General Release - Accrue Software Inc. and Richard D'Angelo


                                 GENERAL RELEASE

1        This General Release ("Agreement") is given by Richard D'Angelo to
         ACCRUE SOFTWARE, INC. and its respective shareholders, officers,
         directors, employees, insurers, predecessors, successors and assigns
         (referred to as ACCRUE).

2.       I understand that my position has been eliminated, and that my last day
         of employment is 4/18/02 (the "Termination Date").

3.       In consideration for this release and other obligations under this
         Agreement, ACCRUE agrees to pay within 5 business days of the Effective
         Date of this Agreement (as defined in paragraph 19) and provided I have
         returned all company property as defined below, a lump sum separation
         payment equal to two weeks of my current base salary less the standard
         federal, state and local withholding taxes and other authorized
         deductions, if any. If I timely elect to continue health insurance
         coverage through COBRA, ACCRUE agrees to pay my first month of COBRA
         premium.

4.       I understand and agree that the Separation Package provided to me is in
         excess of any earned wages, accrued FTO hours or any other amounts
         owing me by ACCRUE. I understand that I am entitled to receive no
         additional compensation other than what is described here.

5.       ACCRUE and I agree that ACCRUE paid me my regular salary through the
         Termination Date and that ACCRUE paid me on the Termination Date all
         salary, accrued FTO and other sums as were then due to me. I
         acknowledge receipt of all such payments.

6.       In exchange for this Separation Package, I hereby release ACCRUE from
         any and all claims and obligations of every kind and nature, whether
         known or unknown, arising out of or in any way related to agreements,
         acts or conduct occurring at any time prior to the date I sign this
         Agreement, including but not limited to: all claims directly or
         indirectly arising out of or in any way connected with my employment
         with ACCRUE or the termination of my employment, including claims for
         bonuses, commissions, severance, stock, stock options, PTO, fringe
         benefits or expense reimbursements. I understand that I am releasing
         any claim for discrimination, harassment or retaliation based on sex,
         age, religion, race, national origin, disability or on any other basis
         under federal, state or local law.

7.       I specifically understand that the Federal Age Discrimination in
         Employment Act prohibits employment discrimination based on age, and
         that I have the right to file a claim of age discrimination with the
         Equal Employment Opportunity Commission. This understanding
         notwithstanding, I specifically release ACCRUE from any claims of
         employment discrimination based on age arising up to and including the
         date I sign this Agreement. I further agree that the Separation Package
         is in addition to anything to which I am already entitled. I also
         acknowledge that I have been advised, as required by the Older Workers
         Benefit Protection Act that: (a) the waiver and release does not apply
         to any rights or claims that may arise after the date I sign this
         Agreement; (b) that I have the right to consult with an attorney prior
         to executing this Agreement; (c) that I have at least 45 days to
         consider this Agreement, which includes any proposed revisions or
         modifications to it; (d) that I have 7 days following the execution of
         this Agreement to revoke it; and (e) that this Agreement shall not be
         effective until the date upon which the revocation period has expired.
         I acknowledge that I have been provided with the opportunity to consult
         with an attorney.

8.       I agree that any revisions or modifications to the Agreement, whether
         material or immaterial, do not restart the 45 day period. I agree that
         if I choose to not use the full 45 days ACCRUE has provided to consider
         this Agreement, that I do so knowingly and voluntarily and I waive any
         claim that I was not given the entire 45 days or did not use the entire
         period of time to consider this Agreement or consult with an attorney.

9.       I will immediately withdraw any pending claims, complaints, or
         administrative charges I have made against the ACCRUE, and will
         authorize any administrative agency to dismiss those charges. I will
         not file or assist in the filing of any charges, complaints or claims
         against ACCRUE.

10.      I understand that this release fully discharges all claims whether
         known to me or not as provided by California Civil Code section 1542.
         This statute provides that unless I specifically agree to release
         claims I do not know 


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         about, they are not released by a general release. By this Agreement, 
         I agree to waive that right and affirm my intention to release not only
         claims known to me, but also those unknown to me which arose or may 
         arise out of my employment or its termination.

11.      I agree that all ACCRUE property has been returned as of the date I
         sign this Agreement, including but not limited to company credit cards
         or charge cards, pagers, cell phones, personal computers and related
         equipment, identification badges and keys.

12.      I agree to keep this Agreement confidential and not to disclose it to
         anyone except, if I chose, to an attorney to advise me about it. I
         agree that my obligations under the Confidential Information and
         Invention Assignment Agreement will continue after my employment
         terminates.

13.      In exchange for this Separation Package, I agree for a period of one
         year not to directly or indirectly solicit, hire or encourage any
         employee of ACCRUE to leave the employ of ACCRUE.

14.      I agree not to make any statement, written or oral, that disparages,
         criticizes, defames or slanders ACCRUE or any of its employees,
         officers, directors, products or business practices.

15.      ACCRUE and I agree that any dispute arising out of this Agreement shall
         be settled by binding arbitration to be held in Santa Clara County,
         California before the American Arbitration Association under its
         Employment Dispute Resolution Rules; the arbitration decision shall be
         final and binding on the parties.

16.      ACCRUE and I agree that this Agreement does not constitute an admission
         of wrongdoing or liability on the part of ACCRUE.

17.      In the event that any part of this Agreement is declared to be
         unenforceable or void the remainder of the Agreement shall continue in
         full force without that part.

18.      This Agreement and the Letter of Understanding contains the entire
         agreement between ACCRUE and me. Any modification must be in writing
         and signed by an Officer of ACCRUE and me.

19.      This Agreement shall not become effective until 7 calendar days
         following my execution of the Agreement ("Effective Date"). If I choose
         to revoke this Agreement, I must send the revocation to Ann
         Allison-Marsh, Accrue Software, 48634 Milmont Ave., Fremont, CA 94538
         and deliver no later than midnight on the seventh day following
         execution. If I do revoke this Agreement, I understand and agree that I
         am not entitled to receive the Separation Package set forth above.

         I DECLARE THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND REALIZE
         THAT IT DEALS WITH MY LEGAL RIGHTS. I UNDERSTAND THAT I MAY CONSULT
         WITH AN ATTORNEY. I HAVE BEEN GIVEN ADEQUATE OPPORTUNITY TO REVIEW THIS
         AGREEMENT. I ACKNOWLEDGE THAT I AM SIGNING THIS AGREEMENT VOLUNTARILY
         IN EXCHANGE FOR THE SEPARATION PACKAGE DESCRIBED HEREIN.


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         Employee Signature


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         Print Employee Name


         Date: __________________________________



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