Employment Agreement - Accrue Software Inc. and Judson Groshong


February 26, 2001


Judson Groshong
33 Woodhill Drive
Redwood City, CA 94061

Dear Jud:

On behalf of Accrue Software, Inc. (the "Company"), I am pleased to offer you
the position of Vice President of Marketing, reporting to Jonathan Becher, Vice
President of Business Development, starting on February 26, 2001. Your salary
will be $13,750 per month, corresponding to $165,000 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 flexible time off policy.

You will be granted an incentive stock option to purchase 70,000 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 begin monthly vesting immediately
and will be fully vested in three years, 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 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/ Gregory Walker

Gregory Walker
Interim CEO and CFO
Accrue Software, Inc.

I, Judson Groshong, understand the foregoing terms and conditions and hereby
accept them as stated:

Signed: /s/Judson Groshong                 Date: 2/28/01
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