This Agreement and Plan of Merger ("Agreement") is made and entered into as of March 28, 2002, by and among Chordiant Software, Inc., a Delaware corporation ("Parent"), OnDemand Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), OnDemand, Inc., a Delaware corporation (the "Company") and the individuals or entities identified in Exhibit B (individually, the "Designated Stockholder" and collectively, the "Designated Stockholders"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Parent, Merger Sub and the Company intend to effect a merger of Merger Sub into the Company (the "Merger") in accordance with this Agreement and the Delaware General Corporation Law ("DGCL"). Upon consummation of the Merger, Merger Sub will cease to exist, and the Company will become a wholly-owned subsidiary of Parent.

In consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties to this Agreement, intending to be legally bound, agree as follows:

1. Description of Transaction
   1. Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").
   2. Effect of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.
   3. Closing; Effective Time.
      1. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Cooley Godward llp, Five Palo Alto Square, Palo Alto, California 94306 at 10:00 a.m. on April 1, 2002, or at such other time and date as mutually agreed upon by the parties (the "Scheduled Closing Time"). (The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date.") Contemporaneously with or as promptly as practicable after the Closing, a properly executed certificate of merger conforming to the requirements of the DGCL (the "Certificate of Merger") is being filed with the Secretary of State of the State of Delaware. The Merger shall take effect at the time the Certificate of Merger is filed with the Secretary of State of the State of Delaware (the "Effective Time"). The day on which the Effective Time shall occur shall be referred to as the "Effective Date."
      2. At the Effective Time, Parent shall make the cash payments pursuant to Section 1.5(a) to the Stockholders' Agent, or its designee, which shall be distributed by the Stockholders' Agent to the stockholders of the Company (individually, the "Stockholder" and collectively, the "Stockholders") who are entitled to receive a distribution in accordance with Exhibit 1.3(b); provided, however, that notwithstanding anything to the contrary contained in this Agreement, ten percent (10%) of the sum of (i) the Consideration Amount (as defined in Section 1.5(e)(iii)) and (ii) the Company's Net Cash (as defined in Section 1.5(e)(ii)) (the "Indemnification Escrow Amount") otherwise payable, pursuant to Section 1.5(a), to each of the stockholders shall be withheld from the proceeds of the Stockholders, pro rata, and deposited by Parent in escrow (rather than paid to such Stockholders) ("Indemnification Escrow Account") pursuant to the Indemnification Escrow Agreement (the "Indemnification Escrow Agreement").
   4. Certificate of Incorporation and Bylaws; Directors and Officers.
      1. The Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit 1.4.
      2. The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time in a form acceptable to Parent.
      3. The directors and officers of the Surviving Corporation immediately after the Effective Time shall be those Persons designated by Parent in its sole discretion.
   5. Conversion of Shares.
       

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