Employment Agreement - Accrue Software Inc. and Bob Wyman


                                                    [ACCRUE SOFTWARE, INC. LOGO]

September 22, 1999

Mr. Bob Wyman
201 Queen Anne Avenue North, Suite 401
Seattle, CA 98109

Dear Bob:

On behalf of Accrue Software, Inc. (the "Company"), I am pleased to offer you
the position of Vice President of Engineering, reporting to me, starting on
October 1, 1999. You will be paid a salary of $10,000 per month, corresponding
to $120,000.00 per year. Your salary will be payable in accordance with the
Company's standard payroll policies (subject to normal required withholding).
You will be covered by the Company's standard benefits package including health
insurance and seventeen days paid time off per year, pro-rated during 1999.

You will be granted an incentive stock option to purchase 100,000 shares of 
Common Stock exercisable at the fair market value on the date of grant by the 
Company's board of directors. The option will become exercisable at the rate of 
25% the shares on year after your commencement of employment and 1/48th of the 
shares subject to the option each month thereafter, so that at the end of four 
years, the option will be fully vested provided you remain an employee of the 
Company. The option will be subject to approval and grant by the Company's 
board of directors, which will occur at the first regular board meeting 
following the commencement of your employment, and the execution of the 
Company's standard Option Agreement under its 1996 Stock Plan. In the event you 
are terminated without cause, due to a Change of Control, there will be a one 
year acceleration of vesting in addition to what has been vested to date.

Our offer to you is conditioned upon your execution of the Accrue Software, Inc.
Proprietary Information and Inventions Agreement, and conditioned upon your
ability to provide and maintain the proper and necessary visa and other
documentation required for you and Accrue to comply with all applicable United
States immigration and laws and regulations. In addition, you will abide by the
Company's strict policy that prohibits any new employee from using or bringing
with him or her from any previous employer any confidential information, trade
secret, or proprietary materials or processes of such employer.

Your employment by Accrue will be for an Indefinite term and on an "at-will" 
basis. This means that Accrue may terminate the employment relationship at any 
time, with or without cause. This "at-will" relationship may be changed only by 
a written agreement entered into for this purpose and signed by the Company's 
Chief Executive Officer. The other terms and conditions of your employment will 
be governed by various policies and programs of the Company, in writing and 
otherwise, and that those policies and programs may be changed from time to 
time by the Company in its discretion. The voluntary "at-will" nature of my 
employment shall not be affected nor changed by any other employment policies 
or programs the Company may have, now or in the future. 

This offer will be held open for three (3) days. To accept please sign at the 
bottom of this letter.

Again, let me indicate how pleased we all are to extend this offer, and how 
much we look forward to working together. Please indicate your acceptance by 
signing and returning the enclosed copy of this letter.

Very truly yours,

/s/ RICHARD D. KREYSAR
--------------------------------
Richard D. Kreysar
President and CEO 
Accrue Software, Inc.

I, Bob Wyman, understand the foregoing terms and conditions and hereby accept 
them as stated.

Signed: /s/ BOB WYMAN                   Date: 23-Sep-1999
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