DATAWATCH CORP
ADVISORY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10-2_10676.txt
<DESCRIPTION>ADVISORY AGREEMENT
<TEXT>

                                                                    EXHIBIT 10.2
                                                                    ------------


                               ADVISORY AGREEMENT

           THIS AGREEMENT is made and entered into as of April 5, 2001 by and
between Richard de J. Osborne (the "Director"), whose address is set forth on
the last page below and Datawatch Corporation, a Delaware corporation (the
"Company").

           The Company and Director agree as follows:

           SECTION 1. SERVICES. The Director, who is a director of the Company
and Chairman of the Board of Directors of the Company, has agreed to provide to
the Company under the terms and conditions of this Agreement, certain advisory
services substantially beyond the services customarily provided by members of
board of directors (hereinafter the "Services") for the Term (as defined below).

           SECTION 2. STOCK AWARDS. As consideration for the Director's service
to the Company, and pursuant to the Company's 1996 Stock Plan, as amended (the
"Stock Plan"), the Company will issue to the Director (i) promptly after the
date hereof an award of 36,365 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), which number of shares awarded was
determined by dividing $37,500 by the Fair Market Value (as such term is defined
in the Stock Plan) of a share of Common Stock on February 15, 2001, and (ii) on
each of May 15, 2001, August 15, 2001 and November 15, 2001 an award of the
number of shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), as is equal to $37,500 divided by the Fair Market Value of a
share of Common Stock on the date such award is issued (the shares of common
stock awarded pursuant to (i) and (ii) are collectively referred to herein as
the "Stock Awards"); PROVIDED, HOWEVER, that, in the sole discretion of the
Company, which discretion shall be exercised by the President of the Company,
the Company may, in lieu of issuing shares of Common Stock, pay all or a portion
of any one or more of such Stock Awards in cash. Notwithstanding the foregoing,
in no event shall the total aggregate shares of Common Stock issued hereunder
exceed 150,000 shares, and in the event that all or a portion of a Stock Award
shall cause the total aggregate shares of Common Stock issued hereunder to
exceed 150,000 shares, then such Stock Award shall be paid in shares of Common
Stock only to the extent that, after the issuance of such shares, the total
aggregate shares of Common Stock issued hereunder shall be equal to 150,000
shares and the remaining portion of such Stock Award, and any future Stock
Awards to be issued hereunder, shall be paid in cash. No fractional shares shall
be issued hereunder and the Director shall receive from the Company cash in lieu
of such fractional shares. The Company's obligation to issue a Stock Award to
the Director shall be subject to the availability of shares of Common Stock for
issuance under the Stock Plan. In the event that sufficient shares of Common
Stock are not available for issuance under the Stock Plan, the Director shall
receive cash from the Company in lieu of shares of Common Stock.

           SECTION 3. NO EMPLOYEE STATUS. The Director is not, nor shall the
Director be deemed to be at any time during the term of this Agreement, an
employee of the Company, and therefore the Director shall not be entitled to any
benefits provided by the Company to its employees (including such items as
health and disability benefits). The Director will be solely responsible for
payment of all charges and taxes arising from the issuance of the Stock Awards
or cash in lieu thereof or in lieu of fractional shares.

           SECTION 4. TERM OF AGREEMENT; TERMINATION. The term of this Agreement
and the Director's Services hereunder shall commence as of the date of this
Agreement and unless terminated earlier as a result of the death, physical
incapacity or mental incompetence of the Director or the termination of
Director's status as a director of the Company for any reason, which in each
case shall result in the automatic termination of this Agreement and no further
issuance of shares of Common Stock under Section 2 hereof, it shall continue in
effect through December 31, 2001 (the "Term").
<PAGE>

           SECTION 5. MISCELLANEOUS. This Agreement contains the entire
understanding of the parties with respect to the matters contained herein, and
supersedes all proposals and agreements, written or oral, and all other
communications between the parties relating to the subject matter of this
Agreement. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts without regard to its conflict of
laws rules. This Agreement may not be modified or amended except in writing
signed or executed by the Director and the Company. In the event any provision
of this Agreement is held to be unenforceable or invalid because it is overbroad
or too far reaching, such provision shall be deemed to be revised so that it
applies to the maximum extent permitted by law.



           IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.


DIRECTOR                                      DATAWATCH CORPORATION


/s/ Richard de J. Osborne                 By: /s/ Bruce R. Gardner
-------------------------                     ----------------------------
Richard de J. Osborne                         Name:  Bruce R. Gardner
                                              Title: President and
                                                     Chief Executive Officer

Address:  40 East 94th Street
          Apt. No. 18D
          New York, NY 10128
</TEXT>
</DOCUMENT>
