#10.48

                              TERMINATION AGREEMENT

         THIS   TERMINATION   AGREEMENT,   dated  as  of   September   27,  2000
("Termination Agreement"),  is executed by and between LEASE PLAN NORTH AMERICA,
INC., an Illinois  corporation  ("Lease  Plan"),  as landlord (in such capacity,
"Lessor") and FAIR, ISAAC AND COMPANY,  INC., a Delaware corporation,  as lessee
(in such  capacity,  "Lessee").  Unless  otherwise  defined  herein,  all  other
capitalized terms used herein shall have the respective  meanings given to those
terms in Schedule 1.01 of the Participation Agreement (as defined below).

                                    RECITALS

         A. Lessor, Lessee, certain financial institutions (the "Participants"),
and ABN AMRO Bank N.V., acting through its San Francisco  International  Branch,
as agent for the Participants (in such capacity,  "Agent"),  are parties to that
certain  Participation  Agreement  dated as of May 15, 1998 (the  "Participation
Agreement").

         B.  Lessor and Lessee are  parties  to that  certain  Lease  Agreement,
Construction  Deed of Trust with  Assignment  of Rents,  Security  Agreement and
Fixture  Filing  dated as of May 15,  1998,  recorded  on May 20,  1998,  in the
Official  Records  of  Marin  County,   California,  as  Recorder's  Serial  No.
1998-0033519,  as amended by that certain  First  Amendment to Lease  Agreement,
Construction  Deed of Trust with  Assignment  of Rents,  Security  Agreement and
Fixture  Filing dated as of June 13, 2000, and recorded on June 13, 2000, in the
Official  Records  of  Marin  County,   California,  as  Recorder's  Serial  No.
2000-0030318 (as amended,  the "Lease"),  pursuant to which,  inter alia, Lessor
leased to Lessee, and Lessee leased from Lessor, certain Property upon the terms
and subject to the conditions set forth therein.

         C. In  connection  with the  Participation  Agreement  and the lease by
Lessor to Lessee of the Property,  Lessor and Lessee  entered into,  among other
agreements,  (i)  that  certain  Purchase  Agreement  dated  as of May 15,  1998
("Purchase Agreement"), (ii) that certain Memorandum of Purchase Agreement dated
as of May 15, 1998 (the "Memorandum of Purchase  Agreement") recorded on May 20,
1998, in the Official Records of Marin County,  California as Recorder's  Serial
No.  1998-0033520,  (iii) that certain Construction Agency Agreement dated as of
May 15,  1998 (the  "Construction  Agency  Agreement"),  and (iv) along with the
Agent,  that certain  Cash  Collateral  Agreement  dated as of May 15, 1998 (the
"Cash Collateral Agreement").

         D. In order to secure the  obligations of Lessor to Agent arising under
the  Participation  Agreement,   Lessor  executed  and  delivered,  among  other
agreements,  (i) that certain Lessor Deed of Trust and Security  Agreement dated
as of May 15, 1998, to First American Title Insurance Company,  as trustee,  for
the benefit of Agent, as beneficiary,  recorded on May 20, 1998, in the Official
Records of Marin County,  California, as Recorder's Serial No. 1998-0033522,  as
amended by that  certain  First  Amendment  to Lessor Deed of Trust and Security
Agreement  dated as of June 13,  2000,  and  recorded on June 13,  2000,  in the
Official  Records  of  Marin  County,   California,  as  Recorder's  Serial  No.
2000-0030321  (as amended,  the "Lessor

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Deed of  Trust"),  and (ii)  that  certain  Assignment  of Lease  Agreement  and
Purchase  Agreement  dated as of May 15, 1998,  recorded on May 20, 1998, in the
Official  Records  of  Marin  County,   California,  as  Recorder's  Serial  No.
1998-0033523,  as amended by that certain First Amendment to Assignment of Lease
Agreement and Purchase Agreement dated as of June 13, 2000, and recorded on June
13, 2000,  in the Official  Records of Marin County,  California,  as Recorder's
Serial No.  2000-0030322  (as amended,  the  "Assignment of Lease  Agreement and
Purchase Agreement").

         E. Lessee now desires to pay all outstanding amounts owed to Lessor and
Agent by Lessee pursuant to the Participation Agreement, the Lease and the other
Terminated Documents (as defined below) and, in connection therewith, Lessor and
Lessee desire to terminate the Participation  Agreement, the Lease, the Purchase
Agreement,  the  Memorandum  of  Purchase  Agreement,  the  Construction  Agency
Agreement,  the  Cash  Collateral  Agreement,  the  Lessor  Deed of  Trust,  the
Assignment of Lease  Agreement and Purchase  Agreement and all other  documents,
instruments and agreements  related to any of the foregoing  (collectively,  the
"Terminated  Documents")  upon the terms and subject to the conditions set forth
herein.

         NOW,  THEREFORE,  in consideration of the above Recitals and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, Lessee and Lessor hereby agree as follows:

         1. Payment and Termination of the Terminated Documents.  Lessor, in its
capacity as lessor,  and Agent,  in its capacity as agent for the  Participants,
hereby  acknowledge  receipt of  $26,314,051.34  as consideration in full of the
outstanding  Rent and all  other  amounts  owing  under  the Lease and any other
Terminated  Document,  and the termination of the Lease and all other Terminated
Documents as follows:

      A. Principal                                     $   26,141,172.18

      B. Interest  through   September  27,
         2000  (plus per diem of  $5,397.04
         for each day after  September  27,
         2000)                                                140,323.08

      C. Commitment  Fees (plus per diem of
         $240.49   for   each   day   after
         September 27, 2000)                                   20,887.98

      D. Breakage Costs                                           168.10

      E. Accrued  Expenses  of  Lessor  and
         ABN Attorneys'  Fees (estimated as
         of 9/26/00)                                           11,500.00

                                            Total      $   26,314,051.34

provided,  however,  that  nothing  contained  herein  shall  have any effect on
Lessee's   obligation   to  reimburse   the  Lessor   Parties  with  respect  to
indemnification and similar obligations of Lessee set forth in the Participation
Agreement,  the Lease or the other  Terminated  Documents,  which by their terms
expressly provide that they survive the termination of such agreement.

         2.       Termination of the Terminated Documents; Release of Liens.


                  (a)  Each  of the  Terminated  Documents  executed  by  Lessee
         pursuant  to which,  inter  alia,  Lessee  granted to Lessor a security
         interest with respect to the  obligations




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         of Lessee  arising under the  Participation  Agreement and the Lease is
         hereby terminated and Lessee is hereby released  therefrom,  and Lessor
         hereby  releases,  assigns,  transfers  and delivers to Lessee  without
         recourse and without  representation  or  warranty,  all of its rights,
         title  and  interests   contained  therein.   In  connection  with  the
         foregoing,  Lessor shall execute and deliver to Lessee for  recordation
         (i) that certain Mutual  Cancellation,  Termination and Reconveyance of
         Lease Agreement,  Construction  Deed of Trust with Assignment of Rents,
         Security  Agreement  and  Fixture  Filing in the form of  Attachment  A
         hereto (the  "Termination  of Lease"),  (ii)  Mutual  Cancellation  and
         Termination  of Purchase  Agreement in the form of  Attachment B hereto
         (the   "Termination   of  Purchase   Agreement"),   and  (iii)   Mutual
         Cancellation   and  Termination  of  Construction   Agency   Agreement,
         Assignment of Construction Agreements, and Cash Collateral Agreement in
         the form of  Attachment  C hereto  (the  "Termination  of  Construction
         Agency and Other Agreements").

                  (b) From time to time, upon request by either party, Lessor or
         Lessee shall,  without further  consideration  other than reimbursement
         for any reasonable costs and expenses, execute, deliver and acknowledge
         all such further  documents,  agreements,  certificates and instruments
         and do such further acts as the other party may  reasonably  require to
         more effectively  evidence or effectuate the transactions  contemplated
         by this  Termination  Agreement,  including,  but not  limited  to, the
         release and termination of the Terminated Documents and the release and
         discharge of all security  interests and all other rights and interests
         that Lessor has or may have had in connection therewith.

         3. Effectiveness.  This Termination Agreement shall become effective on
September 27, 2000 (the "Effective Date"),  subject to the receipt by Lessor and
Lessee  on or prior to the  Effective  Date of the  following,  each in form and
substance satisfactory to Lessor, Agent, Lessee and their respective counsel:

                  (a) This  Termination  Agreement  duly  executed by Lessee and
         Lessor;

                  (b) Lessor and Agent  shall have  received  the payment of the
         amount referred to in Section 1 hereof;

                  (c) The  Termination  of Lease,  duly  executed  by Lessee and
         Lessor and appropriately notarized;

                  (d) The  Termination of Purchase  Agreement,  duly executed by
         Lessee and Lessor and appropriately notarized;

                  (e)  The   Termination  of   Construction   Agency  and  Other
         Agreements,  duly  executed  by Lessee  and  Lessor  and  appropriately
         notarized;

                  (f) The release and reconveyance of the Lessor Deed of Trust;

                  (g) The  termination of the Assignment of Lease  Agreement and
         Purchase Agreement; and

                  (h) Such other documents, instruments and agreements as either
         Lessor  or


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         Lessee may reasonably  request in order to evidence the  termination of
         the Lease Agreement and all other Terminated  Documents as provided for
         herein.

         4.  Miscellaneous.  This  Termination  Agreement  may  not be  amended,
modified  or  waived  except  in  writing  signed  by  the  party  against  whom
enforcement  of  such  amendment,   modification  or  waiver  is  sought.   This
Termination  Agreement shall be construed and interpreted in accordance with the
laws of the State of California.  This Termination  Agreement may be executed in
one or more counterparts,  each of which shall be deemed an original, but all of
which, when taken together, shall constitute one and the same instrument.

                          [The Signature Page Follows]







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         IN WITNESS WHEREOF,  the undersigned have entered into this Termination
Agreement as of the day and year first above written.

       LESSEE:              FAIR ISAAC AND COMPANY, INC.,
                                     a Delaware corporation

                                     By: ______________________________
                                     Name: ____________________________
                                     Title: ___________________________


       LESSOR:              LEASE PLAN NORTH AMERICA, INC.,
                                     an Illinois corporation

                                     By: ______________________________
                                     Name: ____________________________
                                     Title: ___________________________



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