AMENDMENT NUMBER ONE TO MASTER AGREEMENT FOR SUBCONTRACTED SERVICES IBM AS PRIME CONTRACTOR # 4902A20003

Exhibit 10.45

AMENDMENT NUMBER ONE TO

MASTER AGREEMENT FOR SUBCONTRACTED SERVICES

IBM AS PRIME XXXXXXXXXX

# 0000X00000

International Business Machines Corporation (“IBM”) and Chordiant Software, Inc. (“Chordiant”) hereby agree to amend the Master Agreement for Subcontracted Services IBM as Prime Xxxxxxxxxx # 0000X00000 between the Parties dated June 14, 2002 (called the “Subcontractor Agreement”), as described below in this amendment agreement (“this Amendment” or “Amendment One”). This Amendment shall be effective June 13, 2005.

Section 11. Term and Termination.

The first paragraph of Section 11. Term and Termination is deleted in its entirety and replaced with the following:

This Subcontractor Agreement shall remain in effect until June 13, 2008, unless earlier terminated pursuant to the provisions herein. This Subcontractor Agreement may be extended upon conclusion of the term by agreement of the Parties.

To the extent that there is a conflict between the terms of the Subcontractor Agreement and this Amendment, as relates to this Amendment, the terms of this Amendment shall govern. All other terms and conditions of the Subcontractor Agreement shall remain in full force and effect. Once signed, the Parties agree that any reproduction of this Amendment made by reliable means (i.e., photocopy or facsimile) shall be considered an original.

IN WITNESS WHEREOF, the Parties, acting through their authorized representatives, have caused this Amendment One to be duly executed and effective as indicated above.

International Business Machines Corporation Chordiant Software, Inc.

By: ___/s/ Xxxxxxxx Wexler____________         By: ___ /s/ Xxxxxx Xxxxxx ________

Name: Xxxxxxxx Xxxxxx                Name: Xxxxxx Xxxxxx

Title: Global Services Procurement Alliances  Title: President, WW Field Operations

Date: May 31, 2005 Date: May 27, 2005