ASSET PURCHASE AGREEMENT

between

a Delaware corporation;

and

Chordiant Software, Inc.,

a Delaware corporation

____________________________

Dated as of May 17, 2001

____________________________

This Asset Purchase Agreement is entered into as of May 17, 2001, by and between ActionPoint, Inc., a Delaware corporation (the "Seller") and Chordiant Software, Inc., a Delaware corporation (the "Purchaser"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

1. The Seller is engaged in the business of, among other things, producing, marketing, distributing, selling and servicing the Dialog Server Products.

2. The Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, all of the Seller's right, title and interest in and to the tangible and intangible assets of the Seller relating to or used in connection with the Dialog Server Product Business, together with the goodwill associated with such assets, and Purchaser is willing to assume certain specified obligations and liabilities of Seller, all as more fully described below on the terms and conditions set forth herein.

The parties to this Agreement, intending to be legally bound, agree as follows:

1. Sale of Assets; Related Transactions.

   1. Sale of Assets. The Seller shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, at the Closing (as defined below), good and valid title to the Assets (as defined below), free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, "Assets" shall mean and include: the properties, rights, interests and other tangible and intangible assets of the Seller that are related to the Dialog Server Product Business as set forth on Part 1.1(1) of the Disclosure Schedule.

   2. Purchase Price.

      1. As consideration for the sale of the Assets to the Purchaser (collectively, the "Purchase Price"):

         1. the Purchaser shall pay to the Seller, by wire transfer of immediately available funds, a total of One Million Seven Hundred Fifty-Three Thousand Five Hundred Ten Dollars (US $1,753,510) equal to the amount of One Million Eight Hundred Thousand Dollars (US $1,800,000) less the amount of unpaid vacation and sick time as of the Closing Date accrued by Seller as set forth in Part 1.2(a)(i) of the Disclosure Schedule, attributable to the employees set forth in such Schedule (which employees have elected to carry over such accrued time with the Purchaser) (the "Accrued Time");

         2. the Purchaser shall issue to the Seller, 1,569,823 shares of common stock of the Purchaser;

         3. the Purchaser shall cause to be deposited the sum of Two Hundred Thousand Dollars (US $200,000) and 163, 724 shares of common stock of the Purchaser (together with any funds substituted for shares therein in accordance with the Escrow Agreement, the "Escrow Fund") in an escrow account (the "Escrow Account") to be established as of the Closing Date (as defined below) pursuant to an Escrow Agreement among the Seller, the Purchaser and State Street Bank and Trust Company of California, N.A. (the "Escrow Agent"), in substantially the form of Exhibit B hereto (the "Escrow Agreement"); and

         4. at the Closing, the Purchaser shall assume the Assumed Liabilities.

      2. For purposes of this Agreement "Assumed Liabilities" shall mean only (i) such warranty and support obligations with respect to existing Dialog Server Product Business customers, to the extent not required to be discharged by Seller as of the Closing, under such Seller Contracts listed in Part 1.2(b) of the Disclosure Schedule and (ii) the Accrued Time, and shall not include any other Liabilities; provided, further, that notwithstanding the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the "Assumed Liabilities" shall not include, and the Purchaser shall not assume or be required to perform any other Liability that is not referred to specifically in this Section 1.2(b) as an Assumed Liability.
         
          

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