Amendment No. 1 to Asset Purchase Agreement - Accrue Software


 AMENDMENT NO. 1
                                       TO
                            ASSET PURCHASE AGREEMENT


     This Amendment No. 1 to that certain Asset Purchase Agreement (the
"Purchase Agreement") dated August 14, 2003 is made as of September 17, 2003 by
and between Accrue Software, Inc. (the "Company") and Accrue Acquisition Corp.
("AAC").

                                    Recitals

A.   The Company is party to an Escrow Agreement dated January 29, 1999 between
     Accrue Software, Inc. and DSI Technology Escrow Services, Inc. ("DSI")
     (Account Number 0103041-00001) and a Preferred Escrow Agreement dated April
     30, 2001 among Accrue Software, Inc., DSI and the other parties signing the
     Acceptance Form thereto (Master Number 0103041-00001) (collectively, such
     agreements are referred to as the "Escrow Agreements"), pursuant to which
     the Company owes DSI a total of $52.00 (the "DSI Obligation").

B.   The Company is party to a Service Agreement between Accrue Software, Inc.
     and Recall Total Information Management ("RTIM") dated January 11, 2002
     (the "Recall Agreement"), pursuant to which the Company owes RTIM a total
     of $752.00 (the "Recall Obligation").

C.   The Company wishes to assign the Escrow Agreements and the Recall Agreement
     to AAC, and AAC wishes to assume such agreements pursuant to the Purchase
     Agreement.

D.   In order to assume and assign such contracts, AAC must assume the
     outstanding payment obligations and cure the defaults under such
     agreements.

                                    Agreement

Now, therefore, the parties to the Purchase Agreement agree as follows:

1.       The Escrow Agreements and the Recall Agreement shall be "Assigned
         Contracts" for purposes of the Purchase Agreement.

2.       The DSI Obligation and the Recall Obligation shall be "Assumed
         Liabilities" for purposes of the Purchase Agreement.

3.       This Agreement may be executed in two or more counterparts, each of
         which shall be deemed an original and all of which together shall
         constitute one instrument.

4.       Except as amended as set forth above, the Agreement shall continue in
         full force and effect.



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<PAGE>

     The parties have executed this Amendment No. 1 to Asset Purchase Agreement
as of the date first written above.



ACCRUE SOFTWARE, INC.,                      ACCRUE ACQUISITION CORP.,
a Delaware corporation                      a Delaware corporation


By:________________________                   By:______________________________
P.K. Karnik, President and                 Title:______________________________
Chief Executive Officer