Employment Agreement - Accrue Software Inc. and Gregory C. Walker


[ACCRUE SOFTWARE, INC. LOGO]

March 3, 1999

Mr. Gregory C. Walker
511 Benvenue Avenue
Los Altos, CA 94024

Dear Greg:

On behalf of Accrue Software, Inc. (the 'Company'), I am pleased to offer you
the position of Vice President and CFO, reporting to me, starting on April 26,
1999. You will be paid a base salary of $15,833.34 per month, annualized to
190,000.00 per year. You will be covered by the Company's standard benefits
package including health insurance and two weeks paid vacation per year,
pro-rated during 1999.

You will be granted an incentive stock option to purchase 260,000 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 I expect 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, because of a Change of Control, there will be a
one year acceleration of vesting in addition to what has been vested to date.

You will be required to sign the Company's standard Assignment of Inventions
and Confidentiality Agreement prior to the initiation of your employment. 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.

You will be an employee-at-will and your employment may be terminated at any
time by you or the Company, with or without notice, and with or without cause.
This Agreement constitutes the entire agreement between you and the Company and
supersedes all other agreements or understandings.

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 Kreysar

Richard Kreysar
President and CEO
Accrue Software, Inc.

The foregoing terms and conditions are hereby accepted:

Signed: /s/ GREGORY C. WALKER                  Date:  3/5/99
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                                    1275 Orleans Drive, Sunnyvale, CA 94089-1138
                                          info@accrue.com  http://www.accrue.com
                                              tel 408.542.8900  fax 408.541.1874