Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement ("Agreement")
is made and entered into as of May 17, 2001, by and among: Chordiant
Software, Inc., a Delaware corporation ("Purchaser"); and ActionPoint,
Inc., a Delaware corporation (the "Company").


Recitals

A. Purchaser and the Company have entered into an Asset
Purchase Agreement dated as of May 17, 2001 (the "Purchase
Agreement"), pursuant to which the Company will receive shares of common
stock of Purchaser. Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings given to them in the Purchase Agreement.


B. Purchaser has agreed to provide the Company with
certain registration rights as more fully described herein.


Agreement


The parties, intending to be legally bound, agree as follows:



  	Registration



    	Registrable Shares. As used in this Agreement, "Registrable
    Shares" means the shares of the Purchaser's common stock (the
    "Purchaser Common Stock") issued to the Company pursuant to the
    Purchase Agreement and any shares of Purchaser Common Stock issued in
    respect thereof as a result of any stock split, stock dividend, share
    exchange, merger, consolidation or similar recapitalization; provided,
    however, that Registrable Shares shall cease to be Registrable Shares
    when (i) a registration statement covering such Registrable Shares shall
    have become effective under the Securities Act of 1933, as amended (the
    "1933 Act"), and all of such Registrable Shares shall have been
    disposed of in accordance with the Registration Statement, or (ii) all of
    such Registrable Shares may be transferred pursuant to Rule 144 under the
    1933 Act, as such rule may be amended from time to time, or any successor
    rule or regulation ("Rule 144") in any single calendar quarter. If
    the Company desires to sell shares pursuant to Rule 144, the Company shall
    provide such Rule 144 representation letters in usual and customary form as
    may reasonably be requested by Purchaser's counsel for the purpose providing
    any customarily required opinion.


  	Registration.

	Within fifteen (15) business days following the Closing Date, Purchaser
      shall prepare and file with the Securities and Exchange Commission
      ("SEC") a registration statement or such successor form (the
      "Registration Statement"), covering the resale of the
      Registrable Shares. Purchaser shall use its best efforts to cause the
      Registration Statement to be declared effective as soon as
      practicable after the filing.
	The Company shall furnish such information as Purchaser may reasonably
      request in connection with the preparation of the Registration Statement
      in order to permit Purchaser to comply with all applicable securities laws
      and requirements of the SEC. Upon the effectiveness of the Registration
      Statement with the SEC, pursuant to the terms of this Agreement, the
      Registrable Shares may be sold in accordance with the Registration
      Statement under the 1933 Act. Subject to the terms of this Agreement,
      Purchaser shall use best efforts to cause the Registration Statement to
      remain effective until the earlier of (i) the date on which all
      Registrable Shares covered by the Registration Statement have been sold to
      the public pursuant to the Registration Statement or (ii) one hundred
      twenty (120) days after the effective date of such Registration Statement
      (the "Registration Effective Period"); provided, however,
      that the Registration Effective Period shall be increased by one day for
      each day that the Company is required to discontinue disposition of
      Registrable Shares pursuant to the provisions of Section 2.4 and Section
      3.2.


  
  	Other Shares. Purchaser may include in the Registration Statement
  under this Section 1 any other shares of the Purchaser's common stock
  (including issued and outstanding shares of the Purchaser's common stock as
  to which the holders thereof have contracted with Purchaser for
  "piggyback" registration rights).


  	Purchaser's Obligations

In connection with the Registration Statement referred to
  in Section 1.2, Purchaser shall:

  

    	Registration Statement. Prepare and file with the SEC the
    Registration Statement with respect to the Registrable Shares and thereafter
    use best efforts to cause the Registration Statement to become and remain
    effective for the period set forth in Section 1.2.


    	Amendments and Supplements. As promptly as practical prepare and
    file with the SEC such amendments and supplements to the Registration
    Statement and the prospectus used in connection therewith as may be
    necessary to keep the Registration Statement effective for the period set
    forth in Section 1.2 and to comply with the provisions of the 1933 Act, the
    Securities Exchange Act of 1934, as amended (the "1934 Act") and
    any applicable state securities laws or regulations with respect to the sale
    or other disposition of the shares of Purchaser Common Stock covered by the
    Registration Statement.


    	Copies of Offering Documents. As promptly as practical furnish
    to the Company such numbers of copies of the Registration Statement,
    prospectus, and any amendments and supplements thereto, in conformity with
    the requirements of the 1933 Act, such documents incorporated by reference
    in the Registration Statement and such other documents as the Company
    reasonably requests, in order to facilitate the public sale or other
    disposition of the Registrable Shares.


    	Misleading Prospectus. Promptly notify the Company in writing,
    at any time when a prospectus relating thereto covered by the Registration
    Statement is required to be delivered under the 1933 Act, upon the
    occurrence of an event as a result of which, in the reasonable judgement of
    the Board of Directors of Purchaser acting in good faith after consultation
    with outside legal counsel to Purchaser, such Registration Statement or the
    related prospectus contains or may contain an untrue statement of a material
    fact or omits to state a material fact required to be stated therein or
    necessary to make the statements therein not misleading in the light of the
    circumstances then existing. Immediately thereafter Purchaser shall use
    commercially reasonable efforts to prepare and file with the SEC and furnish
    to the Company as promptly as possible a reasonable number of copies of a
    supplement to or an amendment of such prospectus as may be necessary so
    that, as thereafter delivered to the purchasers of such Registrable Shares,
    such prospectus shall not include an untrue statement of a material fact or
    omit to state a material fact required to be stated therein or necessary to
    make the statements therein not misleading in the light of the circumstances
    under which they are made.


    	Rule 144. Use commercially reasonable efforts to file in a
    timely manner any reports required to be filed by it under the 1933 Act and
    the 1934 Act and the rules and regulations promulgated thereunder, and take
    such further action as the Company may reasonably request, all from time to
    time to enable the Company to sell the Registrable Shares owned by it
    without registration under the 1933 Act pursuant to the exemption provided
    by Rule 144.


    	Blue Sky Filings. Use commercially reasonable efforts to
    register and qualify the securities covered by the Registration Statement
    under the Blue Sky laws of such jurisdictions as shall be reasonably
    requested by the Company, provided that Purchaser shall not be required in
    connection therewith or as a condition thereto to qualify to do business or
    to file a general consent to service of process in any such states or
    jurisdictions.


    	Nasdaq Filing. Use commercially reasonable efforts to cause the
    securities covered by the Registration Statement to be included for
    quotation on the Nasdaq National Market.


  	The Company's Obligations

In connection with the Registration Statement referred to
  in Section 1.2, the Company shall:

  

    	Other Documents and Information. Complete, execute, acknowledge
    and/or deliver such questionnaires, custody agreements and other documents,
    certificates and instruments as are reasonably required by Purchaser or any
    underwriter(s) or are otherwise necessary in connection with the
    registration and offering. The Company shall promptly provide to Purchaser
    such information concerning it, the Company's ownership of Purchaser's
    securities, the intended method of distribution and such other information
    as may be required by applicable law or regulation or as may be reasonably
    requested by Purchaser.


    	Cessation of Offering. Upon receipt of any written notice from
    Purchaser of the happening of any event of the kind described in Section
    2.4, immediately discontinue disposition of the Registrable Shares pursuant
    to the Registration Statement covering such Registrable Shares until the
    Company's receipt of the copies of the supplemented or amended prospectus
    contemplated by Section 2.4, and, if so directed by Purchaser, deliver to
    Purchaser all copies of the prospectus covering such Registrable Shares in
    the Company's possession at the time of receipt of such notice. Any such
    cessation of offering pursuant to this Section 3.2 shall be deemed to be a
    suspension of Company's rights to make sales for purposes of Section 4.1
    hereof.


    	No Preliminary Prospectus. Neither the Company nor any Person
    acting on the Company's behalf (other than an underwriter selected by
    Purchaser or approved by Purchaser) shall offer any Registrable Shares by
    means of any preliminary prospectus.


  	Limitations



    	Other Transactions. Notwithstanding anything to the contrary
    contained in Section 2.4 or elsewhere in this Agreement, if, in the
    reasonable judgment of the Board of Directors of Purchaser acting in good
    faith after consultation with outside legal counsel to Purchaser, (a) one or
    more confidential events occur or circumstances exist that would (absent
    disclosure) result in a registration statement of Purchaser containing an
    untrue statement of a material fact or omitting to state a material fact
    required to be stated therein or necessary to make the statements therein,
    in light of the circumstances under which they were made, not misleading,
    (b) sales of the Registrable Securities would result in a material adverse
    effect on any plan or proposal by Purchaser with respect to any material
    transaction, or (c) sales of the Registrable Securities would render
    Purchaser unable to comply with applicable securities law or SEC
    requirements or regulations, Purchaser shall not be obligated to file a
    registration statement or any amendment or supplement thereto, and Purchaser
    may suspend the Company's rights to make sales pursuant to an effective
    registration pursuant to Section 1, for a period of not more than 30
    consecutive days, provided that in any given 37 day-period, there shall be
    at least 7 consecutive days during which time Purchaser has not suspended
    the Company's rights to make such sales; provided, further, that
    Purchaser shall not utilize the right described in this Section 4.1 more
    than in the aggregate 60 days in any 12-month period.


  	Expenses and Indemnification



    	Certain Fees and Commissions. Purchaser shall pay its own
    general legal and accounting fees, "blue sky" expenses and all
    printing fees in connection with the Registration Statement. The Company
    shall pay any fees and costs of its counsel and all underwriting discounts,
    commissions and expenses of underwriters or brokers incurred in connection
    with the offering and sale of the Registrable Shares.


  	Other Expenses. Purchaser shall pay all registration and filing
  fees attributable to the Registrable Shares and the listing fee payable to the
  Nasdaq National Market.


  	Indemnification. In the event any Registrable Shares are included
  in a registration statement under Section 1:



    	Indemnification by Purchaser. To the extent permitted by law,
    Purchaser will indemnify and hold harmless the Company, the Company's
    officer, directors, stockholders, successors and assigns, any underwriter
    (as defined in the 1933 Act) for the Company (if selected by Purchaser or
    approved by Purchaser), and each person, if any, who controls the Company or
    underwriter within the meaning of the 1933 Act or the 1934 Act, against any
    losses, claims, damages, liabilities or actions (joint or several) to which
    they may become subject under the 1933 Act, the 1934 Act or other federal or
    state law or common law, arising out of or based upon any untrue statement
    or alleged untrue statement of a material fact contained in the Registration
    Statement, including any preliminary prospectus (not prohibited by Section
    3.3) or final prospectus contained therein or any amendments or supplements
    thereto, or arising out of or based upon the omission or alleged omission to
    state therein a material fact required to be stated therein or necessary to
    make the statements therein, in the context in which made, not misleading;
    and Purchaser will reimburse as incurred the Company, the Company's
    successors and assigns, underwriter (if selected by Purchaser or approved by
    Purchaser) or controlling person for any legal or other expenses reasonably
    incurred by them in connection with investigating or defending any such
    loss, claim, damage, liability, or action; provided, however, that
    the indemnification and other rights provided for in this Section 5.3(a)
    shall not apply (i) to any such loss, claim, damage, liability, or action
    insofar as it arises out of or is based upon an untrue statement or alleged
    untrue statement or omission or alleged omission made in the Registration
    Statement, preliminary prospectus or final prospectus or any amendment or
    supplement thereto, in reliance upon and in conformity with written
    information furnished expressly for use in connection with such registration
    by the Company or (ii) if the person asserting any such loss, claim, damage,
    liability or action who purchased the Registrable Shares which are the
    subject thereof did not receive a copy of the final prospectus as amended or
    supplemented at or prior to the written confirmation of the sale of such
    Registrable Shares to such person because of the failure of the Company or
    underwriter to so provide, if required by law so to have been delivered,
    such amended preliminary or final prospectus and the untrue statement or
    alleged untrue statement or omission or alleged omission of a material fact
    made in such preliminary prospectus was corrected in the final prospectus as
    amended and supplemented. Such indemnity shall remain in full force and
    effect regardless of any investigation made by or on behalf of the Company,
    its underwriter or its controlling person and shall survive the transfer of
    the Registrable Shares by the Company. Notwithstanding the foregoing, the
    indemnity agreement contained in this Section 5.3(a) shall not apply to
    amounts paid in settlement of any such loss, claim, damage, liability, or
    action if such settlement is effected without the consent of the Purchaser
    (which consent shall not be unreasonably withheld), and in no event shall
    the Purchaser be liable pursuant to this Section 5.3(a) for an amount in
    excess of the net proceeds received by the Company from the sale of
    Registrable Shares pursuant to the Registration Statement.


    	Indemnification by the Company. To the extent permitted by law,
    the Company will indemnify and hold harmless Purchaser, its successors and
    assigns, its officers, directors, stockholders, any underwriter (as defined
    in the 1933 Act) with respect to the Registrable Shares, and each person, if
    any, who controls Purchaser or any such underwriter within the meaning of
    the 1933 Act or the 1934 Act, against any losses, claims, damages,
    liabilities or actions (joint or several) to which they may become subject
    under the 1933 Act, the 1934 Act or other federal or state law or common
    law, arising out of or based upon (i) any untrue statement or alleged untrue
    statement of a material fact contained in the Registration Statement,
    including any preliminary prospectus or final prospectus contained therein
    or any amendments or supplements thereto, or arising out of or based upon
    the omission or alleged omission to state therein a material fact required
    to be stated therein or necessary to make the statements therein, in the
    context in which made, not misleading; provided that such untrue statement
    or alleged untrue statement or omission or alleged omission was made in
    reliance upon and in conformity with written information furnished by the
    Company or its Representatives expressly for use in such registration by the
    Company, or (ii) the failure of the Company or any underwriter with respect
    to the Registrable Shares held by the Company at or prior to the written
    confirmation of the sale of the Registrable Shares held by the Company, if
    so required by law so to have been delivered, to send or arrange delivery of
    a copy of the final prospectus as amended or supplemented to the person
    asserting any such loss, claim, damage, liability or action who purchased
    the Registrable Shares which is the subject thereof and the untrue statement
    or alleged untrue statement or omission or alleged omission of a material
    fact made in such preliminary prospectus was corrected in the final
    prospectus as amended and supplemented. The Company will reimburse
    Purchaser, its successors and assigns, officers and directors and any such
    controlling person for any legal or other expenses reasonably incurred by
    them in connection with investigating or defending any such loss, claim,
    damage, liability, or action. Such indemnity shall remain in full force and
    effect regardless of any investigation made by or on behalf of Purchaser or
    any such officer, director, underwriter or controlling person and shall
    survive the transfer of the Registrable Shares by the Company.
    Notwithstanding the foregoing, the indemnity agreement contained in this
    Section 5.3(b) shall not apply to amounts paid in settlement of any such
    loss, claim, damage, liability, or action if such settlement is effected
    without the consent of the Company (which consent shall not be unreasonably
    withheld), and in no event shall the Company be liable pursuant to this
    Section 5.3(b) for an amount in excess of the net proceeds received by the
    Company from the sale of Registrable Shares pursuant to the Registration
    Statement.


    	Indemnification Procedures. Promptly after receipt by a person
    who may be entitled to indemnification under this Section 5.3 (an
    "indemnified party") of notice of the commencement of any action
    (including any governmental action) for which indemnification may be
    available under this Section 5.3, such indemnified party will, if a claim in
    respect thereof is to be made against any person who must provide
    indemnification under this Section 5.3 (an "indemnifying party"),
    deliver to the indemnifying party a written notice of the commencement
    thereof, and the indemnifying party shall have the right to participate in
    and, to the extent the indemnifying party so desires, jointly with any other
    indemnifying party similarly notified, to assume the defense thereof with
    counsel mutually satisfactory to the parties; provided, however, that
    an indemnified party shall have the right to retain its own counsel (and the
    reasonable fees of such counsel shall be paid by the indemnifying party) and
    assume its own defense if (i) the retention of such counsel has been
    specifically authorized in writing by the indemnifying party, (ii) the
    indemnifying party has failed to promptly assume the defense and employ
    experienced counsel reasonably acceptable to the indemnified party after the
    indemnifying party has received the notice of the indemnification matter
    from the indemnified party, or (iii) the named parties to any such action
    include both the indemnified party and the indemnifying party, and the
    representation of both parties by the same counsel would be inappropriate
    due to a conflict of interest between them. It is understood, however, that
    the indemnifying party shall not, in connection with any one such action or
    separate but substantially similar or related actions in the same
    jurisdiction, be liable for the reasonable fees and expenses of more than
    one separate firm of attorneys for all indemnified parties unless the
    indemnified parties in good faith conclude and are advised by their counsel
    that there is an actual or potential conflict of interest among the
    indemnified parties. No indemnification provided for in Section 5.3(a) or
    Section 5.3(b) shall be available to any party who shall fail to give notice
    as provided in this Section 5.3(c) to the extent that the party to whom
    notice was not given was unaware of the proceeding to which such notice
    would have related and was materially prejudiced by the failure to give such
    notice. Each indemnified party shall furnish such information regarding
    itself or the claim in question as an indemnifying party may reasonably
    request in writing and as shall be reasonably required in connection with
    the defense of such claim and litigation resulting therefrom.
	To the extent that the indemnification provided for in Section 5.3(a)
      and (b) is held by a court of competent jurisdiction to be unavailable to
      an indemnified party with respect to any loss, liability, claim, damage or
      expense referred to herein, then the indemnifying party, in lieu of
      indemnifying such indemnified party hereunder, shall contribute to the
      amount paid or payable by such indemnified party as a result of such loss,
      liability, claim, damage or expense in such proportion as is appropriate
      to reflect the relative fault of the indemnifying party on the one hand
      and of the indemnified party on the other in connection with the
      statements or omissions which resulted in such loss, liability, claim,
      damage or expense, as well as any other relevant equitable considerations.
      The relative fault of the indemnifying party on the one hand and of the
      indemnified party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or
      omission or alleged omission to state a material fact related to
      information supplied by the indemnifying party or by the indemnified party
      and the parties' relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.


  	Other Provisions



    	Attorneys' Fees. If any Legal Proceeding relating to
    this Agreement or the enforcement of any provision of this Agreement is
    brought against any party hereto, the prevailing party shall be entitled to
    recover reasonable attorneys' fees, costs and disbursements (in addition
    to any other relief to which the prevailing party may be entitled).


  	Notices. Any notice or other communication required or permitted
  to be delivered to any party under this Agreement shall be in writing and
  shall be deemed properly delivered, given and received (a) when delivered by
  hand, or (b) two business days after sent by registered mail, by courier or
  express delivery service or by facsimile to the address or facsimile telephone
  number set forth in Section 6.4 of the Purchase Agreement (or to such other
  address or facsimile telephone number as such party shall have specified in a
  written notice given to the other parties hereto.


  	Headings. The bold-faced headings contained in this
  Agreement are for convenience of reference only, shall not be deemed to be a
  part of this Agreement and shall not be referred to in connection with the
  construction or interpretation of this Agreement.


  	Counterparts. This Agreement may be executed in several
  counterparts, each of which shall constitute an original and all of which,
  when taken together, shall constitute one agreement.


  	Governing Law; Venue. This Agreement shall be construed in
  accordance with, and governed in all respects by, the internal laws of the
  State of California (without giving effect to principles of conflicts of
  laws). In any action between any of the parties arising out of or relating to
  this Agreement or any of the transactions contemplated by this Agreement: (a)
  each of the parties irrevocably and unconditionally consents to and submits to
  the exclusive jurisdiction and venue of the state and federal courts located
  in Santa Clara County, California; (b) if any such action is commenced in a
  state court, then, subject to applicable law, no party shall object to the
  removal of such action to any federal court located in the Northern District
  of California; and (c) each of the parties irrevocably consents to service of
  process by first class certified mail, return receipt requested, postage
  prepaid, to the address at which such party is to receive notice in accordance
  with Section 6.4 of the Purchase Agreement.


  	Successors and Assigns. This Agreement shall be binding
  upon each of the parties hereto and each of their respective permitted
  successors and assigns, if any. The Company may not assign its rights under
  this Agreement without the express prior written consent of the Purchaser. Nothing
  in this Agreement is intended to confer, or shall be deemed to confer, any
  rights or remedies upon any person or entity other than the parties hereto and
  their permitted successors and assigns. This Agreement shall inure to the
  benefit of: the Company; the Purchaser; and the respective successors and
  assigns, if any, of the foregoing.


  	Waiver. No failure on the part of any Person to exercise
  any power, right, privilege or remedy under this Agreement, and no delay on
  the part of any Person in exercising any power, right, privilege or remedy
  under this Agreement, shall operate as a waiver of such power, right,
  privilege or remedy; and no single or partial exercise of any such power,
  right, privilege or remedy shall preclude any other or further exercise
  thereof or of any other power, right, privilege or remedy. No Person shall be
  deemed to have waived any claim arising out of this Agreement, or any power,
  right, privilege or remedy under this Agreement, unless the waiver of such
  claim, power, right, privilege or remedy is expressly set forth in a written
  instrument duly executed and delivered on behalf of such Person; and any such
  waiver shall not be applicable or have any effect except in the specific
  instance in which it is given.


  	Amendments. This Agreement may not be amended, modified,
  altered or supplemented other than by means of a written instrument duly
  executed and delivered on behalf of all of the parties hereto.


  	Severability. In the event that any provision of this
  Agreement, or the application of any such provision to any Person or set of
  circumstances, shall be determined to be invalid, unlawful, void or
  unenforceable to any extent, the remainder of this Agreement, and the
  application of such provision to Persons or circumstances other than those as
  to which it is determined to be invalid, unlawful, void or unenforceable,
  shall not be impaired or otherwise affected and shall continue to be valid and
  enforceable to the fullest extent permitted by law.


  	Parties in Interest. Except for the provisions of Section
  5.3, none of the provisions of this Agreement is intended to provide any
  rights or remedies to any Person other than the parties hereto and their
  respective successors and assigns, if any.


  	Entire Agreement. This Agreement and the other agreements
  referred to herein set forth the entire understanding of the parties hereto
  relating to the subject matter hereof and thereof and supersede all prior
  agreements and understandings among or between any of the parties relating to
  the subject matter hereof and thereof.


  	Waiver of Jury Trial. Each of the parties hereto hereby
  irrevocably waives any and all right to trial by jury in any Legal Proceeding
  arising out of or related to this Agreement or the transactions contemplated
  hereby.


  	Construction.

	For purposes of this Agreement, whenever the context requires: the
    singular number shall include the plural, and vice versa; the masculine
    gender shall include the feminine and neuter genders; the feminine gender
    shall include the masculine and neuter genders; and the neuter gender shall
    include the masculine and feminine genders.
	The parties hereto agree that any rule of construction to the effect that
    ambiguities are to be resolved against the drafting party shall not be
    applied in the construction or interpretation of this Agreement.
	As used in this Agreement, the words "include" and
    "including," and variations thereof, shall not be deemed to be
    terms of limitation, but rather shall be deemed to be followed by the words
    "without limitation."


  

 

The parties hereto have caused this Agreement to be executed
and delivered as of the date first written above.

Chordiant Software, Inc.


By: /s/ Samuel T. Spadafora


Name: Samuel T. Spadafora


Title: Chairman & CEO


 


ActionPoint, Inc.


By: /s/ Kimra Hawley


Name: Kimra Hawley


Title: CEO