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Employment Agreement - Accrue Software Inc. and Richard J. D'Angelo

September 19, 2001

Richard J. D'Angelo
14655 Oak Street #3
Saratoga, CA  95070

Dear Rich:

On behalf of Accrue Software, Inc., I am pleased to offer you the position of
Vice President of Sales, reporting to me. The effective date of this appointment
is October 1, 2001.

Your salary will be $200,000.00 annually and paid bi-weekly. Your salary will be
payable in accordance with the Company's standard payroll policies. You will
also be eligible for a target commission of $150,000, paid quarterly. The
Company will guarantee the first four months of this commission, if you are
employed with the Company through your first four months of your employment. You
will be covered by the company's benefit program and the provisions of these

You will be granted an incentive stock option to purchase 225,000 shares of
Common Stock exercisable at the fair market value on the date of grant by the
Company's Board of Directors. You will be granted for an additional incentive
stock option to purchase 50,000 shares of common stock after 12 months of
employment if you meet at least 90% of your commission target goals. The option
will become exercisable at the rate of 33% of the shares one year after your
commencement of employment and 2.78% of the shares subject to the option each
month thereafter, so that at the end of three years, the option will be fully
vested 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 50% acceleration of vesting of your stock
options, in addition to what has been vested to date, and your salary and
benefits will continue for six months beyond the termination date.

Our offer is conditioned upon your execution of the Accrue Software, Inc.
Proprietary Information and Inventions Agreement, and conditioned upon your
ability to provide and maintain proper and necessary visa and other employment
documentation. 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 from other employers.

Your employment by Accrue Software, Inc. will be for an indefinite term and on
an at-will basis. This means that Accrue Software, Inc. 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
condition 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 at its discretion. The voluntary
at-will nature of your employment shall not be affected nor changed by any other
employment policies or programs the Company or may have, now or in the future.

This offer is contingent upon our completing a check of your references to our

Please sign the bottom of this letter to indicate your acceptance of this offer
and to confirm our agreement.

Again, let me express how pleased I am to be working with you.


/s/ Jeffrey S. Walker

Jeffrey S. Walker
President and CEO
Accrue Software, Inc.

I, Richard J. D'Angelo, understand and accept the foregoing terms and conditions
and hereby accept them as stated.

/s/ Richard J. D'Angelo                           September 24, 2001
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Signature                                          Date

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