ソフトウェア開発のためのサービス契約：VESTED DEVELOPMENT INC.とDATAWATCH CORPORATION

PROFESSIONAL SERVICES AGREEMENT

     This Professional Services Agreement (“Agreement”) is entered into on May

16, 2002 (“Effective Date”), by and between:

          1.   VESTED DEVELOPMENT INC. (“VDI”), whose offices are at 5 New

               England Executive Park, 1st Floor, Burlington, MA 01803.

          2.   DATAWATCH CORPORATION (“DATAWATCH”), whose offices are at 175

               Cabot Street, Suite 503, Lowell, MA 01854

OPERATIVE PROVISIONS

1    TERM

     This Agreement is effective from Effective Date until terminated pursuant

to, and in accordance with the provisions of this Agreement.

2    THE SERVICES

2.1  VDI has cooperated with Datawatch to develop specifications (the

     “Specifications”) for software for a new version of Monarch ES (the

     “Software”) as set forth as part of the Statement of Work (“SOW”) to be

     agreed upon and executed by both parties.

2.2  Datawatch may in its sole and absolute discretion amend the Specifications

     from time to time.

2.3  VDI shall design, create, develop, test and document the Software in

     accordance with the Specifications.

2.4  VDI shall test the Software so as to verify that the Software complies

     with, and functions and performs fully in accordance with, the

     Specifications and test plans developed by VDI and any additional test

     plans provided by Datawatch as provided in Sections 2.4.1 and 2.4.2 of this

     Agreement before delivering the source code and executable code form of the

     Software in electronic form to Datawatch. All test plans developed by VDI

     must be approved in writing by Datawatch.

     2.4.1     VDI shall provide “Black Box” testing (as defined on Schedule C

               hereto) of the Software so as to verify that the Software

               functions and performs in accordance with the Specifications and

               in accordance with any additional scenario test plans (“Black Box

               Test Plans”) to be developed by Datawatch and delivered to VDI

               within thirty (30) days of the Effective Date of this Agreement.

     2.4.2     VDI shall provide “White Box” testing (as defined on Schedule C

               hereto) so as to verify that the Software functions and performs

               in accordance with the Specifications and in accordance with any

               additional scenario test plans (“White Box Test Plans”) to be

               developed by Datawatch and delivered to VDI within fifteen (15)

               days of the delivery of the first beta version of the Software to

               Datawatch.

2.5  VDI shall develop and deliver to Datawatch complete product documentation

     as specified in the SOW and, as requested, shall explain to Datawatch’s

     nominated representative, the Software and its functions, features and use.

2.6  All of the Services to be provided to Datawatch by VDI hereunder shall be

     hereinafter referred to collectively as the “Services”. All Services to be

     performed by VDI shall be performed by employees of VDI acting within the

     scope of their employment.

3    PROVISION OF THE SERVICES

3.1  VDI and Datawatch shall agree upon the SOW that defines a work package for

     the Software to be designated for the purposes of this contract version

     3.1. The SOW includes the Specifications for the Software to be developed

     which shall be developed according to such Specifications. The SOW contains

     a timetable and milestones for development of the Software. Each time VDI

     delivers Software to Datawatch, VDI shall also deliver a copy of the

     current source code for the Software.

3.2  VDI shall ensure that the Services will be performed with all due care,

     skill and attention and in accordance with best industry practices or in

     accordance with development standards as may be agreed between the parties

     from time to time.

3.3  VDI shall ensure that the Services are provided in accordance with the plan

     and timetable as set forth in the SOW. Where delays in agreed timetable are

     attributable to Datawatch and VDI promptly notifies Datawatch in writing of

     such delays, the timetable shall be adjusted accordingly.

3.4  VDI shall deliver alpha, beta and release candidate version of the Software

     to Datawatch in accordance with the timetable set forth in the SOW. Upon

     each delivery, Datawatch shall have a period of up to 7 days (in the case

     of the alpa and beta versions) and 30 days (in the case of the release

     candidate version) to determine if such version of the Software in

     acceptable. If the Software is not acceptable, Datawatch shall notify VDI

     of the defects in the Software, and VDI shall have a period of up to 30

     days to correct such defects.

3.5  When the release candidate version of the Software performs in accordance

     with the Specification and has been developed in accordance with the SOW,

     Datawatch shall formally accept the Software.

3.6  Other than for the agreed SOW, there is no obligation on Datawatch to

     provide work for VDI. There is no obligation on VDI to provide Services

     outside of the SOW.

4    CHARGES:

4.1  VDI shall develop and deliver the Software to Datawatch in consideration of

     the payment of commissions on the Net License Revenue (as hereinafter

     defined) generated by Datawatch (the “Commissions”) for the sale of the

     Software developed under this Agreement in the twelve (12) calendar months

     beginning with the calendar month immediately following written acceptance

     by Datawatch of the “RELEASE TO MANFACTURING”(RTM) build of the Software.

     The Commission rate shall be calculated as follows:

     4.1.1     A Commission of 10% shall be paid on Net License Revenue up to

               and including one million five hundred thousand dollars

               ($1,500,000).

     4.1.2     A Commission of five percent (5%) shall be paid to VDI on Net

               License Revenue in excess of one million five hundred thousand

               dollars ($1,500,000).

     4.1.3     “Net License Revenue” shall mean license revenues recognized by

               Datawatch with respect to the Software (but not prior versions of

               the Software), net of returns and credits.

4.2  Datawatch shall provide to VDI a monthly commissions report within thirty

     (30) days after the month in which the Net License Revenue was generated.

4.3  Datawatch shall pay VDI accumulated Commissions within sixty (60) days

     after the end of the month in which the Net License Revenue was generated.

4.4  VDI shall provide Datawatch with a time and materials report on a monthly

     basis for work completed as part of this Agreement for the purposes of

     calculating the alternative payment amount which may be payable by

     Datawatch to VDI as provided in Section 9.3.2 upon termination of this

     Agreement.

4.5  If the Software is not in acceptable form within 60 days after the date

     scheduled in the SOW for delivery to Datawatch of the release candidate

     version of the Software, the period for the payment of Commissions shall be

     reduced by one month for each month from the end of such 60 day period

     until acceptance.

4.6  Datawatch shall assign a “primary point of contact” for technical questions

     related to the Services as defined in the SOW. As a necessary function to

     provide the Services, VDI must present technical questions related to the

     SOW to this point of contact. Datawatch understands and agrees that

     excessive non-responsiveness to these questions can have a significant

     impact on VDI’s ability to meet the timetable set forth in the SOW. VDI

     shall clearly warn Datawatch in advance in writing if excessive

     non-responsiveness will cause such changes. VDI shall also designate a

     “primary point of contact” for issues related to this Agreement and the

     SOW. The initial primary point of contact for Datawatch and VDI is

     specified in the SOW.

5    INTELLECTUAL PROPERTY RIGHTS

5.1  If at any time during the term of this Agreement VDI should in the course

     of providing the Services create any design or copyright work (including

     the Software and any other computer program), (all of the aforesaid being

     collectively “the Development”) in each case whether or not capable of

     protection in any part of the world by patent or registration and whether

     or not relating directly or indirectly to the business of Datawatch, VDI

     shall treat the Development and all information relating to it as

     “work-for-hire” and confidential to Datawatch and shall promptly disclose

     full details of the Development, including all drawings and models (if

     any), to a director of Datawatch.

5.2  All ownership and other intellectual property rights whatsoever (including,

     without limitation, all intellectual property rights together with the

     right to any revival, renewal or extension of any such rights) and property

     in the Development anywhere in the world, whether those rights exist or are

     of a nature or type which exist at the time of this Agreement or shall only

     come into existence afterwards, (collectively the “Rights’) shall belong to

     and (to the maximum extent possible) vest in Datawatch absolutely for their

     full terms (including any revival, renewal or extension).

     5.2.1     Certain software programs or routines developed and/or owned by

               VDI through the course of it’s regular business activities may be

               incorporated and/or utilized in the Development provided to

               Datawatch. Notwithstanding the terms in Section 5.2 VDI hereby

               grants to Datawatch a non-exclusive, perpetual, worldwide

               royalty-free license to such programs in the case that ownership

               is not transferred.

5.3  By way of confirmation, and for the avoidance of doubt, in consideration of

     Datawatch entering into this Agreement VDI hereby assigns to Datawatch

     (including, to the extent necessary, by way of assignment of future

     copyright) in each part of the world all Rights which are in that part of

     the world capable of assignment, for their full terms (including any

     revival, renewal or extension).

5.4  VDI hereby irrevocably and unconditionally waives any and all Rights, which

     cannot be assigned to Datawatch and grants to Datawatch a general,

     perpetual, worldwide royalty-free license of all such Rights.

5.5  Notwithstanding any prior termination of this Agreement, at the request and

     expense of Datawatch VDI shall:

     5.5.1     Execute, acknowledge, seal and deliver all documents, including

               but not limited to all instruments of assignment, patent and

               copyright applications and supporting documentation, and perform

               all acts, that Datawatch may reasonably request to perfect,

               secure, defend and maintain Datawatch’s rights hereunder and to

               carry out the intent of this Agreement. VDI agrees to assist

               Datawatch, at Datawatch’s expense, in every proper way to obtain

               for Datawatch’s sole benefit, in any and all countries, patents,

               trademarks, copyrights or other legal protection for all

               deliverables and intellectual property rights that by virtue of

               Section 5 hereof are the sole property of Datawatch. Datawatch

               shall reimburse VDI for its reasonable expenses incurred in the

               foregoing.

     5.5.2     Provide to Datawatch all such assistance as Datawatch may require

               in relation to the resolution of any questions or disputes

               concerning the Development or the Rights.

5.6  Decisions as to the procuring of any protection for any Development

     (including patent or registration), and the exploitation of any

     Development, shall be in the sole and absolute discretion of Datawatch.

6    WARRANTY & LIMITATION OF LIABILITY

6.1  Datawatch shall be responsible for implementation, installation, and

     operational acceptance of the Software product developed under this

     agreement. Reasonable telephone support will be provided by VDI to

     Datawatch during initial testing, implementation and deployment. After the

     warranty period, VDI, under T&M billing, shall act as an “escalated

     technical support” for technical questions generated by Datawatch staff on

     behalf of Datawatch customers during the duration of this contract. At the

     conclusion of work specified by the SOW, Datawatch shall have the exclusive

     option to sign an ongoing T&M agreement for ongoing escalated technical and

     development support.

6.2  VDI hereby warrants (a) that the Software and Services provided hereunder

     shall at all times conform to the specifications of the SOW and (b) that

     VDI has and will have title to the goods and agrees to indemnify and hold

     Datawatch harmless from any and all damages, liability, loss, costs or

     expenses, including, but not limited to, reasonable attorney’s fees and

     costs, arising out of or resulting from any actual patent, copyright, or

     trade secret claim or action regarding the goods, or from any breach of

     warranty or misrepresentation under the terms of this Agreement. THERE ARE

     NO OTHER EXPRESS WARRANTIES OF VDI’S SOFTWARE PRODUCTS OR SERVICES

     FURNISHED HEREUNDER. VDI DISCLAIMS WITH REGARD TO SUCH SOFTWARE PRODUCTS

     AND SERVICES ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, ORAL OR

     WRITTEN, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

     PARTICULAR PURPOSE.

6.3  DATAWATCH’S EXCLUSIVE REMEDY FOR A DEFECT IN VDI’S SOFTWARE MARKETED AND

     DISTRIBUTED UNDER THIS AGREEMENT SHALL BE THAT IF ANY DEFECTS MATERIALLY

     AFFECT THE PERFORMANCE OF THE SPECIFIED FEATURES OR FUNCTIONS, AS DEFINED

     BY THE SOW AND THE ASSOCIATED PROJECT DOCUMENTS (INCLUDING BUT NOT LIMITED

     TO THE REQUIREMENTS DOCUMENT(S), THE FUNCTIONAL DESIGN DOCUMENT(S), THE

     TECHNICAL DESIGN DOCUMENT(S) AND/OR THE TEST PLAN(S) ) AFTER THE FINAL

     WRITTEN ACCEPTANCE OF A “RELEASE TO MANFACTURING”(RTM) BUILD OF THE PRODUCT

     BY DATAWATCH, THE DEFECT WILL BE REPAIRED OR THE SOFTWARE WILL BE REPLACED.

     IF AFTER VDI HAS BEEN PROVIDED REASONABLE OPPORTUNITIES TO REPAIR THE

     DEFECT, THIS LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE WITH REGARD TO

     THE SOFTWARE OR A UNIT OF SOFTWARE WITHIN A PERIOD OF TIME NOT TO EXCEED 90

     DAYS FROM DATAWATCH’S ACCEPTANCE OF THE SOFTWARE, VDI WILL REFUND TO

     DATAWATCH THE PRICE PAID FOR THE DEFECTIVE SOFTWARE OR UNIT OF SOFTWARE AND

     COMMISSIONS OR OTHER AMOUNTS PAYABLE WITH RESPECT TO THE SOFTWARE WILL BE

     REDUCED TO REFLECT THE DEFECTIVE UNIT. EXCEPT FOR A CLAIM FOR

     INDEMNIFICATION UNDER 6.2(B) OR 7.3, VDI’S LIABILITY FOR DAMAGES TO

     DATAWATCH RELATED TO ANY SOFTWARE FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE AGGREGATE PRICE PAID FOR THE SOFTWARE UNDER THIS AGREEMENT. VDI SHALL IN NO EVENT BE LIABLE FOR ANY LOSS

     OF DATA, PROFITS OR USE OF THE SOFTWARE, OR FOR ANY SPECIAL, INDIRECT OR

     CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR

     PERFORMANCE OF THE SOFTWARE.

6.4  IN NO EVENT SHALL VDI BE LIABLE TO DATAWATCH FOR ANY DAMAGES (i) CAUSED BY

     ALTERATIONS OR MODIFICATIONS TO THE SOFTWARE WITHOUT VDI’S WRITTEN

     APPROVAL; (ii) DUE TO DETERIORATION DURING PERIODS OF STORAGE OR USE OF THE

     SOFTWARE. EXCEPT FOR A CLAIM FOR INDEMNIFICATION UNDER 6.2(B) OR 7.3,

     NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT

     OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER.

7    CONFIDENTIAL INFORMATION

7.1  VDI acknowledges that it may on occasion have access to, and be entrusted

     with, information in respect of the business of Datawatch and its

     customers, suppliers, dealings, transactions, affairs, plans and proposals,

     which information is secret or confidential and important to Datawatch or

     the subject of an obligation of confidence owed to a third party or

     protected by legislation. In this Agreement such information is called

     “Confidential Information” and includes, without limitation, confidential

     or secret information relating to Datawatch’s

     >>   ideas

     >>   business methods

     >>   finances

     >>   prices

     >>   business, financial, marketing, development or manpower plans

     >>   customer lists or details

     >>   computer systems and software

     >>   know-how or other matters connected with the products (and their

          operation) or Services used, marketed, provided, created or obtained

          by Datawatch, including designs, structures, source code and object

          code for any computer programs produced or used by Datawatch,

          including, without limitation, the Software.

     >>   confidential or secret information concerning its relationships with

          actual or potential clients or customers and the needs and

          requirements of such persons

7.2  VDI acknowledges that the disclosure of Confidential Information (whether

     directly or indirectly) to actual or potential competitors of Datawatch

     would place Datawatch at a competitive disadvantage and that any

     unauthorized disclosure or misuse of Confidential Information would

     irreparably and immediately harm Datawatch and that in such event Datawatch

     could not be made whole by monetary damages alone. In the event of such a

     breach and without prejudice to any rights and remedies otherwise available

     to Datawatch, Datawatch shall be entitled to seek equitable relief by way

     of injunction without the requirement of posting any bond in connection

     therewith.

7.3  VDI shall not other than in the proper performance of their duties under

     this Agreement, either during the term of this Agreement or at any time

     after its termination:

     7.3.1     disclose Confidential Information to any person except as

               authorized by Datawatch; or

     7.3.2     use Confidential Information for their own purposes or for any

               purposes other than those of Datawatch; or

     7.3.3     through any failure to exercise all due care and diligence, cause

               or permit any unauthorized disclosure of any Confidential

               Information

7.4  The restrictions in clause 7.3 shall cease to apply to information other

     than Personnel Data which (otherwise than through the default of VDI)

     becomes available to the public generally, with effect from the time that

     any such information becomes available to the public generally.

7.5  VDI shall indemnify Datawatch and keep it indemnified in respect of any

     breach of the obligations and restrictions in clause 7.3.

7.6  Each of the restrictions set out above, and each of the categories of

     Confidential Information set out above, are separate and severable and

     enforceable accordingly. If any one or more of such restrictions (or part

     of a restriction) or categories (or part of a category) is held to be

     against the public interest, or unlawful or in any way unenforceable, the

     remaining restrictions (or remaining part of the restriction) and

     categories (or the remaining part of the category) shall continue in full

     force and effect and shall bind VDI.

7.7  All computer programs and other software, notes, memoranda, records,

     papers, documents, correspondence and writing (which, without limitation,

     shall collectively include information recorded or stored in writing or on

     optical or magnetic tape or disc or otherwise recorded or stored for

     reproduction whether by mechanical or electronic or optical means and

     whether or not such reproductions will result in a permanent record being

     made) relating to the business of Datawatch which from time to time may be

     delivered to, or otherwise come into the possession of, VDI (whether made

     by it or not), shall be and shall remain the property of Datawatch and VDI

     shall procure the delivery of them to Datawatch immediately upon request

     and shall not make or keep any copies or extracts of them.

8    NON-SOLICITATION OF STAFF

8.1  During the term of this Agreement, Datawatch shall not solicit or entice

     away from Vested Development, Inc., any individual in the employment of VDI

     in a managerial supervisory or technical capacity who has had personal

     contact or dealings with Datawatch or its representatives in relation to

     the Services.

8.2  During the term of this Agreement and for a period of six months following

     its termination, VDI shall not employ any individual who was employed by

     Datawatch in a managerial supervisory or technical capacity at any time

     during the immediately preceding period of six months who at any time

     during that period of employment with Datawatch had personal contact or

     dealings with VDI or its representatives in relation to the Services.

9    TERMINATION

9.1  Either party to this agreement shall have the right to terminate this

     Agreement upon 30 days written notice if the other has materially failed to

     comply with the terms and conditions of this Agreement or if all agreed

     SOWs have been delivered and outstanding fees or invoices which are not the

     subject of a genuine dispute have been paid.

9.2  Notwithstanding 9.1 above, Datawatch shall have the right to terminate the

     Agreement or the work on SOW if VDI, despite repeated attempts, is unable

     to make the developed Software perform in accordance with the

     Specifications. In such event any monies paid to VDI for the SOW will be

     returned and no further monies against the SOW will be payable. Datawatch

     shall retain its ownership of the Software and all Rights.

9.3  Upon termination of the Agreement except under clause 9.2, within ten

     business days thereafter, Datawatch shall elect one of the following:

     9.3.1     Datawatch shall surrender its ownership of the Software with no

               further payment obligation to VDI, and must either deliver to VDI

               or, at Datawatch’s option, destroy the original and all copies of

               the Software and Documentation confirming in writing that it has

               fully complied with this provision and VDI shall return any

               amounts paid to VDI prior to such termination by Datawatch

               hereunder; or

     9.3.2     Datawatch shall retain its ownership of the Software and all

               Rights, and in lieu of payment of the fees set forth in Section

               4.1, shall pay to VDI the aggregate time and materials amount

               incurred reduced by the aggregate amount of Commissions paid or

               as determined in Section 6.3.

9.4  Termination of this Agreement, howsoever caused, does not free either party

     from their respective obligations to comply with all the terms of the

     Agreement which call for performance prior or subsequent to the termination

     date, including the VDI’s obligation to protect Confidential Information

     and to return such confidential information as provided in this Agreement.

10   EFFECTS OF TERMINATION

10.1 Termination of this Agreement is without prejudice to any rights or duties

     or liabilities of either party against the other which may have accrued up

     to the date of such termination.

10.2 Upon termination of this Agreement for any reason, all rights and

     obligations of the parties under this Agreement shall cease, except as

     follows:

     10.2.1    Datawatch’ liability for fees and other charges accrued prior to

               the termination date shall not be extinguished by termination of

               this Agreement, and such amounts shall be due and payable as and

               to the extent provided in Section 9.3. Any credits to the

               Datawatch will be paid in full.

     10.2.2    Datawatch shall retain all Rights and shall have the right to

               market, distribute or use any Software, for which is has paid the

               applicable fee as and to the extent provided in Section 9.3.

10.3 Rights granted by VDI to Datawatch under this Agreement shall continue in

     full force with respect to any software for which it has paid the

     applicable fee.

11   FORCE MAJEURE

11.1 Neither party shall be in breach of this Agreement nor liable to the other

     party in any way whatsoever for any failure or delay in performing any of

     its obligations under this Agreement due to any cause beyond the reasonable

     control of that party (“Force Majeure”) provided always that:

     11.1.1    the date performance of the obligation, which has been delayed by

               the Force Majeure, shall be deemed suspended only for a period

               equal to the delay caused by that Force Majeure;

     11.1.2    the party seeking to exempt itself from liability by virtue of

               the provisions of clause 11.1. has given written notice to the

               other party within 14 days of becoming aware of the Force Majeure

               event;

     11.1.3    the party seeking to exempt itself from liability by virtue of

               the provisions of clause 11.1 shall at all times use its

               reasonable endeavors to mitigate the severity of the Force

               Majeure;

     11.1.4    if the delay caused by the Force Majeure continues for a

               continuous period of 3 months the party not seeking to exempt

               itself from liability will have the right to terminate this

               Agreement forthwith by notice at any time after the expiry of

               such 3 month period without incurring any liability to the other

               party as a result;

     11.1.5    the party seeking to exempt itself from liability by virtue of

               the provisions of clause 11.1 will not be entitled to payment in

               respect of extra costs and expenses incurred by virtue of the

               Force Majeure.

12   VARIATIONS

No variation to this Agreement will be effective unless it is in writing and

signed by an officer of Datawatch and Vested Development, Inc. This Agreement

sets forth the entire agreement of the parties regarding the subject matter

hereof, and supersedes all prior promises, agreements or representations,

whether written or oral, regarding such subject matter.

13.  INDEMNIFICATION

VDI agrees to indemnify and hold harmless Datawatch and its officers, directors,

employees, agents, and representatives from any and all losses, liabilities

damages, reasonable costs or expenses, whatsoever as incurred, including

reasonable attorneys’ fees, based on a claim that any software owned by VDI as

described in Section 5.2.1 and incorporated in the Development, for which

Datawatch has been granted pursuant to Section 5.2.1 a non-exclusive perpetual

license, infringes any United States copyright or patent, or is defamatory or

slanderous, provided that Datawatch provides to VDI (a) notice in writing of the

claim within twenty-one (21) days after Datawatch’s discovery or notification of

same, (b) all information in Datawatch’s control regarding the claim, (c)

reasonable cooperation and assistance in defending the claim of VDI’s expense,

and (d) the opportunity to exercise sole control of the defense, and all

negotiations pertaining to the claim. VDI shall have the right, at its expense,

either to procure the right for the Datawatch to continue to use the software,

or to replace or modify it so it becomes non-infringing. If neither of the

foregoing alternatives is available on terms that VDI, in its sole discretion,

deems commercially reasonable, Datawatch shall, upon written request of VDI,

return the infringing software in its possession, in which event VDI shall

refund to Datawatch the price paid by Datawatch for such software.

14   GENERAL

14 (a) Independent Parties, No Third Party Beneficiaries. The parties hereto are

independent contractors, and are not partners, co-venturers, agents or

representatives of the other party. Nothing in this Agreement will be

interpreted to create any obligations except between the parties hereto, and no

person or entity will be regarded as a third-party beneficiary hereunder.

14 (b) Governing Law, Jurisdiction, Severability. This Agreement shall be

governed by and construed and enforced in accordance with the substantive laws

of the Commonwealth of Massachusetts, without regard to its principles of

conflicts of laws. All litigation arising from or relating to this Agreement

will be filed and prosecuted before any court of competent subject matter

jurisdiction in Massachusetts. The parties hereto consent to the jurisdiction of

such courts over them, stipulate to the convenience, efficiency and fairness of

proceeding in such courts, and covenant not to allege or assert the

inconvenience, inefficiency or unfairness of proceeding in such courts. If any

provision of this Agreement is found to be invalid or unenforceable, this

Agreement will remain in full force and effect and will be reformed to be valid

and enforceable while reflecting the intent of the parties to the greatest

extent permitted by law.

14 (c) Assignment: Datawatch may assign this Agreement and any rights granted

under this Agreement in the context of its merger or acquisition of all or

substantially all of its assets relating to the subject matter of this

Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by

their respective duly authorized representatives as of the Effective Date.

COMPANY:                               CLIENT:

VESTED DEVELOPMENT, INC.               DATAWATCH CORPORATION

By: /s/ Brian Phelps                   By: /s/ Alan R. MacDougall

   —————————-           ————————————

Printed: Brian Phelps                  Printed: Alan R. MacDougall

         ———————-                 ——————————

Title: CEO                             Title: Vice President of Finance & CFO

      ————————-              ———————————

                                   SCHEDULE C

Black Box Testing

Software testing technique whereby the internal workings of the item being

tested are not known by the tester. Testing focuses on the functional aspects of

the software product. In a black box tests on a software product the tester only

knows the inputs and what the expected outcomes should be and not how the

program arrives at those outputs. The tester does not ever examine the

programming code and does not need any further knowledge of the program other

than its specifications. Black box testing is performed by developing a testing

script, or test plan, that lists EXACT test procedure and an expected result.

Only items on the test script are covered and any behavior outside the expected

result is noted. Items, scenarios, configurations or behaviors not covered in

the test script or plans will, by definition, not be tested.

White Box Testing

A software testing technique whereby explicit knowledge of the internal workings

of the item being tested are used to select the test data. Unlike black box

testing, white box testing uses specific knowledge of programming code to

examine outputs. The test is accurate only if the tester knows what the program

is supposed to do and has access and understanding of the source code and

supporting design documentation. With this understanding, the tester can then

see if the program diverges from its intended goal. White box testing does not

account for errors caused by omission. White box testing is characterized by

“free testing” – pushing the product in areas not intended by the original

design specifications, but areas where a “reasonable user” might attempt to

direct the product.