HNC SOFTWARE INC/DE
EXHIBIT 10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>5
<FILENAME>a80186ex10-31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.31



                                 January 2, 2002



Bruce E. Hansen
Poway, CA 92064

Dear Bruce:

           As we've discussed, the purpose of this letter agreement between you
and HNC Software Inc. ("HNC") is to confirm the current terms and conditions of
your employment with HNC, including certain modifications to your revised
employment offer letter with HNC dated March 1, 2000, a copy of which is
attached to this letter as Appendix 1 (the "OFFER LETTER"). In consideration of
our mutual agreements set forth below in this letter, you and HNC hereby agree
as follows:

           1. Your employment with HNC will continue to be on an "at will"
basis, as provided in the second full paragraph on page 2 of the Offer Letter.
This means that your employment with HNC may be terminated at any time, with or
without cause or prior notice, for any reason or no reason; provided, however,
that HNC will not terminate your employment prior to March 1, 2002 without Cause
(as defined in Section 3 below). You agree that, if at any time during the
course of your employment you are requested by HNC to work at home and/or not to
work in HNC's offices for any period of time, then during that period of time
you will not perform any services at, nor will you work at, enter onto or appear
at, HNC's offices unless you are expressly requested to do so by HNC's Chief
Executive Officer.

           2. You agree to perform the duties requested of you by HNC's Board of
Directors or any committee thereof (the "BOARD") and/or by HNC's Chief Executive
Officer (the "CEO"). These duties will include active performance of your
existing duties as HNC's President, such as providing day-to-day financial
management of HNC's operations, staff oversight and JOOP strategy and policy
setting. In particular, you agree that you will, as directed by the Board and/or
the CEO, actively assist HNC in: (a) recruiting persons designated by the Board
and/or the CEO to serve as officers or management team members; (b) training and
orienting any persons hired by HNC as officers or management team members in
order to facilitate an orderly, stable and successful transition in HNC's
business and management organization; (c) achieving management's "buy in" to
HNC's strategic direction as determined by the Board and the CEO; and (d)
maintaining stability in HNC's management team, such as working to ensure that
the roles and responsibilities of HNC management team members are suitably
matched.

           3. If your employment with HNC is terminated by HNC at any time for
any reason other than "Cause" (as defined below in this Section 3), then,
subject to your first executing and delivering to HNC a settlement agreement and
general release satisfactory to HNC and in
<PAGE>
substantially the form attached to this letter as Appendix 2 and such release
becoming irrevocable and binding upon you:

            (a) HNC will pay you a cash severance payment in an amount equal to
one (1) year of your then-current base salary (the "SEVERANCE PAYMENT"), with
such Severance Payment to be paid to you in approximately equal monthly
installments (net of all applicable payroll and tax withholdings) upon each of
HNC's regular payroll periods during the one (1) year period immediately
following the effective date of the termination of your employment other than
for Cause (the "TERMINATION DATE");

            (b) You will also become entitled to receive a cash bonus under the
HNC bonus program in which you are participating during the fiscal year in which
the Termination Date occurs, to the extent that such bonus has been earned by
you under the terms of such bonus program as of the Termination Date; provided
however, that in no event will the amount of such bonus be less than the greater
of: (i) sixty percent (60%) of your maximum target bonus for that fiscal year
under such bonus program; or (ii) the average percentage of the maximum target
bonus actually earned by members of the JOOP in that fiscal year (the "JOOP"
being comprised of HNC's CEO and the members of HNC's "Office of the
President"). Such bonus will be paid to you when the amount of similar bonuses
payable to members of the JOOP for the fiscal year in question are determined
and paid by HNC.

            (c) On the Termination Date, the vesting of your right to exercise
the outstanding HNC common stock options then held by you (your "OPTIONS") will
accelerate by one (1) year (and no more) and will cease to vest thereafter (that
is, on the Termination Date your Options will vest and become exercisable to the
extent that they would have been vested if you had remained continuously
employed by HNC until one (1) year after the Termination Date).

            (d) Your Options will continue to be exercisable by you, to the
extent they are vested pursuant to subparagraph (c) above, for a period of one
(1) year after the Termination Date;

            (e) HNC will execute and deliver to you a limited release in
substantially the form attached to this letter as Appendix 3;.

            (f) HNC will reimburse you for any verified COBRA payments that you
make in order to continue your coverage under HNC's health and medical insurance
benefit plans during the Continuation Period (as defined below); and

            (g) At its expense, during the Continuation Period HNC will continue
your coverage under any life insurance benefits in which you are participating
in your capacity as an HNC employee immediately prior to the Termination Date
(if any), to the extent permitted under any such life insurance benefit plan(s).
<PAGE>
            The "CONTINUATION PERIOD" means that time period beginning on the
Termination Date and ending upon the earlier to occur of (i) one (1) year after
the Termination Date or (ii) the first date on or after the Termination Date on
which you commence employment with any other party.

            As used in this letter, the term "CAUSE" means: (a) your commission
of a crime, an intentional tort, an act of violence or other willful misconduct
that adversely affects the reputation or assets of HNC, any of its affiliates or
any customer, licensee, licensor or supplier of HNC or any of its affiliates;
(b) your commission of any crime or any act of fraud or dishonesty against HNC
or any of its affiliates; (c) your intentional destruction, damage or
misappropriation or conversion of any property (including without limitation
technology, software or trade secrets) of HNC or any of its affiliates; (d) your
habitual neglect of your duties to HNC; (e) your willful disregard or
disobedience in any material respect of any of the stated policies of HNC that
is not susceptible to cure or that is not cured within two (2) business days
after the Board or CEO give you written notice of such disregard or
disobedience; (f) a material breach by you of this Agreement or your Employee
Invention Assignment and Confidentiality Agreement with HNC (including without
limitation a breach by you of any of your agreements or obligations under
Section 1 of this Agreement); or (g) your voluntary termination of employment
with, or your voluntary resignation from, HNC prior to March 1, 2002.

            You agree with HNC that the provisions of this Section 3 entirely
replace and supersede the fifth paragraph on page 1 of the Offer Letter
(regarding severance).

      4. You hereby confirm and agree that HNC has fully performed and satisfied
all its obligations to you as provided in the second paragraph of page 1 of the
Offer Letter and Attachment A thereto (regarding relocation assistance and
reimbursement for temporary housing). You further confirm and agree with HNC
that you have repaid in full to HNC the entire amount of principal and interest
payable by you to HNC under: (a) that certain Loan and Security Agreement dated
as of June 2, 2000 among HNC, you and your spouse, Jody A. Hansen, as amended by
that certain First Amendment to Loan and Security Agreement made and entered
into as of December 1, 2000 among HNC, you and Jody A. Hansen (collectively, the
"LOAN AND SECURITY AGREEMENT"); and (b) the Secured Full Recourse Promissory
Note dated as of June 2, 2000 in the principal amount of Six Hundred Thousand
Dollars ($600,000) made and given by you and Jody A. Hansen to HNC (the "SECURED
NOTE").

      5. You agree that during your employment with HNC, and for a period of one
(1) year after termination of your employment with HNC, you will not for any
reason, whether directly or indirectly: (a) solicit, recruit, take away or
attempt to take away, any employee or consultant of HNC or any of its
affiliates, or induce (or attempt to induce) any employee or consultant of HNC
or any of its affiliates to terminate his or its employment or services with HNC
or any of HNC's affiliates; or (b) use any confidential or proprietary
information of HNC or any of it is affiliates to, directly or indirectly,
solicit any customer of HNC or any of its affiliates or induce any customer of
HNC or its affiliates to terminate its relationship with HNC or any HNC
affiliate. You and HNC agree that the foregoing provisions of this Section 5
will entirely supersede and replace the provisions of Sections 10 and 12 of your
Employee Invention Assignment and Confidentiality Agreement with HNC, which you
entered into upon becoming an HNC employee (the "INVENTION ASSIGNMENT
/CONFIDENTIALITY AGREEMENT"), and that Sections
<PAGE>
10 and 12 of the Invention Assignment / Confidentiality Agreement are hereby
terminated and will be of no further force or effect.

           6. We agree that any dispute or claim, whether based on contract,
tort or otherwise, relating to or arising out of your employment with HNC, or
relating to the Offer Letter and/or to this letter agreement shall be subject to
final and binding arbitration as provided in the final paragraph of the Offer
Letter and the Agreement to Arbitrate Claims between you and HNC which you
signed and dated as of March 1, 2000 (the "ARBITRATION AGREEMENT"); provided,
however, that notwithstanding the foregoing or anything to the contrary in the
Arbitration Agreement, you acknowledge and agree with HNC that, in the event of
a breach or threatened breach by you or HNC of your Invention Assignment /
Confidentiality Agreement or the provisions of Section 5 of this letter
agreement, the non-breaching party would suffer irreparable harm in an amount
that could not be readily determined, and therefore the non-breaching party will
be entitled to the remedies of injunctive relief, specific performance and other
equitable remedies to enforce such provisions and will be entitled to seek such
relief and remedies from a court without the need for arbitration.

           7. Except as otherwise expressly set forth in, or amended by, this
letter agreement, the terms of your employment with HNC as set forth in the
Offer Letter will continue in full force and effect. In addition, you confirm
and agree that you will continue to be bound by and subject to all the terms and
conditions of your Invention Assignment / Confidentiality Agreement, as modified
by this letter agreement.

           Bruce, if you agree to all of the foregoing provisions of this letter
agreement, please confirm and indicate your agreement by signing this letter in
the signature block provided for you below.

           HNC has agreed to the foregoing provisions of this letter agreement
as evidenced by my signature below.

                                       Sincerely,

                                       HNC SOFTWARE INC.

                                       By: /s/ John Mutch             1/14/2002
                                           ------------------------------------
                                           John Mutch, Chief Executive Officer

ACCEPTED AND AGREED:

/s/ Bruce E. Hansen
-------------------------
Bruce E. Hansen

ATTACHMENTS:
-----------
Appendix 1:  Revised Employment Offer Letter dated March 1, 2000
Appendix 2:  Settlement Agreement and General Release
Appendix 3:  Limited Release
<PAGE>
                                   APPENDIX 1

               REVISED EMPLOYMENT OFFER LETTER DATED MARCH 1, 2000
<PAGE>
                                                                      APPENDIX 1
[HNC letterhead]

March 1, 2000

Revision to Offer Letter dated Feb. 16, 2000

Bruce E. Hansen
1105 Mansion Ridge Road
Santa Fe, NM 87501

Dear Bruce:

On behalf of HNC Software Inc. (HNC) we are pleased to offer you a position as
President, Financial Solutions in our Financial Solutions division reporting to
John Mutch, President & CEO. Your salary will initially be $20,833.34 per month.
In addition, you will be eligible to participate in our bonus program. This
program will enable you to receive a cash bonus in 2000 (prorated based on the
number of months worked in 2000) of up to $100,000 based upon goals to be
determined and your performance relative to those goals. Your total target
compensation on an annual basis is $350,000. This offer is contingent upon
completing and receiving satisfactory references and a background check.

HNC will provide you with relocation assistance as defined in Attachment A. In
addition, HNC will either reimburse you for temporary housing in San Diego for
you and your family prior to your relocation (assuming a summer relocation
date). Or, if you prefer, we will reimburse you for your actual commuting
expenses, until the relocation is completed, with a periodic trip for your
family to San Diego.

You will be eligible to participate in the employee benefits program established
by HNC for its employees, generally effective the first day of the month
following your date of hire. These benefits are listed in the enclosed
information sheet and are subject to the participation conditions stated
therein.

Upon your acceptance of this offer, we will recommend to the compensation
committee of the HNC board that you be granted an option for seven (7) years to
purchase 100,000 shares of HNC Common Stock at the current fair market value
which will be the closing NASDAQ price on your date of hire or the date of the
compensation committee meeting, whichever is later. If approved, the option
shares will vest over a four (4) year period (based on your date of hire, or the
date the compensation committee approves the grants, whichever is later) at the
rate of 25% of the option shares per year, subject to your continued employment.
The options will have a term of seven years, subject to your continued
employment.

If you are terminated for reason other than cause, HNC agrees to pay you
severance in the amount of one year base salary, and upon your signing of a
separation and general release agreement.

Upon your employment, you will be required to sign a standard Invention
Assignment and Confidentiality Agreement agreeing to hold in confidence any
proprietary information received as an employee of HNC and to assign to HNC any
inventions that you may make while employed by HNC. We wish to impress upon you
that you are not to bring with you any confidential or
<PAGE>
Bruce Hansen
March 1, 2000
Page 2



proprietary material of any former employer or to violate any other obligation
to your former employers. In addition, you will be required to sign an
Arbitration Agreement and a Code of Ethics Policy. All three documents are
enclosed.

Upon your hire you are also required to provide the Company with legally
required proof of your identity and authorization to work in the United States.
Please bring appropriate documentation with you on your date of hire. If you are
unsure of what constitutes appropriate documentation, please contact our Human
Resources Department prior to your start date.

Your employment with HNC, should you accept this offer, will not be for any
specific term and may be terminated at any time, with or without cause and with
or without notice, by you or by the Company for any reason. Any contrary
representations or agreements which may have been made to you are superseded by
this offer. The at-will nature of your employment described in this offer letter
shall constitute the entire agreement between you and HNC concerning the
duration of your employment and the circumstances under which either you or the
Company may terminate the agreement that changes the at will status of
employment with HNC. The at-will term of your employment with HNC can only be
changed in a writing signed by you and the President and CEO of HNC Software
Inc., which expressly states the intention to modify the at will term of your
employment. By signing the offer below, you acknowledge and agree that length of
employment, promotions, positive performance reviews, pay increases, bonuses,
increases in job duties or responsibilities and other changes during employment
will not change the at will term of your employment with HNC and will not create
any implied contract requiring cause for termination of employment.

As an employee of HNC, you will be required to comply with all Company policies
and procedures. In particular, you will be required to familiarize yourself with
and to comply with HNC's policy prohibiting unlawful harassment and
discrimination and the policy concerning drugs and alcohol. Violations of these
policies may lead to immediate termination of employment.

Bruce, we sincerely appreciate your interest in HNC and hope that you will
accept our offer. If you wish to accept this offer, please sign below and return
the fully executed letter to us, along with the executed Invention Assignment &
Confidentiality Agreement, the Arbitration Agreement and the Code of Ethics
Policy. You should keep one copy of this letter for your own records. This
offer, if not accepted, will expire on March 1, 2000.

Sincerely,



Marlene Maher
Senior Vice President, Human Resources

enclosures
<PAGE>
                                   APPENDIX 2

                    SETTLEMENT AGREEMENT AND GENERAL RELEASE
<PAGE>
                                                                      APPENDIX 2


                    SETTLEMENT AGREEMENT AND GENERAL RELEASE


           THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE is made and entered
into by and between BRUCE E. HANSEN (hereinafter referred to as "EMPLOYEE") and
HNC SOFTWARE INC., a Delaware corporation (hereinafter referred to as the
"COMPANY"), for and on behalf of the Company and its subsidiaries and affiliated
entities.

           Whereas, as a condition precedent to Employee receiving certain
substantial severance benefits from the Company pursuant to a letter agreement
dated as of January 2, 2002 between Employee and the Company, Employee has
agreed to enter into this Settlement Agreement and General Release in order to
fully and finally settle all differences between Employee and the Company and to
grant the Company a general release of claims, including, but in no way limited
to, any differences or claims that might arise out of Employee's employment with
the Company, and the termination of Employee's employment with the Company;

           NOW THEREFORE, in consideration of the premises and the mutual
promises contained in this Agreement, the parties hereby agree as follows:

           1. Employee releases and discharges the Company, its successors and
assigns, subsidiaries, affiliates, and the employees, officers, directors,
stockholders, agents, attorneys and representatives of the Company and its
subsidiaries and affiliates (the Company, together with its successors,
subsidiaries, affiliates, and such employees, officers, directors, stockholders,
agents, attorneys and representatives being collectively referred to as the
"COMPANY RELEASEES") from all claims, liabilities, demands and causes of action
known or unknown, fixed or contingent, which Employee has or may hereafter have
arising out of or in any way connected with his employment with the Company,
including the termination of his employment with the Company; provided, however,
that the foregoing release and discharge will not release or discharge the
Company from any of its unperformed express obligations to Employee under (i)
Section 3 of that certain letter agreement between the Company and Employee
dated as of January 2, 2002 which sets forth and amends terms of Employee's
employment with the Company (the "LETTER AGREEMENT"); or (ii) this Agreement.

           2. This Settlement and General Release shall not in any way be
construed as an admission by the Company or any Company Releasee that it has
acted wrongfully with respect to the Employee or any other person, that the
Employee has acted wrongfully, or that the Employee has any rights whatsoever
against the Company or any Company Releasee. The Company specifically disclaims
any liability to Employee or any wrongful acts against Employee or any other
person, on the part of itself, its employees, agents and all Company Releasees.
Rather, the parties have entered into this settlement and release in order to
lend greater certainty to the existing state of affairs in exchange for the
promises and considerations herein.
<PAGE>
           3. Employee represents, understands and agrees that his employment
with the Company will terminate on _________, 200_.

           4. Employee understands that various federal, state and local laws
prohibit age, sex, race or other forms of discrimination and that these laws are
enforced through the U.S. Equal Employment Opportunity Commission, and state and
local human rights agencies. Employee understands that if he believed his
treatment by the Company or any Company Releasee has been discriminatory, he has
had the right to consult with these agencies and to file a charge with them.
Employee has decided voluntarily to enter into this Settlement Agreement and
General Release, and waive the right to recover any amounts to which he may have
been entitled under such laws.

           5. Employee represents and agrees that he will keep the terms and
amount of this Settlement Agreement and General Release completely confidential,
and that he will not disclose any information concerning this Settlement
Agreement and General Release to anyone, other than his spouse and tax preparer,
if any, or as required by legal process or applicable law; provided however,
that Employee will first notify the Company if such disclosure is sought,
allowing the Company the opportunity to object to such disclosure. In addition,
Employee may disclose any information contained in this Settlement Agreement and
General Release which the Company has previously made public disclosure of.

           6. It is agreed that the benefits contained in this Settlement
Agreement and General Release which flow to Employee from the Company are
subject to termination, reduction or cancellation in the event that Employee
takes any action or engages in any conduct deemed by the Company to be in
violation of this Agreement.

           7. Employee represents and agrees that this Settlement Agreement and
General Release is binding upon himself, his estate, heirs, successors and
assigns.

           8. Employee represents and agrees that the Company has advised him to
consult with an attorney regarding aspects of this Settlement Agreement and
General Release and that to the extent, if any, that he desired, Employee has
availed himself of this right, that he has carefully read and fully understands
all of the provisions of this Settlement Agreement and General Release, and that
he is voluntarily entering into this Settlement Agreement and General Release.

           9. Employee agrees not to engage in conduct or undertake speech
derogatory about, disparaging of or detrimental to the Company or any Company
Releasee or its reputation, its board of directors, officers, management,
practices or procedures, or business operations.

           10. Employee agrees further that if any provision of this Agreement
is held by a court of competent jurisdiction to be unenforceable as a result of
a claim, demand or cause of action Employee has brought, the Company, at its
option, will be entitled to recover payments made to Employee, or on Employee's
behalf, pursuant to the Letter Agreement. Any such legal action by the Company
shall not be considered retaliatory.
<PAGE>
           11. Employee represents and acknowledges that he has carefully read
and fully understands all of the provisions of this Settlement Agreement and
General Release which sets forth the entire agreement between the parties.
Except for the Letter Agreement, and the Employee Invention Assignment and
Confidentiality Agreement of Employee with the Company dated February 22, 2000,
as such has been amended and partially superseded by the Letter Agreement, this
Settlement Agreement and General Release supersedes any and all prior agreements
or understandings between the parties and all corporate policies, practices or
procedures pertaining to the subject matter of this Settlement Agreement and
General Release.

           12. Employee understands that various federal, state and local laws
prohibit age, sex, race, disability, benefits, pension, health and other forms
of discrimination and that these laws can be enforced through the U.S. Equal
Employment Opportunity Commission, California state and local human rights
agencies and federal and state courts. Employee understands that if he believes
his treatment by the Company or any Company Releasee was discriminatory, he has
had the right to consult with these agencies and to file a charge with them or
file a lawsuit. Employee has decided voluntarily to enter into this Agreement,
and waive the right to recover any amounts to which he may have been entitled
under such laws, including, but not limited to: the Age Discrimination in
Employment Act, 29 U.S.C. Section 621 et seq. (as amended by the Older Workers'
Benefit Protection Act, 29 U.S.C. Section 626(f)); the California Fair
Employment and Housing Act, California Government Code Section 12900 et seq.;
the Employee Retirement Income Security Act (ERISA), 29 U.S.C. Section 1001 et
seq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et
seq.; the Americans with Disabilities Act, and 42 U.S.C. Section 1981. In
addition, this release covers all statutory, common law, constitutional and
other claims, including but not limited to, all claims for wrongful discharge in
violation of public policy, breach of contract, express or implied, breach of
covenant of good faith and fair dealing, intentional or negligent
misrepresentation, any tort, personal injury, or violation of law which Employee
may now have, or has ever had. The parties agree that any past or future claims
for money damages, loss of wages, earnings and benefits, both past and future,
medical expenses, attorneys' fees and costs, reinstatement and other equitable
relief, are all released by this Agreement. Accordingly, to the fullest extent
permitted by law, at no time subsequent to the execution of this Agreement will
Employee pursue, or cause or knowingly permit the prosecution, in any state,
federal or foreign court, or before any local, state, federal or foreign
administrative agency, or any other tribunal, any charge, claim or action of any
kind, nature and character whatsoever, known or unknown, which he may now have,
has ever had, or may in the future have against the Company and/or any officer,
director, employee or agent of the Company, which is based in whole or in part
on any matter covered by this Agreement.

           13. Employee expressly waives any right or benefit available to him
in any capacity under the provisions of section 1542 of the Civil Code of
California, which provides:

                     "A RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                     DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME
                     OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                     MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
<PAGE>
           14. Employee represents and acknowledges that he has not relied upon
any representations or statements, written or oral, not set forth in this
document.

           15. Employee understands that he has twenty-one (21) days in which to
consider whether he should sign this Agreement; and that he further understands
that if he signs this Agreement, he will be given seven (7) days following the
date on which he signs this Agreement to revoke it and that this Agreement will
not be effective until after this seven (7) day period had lapsed.

           16. This Agreement shall become effective on the eighth (8th) day
following the date it is signed by Employee. It is understood that Employee may
revoke his approval of this Agreement in the seven (7) day period following the
date he signs this Agreement.

           PLEASE READ CAREFULLY. THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Executed at ______________, California, this ____ day of _____________, 200_.


By: ______________________________
      Bruce E. Hansen


Executed at ______________, California, this ____ day of _________, 200_ .

HNC SOFTWARE INC.


By: _____________________________________
      [name]
      [title]
<PAGE>
                                   APPENDIX 3

                                 LIMITED RELEASE




                                  ______, 200__



Bruce E. Hansen
Poway, CA 92064

                     Re:       Limited Release

Dear Bruce:


           HNC Software Inc. ("HNC") is executing and delivering this letter
agreement to you, Bruce E. Hansen ("YOU") pursuant to the provisions of Section
3(e) of that certain letter agreement between You and HNC dated as of January 2,
2002 concerning terms of your employment with HNC (the "LETTER AGREEMENT"). This
letter is the "Limited Release" referred to in the Letter Agreement. HNC hereby
agrees with You as follows

           1. Subject to the terms and conditions of this letter, HNC releases
and discharges You and your heirs and successors (collectively referred to as
the "HANSEN RELEASEES") from all claims, liabilities, demands and causes of
action known or unknown, fixed or contingent, which HNC has or may hereafter
have against You arising out of or in any way connected with Your employment
with HNC, including the termination of Your employment with HNC; provided,
however, that notwithstanding the foregoing, the foregoing release and discharge
will NOT release or discharge You from any of Your obligations, duties or
liabilities to HNC or any of its subsidiaries or affiliates under, or arising
from:

                  (a) the Letter Agreement,

                  (b) Your revised employment offer letter with HNC dated March
            1, 2000, as such was amended by the Letter Agreement;

                  (c) Your Employee Invention Assignment and Confidentiality
            Agreement with HNC, which You entered into upon becoming an HNC
            employee, as such was amended by the Letter Agreement;

                  (d) the Settlement Agreement and General Release being entered
            into by You and HNC concurrently herewith;
<PAGE>
                  (e) any act or omission by You that constitutes or involves
            Your (i) fraud, (ii) criminal conduct; (iii) willful misconduct,
            malfeasance or breach of fiduciary duty with respect to HNC, any of
            its subsidiaries or affiliates or any director, officer,
            stockholder, employee, agent, attorney or representative of HNC or
            any of its subsidiaries or affiliates; (iv) wrongful disclosure,
            misuse or misappropriation of any confidential or proprietary
            information of HNC or any of its subsidiaries or affiliates, or (v)
            wrongful disclosure, misuse, misappropriation or infringement of any
            software, technology or intellectual property rights of HNC or any
            of its subsidiaries or affiliates.

           2. This Settlement and General Release shall not in any way be
construed as an admission by You or by any Hansen Releasee that You have acted
wrongfully with respect to HNC or any other person, that HNC has acted
wrongfully, or that HNC has any rights whatsoever against You or any Hansen
Releasee. Rather, the parties have entered into this release in order to lend
greater certainty to the existing state of affairs in exchange for the promises
and considerations herein.

           3. HNC agrees not to engage in conduct or undertake speech that is
affirmatively derogatory about, disparaging of or detrimental to You or Your
reputation as it relates to Your employment with HNC.

Executed at ______________, California, this ____ day of _________, 200_.


By: ______________________________
      Bruce E. Hansen


Executed at ______________, California, this ____ day of _________, 200_.


HNC SOFTWARE INC.


By: _____________________________________
      [name]
      [title]




</TEXT>
</DOCUMENT>
