ex1068.htm


    Exhibit
      10.68

    


    ADDENDUM
      “A”

    


    TO
      MASTER SERVICES AGREEMENT

    


    


    This
      agreement between Ness USA, Inc. (“NESS”) (formerly Ness Global
      Services, Inc. or “NGS”), located at 160 Technology Drive, Canonsburg, PA 15317
      (“NESS”) and Chordiant Software, Inc., located at 20400 Stevens
      Creek Blvd. Cupertino, CA  95014 (“COMPANY”) is an Addendum (the
“Addendum”) to the Master Services Agreement executed on December 15, 2003 (the
“Agreement”) between NGS and COMPANY.

    


    WHEREAS,
      subsequent to the execution of the Agreement, NGS changed it corporate name
      to
      Ness USA, Inc.; and

    


    WHEREAS
      the parties hereto wish to extend the term of the Agreement, which otherwise
      would expire by its own terms on December 14, 2007.

    


    Accordingly,
      in consideration of the promises and covenants set forth below, the parties
      agree as follows, intending to be legally bound:

    


    


    
      	
              1.  

            	
              The
                term of the Agreement shall be extended through and including December
                14,
                2008.

            


    

    


    
      	
              2.  

            	
              “Ness
                USA, Inc.” shall take the place of “Ness Global Services, Inc.” throughout
                the Agreement in all respects.

            


    

    


    
      	
              3.  

            	
              With
                the exception of the foregoing changes, the terms and conditions
                of the
                Agreement shall remain in full force and
                effect.

            


    

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Addendum, intending to be
      legally bound, as of the day and year written above.

    
      


      
        	
                Accepted
                  by

              	 	
                Accepted
                  by:

              	 
	 	 	 	 	 	 
	
                /s/
                  Rocco Cozza

              	 	
                /s/
                  James F. Walsh

              	 
	
                Name: Rocco
                  Cozza

              	 	
                Name: James
                  F. Walsh

              	 
	
                Title:   Corporate
                  Counsel

              	 	
                Title:    VP,
                  Offshore Operations

              	 
	 	 	 	 	 	 
	
                Date:

              	
                October
                  18, 2007

              	 	
                Date

              	
                October
                  15, 2007

              	 
	 	 	 	 	 	 
	
                For:

              	
                Ness
                  USA, Inc.

              	 	
                For:

              	
                Chordiant
                  Software, Inc.

              	 
	 	
                (f/k/a
                  Ness Global Services, Inc.)

              	 	 	 	 
	 	 	 	 	 	 
	 	 	 	
                /s/
                  Peter S. Norman

              	 
	 	 	 	
                Title:
                  Chief Financial Officer

              	 
	 	 	 	
                Date:
                  October 25, 2007

              	 
	 	 	 	
                Chordiant
                  Software, Inc.