SECOND AMENDMENT
TO
 CUPERTINOCITYCENTERNET OFFICE
LEASE
 THIS
SECOND AMENDMENT TO CUPERTINO CITY CENTER NET OFFICE LEASE (this “Second Amendment”) is
made and entered into as of March 10, 2006 by and between CUPERTINO CITY CENTER
BUILDINGS, a California limited partnership (“Lessor”), and
CHORDIANT SOFTWARE, INC., a Delaware corporation (“Lessee”).
 RECITALS:
 A.           Lessor
and Lessee entered into that certain Cupertino City Center Net Office Lease
dated as of June 19, 1998, as amended by that certain First Amendment dated
December 31, 2003 (the “Lease”), pursuant to
which Lessor leased to Lessee, and Lessee leased from Lessor, certain “Premises” (as more
particularly described in the Lease), containing an aggregate of approximately
31,071 square feet of Rentable Area, commonly known as Suite 250 and Suite 400,
within the “Building” (as defined
in the Lease) located at 20400 Stevens Creek Boulevard, Cupertino, California.
All initial capitalized terms used herein but not herein defined shall have the
meaning ascribed to such terms in the Lease.
 B.           Lessor
and Lessee now desire to enter into this Second Amendment to amend the Lease to
provide, among other things, for the early termination of the Lease as to a
portion of the Premises, commonly known as Suite 250 containing 6,109 square
feet of Rentable Area (the “Surrendered Space”),
all on terms as more particularly provided herein.
 NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Lessor and Lessee agree as
follows:
 1.  Incorporation of
Recitals. The recitals set forth above are agreed to be true and correct
and are incorporated in this Second Amendment by this
reference.
 2.  Notwithstanding
anything to the contrary contained in the Lease:
 
 (a)  Subject
to the satisfaction of the “Condition Precedent”
(as hereinafter defined), the Lease shall terminate as to the Surrendered Space
only upon the end of the day on April 15, 2006 (the “Surrendered Space
Termination Date”).
 (b)  Lessee
shall surrender possession of the Surrendered Space by the Surrendered Space
Termination Date, free of occupants, in broom clean condition. Lessor confirms that Lessee
shall not otherwise have any obligation to return the Surrendered Space to its
original condition. If Lessee first obtains the express written
consent of Lessor, Lessee may remain in possession of the Surrendered Space
after the Surrendered Space Termination Date for the period of time outlined in
Lessor’s written consent, and such occupancy shall be at the Base Rent in effect
immediately preceding such Surrendered Space Termination Date, plus all other
rental charges payable hereunder, and upon all the terms applicable to such
continued tenancy. In the event Lessee does not have Lessor’s express written
consent to retain possession of the Surrendered Space, and lessee fails to
surrender possession of the Surrendered Space upon the Surrendered Space
Termination Date, then Lessee’s continued occupancy of the Surrendered Space
shall be an unauthorized holding over without Lessor’s approval, which shall be
governed by the provisions of the Lease applicable to an unauthorized holding by
Lessee following the
  Exhibit
10.45
  expiration
of the Term (as if the Surrendered Space Termination Date was the date of such
expiration as to the Surrendered Space).
 (c)  Lessee
hereby represents and warrants to Lessor that Lessee has not entered into and
shall not hereafter enter into any assignment, sublease, license, concession, or
other agreement which in any manner permits the Surrendered Space to be occupied
by any other person or entity (collectively, any “Transfer”). Lessee shall
indemnify, defend, and hold harmless Lessor from and against any and all claims,
demands, losses, liabilities, costs and/or expenses (including, without
limitation, reasonable attorneys’ fees and expenses) arising as a result of any
breach of the foregoing covenants, representations and warranties, as a result
of any claimed Transfer of the Surrendered Space by Lessee and/or any claim made
by a third party against Lessor related in any manner to any existing, proposed
or contemplated Transfer of the Surrendered Space by Lessee. The obligations of
Lessee pursuant hereto shall survive the early termination of the Lease as to
the Surrendered Space pursuant to this Third Amendment.
 (d)  Lessor
shall have the right to enter into one or more leases with one or more third
party tenants for Surrendered Space which may be effective at any time after the
Surrendered Space Termination Date containing such terms and conditions as are
acceptable to Lessor in Lessor’s sole and absolute
discretion.
 (e)  Each
party shall perform each of its respective obligations under the Lease with
respect to the Surrendered Space through and to the Surrendered Space
Termination Date, but neither party shall have any further rights, obligations
or liabilities under the Lease with respect to Surrendered Space relating to the
period from and after the Surrendered Space Termination Date other than rights,
obligations and liabilities under the Lease accruing with respect to the period
prior to the Surrendered Space Termination Date (including, without limitation,
Lessee’s obligations for indemnification, defense, and holding harmless of
Lessor under the Lease with respect to matters relating to the period prior to
the Surrendered Space Termination Date but for which a claim is not made until
after the Surrendered Space Termination Date, as provided in Lease provisions
respecting indemnity by Lessee) which shall survive the early termination of the
Lease as to the Surrendered Space.
 (f)  The
portion of the Premises not included within the Surrendered Space is referred to
in this Second Amendment as the “Continuing Premises.” The Continuing Premises
is hereby agreed to contain 24,962 square feet of Rentable Area. The terms and
conditions of the Lease (as hereby amended) shall continue in full force and
effect for the remaining Term, subject to the following:
 (i)             Base
Rent allocable to the Continuing Premises following the Surrendered Space
Termination Date shall be based on the following revised rent
schedule:
 April 16,
2006 - December 31,
2006         $68,395.88 per month
(prorated for April 2006)
 January 1,
2007 - December 31, 2007      $70,892.08 per
month
 January 1,
2008 - December 31, 2008       $73,388.28 per
month
 (ii)             From
and after the Surrendered Space Termination Date, Lessee shall continue to pay
Lessee’s Percentage Share of Project Expenses, but Lessee’s Percentage Share
shall be reduced to 13.98% of the Building (7.02% of the Project) to reflect
only the Rentable Area of the Continuing Premises.
 (iii)             Section
2.g.(i) of the First Amendment is hereby deleted in its
entirety.
  Exhibit
10.45
  
 2.  It
shall be a condition precedent to the effectiveness of the early termination of
the Lease that upon execution of this Second Amendment by Lessee, Lessee shall
pay to Lessor the sum of one hundred thousand dollars ($100,000.00) (the “Condition
Precedent”).    Additional payments of one hundred
thousand dollars ($100,000.00) each shall be made by Lessee to Lessor on or
before June 1, 2006 and on or before October 1, 2006, for a total payment to
Lessor of three hundred thousand dollars ($300,000.00). Failure to provide such
payments on or before the respective due date(s) shall constitute a monetary
default under the Lease and such delinquent payment shall be subject to late
fees and interest until paid.
 3.  Lessor
and Lessee each represent and warrant that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Second
Amendment, except for Cornish & Carey Commercial, as Lessee’s
agent.    In the event of any claim for broker’s or finder’s
fees or commissions in connection with this Second Amendment, Lessee shall
indemnify, hold harmless and defend Lessor from and against any and all
liability, claims, demands, damages and costs (including, without limitation,
reasonable attorneys’ fees and other litigation expenses) on account of such
claim if it shall be based upon any statement, representation or agreement
claimed to have been made by Lessee. Lessee shall be solely responsible for any
brokers’ fees associated with the reduction of the Premises as herein set
forth.    Broker’s commissions associated with the reletting
of the Surrendered Premises following the Surrendered Space Termination Date
shall be the responsibility of Lessor under a separate agreement between Lessor
and Lessor’s agent, if any.
 4.  Lessee
hereby represents, warrants and agrees that:   (i) the Lease, as
amended by this Second Amendment, remains unmodified and in full force and
effect and continues to be a legal, valid and binding agreement and obligation
of Lessee; (ii) Lessee has not assigned or sublet all or any part of its
interest in the Lease, as amended by this Second Amendment, or in the Premises;
(iii) Lessee is not in default in the performance of any of its obligations
under the Lease, as amended by this Second Amendment; (iv) to the best of
Lessee’s knowledge, Lessor is not in default under the Lease, as amended by this
Second Amendment; and (v) Lessee does not have or claim any offset or defense to
its performance of its obligations under the Lease, as amended by this Second
Amendment.
 5.  Except
as specifically amended by this Second Amendment, the Lease shall continue in
full force and effect.   In the event of any conflict between the
provisions of the Lease and the provisions of this Second Amendment, the
provisions of this Second Amendment shall prevail.
 [THE
BALANCE OF THE PAGE IS INTENTIONALLY BLANK]
 
  Exhibit
10.45
  6.            This
Second Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, but any number of which, taken together,
shall constitute one and the same instrument.
 IN WITNESS
WHEREOF, Lessee and Lessor have entered into this Second Amendment as of the
date first written above.
 
 LESSOR:
                
                LESSEECUPERTINO
      CITY CENTER BUILDINGS,
                
                CHORDIANT
      SOFTWARE, INC.,a
      California limited partnership
                
                a
      Delaware corporationBy:
                PROM
      XX, INC.,
                
                By:
                /s/
       Steven R. Springsteela
      California corporation, its general partnerPrint
      Name:
                Steven
      R. SpringsteelBy:
                PROMETHEUS
      REAL ESTATE
                
                Its
                President
      & CEOGROUP,
      INC., a California corporation,as
      agent for owner
                
                Date:
                July
      10
                ,
      2008By:
                /s/  Jaclyn B.
      Satier
                
                By:
                /s/  Derek
      WittePrint
      Name:
                JACLYN
      B. SATIER
                
                Print
      Name:
                Derek
      WitteIts:
                EVP
      and Principal
                
                Its:
                VP
      General CounselBy:
                /s/  William
      R. LeiraPrint
      Name:
                William
      R. LeiraIts:
                Assistant
      Secretary