REGISTRATION RIGHTS AGREEMENT

            This Registration Rights Agreement is made
and entered into as of January 22, 2004 (this "Agreement"), by and between
Chordiant Software, Inc., a Delaware corporation (the "Company"), and Acqua
Wellington Opportunity I Limited, a company organized under the laws of the
Commonwealth of the Bahamas (the "Purchaser").

            WHEREAS, upon the terms and subject to the
conditions of the Purchase Agreement, dated as of the date hereof (the "Purchase
Agreement"), the Company has agreed to issue and sell shares of its Common Stock
to the Purchaser; and 

            WHEREAS, to induce the Purchaser to execute
and deliver the Purchase Agreement and to purchase the Shares (as defined in the
Purchase Agreement), the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Shares.

            NOW, THEREFORE, in consideration of the
representations, warranties and agreements contained herein and other good and
valuable consideration, the receipt and legal adequacy of which is hereby
acknowledged by the parties, the Company and the Purchaser hereby agree as
follows:

      1. Definitions.

            Capitalized terms used and not otherwise
defined herein shall have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms shall have the
following meanings:

            "Affiliate" means, with respect to any
Person, any other Person that directly or indirectly controls or is controlled
by or under common control with such Person.  For the purposes of this
definition, "control," when used with respect to any Person, means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise; and the terms of "affiliated,"
"controlling" and "controlled" have meanings correlative to the foregoing.

            "Blackout Period" shall have the meaning set
forth in Section 3(m).

            "Board" shall have the meaning set forth in
Section 3(m).

            "Business Day" means any day except
Saturday, Sunday and any day which is a legal holiday or a day on which banking
institutions in the state of New York generally are authorized or required by
law or other government actions to close.

            "Commission" means the Securities and
Exchange Commission.

            "Common Shares" shall have the meaning set
forth in the definition of "Registrable Securities."

            "Common Stock" means the Company's Common
Stock, $0.001 par value.

            "Effectiveness Date" means with respect to
the Registration Statement the earlier of (x) the 90th day following the Filing
Date, before which the Company will use commercially reasonable efforts to cause
the registration statement to become effective and (y) the date which is within
five (5) Business Days of the date on which the Commission informs the Company
that the Commission (i) will not review the Registration Statement or (ii) that
the Company may request the acceleration of the effectiveness of the
Registration Statement provided, however, that if the Commission so informs the
Company after February 9, 2004, the Effectiveness Date shall not be earlier than
five (5) Business Days after the Company files its Form 10-K for year ended
December 31, 2003. 

            "Effectiveness Period" shall have the
meaning set forth in Section 2.

            "Event" shall have the meaning set forth in
Section 8(d).

            "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

            "Filing Date" means the date that the
Registration Statement is required to be filed which shall be within fourteen
(14) Business Days following the Closing Date.

            "Holder" means the holder from time to time
of Registrable Securities including, including, without limitation, the
Purchaser and its assignees.

            "Indemnified Party" shall have the meaning
set forth in Section 6(c).

            "Indemnifying Party" shall have the meaning
set forth in Section 6(c).

            "Liquidated Damages" shall have the meaning
set forth in Section 8(d).

            "Losses" shall have the meaning set forth in
Section 5(a).

            "NMS" shall mean the Nasdaq National Market.

            "Person" means an individual or a
corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or political subdivision thereof) or other entity of any kind.

            "Proceeding" means an action, claim, suit,
investigation or proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus" means the prospectus included
in the Registration Statement (including, without limitation, a prospectus that
includes any information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.

            "Registrable Securities" means the shares of
Common Stock issued pursuant to the Purchase Agreement and upon any stock split,
stock dividend, recapitalization or similar event with respect to such shares of
Common Stock and any other securities issued in exchange of or replacement of
such shares of Common Stock (collectively, the "Common Shares"); until in the
case of any of the Common Shares (i) a Registration Statement covering such
Common Share has been declared effective by the SEC and continues to be
effective during the Effectiveness Period; (ii) such Common Share is sold in
compliance with Rule 144 or may be sold pursuant to Rule 144(k) after which time
such Common Share shall not be a Registrable Security; (iii) such Common Share
is sold pursuant to the Registration Statement; or (iv) such Common Share is
transferred in a transaction in which the transferor's rights hereunder are not
assigned.

            "Registration Statement" means the
registration statement, including the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference in
such registration statement.

            "Rule 144" means Rule 144 promulgated by the
Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule.

            "Rule 158" means Rule 158 promulgated by the
Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the
Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission
having substantially the same effect as such Rule.

            "Securities Act" means the Securities Act of
1933, as amended.

            "Special Counsel" means any special counsel
to the Holder, for which the Holder will be reimbursed by the Company pursuant
to Section 8 of this Agreement and Section 7 of the Purchase Agreement.

      2. Registration.  On or prior to the Filing Date
the Company shall prepare and file with the Commission a "shelf" Registration
Statement covering all Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415.  The Registration Statement shall be on
Form S-3 (except if the Company is not then eligible to register for resale the
Registrable Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance with the Securities Act and the rules
promulgated thereunder) and shall contain (except if otherwise directed by the
Purchaser) the "Plan of Distribution" attached hereto as Exhibit A.  The Company
shall (i) not permit any securities other than the Registrable Securities to be
included in the Registration Statement, other than the securities described in
Schedule 1 hereto, (ii) use commercially reasonable efforts to cause the
Registration Statement to be declared effective under the Securities Act
(including filing with the Commission a request for acceleration of
effectiveness in accordance with Rule 461 promulgated under the Securities Act
within five (5) Business Days of the date that the Company is notified (orally
or in writing, whichever is earlier) by the Commission that a Registration
Statement will not be "reviewed," or not be subject to further review; provided,
however, that if, such notification is made after February 9, 2004, the Company
shall not be required to so request acceleration until three (3) Business Days
after it files its Form 10-K for the year ended December 31, 2003 with the
Commission) as soon as possible after the filing thereof, but in any event prior
to the Effectiveness Date, and to keep such Registration Statement continuously
effective under the Securities Act until such date as is the earlier of (x) the
date when all Registrable Securities covered by such Registration Statement have
been sold or (y) the date on which the Registrable Securities may be sold
without any restriction pursuant to Rule 144(k) as determined by the counsel to
the Company pursuant to a written letter, addressed to the Company's transfer
agent to such effect (the "Effectiveness Period").  

      3. Registration Procedures; Company's Obligations.

            In connection with the registration of the
Registrable Securities, the Company shall:

            (a) Prepare and file with the Commission on
or prior to the Filing Date, a Registration Statement on Form S-3 (or if the
Company is not then eligible to register for resale the Registrable Securities
on Form S-3 such registration shall be on another appropriate form in accordance
with the Securities Act and the Rules promulgated thereunder) in accordance with
the method or methods of distribution thereof as specified by the Holder (except
if otherwise directed by the Holder), and use commercially reasonable efforts to
cause the Registration Statement to become effective and remain effective as
provided herein; provided, however, that not less than three (3) Business Days
prior to the filing of the Registration Statement or any related Prospectus or
supplement thereto or not less than one (1) Business Day prior to the filing any
amendment to the Registration Statement (other than any document incorporated
therein by reference), the Company shall (i) furnish to the Holder and any
Special Counsel, copies of all such documents proposed to be filed (other than
correspondence and supplemental information not directly related to the Holder
or the transactions contemplated by the Purchase Agreement), which documents
will be subject to the timely review of such Special Counsel, and (ii) at the
request of the Holder cause its officers and directors, counsel and independent
certified public accountants to respond to such inquiries as shall be necessary,
in the reasonable opinion of counsel to such Holder, to conduct a reasonable
investigation within the meaning of the Securities Act.  The Company shall not
file the Registration Statement or any such Prospectus or any amendments (other
than any documents incorporated therein by reference) or supplements thereto to
which the Holder or any Special Counsel shall reasonably object in writing
within three (3) Business Days (one (1) Business Day in the case of amendments
to the Registration Statement) of their receipt thereof.

            (b)   Prepare and file with the Commission
such amendments, including post-effective amendments, to the Registration
Statement as may be necessary to keep the Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness
Period in order to register for resale under the Securities Act all of the
Registrable Securities, provided, however, that the Company shall be under no
obligation to file a post-effective amendment to the Registration Statement
between February 9, 2004 and the date which is three (3) days after the date on
which the Company files its Form 10-K for the year ended December 31, 2003; (ii)
cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the
Securities Act; (iii) respond promptly to any comments received from the
Commission with respect to the Registration Statement or any amendment thereto
and promptly provide the Holder true and complete copies of all correspondence
from and to the Commission relating to the Registration Statement; and (iv)
comply in all material respects with the provisions of the Securities Act and
the Exchange Act with respect to the disposition of all Registrable Securities
covered by the Registration Statement during the applicable period in accordance
with the intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.

            (c) Notify the Holder of Registrable
Securities to be sold and any Special Counsel promptly (and, in the case of (i)(A)
below, not less than three (3) Business Days prior to such filing) and (if
requested by any such Person) confirm such notice in writing no later than three
(3) Business Days following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to be filed; (B) when the Commission notifies the Company whether there will be
a "review" of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement and (C) with respect to the
Registration Statement or any post-effective amendment, when the same has become
effective; (ii) of any request by the Commission or any other Federal or state
governmental authority for amendments or supplements to the Registration
Statement or Prospectus or for additional information; (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event that makes any statement made in
the Registration Statement or Prospectus or any document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that
requires any revisions to the Registration Statement, Prospectus or other
documents so that, in the case of the Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. 

            The Company shall promptly furnish to
Special Counsel, without charge, (i) any correspondence from the Commission or
the Commission's staff to the Company or its representatives directly relating
to the Holder or the transactions contemplated by Purchase Agreement and (ii)
promptly after the same is prepared and filed with the Commission, a copy of any
written response to the correspondence received from the Commission.

            (d) Use commercially reasonable efforts to
avoid the issuance of, or, if issued, obtain the withdrawal of, (i) any order
suspending the effectiveness of the Registration Statement or (ii) any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any U.S. jurisdiction, at the earliest
practicable moment.

            (e) If requested by the Holder, (i) promptly
incorporate in a Prospectus supplement or post-effective amendment to the
Registration Statement such information as the Company reasonably agrees should
be included therein and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the
Company has received notification of the matters to be incorporated in such
Prospectus supplement or post-effective amendment; provided, however, that the
Company shall be under no obligation to file a post-effective amendment to the
Registration Statement between February 9, 2004 and the date which is three (3)
days after the date on which the Company files its Form 10-K for the year ended
December 31, 2003.  

            (f) [Reserved]

            (g) Promptly deliver to the Holder and any
Special Counsel, without charge, as many copies of the Registration Statement,
Prospectus or Prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably request; and the
Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by the selling Holder in connection with the offering and
sale of the Registrable Securities covered by such Prospectus and any amendment
or supplement thereto, subject to paragraph (m) of this Section 3.

            (h) Prior to any public offering of
Registrable Securities, use commercially reasonable efforts to register or
qualify or cooperate with the selling Holders and any Special Counsel in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as the Holder reasonably requests in writing, to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of the Registrable
Securities covered by a Registration Statement; provided, however, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or subject the Company to any tax in any such jurisdiction
where it is not then so subject.

            (i) Cooperate with the Holder to facilitate
the timely preparation and delivery of certificates representing Registrable
Securities to be sold pursuant to a Registration Statement  and to enable such
Registrable Securities to be in such denominations and registered in such names
as the Holder may request at least two (2) Business Days prior to any sale of
Registrable Securities.

            (j) Subject to the Company's right to
suspend the use of the Registration Statement pursuant to paragraph (m) of this
Section 3, upon the occurrence of any event contemplated by Section 3(c)(v),
promptly prepare a supplement or amendment, including a post-effective
amendment, to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and file any other required document so that, as thereafter
delivered, neither the Registration Statement nor such Prospectus will contain
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, in the light
of the circumstances under which they were made, not misleading; provided,
however, that the Company shall be under no obligation to file a post-effective
amendment to the Registration Statement between February 9, 2004 and the date
which is three (3) days after the date on which the Company files its Form 10-K
for the year ended December 31, 2003.

            (k) Use commercially reasonable efforts to
cause all Registrable Securities relating to such Registration Statement to be
listed on the NMS and any other securities exchange, quotation system, market or
over‐the‐counter bulletin board, if any, on which the same securities issued by
the Company are then listed as and when required pursuant to the Purchase
Agreement.

            (l) Comply in all material respects with all
applicable rules and regulations of the Commission and make generally available
to its security holders earning statements satisfying the provisions of Section
11(a) of the Securities Act and Rule 158 not later than forty-five (45) days
after the end of any twelve (12) month period (or ninety (90) days after the end
of any twelve (12) month period if such period is a fiscal year) commencing on
the first day of the first fiscal quarter of the Company after the effective
date of the Registration Statement, which statement shall conform to the
requirements of Rule 158.

            (m) If (i) there is material non-public
information regarding the Company which the Company's Board of Directors (the
"Board") reasonably determines not to be in the Company's best interest to
disclose and which the Company is not otherwise required to disclose, or (ii)
there is a significant business opportunity (including, but not limited to, the
acquisition or disposition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer or other similar
transaction) available to the Company which the Board reasonably determines not
to be in the Company's best interest to disclose and which the Company would be
required to disclose under the Registration Statement or (iii) at any time the
Board reasonably determines in good faith that the Registration Statement
contains 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,
in the light of the circumstances under which they were made, not misleading and
cannot be utilized in connection with the sale of shares of Common Stock until
it has been appropriately amended, then the Company may suspend effectiveness of
a registration statement and suspend the sale of Registrable Securities under a
Registration Statement for a period not to exceed twenty (20) consecutive days,
provided that the Company may not suspend its obligation for more than
forty-five (45) days in the aggregate in any 24-month period (each, a "Blackout
Period"); provided, however, that no such suspension shall be permitted for
consecutive twenty (20) day periods, arising out of the same set of facts,
circumstances or transactions.

            (n) Within three (3) Business Days after the
Registration Statement which includes the Registrable Securities is ordered
effective by the Commission, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Holder whose Registrable Securities are included
in such Registration Statement) confirmation that the Registration Statement has
been declared effective by the Commission in the form attached hereto as Exhibit
B.

      4. Registration Procedures; Holder's Obligations

            In connection with the registration of the
Registrable Securities, the Holder shall:

            (a) If the Registration Statement refers to
the Holder by name or otherwise as the holder of any securities of the Company,
have the right to require (if such reference to the Holder by name or otherwise
is not required by the Securities Act or any similar federal statute then in
force) the deletion of the reference to the Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

            (b) (i) not sell any Registrable Securities
under the Registration Statement until it has received copies of the Prospectus
as then amended or supplemented as contemplated in Section 3(g) and notice from
the Company that such Registration Statement and any post-effective amendments
thereto have become effective as contemplated by Section 3(c), (ii) comply with
the prospectus delivery requirements of the Securities Act as applicable to it
in connection with sales of Registrable Securities pursuant to the Registration
Statement and (iii) furnish to the Company information regarding such Holder and
the distribution of such Registrable Securities as is required by law to be
disclosed in the Registration Statement, and the Company may exclude from such
registration the Registrable Securities of any Holder that fails to furnish such
information within a reasonable time prior to the filing of each Registration
Statement, supplemented Prospectus and/or amended Registration Statement.

            (c) upon receipt of a notice from the
Company of the occurrence of any event of the kind described in Section
3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(m), forthwith discontinue
disposition of such Registrable Securities under the Registration Statement
until the Holder's receipt of the copies of the supplemented Prospectus and/or
amended Registration Statement contemplated by Section 3(j), or until it is
advised in writing by the Company that the use of the applicable Prospectus may
be resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement.

            (d) In the event of a sale of Registrable
Securities by the Purchaser pursuant to the Registration Statement, the
Purchaser must also deliver to the Company's transfer agent, with a copy to the
Company, a Certificate of Subsequent Sale substantially in the form attached
hereto as Exhibit C, so that the shares may be properly transferred.

 

      5. Registration Expenses

            All reasonable fees and expenses incident to
the performance of or compliance with this Agreement by the Company shall be
borne by the Company whether or not the Registration Statement is filed or
becomes effective and whether or not any Registrable Securities are sold
pursuant to the Registration Statement.  The fees and expenses referred to in
the foregoing sentence shall include, without limitation the following: (i) all
registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the NMS and each other
securities exchange or market on which Registrable Securities are required
hereunder to be listed, and (B) with respect to filings required to be made with
the Commission, (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities), (iii) messenger, telephone
and delivery expenses, (iv) fees and disbursements of counsel for the Company
and (v) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this
Agreement, including, without limitation, the Company's independent public
accountants.  In addition, the Company shall be responsible for all of its
internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.

      6. Indemnification

            (a) Indemnification by the Company.  The
Company shall, notwithstanding any termination of this Agreement, indemnify and
hold harmless the Purchaser, its permitted assignees, officers, directors,
agents, brokers (including brokers who offer and sell Registrable Securities as
principal as a result of a pledge or any failure to perform under a margin call
of Common Stock), investment advisors and employees, each Person who controls
any such Purchaser or permitted assignee (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, and the
respective successors, assigns, estate and personal representatives of each of
the foregoing, to the fullest extent permitted by applicable law, from and
against any and all claims, losses, damages, liabilities, penalties, judgments,
costs (including, without limitation, costs of investigation) and expenses
(including, without limitation, reasonable attorneys' fees and expenses)
(collectively, "Losses"), arising out of or relating to any untrue or alleged
untrue statement of a material fact contained in the Registration Statement, any
Prospectus, as supplemented or amended, if applicable, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any
Prospectus or form of prospectus or supplement thereto, in the light of the
circumstances under which they were made) not misleading, except (i) to the
extent, but only to the extent, that such untrue statements or omissions are
based solely upon information regarding the Holder furnished in writing to the
Company by the Holder expressly for use therein, which information was reviewed
and expressly approved by the Holder or Special Counsel expressly for use in the
Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto or (ii) as a result of the failure of the Holder
to deliver a Prospectus, as amended or supplemented, to a purchaser in
connection with an offer or sale.  The Company shall notify the Holder promptly
of the institution, threat or assertion of any Proceeding of which the Company
is aware in connection with the transactions contemplated by this Agreement. 
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of an Indemnified Party (as defined in
Section 6(c) hereof) and shall survive the transfer of the Registrable
Securities by the Holder.

            (b) Indemnification by Purchaser.  Purchaser
and its permitted assignees shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, and the respective successors, assigns,
estate and personal representatives of each of the foregoing, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred,
arising out of or relating to any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, any Prospectus, as
supplemented or amended, if applicable, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in the light of the circumstances under
which they were made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission is contained in or omitted from any
information so furnished in writing by the Holder or the Special Counsel to the
Company specifically for inclusion in the Registration Statement or such
Prospectus or to the extent that such information relates to the Holder or the
Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by the Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus
Supplement.  Notwithstanding anything to the contrary contained herein, the
Holder shall be liable under this Section 6(b) for only that amount as does not
exceed the net proceeds to the Holder as a result of the sale of Registrable
Securities pursuant to such Registration Statement.

            (c) Conduct of Indemnification Proceedings. 
If any Proceeding shall be brought or asserted against any Person entitled to
indemnity pursuant to Section 6(a) or 6(b) hereunder (an "Indemnified Party"),
such Indemnified Party promptly shall notify the Person from whom indemnity is
sought (the "Indemnifying Party) in writing, and the Indemnifying Party shall
assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have materially and adversely prejudiced the
Indemnifying Party.

            An Indemnified Party shall have the right to
employ separate counsel in any such Proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
in writing to pay such fees and expenses; or (2) the Indemnifying Party shall
have failed promptly to assume the defense of such Proceeding and to employ
counsel reasonably satisfactory to such Indemnified Party in any such
Proceeding; or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel reasonably
acceptable to the Indemnifying Party that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party).  The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld.  No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, which consent shall
not unreasonably be withheld, effect any settlement of any pending Proceeding in
respect of which any Indemnified Party is a party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding.

            All reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within twenty (20) Business Days of written notice thereof
to the Indemnifying Party (regardless of whether it is ultimately determined
that an Indemnified Party is not entitled to indemnification hereunder;
provided, that the Indemnifying Party may require such Indemnified Party to
undertake to reimburse all such fees and expenses to the extent it is finally
judicially determined that such Indemnified Party is not entitled to
indemnification hereunder or pursuant to applicable law).

            (d) Contribution.  If a claim for
indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified
Party because of a failure or refusal of a governmental authority to enforce
such indemnification in accordance with its terms (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations. 
The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying, Party or Indemnified Party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission.  The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 6(c), any reasonable attorneys' or other
reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in under Section 6(a) or 6(b) was
available to such party in accordance with its terms.  Notwithstanding anything
to the contrary contained herein, the Holder shall be liable or required to
contribute under this Section 6(d) for only that amount as does not exceed the
net proceeds to the Holder as a result of the sale of Registrable Securities
pursuant to such Registration Statement.

            The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 6(d) were
determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to in the
immediately preceding paragraph.  No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.

            The indemnity and contribution agreements
contained in this Section are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties.

      7. Rule 144.

            As long as the Holder owns Registrable
Securities, the Company covenants to timely file (or obtain extensions in
respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Section
13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true
and complete copies of all such filings.  As long as the Holder owns Registrable
Securities, if the Company is not required to file reports pursuant to Section
13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders
and make publicly available in accordance with Rule 144(c) promulgated under the
Securities Act annual and quarterly financial statements, together with a
discussion and analysis of such financial statements in form and substance
substantially similar to those that would otherwise be required to be included
in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as
any other information required thereby, in the time period that such filings
would have been required to have been made under the Exchange Act.  The Company
further covenants that it will take such further action as the Holder may
reasonably request, all to the extent required from time to time to enable the
Holder to sell Common Shares without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 promulgated under
the Securities Act, including providing any legal opinions of counsel to the
Company referred to in the Purchase Agreement.  Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly
authorized officer as to whether it has complied with such requirements.  

      8. Miscellaneous.

            (a) Remedies.  The remedies provided in this
Agreement and the Purchase Agreement are cumulative and not exclusive of any
remedies provided by law; provided, however, that Liquidated Damages shall be
the exclusive monetary damages under this Agreement with respect to an Event (as
defined in paragraph (d) of this Section 8).  Subject to the immediately
preceding sentence, in the event of a breach by the Company or by the Holder, of
any of their obligations under this Agreement, the Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by law
and under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement.  The Company and the
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

            (b) No Inconsistent Agreements.  Neither the
Company nor any of its subsidiaries has, as of the date hereof entered into and
currently in effect, nor shall the Company or any of its Affiliates, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof, other than rights
granted pursuant to the documents listed on Schedule 1 hereto.  Without limiting
the generality of the foregoing, without the written consent of the Holder, the
Company shall not grant to any Person the right to request the Company to
register any securities of the Company under the Securities Act if the rights so
granted are inconsistent with the rights granted to Holders set forth herein, or
otherwise prevent the Company with complying with all of its obligations
hereunder.

            (c) No Piggyback on Registrations.  Neither
the Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in the
Registration Statement other than the securities listed on Schedule 1 hereto.

            (d) Failure to File Registration Statement
and Other Events.  The Company and the Holders agree that the Holders will
suffer damages if the Registration Statement is not filed on or prior to the
Filing Date and not declared effective by the Commission on or prior to the
Effectiveness Date and maintained in the manner contemplated herein during the
Effectiveness Period or if certain other events occur.  The Company and the
Holders further agree that it would not be feasible to ascertain the extent of
such damages with precision.  Accordingly, if (i) the Registration Statement (x)
is not filed on or prior to the Filing Date, or (y) is not declared effective by
the Commission on or prior to the Effectiveness Date, or (ii) the Company fails
to file with the Commission a request for acceleration in accordance with Rule
461 promulgated under the Securities Act within five (5) Business Days of the
date that the Company is notified (orally or in writing, whichever is earlier)
by the Commission that a Registration Statement will not be "reviewed," or not
subject to further review, provided, however, that if, such notification is made
after February 9, 2004, the Company shall not be required to so request
acceleration until three (3) Business Days after it files its Form 10-K for the
year ended December 31, 2003 with the Commission, or (iii) the Registration
Statement is filed with and declared effective by the Commission but thereafter
ceases to be effective (other than in connection with a Blackout Period as
described in Section 3(m) hereof or in connection with the filing of a
post-effective amendment or supplement to the Registration Statement pursuant to
Section 3(e) hereof) as to all Registrable Securities  at any time during the
Period, without being succeeded within a reasonable period by a subsequent
Registration Statement filed with and declared effective by the Commission, or
(iv) during any 24-month period during the Effectiveness Period, trading in the
Common Stock shall be suspended for any reason (other than in connection with a
general suspension of trading on the Nasdaq Stock Market or any national
securities exchange on which the Common Stock is traded) for more than three (3)
Business Days in the aggregate, or (v) the Company has breached Section 3(n) of
this Agreement (any such failure or breach being referred to as an "Event"), the
Company shall pay as liquidated damages for such failure and not as a penalty
(the "Liquidated Damages") to the Holder an amount equal to two percent (2%) of
the purchase price paid by the Holder for all Registrable Securities then held
by the Holder for each thirty (30) day period, pro rated for any period less
than thirty (30) days (except if the Event occurs due to a breach of Section
8(d)(i)(y) the amount shall equal one and a half percent (1.5%) in the first
thirty (30) day period and two percent (2%) for every thirty (30) day periods
thereafter, prorated for any period less than thirty (30) days), following the
Event until the applicable Event has been cured. Payments to be made pursuant to
this Section 8(d) shall be due and payable immediately upon demand at the option
of the Holders in cash.  The parties agree that the Liquidated Damages represent
a reasonable estimate on the part of the parties, as of the date of this
Agreement, of the amount of damages that may be incurred by the Holders if any
Event as described herein has occurred.

            (e) Consent to Jurisdiction.

                  (i) Both the Company and the Purchaser
(i) hereby irrevocably submit to the jurisdiction of the United States District
Court for the Southern District of New York and the courts of the State of New
York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Agreement or the Purchase
Agreement and (ii) hereby waive, and agree not to assert in any such suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in an
inconvenient forum or that the venue of the suit, action or proceeding is
improper.  Both the Company and the Purchaser consent to process being served in
any such suit, action or proceeding by mailing a copy thereof to such party at
the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.  Nothing in this Section 8(e) shall affect or limit any right to serve
process in any other manner permitted by law.

            (f) Amendments and Waivers.  The provisions
of this Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Purchaser.

            (g) Notices.  Any and all notices or other
communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earlier of (i)
the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified for notice prior to 5:00
p.m., New York time, on a Business Day, (ii) the first Business Day after the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified for notice later than 5:00 p.m., New
York time, on any date and earlier than 11:59 p.m., eastern time, on such date,
(iii) the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service or (iv) actual receipt by the party to whom
such notice is required to be given. 

(x)   if to the Company:

      Chordiant Software, Inc.

      20400 Stevens Creek Blvd., Suite 440

      Cupertino, CA  95014

      Tel. No.: (408) 517-6100

      Fax No.: (408) 517-0270

      Attn: Chief Financial Officer & General Counsel

 

    with a copy to:

      Cooley Godward LLP

      5 Palo Alto Square

      3000 El Camino Real

Palo Alto, CA  94306-2155

      Tel. No.: (650) 843-5000

      Fax No.: (650) 849-7400

      Attn: Nancy H. Wojtas, Esq.

 

(y)   if to the Purchaser:

      Acqua Wellington Opportunity I Limited

      Shirlaw House

      87 Shirley Street

      Nassau, Bahamas

      Tel. No.: (242) 393-0224

      Fax No.: (242) 393-7570

      Attn: Michael Taylor

      with a copy to:

                        Jenkens & Gilchrist Parker
Chapin LLP

                        The Chrysler Building

                        405 Lexington Avenue

                        New York, NY 10174

                        Tel. No.: (212) 704-6000

                        Fax No.: (212) 704-6288

                        Attn:  Christopher S. Auguste

 

or to such other address or addresses or facsimile
number or numbers as any such party may most recently have designated in writing
to the other parties hereto by such notice.  

            (h) Successors and Assigns.  This Agreement
shall be binding upon and inure to the benefit of the parties and their
successors and permitted assigns and shall inure to the benefit of the Holder
and its successors and assigns.  The Company may not assign this Agreement or
any of its respective rights or obligations hereunder without the prior written
consent of the Purchaser; provided, however that no such consent shall be
required in connection with:  (a) a consolidation or merger of the Company with
or into another corporation or other entity or a sale, transfer or other
disposition of all or substantially all the Company's property, assets or
business to another corporation or other entity and the assignee agrees in
writing to be bound by all of the provisions of this Agreement; or (b) a
reorganization or other transaction the primary purpose of which is to change
the jurisdiction of organization and/or corporate form of the Company.  Each
Purchaser may assign its rights hereunder only in the manner and to the Persons
as permitted in paragraph (i) of this Section 8.

            (i) Assignment of Registration Rights.  The
rights of the Holder hereunder, including the right to have the Company register
for resale Registrable Securities in accordance with the terms of this
Agreement, shall be assignable by each Holder to any transferee of the Holder of
all or a portion of the shares of Registrable Securities if:  (i) the Holder
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned, (iii)
following such transfer or assignment the further disposition of such securities
by the transferee or assignees is restricted under the Securities Act and
applicable state securities laws, (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section, the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions of this Agreement, and (v) such transfer shall have been made in
accordance with the applicable requirements of the Purchase Agreement and shall
be for no less than 50% of the Registrable Securities.  In addition, the Holder
shall have the right to assign its rights hereunder to any other Person with the
prior written consent of the Company, which consent shall not be unreasonably
withheld.  The rights to assignment shall apply to the Holder (and to
subsequent) successors and assigns.  In the event of an assignment pursuant to
this Section 8(i), the Purchaser shall pay all incremental costs and expenses
incurred by the Company in connection with filing a Registration Statement (or
an amendment to the Registration Statement) to register the shares of
Registrable Securities assigned to any assignee or transferee of the Purchaser.

            (j) Counterparts.  This Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and, all of which taken together shall constitute one
and the same Agreement.  In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile signature were the original
thereof.

            (k) Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of law thereof. This Agreement shall
not be interpreted or construed with any presumption against the party causing
this Agreement to be drafted.

            (l) Termination.  This Agreement shall
terminate on the earliest of (i) the date on which all remaining Registrable
Securities may be sold without restriction pursuant to Rule 144(k) of the
Securities Act; (ii) the date upon which all remaining Registrable Securities
have been sold pursuant to the Registration Statement or Rule 144; or (iii) the
date upon which all remaining Registrable Securities have been transferred
pursuant to a transaction in which the transferor's rights hereunder have not
been assigned.

            (m) Severability.  If any term, provision,
covenant or restriction of this Agreement is held to be invalid, illegal, void
or unenforceable in any respect, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.  It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

            (n) Headings.  The headings herein are for
convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

            IN WITNESS WHEREOF, the parties hereto have
caused this Registration Rights Agreement to be duly executed by their
respective authorized persons as of the date first indicated above.

CHORDIANT SOFTWARE, INC.

By:         /s/
Michael J. Shannahan

      Name:  Michael J.
Shannahan

      Title:   
Senior Vice President & CFO

ACQUA WELLINGTON OPPORTUNITY I LIMITED

By:         /s/
M W Taylor

      Name: M W Taylor

      Title:   
Director

 

EXHIBIT A

 

PLAN OF DISTRIBUTION

 

      We are registering the shares of common stock on
behalf of the selling stockholder. The shares of common stock may be sold in one
or more transactions at fixed prices, at prevailing market prices at the time of
sale, at prices related to the prevailing market prices, at varying prices
determined at the time of sale, or at negotiated prices. These sales may be
effected at various times in one or more of the following transactions on any
national securities exchange or U.S. inter-dealer system of a registered
national securities association on which our common stock may be listed or
quoted at the time of sale, including the Nasdaq National Market;

. in the over-the-counter market;

. in private transactions and transactions otherwise
than on these exchanges or systems or in the over-the-counter market; 

. in connection with short sales of the shares; 

. by pledge to secure or in payment of debt and other
obligations; 

. through the writing of options, whether the options
are listed on an options exchange or otherwise; 

. in connection with the writing of non-traded and
exchange-traded call options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options; or 

. through a combination of any of the above
transactions. 

      The selling stockholder and its successors,
including its transferees, pledgees or donees or their successors, may sell the
common stock directly to purchasers or through underwriters, broker-dealers or
agents, who may receive compensation in the form of discounts, concessions or
commissions from the selling stockholder or the purchasers. These discounts,
concessions or commissions as to any particular underwriter, broker-dealer or
agent may be in excess of those customary in the types of transactions involved.


      If the selling stockholder uses this prospectus
for any sale of the shares of common stock, it will be subject to the prospectus
delivery requirements of the Securities Act.  In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144 of the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. 

      We entered into a registration rights agreement
for the benefit of the selling stockholder to register our common stock under
applicable federal and state securities laws. The registration rights agreement
provides for cross- indemnification of the selling stockholder and us and our
respective directors, officers and controlling persons against specific
liabilities in connection with the offer and sale of the common stock, including
liabilities under the Securities Act.  We will pay all costs and expenses
associated with the registration of the resale shares. These costs and expenses
include the SEC's filing fees and fees under state securities or "blue sky"
laws, and legal, accounting, printing, and other costs related to the
registration of the shares.  The selling stockholder will pay any underwriting
discounts, commissions or concessions, transfer taxes and other expenses
associated with any sale of the shares of common stock by it.

EXHIBIT B

FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

Equiserve Transfer Agent

150 Royall Street

Canton, MA 02021

Fax:  (617) 360-6900

Attn:  Paula Gill (ph: 781-575-2661)

Re:   Chordiant Software, Inc.

Ladies and Gentlemen:

      We are counsel to Chordiant Software, Inc., a
Delaware corporation (the "Company"), and have represented the Company in
connection with that certain Purchase Agreement (the "Purchase Agreement"),
dated as of _________ __, 2002 by and between the Company and the purchaser (the
"Purchaser" and the "Holder") named therein pursuant to which the Company issued
to the Purchaser shares (the "Common Shares") of its Common Stock, $0.001 par
value (the "Common Stock").  Pursuant to the Purchase Agreement, the Company has
also entered into a Registration Rights Agreement with the Purchaser (the
"Registration Rights Agreement"), dated as of _________ __, 2002, pursuant to
which the Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement), including the
Common Shares, under the Securities Act of 1933, as amended (the "1933 Act"). 
In connection with the Company's obligations under the Registration Rights
Agreement, on _________ __, 2002, the Company filed a Registration Statement on
Form S-3 (File No. 333-________) (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") relating to the resale of the
Registrable Securities which names the Holder as a selling stockholder
thereunder.

      In connection with the foregoing, we advise you
that a member of the SEC's staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the 1933
Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we
have no knowledge, after telephonic inquiry of a member of the SEC's staff, that
any stop order suspending its effectiveness has been issued or that any
proceedings for that purpose are pending before, or threatened by, the SEC and,
accordingly, the Registrable Securities are available for resale under the 1933
Act in the manner specified in, and pursuant to the terms of the Registration
Statement.

                                            Very truly
yours,

                                            By:
                                                               

 

cc:   Acqua Wellington Opportunity I Limited

EXHIBIT C

CERTIFICATE OF SUBSEQUENT SALE

Equiserve Transfer Agent

150 Royall Street

Canton, MA 02021

Fax:  (617) 360-6900

Attention:  Paula Gill (ph: 781-575-2661)

RE:   Sale of Shares of Common Stock of Chordiant
Software, Inc. (the "Company") pursuant to the Company's Prospectus dated
_______________, 2004 (the "Prospectus")

Dear Sir/Madam:

            The undersigned hereby certifies, in
connection with the sale of shares of Common Stock of the Company included in
the table of Selling Stockholders in the Prospectus, that the undersigned has
sold the Shares pursuant to the Prospectus and in a manner described under the
caption "Plan of Distribution" in the Prospectus and that such sale complies
with all applicable securities laws, including, without limitation, the
Prospectus delivery requirements of the Securities Act of 1933, as amended.

            Selling Stockholder (the beneficial
owner):     

            Record Holder (e.g., if held in name of
nominee):     

            Restricted Stock Certificate No.(s):     


            Number of Shares Sold:  

            Date of Sale:     

In the event that you receive a stock certificate(s)
representing more shares of Common Stock than have been sold by the undersigned,
then you should return to the undersigned a newly issued certificate for such
excess shares in the name of the Record Holder and BEARING A RESTRICTIVE
LEGEND.  Further, you should place a stop transfer on your records with regard
to such certificate.

Very truly yours,

By:   

Print Name: 

Title:      

Dated:      

cc:   Investor Relations

      Chordiant Software, Inc.

      20400 Stevens Creek Boulevard, Suite 400

      Cupertino, California  95014

 

Schedule 1

The Company may permit the following securities to be
included in the Registration Statement:

1.    Securities having registration rights pursuant to
the Chordiant Software, Inc. Amended and Restated Registration Rights Agreement,
dated September 28, 1999, by and among the Company and the Investors named
therein;

2.    Securities having registration rights pursuant to
the Chordiant Software, Inc. Subordinated Registration Rights Agreement, dated
July 19, 2000, by and among the Company and sellers of the capital stock of
White Spider Software, Inc.; 

3.    Securities having registration rights pursuant to
the Registration Rights Agreement, dated May 17, 2001 by and among the Company
and ActionPoint, Inc.; and

4.    Securities having registration rights pursuant to
the Chordiant Software, Inc. Warrant, dated August 12, 2002, issued to
International Business Machines Corporation.