Separation Agreement and Mutual Release - Accrue Software Inc. and Richard Kreysar


                              ACCRUE SOFTWARE, INC.

                     SEPARATION AGREEMENT AND MUTUAL RELEASE

        This Separation Agreement and Mutual Release ("AGREEMENT") is made by
and between Accrue Software, Inc., a Delaware corporation (the "COMPANY"), and
Richard Kreysar ("MR. KREYSAR" or "EMPLOYEE").

        WHEREAS, Mr. Kreysar was employed by the Company pursuant to the terms
of an offer letter dated June 16, 1998; and

        WHEREAS, the Company and Mr. Kreysar have mutually agreed to terminate
the existing employment relationship and to release each other from any claims
arising from or related to the employment relationship.

        NOW, THEREFORE, in consideration of the mutual promises made herein, the
Company and Mr. Kreysar (collectively referred to as the "PARTIES") hereby agree
as follows:

        1. TERMINATION OF EMPLOYMENT; SERVICE ON BOARD OF DIRECTORS. Mr. Kreysar
and the Company acknowledge and agree that Mr. Kreysar's employment as Chief
Executive Officer of the Company terminated effective at the close of business
on January 15, 2001 (the "TERMINATION DATE"). Following the Termination Date,
Mr. Kreysar shall continue as a member of the Board of Directors (the "BOARD")
at the discretion of the Board. Mr. Kreysar agrees to submit his letter of
voluntary resignation to the Board when requested to do so by the Board. In all
events, Mr. Kreysar's continued service as a member of the Board shall be
subject to his election to such position by the stockholders of the Company.

        2. SEVERANCE BENEFITS. In consideration for the release of claims set
forth below and other obligations under this Agreement, and provided this
Agreement is signed by Mr. Kreysar and not revoked under Section 7 herein, and
further provided that Mr. Kreysar remains in full compliance with his
obligations to the Company under this Agreement, the Company agrees to provide
the following severance benefits to Mr. Kreysar:

                (a) Following the Termination Date, the Company shall continue
to pay as severance to Mr. Kreysar his regular base salary for a six-month
period (the "Severance Period"). Each severance payment shall be reduced by
applicable tax withholding and shall be paid in accordance with the Company's
regular payroll schedule and practices. The first severance payment shall be
made on the first regular payroll date following the Effective Date of this
Agreement (as defined in Section 20 below);

                (b) If Mr. Kreysar accurately and timely elects to continue his
health insurance benefits under COBRA, as described in Section 3(a) below, the
Company agrees to pay the applicable COBRA premiums until the end of the
Severance Period;

                (c) Mr. Kreysar shall be entitled to keep and assume ownership
of the laptop computer provided to him by the Company. Mr. Kreysar shall be
responsible for any and all maintenance and repair costs incurred with respect
to the computer after the Termination Date; and
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                (d) Notwithstanding the original vesting terms set forth in the
Purchase Agreement for the First Option Shares (as such terms are defined in
Section 4(a) below), the Company agrees to waive its right to repurchase an
aggregate of 400,710 of the First Option shares not otherwise vested as of the
Termination Date and to waive payment of the principal and interest amount owing
with respect to Mr. Kreysar's purchase of 1,204,261 of the First Option shares,
subject to the terms of Section 4(a) below.

        3. EMPLOYEE BENEFITS.

                (a) Mr. Kreysar shall continue to receive the Company's health
insurance benefits (medical and dental) at Company expense until January 31,
2001, which date shall be the "qualifying event" date under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"). If Mr. Kreysar
timely and accurately elects to continue his health insurance benefits under
COBRA following such date, the Company shall pay the applicable COBRA premiums
through the end of the Severance Period. Following such date, Mr. Kreysar has
the right to continue the COBRA coverage at his own expense.

                (b) Except as otherwise provided above, Mr. Kreysar shall not be
entitled to participate in any of the Company's benefit plans or programs
offered to employees of the Company after the Termination Date.

        4. STOCK INTERESTS.

                (a) RESTRICTED STOCK. Under the terms of the Notice of Stock
Option Grant and the Stock Option Agreement granted to Mr. Kreysar on August 18,
1998 (the "FIRST OPTION"), and the Early Exercise Notice and Restricted Stock
Purchase Agreement for the First Option executed on October 1, 1998 by Mr.
Kreysar and the Company (the "PURCHASE AGREEMENT"), Mr. Kreysar purchased
1,605,683 shares of the Company's Common Stock (the "SHARES") with a per Share
purchase price of $0.12, for a total purchase price of $192,681.96. Mr. Kreysar
paid the purchase price for the Shares by delivering a promissory note to the
Company (the "NOTE") dated October 1, 1998 in the original aggregate principal
amount of $192,681.96, bearing 5.06% interest per annum on the unpaid balance of
such principal sum, copies of which are attached hereto as Exhibit A. Mr.
Kreysar purchased the Shares subject to a right of repurchase by the Company at
Mr. Kreysar's original cost of $0.12 per Share on the termination of Mr.
Kreysar's relationship with the Company as an employee or consultant pursuant to
the terms of the Purchase Agreement. Such repurchase right was to lapse at a
rate of 25% of the Shares on the twelve month anniversary of the Vesting
Commencement Date (as defined in the Purchase Agreement) and thereafter at the
rate of 1/48th of the total number of Shares on the 22nd day of each month
following the Vesting Commencement Date. As of the Termination Date, the Parties
acknowledge and agree that (1) the outstanding balance under the Note, not
including accrued interest, remains $192,681.96, and that such balance, together
with accrued interest, was due and payable on the Termination Date, (2) the
Company's repurchase right under the Purchase Agreement had lapsed as to
1,003,551 of the Shares and (3) the Company has the right to repurchase 602,132
unvested Shares.

                        (i) ACCELERATION OF VESTING. Notwithstanding the above,
in consideration for the release of claims set forth below and other obligations
under this 


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Agreement, and notwithstanding the terms of the Purchase Agreement, the Company
shall, immediately prior to the Effective Date, release an additional 400,710 of
the Shares from the Company's right of repurchase. Accordingly, the Company
shall exercise its right to repurchase 201,422 unvested Shares held by Mr.
Kreysar, and pursuant to the terms of the Purchase Agreement, the Company shall
pay the total repurchase price for the unvested Shares by canceling $24,170.64
of the principal amount of Mr. Kreysar's indebtedness to the Company due under
the Note for such unvested shares. Upon such cancellation, Mr. Kreysar owes to
the Company the remaining principal balance of $168,511.32 for the vested Shares
and the accrued interest on the entire original principal amount, with such
principal balance, together with accrued interest, being immediately due and
payable.

                        (ii) FORGIVENESS OF PORTION OF PROMISSORY NOTE;
EXECUTION OF NEW PROMISSORY NOTE. In further consideration for the release of
claims set forth below and other obligations under this Agreement, the Company
shall forgive the aggregate amount of $167,921.78 on the Note, which represents
the principal amount of $144,511.32 (the purchase price for 1,204,261 of the
Shares) plus the accrued interest on the entire original principal amount of the
Note. In accordance with applicable tax law, that amount shall be reported as
taxable income to Mr. Kreysar on his Form W-2 for 2001. Concurrent with his
execution of this Agreement, Mr. Kreysar shall enter into a new nonrecourse
promissory note in favor of the Company in the amount of $24,000 (the "NEW
Note"), in the form attached hereto as Exhibit E. Upon execution of the New
Note, the Note shall be cancelled by the Company.

                  (c) STOCK OPTION. The terms of the Stock Option granted to Mr.
Kreysar on April 17, 2000 under the terms of the Company's 1996 Stock Plan (the
"SECOND OPTION"), a copy of which is attached as Exhibit B, for the grant of
50,000 shares of the Company's Common Stock (the "SECOND OPTION SHARES")
provides that the Second Option Shares vest at the rate of 25% of the Second
Option Shares on the twelve month anniversary date of the Vesting Commencement
Date (as defined in the Second Option Agreement), and 1/48 of the total number
of Second Option Shares vest each month thereafter. The Parties acknowledge and
agree that, pursuant to such vesting schedule, zero of the Second Option Shares
had vested as of the Termination Date. Accordingly, the Second Option expired by
its terms on the Termination Date.

        Except as set forth in this Agreement, the Purchase Agreement and the
agreements issued in connection with the grants of the First and Second Options,
Mr. Kreysar acknowledges that as of the Termination Date, Mr. Kreysar shall have
no right, title or interest in or to any shares of the Company's capital stock
under the Purchase Agreement, the option agreements, or any other agreement
(oral or written) or plan with the Company.

        5. NO OTHER PAYMENTS DUE. Mr. Kreysar and the Company agree that the
Company paid to Mr. Kreysar on or before the Termination Date, his accrued
salary, accrued vacation and other sums as were then due to Mr. Kreysar through
such date. By executing this Agreement, Mr. Kreysar hereby acknowledges receipt
of all such payments and acknowledges that, in light of the payment by the
Company of all wages due to Mr. Kreysar, California Labor Code Section 206.5 is
not applicable to the Parties hereto. That section provides in pertinent part as
follows:
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                        No employer shall require the execution of any release
                        of any claim or right on account of wages due, or to
                        become due, or made as an advance on wages to be earned,
                        unless payment of such wages has been made.

        6. RELEASE OF CLAIMS. In consideration for the obligations of both
parties set forth in this Agreement, Mr. Kreysar and the Company, on behalf of
themselves, and their respective heirs, executors, officers, directors,
employees, investors, stockholders, administrators and assigns, hereby fully and
forever release each other and their respective heirs, executors, officers,
directors, employees, investors, stockholders, administrators, predecessor and
successor corporations and assigns, of and from any claim, duty, obligation or
cause of action relating to any matters of any kind, whether presently known or
unknown, suspected or unsuspected, that any of them may possess arising from any
omissions, acts or facts that have occurred up until and including the date of
this Agreement including, without limitation:

                (a) any and all claims relating to or arising from Mr. Kreysar's
employment relationship with the Company and the termination of that
relationship;

                (b) any and all claims relating to, or arising from, Mr.
Kreysar's right to purchase, or actual purchase of shares of stock of the
Company;

                (c) any and all claims for wrongful discharge of employment;
breach of contract, both express and implied; breach of a covenant of good faith
and fair dealing, both express and implied, negligent or intentional infliction
of emotional distress; negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic advantage;
negligence; and defamation;

                (d) any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment
Act of 1967, the Americans with Disabilities Act of 1990, and the California
Fair Employment and Housing Act;

                (e) any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination; and

                (f) any and all claims for attorneys' fees and costs.

        The Company and Mr. Kreysar agree that the release set forth in this
Section 6 shall be and remain in effect in all respects as a complete general
release as to the matters released. This release does not extend to any
obligations incurred or specified under this Agreement.

        7. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Mr. Kreysar
acknowledges that he is waiving and releasing any rights he may have under the
Age Discrimination in Employment Act of 1967 ("ADEA") and that this waiver and
release is knowing and voluntary. Mr. Kreysar and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
ADEA after the date of this Agreement. Mr. Kreysar acknowledges that the
consideration given for this waiver and release Agreement is in addition to
anything of value to which Mr. Kreysar was already 


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entitled. Mr. Kreysar further acknowledges that he has been advised by this
writing that (a) he should consult with an attorney prior to executing this
Agreement; (b) he has at least twenty-one (21) days within which to consider
this Agreement; (c) he has seven (7) days following his execution of this
Agreement to revoke the Agreement (the "REVOCATION PERIOD"). This Agreement
shall not be effective until the Revocation Period has expired.

        8. CIVIL CODE SECTION 1542. The Parties represent that they are not
aware of any claim by either of them other than the claims that are released by
this Agreement. Mr. Kreysar and the Company acknowledge that they have been
advised by legal counsel and are familiar with the provisions of California
Civil Code Section 1542, which provides as follows:

                A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
                EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

        Mr. Kreysar and the Company, being aware of said Code section, agree to
expressly waive any rights they may have thereunder, as well as under any other
statute or common law principles of similar effect.

        9. EMPLOYEE COVENANTS.


                (a) GENERAL. Mr. Kreysar agrees that for all periods described
in this Agreement, he shall continue to conduct himself in a professional manner
that is supportive of the business of the Company.

                (b) CONFIDENTIAL INFORMATION. Mr. Kreysar understands and agrees
that his obligations to the Company under the Confidential Information and
Inventions Agreement he executed on ______, 1998 (the "CONFIDENTIALITY
AGREEMENT"), a copy of which is attached hereto as Exhibit C, survive the
termination of his relationship with the Company under this Agreement. Mr.
Kreysar agrees that at all times hereafter he shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
as provided by the Confidentiality Agreement and that he shall not intentionally
divulge, furnish or make available to any party any of the trade secrets,
patents, patent applications, price decisions or determinations, inventions,
customers, proprietary information or other intellectual property of the
Company, until after such time as such information has become publicly known
otherwise than by act of collusion of Mr. Kreysar. Mr. Kreysar further agrees to
execute the Termination Certification attached as Exhibit C to the
Confidentiality Agreement.

                (c) CONFIDENTIALITY OF THIS AGREEMENT. The parties each agree to
use their best efforts to maintain in confidence the existence of this
Agreement, the contents and terms of this Agreement, and the consideration for
this Agreement (hereinafter collectively referred to as "SEPARATION
INFORMATION"). Each party hereto agrees to take every reasonable precaution to
prevent disclosure of any Separation Information to third parties, except as may
be or has been disclosed in a press release and except for disclosures required
by law or 


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necessary to effectuate the terms of this Agreement. Mr. Kreysar understands and
acknowledges that Company may be required to file a copy of this Agreement with
the Securities and Exchange Commission and to disclose its terms in Company's
next proxy statement. The parties agree to take every precaution to disclose
Separation Information only to those employees, officers, directors, attorneys,
accountants, governmental entities, and family members who have a reasonable
need to know of such Separation Information.

                (d) SEC REPORTING. Mr. Kreysar will cooperate with the Company
in providing information with respect to all reports required to be filed by the
Company with the Securities and Exchange Commission as they relate to required
information with respect to Mr. Kreysar.

                (e) NONCOMPETITION. During the period from the Termination Date
through the end of the Severance Period, Mr. Kreysar agrees that he shall not
engage in any employment, consulting or business relationship with any company
that is in competition with the Company, including without limitation the
following companies: Andromedia, Inc., net.Genesis Corporation, WebTrends
Corporation, Broadbase Software, Inc. and E.piphany, Inc.

        10. NON-DISPARAGEMENT. Each Party agrees to refrain from any
disparagement, defamation, slander of the other, or tortious interference with
the contracts and relationships of the other.

        11. BREACH OF THIS AGREEMENT. Mr. Kreysar acknowledges that upon
material breach of any provision of this Agreement, the Company would sustain
irreparable harm from such breach, and, therefore, Mr. Kreysar agrees that in
addition to any other remedies which the Company may have for any breach of this
Agreement or otherwise, including termination of the Company's obligations to
provide the salary, benefits, accelerated stock vesting and loan forgiveness to
Mr. Kreysar as described in Sections 2, 3 and 4 of this Agreement, the Company
shall be entitled to obtain equitable relief including specific performance,
injunctions and restraining Mr. Kreysar from committing or continuing any such
violation of this Agreement. Mr. Kreysar further agrees that if the Company
ceases such payments and benefits as a result of Mr. Kreysar's breach of this
Agreement, the waiver and release set forth in this Agreement shall remain in
full force and effect at all times in the future.

        12. AUTHORITY. The Company represents and warrants that the undersigned
has the authority to act on behalf of the Company and to bind the Company and
all who may claim through it to the terms and conditions of this Agreement. Mr.
Kreysar represents and warrants that he has the capacity to act on his own
behalf and on behalf of all who might claim through him to bind them to the
terms and conditions of this Agreement. Each Party warrants and represents that
there are no liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of action released herein.

        13. NO REPRESENTATIONS. Neither Party has relied upon any
representations or statements made by the other Party hereto which are not
specifically set forth in this Agreement.
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        14. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court or other tribunal of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.

        15. ARBITRATION. The Parties shall attempt to settle all disputes
arising in connection with this Agreement through good faith consultation. In
the event no agreement can be reached on such dispute within fifteen (15) days
after notification in writing by either Party to the other concerning such
dispute, the dispute shall be settled by binding arbitration to be conducted in
Contra Costa County before the American Arbitration Association under its
California Employment Dispute Resolution Rules, or by a judge to be mutually
agreed upon. The arbitration decision shall be final, conclusive and binding on
both Parties and any arbitration award or decision may be entered in any court
having jurisdiction. The Parties agree that the prevailing party in any
arbitration shall be entitled to injunctive relief in any court of competent
jurisdiction to enforce the arbitration award. The Parties further agree that
the prevailing Party in any such proceeding shall be awarded reasonable
attorneys' fees and costs. This Section 15 shall not apply to the
Confidentiality Agreement. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO
TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS.

        16. INDEMNIFICATION. The Indemnification Agreement entered into by Mr.
Kreysar and the Company on June 22, 1998, a copy of which is attached as Exhibit
D, shall remain in effect following the Termination Date in accordance with the
terms of such agreement.

        17. ENTIRE AGREEMENT. This Agreement, and the exhibits hereto, represent
the entire agreement and understanding between the Company and Mr. Kreysar
concerning Mr. Kreysar's separation from the Company, and supersede and replace
any and all prior agreements and understandings concerning Mr. Kreysar's
relationship with the Company and his compensation by the Company.

        18. NO ORAL MODIFICATION. This Agreement may only be amended in writing
signed by Mr. Kreysar and the Company.

        19. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of California, without regard to its conflicts of law provisions.

        20. EFFECTIVE DATE. This Agreement is effective upon the expiration of
the Revocation Period described in Section 7 and such date is referred to herein
as the "EFFECTIVE DATE."

        21. COUNTERPARTS. This Agreement may be executed in counterparts, and
each counterpart shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

        22. ASSIGNMENT. This Agreement may not be assigned by Mr. Kreysar or the
Company without the prior written consent of the other party. Notwithstanding
the foregoing, this Agreement may be assigned by the Company to a corporation
controlling, controlled by or under common control with the Company without the
consent of Mr. Kreysar.
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        23. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto, with the full intent of releasing all claims. The Parties
acknowledge that:

                (a) they have read this Agreement;

                (b) they have been represented in the preparation, negotiation,
and execution of this Agreement by legal counsel of their own choice or that
they have voluntarily declined to seek such counsel;

                (c) they understand the terms and consequences of this Agreement
and of the releases it contains; and

                (d) they are fully aware of the legal and binding effect of this
Agreement.

                IN WITNESS WHEREOF, the Parties have executed this Separation
Agreement and Mutual Release on the respective dates set forth below.

                                             ACCRUE SOFTWARE, INC.


Dated as of March 24, 2001                   By:  /s/ Robert Smelick 
                                                --------------------------------
                                             Title: Chairman

                                             RICHARD KREYSAR, an individual

                                             /s/  Richard Kreysar
Dated as of March 24, 2001                   -----------------------------------
                                             Richard Kreysar


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                                    EXHIBIT A

                               PURCHASE AGREEMENT


   10

                                    EXHIBIT B

                             SECOND OPTION AGREEMENT


   11

                                    EXHIBIT C

                            CONFIDENTIALITY AGREEMENT


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                                    EXHIBIT D

                            INDEMNIFICATION AGREEMENT


   13


                                    EXHIBIT E

                                 PROMISSORY NOTE

$24,000.00                                                   Fremont, California
                                                                  March 24, 2001


        For value received, the undersigned promises to pay Accrue Software,
Inc., a Delaware corporation (the "Company"), at its principal office the
principal sum of $24,000 with interest from the date hereof at a rate of 5.06%
per annum, compounded semiannually, on the unpaid balance of such principal sum.
Such principal and interest shall be due and payable on July 15, 2002; provided,
however, that if the undersigned breaches any material term of the Separation
Agreement and Mutual Release executed by and between the Company and the
undersigned on March 24, 2001, this Note shall be immediately due and payable.

        Principal and interest are payable in lawful money of the United States
of America. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT
INTEREST OR PENALTY.

        Should suit be commenced to collect any sums due under this Note, such
sum as the Court may deem reasonable shall be added hereto as attorneys' fees.
The makers and endorsers have severally waived presentment for payment, protest,
notice of protest and notice of nonpayment of this Note.

        This nonrecourse Note is secured by a pledge of certain shares of Common
Stock of the Company and is subject to the terms of a Pledge and Security
Agreement between the undersigned and the Company of even date herewith.


                                         /s/ RICHARD KREYSAR
                                         --------------------------------------
                                         Richard Kreysar


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                          PLEDGE AND SECURITY AGREEMENT

        This Pledge and Security Agreement (the "Agreement") is entered into
this 24th day of March, 2001 by and between Accrue Software, Inc., a Delaware
corporation (the "Company") and Richard Kreysar ("Purchaser").

                                    RECITALS

        In connection with Purchaser's exercise of an option to purchase certain
shares of the Company's Common Stock (the "Shares") pursuant to an Option
Agreement effective as of August 18, 1998 between Purchaser and the Company,
Purchaser delivered a promissory note (the "Original Note") in full payment of
the exercise price for the Shares. The Company required that the Note be secured
by a pledge of the Shares on the terms set forth in a Pledge and Security
Agreement dated October 1, 1998. In connection with the termination of
Purchaser's employment with the Company on January 15, 2001, the Company is
repurchasing certain of the Shares, is forgiving a portion of the principal and
all of the accrued interest on the Original Note, and is executing a new
promissory note with Purchaser (the "Note") in the amount of $24,000, which
amount represents the purchase price for 200,000 of the Shares (the "Vested
Shares"). The Company requires that the Note be secured by a pledge of the
Vested Shares on the terms set forth below.

                                    AGREEMENT

        In consideration of the Company's acceptance of the Note as full or
partial payment of the exercise price of the Vested Shares, and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:

        1. The Note shall become payable in full on July 15, 2002; provided,
however, that if Purchaser breaches any material term of the Separation
Agreement and Mutual Release executed by and between the Company and Purchaser
on March 24, 2001, the Note shall be immediately due and payable.

        2. Purchaser shall deliver to the Secretary of the Company, or his or
her designee (hereinafter referred to as the "Pledge Holder"), all certificates
representing the Vested Shares, together with an Assignment Separate from
Certificate in the form attached to this Agreement as Attachment A executed by
Purchaser and by Purchaser's spouse (if required for transfer), in blank, for
use in transferring all or a portion of the Vested Shares to the Company if, as
and when required pursuant to this Agreement. In addition, if Purchaser is
married, Purchaser's spouse shall execute the signature page attached to this
Agreement.

        3. As security for the payment of the Note and any renewal, extension or
modification of the Note, Purchaser hereby grants to the Company a security
interest in and pledges with and delivers to the Company Purchaser's Vested
Shares (sometimes referred to herein as the "Collateral").

        4. In the event that Purchaser prepays all or a portion of the Note, in
accordance with the provisions thereof, Purchaser intends, unless written notice
to the contrary is delivered to the Pledge Holder, that the Vested Shares
represented by the portion of the Note 


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so repaid, including annual interest thereon, shall continue to be so held by
the Pledge Holder, to serve as independent collateral for the outstanding
portion of the Note for the purpose of commencing the holding period set forth
in Rule 144(d) promulgated under the Securities Act of 1933, as amended (the
"Securities Act").

        5. In the event of any foreclosure of the security interest created by
this Agreement, the Company may sell the Vested Shares at a private sale or may
repurchase the Vested Shares itself. The parties agree that, prior to the
establishment of a public market for the Vested Shares of the Company, the
securities laws affecting sale of the Vested Shares make a public sale of the
Vested Shares commercially unreasonable. The parties further agree that the
repurchasing of such Vested Shares by the Company, or by any person to whom the
Company may have assigned its rights under this Agreement, is commercially
reasonable if made at a price determined by the Board of Directors in its
discretion, fairly exercised, representing what would be the fair market value
of the Vested Shares reduced by any limitation on transferability, whether due
to the size of the block of shares or the restrictions of applicable securities
laws.

        6. In the event of default in payment when due of any indebtedness under
the Note, the Company may elect then, or at any time thereafter, to exercise all
rights available to a secured party under the California Commercial Code
including the right to sell the Collateral at a private or public sale or
repurchase the Vested Shares as provided above. The proceeds of any sale shall
be applied in the following order:

                (a) To the extent necessary, proceeds shall be used to pay all
reasonable expenses of the Company in enforcing this Agreement and the Note,
including, without limitation, reasonable attorney's fees and legal expenses
incurred by the Company.

                (b) To the extent necessary, proceeds shall be used to satisfy
any remaining indebtedness under Purchaser's Note.

                (c) Any remaining proceeds shall be delivered to Purchaser.

        7. Upon full payment by Purchaser of all amounts due under the Note,
Pledge Holder shall deliver to Purchaser all Vested Shares in Pledge Holder's
possession belonging to Purchaser, and Pledge Holder shall thereupon be
discharged of all further obligations under this Agreement; provided, however,
that Pledge Holder shall nevertheless retain the Vested Shares as escrow agent
if at the time of full payment by Purchaser said Vested Shares are still subject
to a Repurchase Option in favor of the Company.


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        The parties have executed this Pledge and Security Agreement as of the
date first set forth above.

                                    COMPANY:

                                    ACCRUE SOFTWARE, INC.


                                    By:  /s/ ROBERT SMELICK
                                    ------------------------------------


                                    Name:  Robert Smelick
                                         ------------------------------------
                                                      (print)

                                    Title:
                                          ------------------------------------


                                    Address:

                                    PURCHASER:

                                    RICHARD KREYSAR

                                    /s/ RICHARD KREYSAR 
                                    ------------------------------------
                                    (Signature)

                                    Richard Kreysar
                                    ------------------------------------
                                    (Print Name)

                                    Address: 110 Tuscany Way
                                             Danville, CA 94506




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                                  ATTACHMENT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

        FOR VALUE RECEIVED and pursuant to that certain Pledge and Security
Agreement between the undersigned ("Purchaser") and Accrue Software, Inc. dated
March 24, 2001 (the "Agreement"), Purchaser hereby sells, assigns and transfers
unto _______________________________ (________) shares of the Common Stock of
Accrue Software, Inc., standing in Purchaser's name on the books of said
corporation represented by Certificate No. ___ herewith and hereby irrevocably
appoints _____________________________ to transfer said stock on the books of
the within-named corporation with full power of substitution in the premises.
THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT.

Dated: ____________

                                   Signature:

                                   /s/ RICHARD KREYSAR
                                   ------------------------------------
                                   Richard Kreysar


                                   /s/ STACY A. KREYSAR
                                   -----------------------------------------
                                   Spouse of Richard Kreysar (if applicable)



Instruction: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to perfect the security interest of the Company
pursuant to the Agreement.