Certain confidential
information contained in this document, marked by brackets [  ], is
filed with the Securities and Exchange Commission pursuant to Rule
24b-2 of the
Securities Exchange Act of 1934, as amended.
  Exhibit
10.52





AMENDMENT
NO. 1


TO


MASTER
PROFESSIONAL SERVICES AGREEMENT




This
Amendment No. 1 (this “Amendment”) to the Master Professional Services Agreement
(the “Agreement”) dated April 3, 2006 by and between Chordiant Software, Inc.
(“Contractor”) and Citicorp Credit Services, Inc. (USA) (“Client”) is made as of
June 1, 2007 (the “Effective Date”) by and between Contractor and
Client.




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




1.  I.
Section 9.1 of the Agreement shall be restated in its entirety as
follows:




“9.1           Project Fees.  The
Project fees payable by Client for the Services and Deliverables furnished by
Contractor pursuant to this Agreement will be made according to the following
hourly rates per role (except as may otherwise be specifically designated in a
Work Order):




Customer
Service Manager – [**] dollars ($[**]) per hour


Sr.
Business Analyst – [**]dollars ($[**]) per hour


Business
Analyst –[**]dollars ($[**]) per hour


Sr.
Technical Architect – [**]dollars ($[**]) per hour


Senior
Systems Engineer- [**] dollars ($[**]) per hour


Designers
– [**] dollars ($[**]) per hour


Developers
– [**] dollars ($[**]) per hour”




2.  Section
9.2 of the Agreement shall be restated in its entirety as follows:




“9.2           Pricing
Adjustments.  Subject to any terms to the contrary in any
applicable Work Order, unless separately agreed to by the parties, the parties
agree that the rates set forth in Section 9.1 shall be effective for Work Orders
executed on or after June 1, 2007 and shall continue to be effective until May
30, 2008.  Thereafter, unless separately agreed to by the parties,
Contractor will not increase its time and materials rates for Services provided
to Client or an Affiliate by more than the lesser of:  (i) five
percent (5%) for each twelve (12) month period following May 30, 2008; and (ii)
the percentage rate of increase in the CPI (all items) for Urban Wage Earners
and Clerical Workers from the preceding calendar year as determined by the
United States Bureau of Labor Statistics.  Notwithstanding any such
increase in accordance with the preceding sentence, the rates in effect at the
time a Work Order is executed shall not be adjusted during the term of the Work
Order for purposes of Services being performed under such Work
Order.  Any rate increases will only apply to Work Orders executed
after such rate increase becomes effective.”




3.  Notwithstanding
the foregoing, the Project fees for [**], a Sr. Business Architect (Auto Lending
Subject Matter Expert), will be charged at the rate of [**] dollars ($[**]) per
hour.  This rate will remain in effect until Client determines that it
no longer requires Mr. [**]’s services from Contractor.




4.  The
parties agree that there will be no change to the agreed upon rates in all Work
Orders (also known as Statements of Work) executed prior to the Effective Date
of this Amendment and that Contractor may continue to charge Client the agreed
upon hourly rates in such Work Orders for the respective duration of each such
Work Order, even if the Services performed under such Work Orders are performed
on or after the Effective Date of this Amendment.




5.  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/
      Kevin Denneny
            
            By:
            /s/
      Kelly J. HicksName:
            Kevin
      Denneny
            
            Name:
            Kelly
      J. HicksTitle:
            CTO
            
            Title:
            Vice
      President, Worldwide FieldOperationsDate:
            6/4/07
            
            Date:
            5/31/07