Employment Agreement - Accrue Software Inc. and Richard Kreysar


June 16, 1998


Mr. Richard Kreysar
110 Tuscarry Way
Danville, CA 94506

Dear Rick:

On behalf of Accrue Software Inc., I am pleased to offer you the position of
President and Chief Executive Officer, reporting to the Board of Directors.  In
addition to your role of CEO, you'll also be elected to serve as a Director.
Your annual salary will be $200,000. In addition, you will receive the
company's standard employee benefit package.

You will also be eligible for an annual bonus equal to up to one half of your
salary upon achievement of plan, with additional uncapped upside based on
revenue achievement above plan. This bonus will be based on achievement of
specific milestones. The milestones will be proposed by you by January of each
year (or within 45 days of your start date in the first year), and will be
negotiated and approved by the Board of Directors.

In addition, Accrue is offering you an option to purchase Common Stock
representing 8 1/4% of the fully diluted Accrue shares outstanding, post the
current round of financing. The exercise price of the option will be equal to
the fair market value of Accrue's Common Stock on the date the Board grants
your stock option. Your option will commence vesting upon your start of
employment and is contingent on continued employment. After the first year of
employment, 1/4 of the shares will vest and thereafter, 1/36 of the remaining
shares will vest each month. This grant, which is immediately exercisable, will
be subject to a Repurchase Agreement, which lapses according to the vesting
schedule. If you leave the Company, the terms and conditions of this repurchase
are specified in the Company's Stock Option Agreement. Furthermore, Accrue will
offer you a full-recourse note to facilitate your participation in such a stock
purchase, with details to be defined in an amendment to our Stock Option Plan.

Should Accrue undergo a change of control, your vesting in this option would be
accelerated by one year. In addition, in the event of a change of control,
should your employment and as a result of termination other than for cause, or
as a result of 'constructive termination,' vesting would be accelerated by an
additional year.

Should your job be terminated involuntarily for any reason other than 'for
cause,' your salary, benefits, and stock option vesting will continue for six
months beyond the date of termination, or one year from your date of hire,
whichever is later.

When Accrue offers to sell preferred stock to other investors, you will be
offered the opportunity to purchase that same series of stock, at the same
price, to maintain your pro rata equity position (or less, at your discretion)
in the Company.



This offer of employment is contingent upon your completing, signing, and
returning to us, this offer letter. You will also be asked to sign a
Non-Disclosure Agreement and a Proprietary Information Agreement as part of
your new hire orientation. For purposes of federal immigration law (Immigration
Reform and Control Act of 1986) you are also required to provide documentary
evidence of your eligibility for employment in the United States.

Further, your employment with Accrue is 'at will' and may be terminated by
either the employee or employer at any time, for any reason. Nothing in this
offer is to be construed as a contract of employment for any specific length of
time. Except for the Non-Disclosure Agreement and the Proprietary Information
Agreement and any rights in employee benefits generally offered to employees of
Accrue, this offer represents the entire agreement related to your employment
with Accrue and supersedes all prior or contemporaneous oral or written
communications and representations.

Except for injunctive proceedings against unauthorized disclosure of
confidential information, any and all claims or controversies between you and
Accrue, including but not limited to any claim based in tort, contract or
employment discrimination or any claim based on any federal or state
regulation, shall be settled by arbitration in accordance with the then
commercial arbitration rules of the American Arbitration Association. The
location of the arbitration shall be San Jose, California.

Rick, we are pleased to welcome you to Accrue Software, Inc. All of the team
members that have met you, our investors, and especially myself, are excited
about working with you. Please signify your acceptance of our offer by signing
below and returning this letter to me, no later than Wednesday, June 17th.

Sincerely,
ACCRUE SOFTWARE, INC.


/s/ JOHN FEIBER         
----------------------------------- 
John Feiber, Mohr Davidow Venturas  

Acknowledged receipt and accepted offer:

/s/ RICHARD KREYSAR                    Richard Kreysar
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Name, Signature                        Name, Printed

6/17/98
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Today's Date

6/22/98
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Start Date