THIRD AMENDMENT TO CUPERTINO CITY CENTER NET OFFICE LEASE

THIS THIRD AMENDMENT TO CUPERTINO CITY CENTER NET OFFICE LEASE (this “Third Amendment”) is made and entered into as of this _11th__ day of _July_, 2008 (the “Effective Date”) by and between CUPERTINO CITY CENTER BUILDINGS, a California limited partnership (“Lessor”), and CHORDIANT SOFTWARE, INC., a Delaware corporation (“Lessee”).

A.   Lessor and Lessee entered into that certain Cupertino City Center Net Office Lease dated June 19, 1998 (the “Original Lease”), as amended by that certain First Amendment to Cupertino City Center Net Office Lease dated December 31, 2003 (the “First Amendment”), as amended by that certain Second Amendment to Cupertino City Center Net Office Lease dated March 10, 2006 (the “Second Amendment”, and together with the Original Lease and the First Amendment, the “Lease”), pursuant to which Lessor leased to Lessee certain premises (as more particularly described in the Lease), consisting of approximately twenty-four thousand nine hundred sixty-two (24,962) rentable square feet and more commonly known as 20400 Stevens Creek Boulevard, Suite 400, Cupertino, California (the “Premises”).  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 Third Amendment to memorialize the Base Rent in connection with Lessee’s exercise of its option to extend the Term of the Lease, and to otherwise amend the Lease on terms and conditions set forth in this Third Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee hereby agree as follows:

1.            INCORPORATION OF RECITALS .  The recitals expressed in A and B above are true and correct, incorporated herein and made a part of this Third Amendment by this reference.

2.            AMENDMENTS .  Commencing on the Effective Date, the Lease shall be amended as follows:

a.           Lessor and Lessee hereby acknowledge and agree that Lessee has exercised its option to extend the Term of the Lease pursuant to Section 2.f. of the First Amendment.  Therefore, the Term of the Lease, which was previously scheduled to expire on December 31, 2008, is hereby extended such that the Term shall expire on December 31, 2013 (the sixty (60) month period commencing on January 1, 2009 and expiring on December 31, 2013 shall be referred to herein as the “Extension Term”).

b.           Notwithstanding the provisions of Article 3.b. of the Original Lease and Section 2.f. of the First Amendment to the contrary, the Base Rent during the Extension Term shall be as follows:

c.           Section 2.c. of the First Amendment, which previously converted the Lease from a “triple net” lease to a “full service” lease, is hereby deleted in its entirety, and the original five (5) paragraphs of Article 7.b. of the Original Lease are hereby reinstated in their entirety such that the Lease shall be converted back to a “triple net” lease.

d.           Article 1.l. shall be amended to provide that notices to Lessor shall be delivered to the following:

e.            Option to Extend .  Lessee shall have the option to further extend the Term of the Lease for one (1) period of sixty (60) months, commencing immediately following the expiration of the Extension Term, on the terms and conditions set forth in Article 3.b. of the Original Lease; provided, however, that (i) Lessee shall deliver the Option Notice no more than twelve (12) months but no less than nine (9) months before the expiration of the current Term (as extended by this Third Amendme