**AMENDMENT
      NO. 1**


**TO**


**MASTER
      SOFTWARE LICENSE & SUPPORT AGREEMENT**








This
      Amendment No.1 (this “Amendment”) to the Master Software License & Support
      Agreement (the “Agreement”) dated February 1, 2006 by and between Chordiant
      Software, Inc. (“Licensor”) and Citicorp Credit Services, Inc. (USA)
      (“Licensee”) is made as of December 8, 2006 by and between Licensor and
      Licensee.





For
      good and valuable consideration, the receipt and sufficiency of which hereby
      are
      acknowledged by the parties hereto, the parties agree as follows:




1.  Section
      6.2 of the Agreement shall be amended by deleting the first sentence of the
      paragraph and inserting the following sentence in lieu thereof:




“Each
      License granted by Licensor pursuant to this Agreement shall be a fully paid
      up,
      non-exclusive, irrevocable, perpetual (except as set forth in Section 2 above)
      worldwide license to use, perform, modify, enhance and create derivative works
      of the Software in the furtherance of Licensee’s or its Affiliates’ business
      purposes, subject only to such use restrictions as may be specifically set
      forth
      on the applicable License Schedule, including without limitation geographic
      restrictions and restrictions on the number or location of the computers or
      the
      users.”




2.
      Section 6.3 of the Agreement shall be amended by deleting the first sentence
      of
      the paragraph and inserting the following sentence in lieu thereof:




“Unless
      otherwise specifically set forth on the applicable License Schedule, each
      License granted pursuant to this Master Agreement shall include, for purposes
      of
      performing, modifying, enhancing and creating derivative works of the Software,
      the right for Licensee to permit the Software to be used by or on behalf of:
      (i)
      Affiliates (ii) third parties engaged by Licensee to conduct all or any portion
      of Licensee's or an Affiliate’s information processing, programming, network
      services, disaster, back up, or recovery services, and installation and
      implementation services, whether at a Licensee location, an Affiliate location
      or at the third party’s own location, and (iii) consultants and clients of
      Licensee or an Affiliate, provided that such usage by consultants and clients
      must be considered part of the business of Licensee or an Affiliate and must
      be
      subject to the other terms and conditions of this Agreement.”




3.  Section
      7.2 of the Agreement shall be amended by deleting the second sentence of the
      paragraph and inserting the following sentence in lieu thereof:




“Each
      such License shall entitle Licensee , its Affiliates, third parties engaged
      by
      Licensee, consultants and clients of Licensee or an Affiliate (provided such
      usage by consultants and clients must be considered part of the business of
      Licensee or an Affiliate and must be subject to the other terms and conditions
      of this Agreement) to use and modify the Source code and the Software, as
      reasonably necessary, in order to: (i) integrate the Software with Licensee’s
      other systems and programs; (ii) cause the Software to comply with changes
      in
      applicable laws, regulations, industry standards or market practice; (iii)
      enable the Software to remain current with technological innovations; and (iv)
      enable the Software to fulfill Licensee’s business purposes within the scope of
      the License granted pursuant to the terms and conditions of this Agreement.









4.  All
      capitalized terms used herein which are not otherwise defined shall have the
      respective meanings given such terms in the Agreement. All other terms and
      conditions of the Agreement remain in full force and effect.








In
      witness whereof, this Amendment has been executed by the duly authorized
      representatives of the parties.





Citicorp
      Credit Services, Inc. (USA)    Chordiant
      Software, Inc.








By:
      __ /s/
      Mark D. Torkos _____    By:
      __ /s/
      Steven R. Springsteel





Name:  _ Mark
      D. Torkos ___     Name: Steven
      R. Springsteel





Title:  __ CIO _____      Title:
      _ President
      and CEO ___





Date:  __ December
      8, 2006 ______    Date: December
      7, 2006____