Promissory Note - Accrue Software Inc. and Richard Kreysar

PROMISSORY NOTE$192,681.96 Sunnyvale, California October 1, 1998 For value received, the undersigned promises to pay Accrue Software, Inc.,a Delaware corporation (the 'Company'), at its principal office the principalsum of $192,681.91 with interest from the date hereof at a rate of 5.06% perannum, compounded semiannually, on the unpaid balance of such principal sum.Such principal and interest shall be due and payable on October 1, 2002. If the undersigned's employment or consulting relationship with the Companyis terminated prior to payment in full of this Note, this Note shall beimmediately due and payable. Principal and interest are payable in lawful money of the United States ofAmerica. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT PREMIUMOR PENALTY. Should suit be commenced to collect any sums due under this Note, such sumas the Court may deem reasonable shall be added hereto as attorneys' fees. Themakers and endorsers have severally waived presentment for payment, protest,notice of protest and notice of nonpayment of this Note. This Note, which is full recourse, is secured by a pledge of certain sharesof Common Stock of the Company and is subject to the terms of a Pledge andSecurity Agreement between the undersigned and the Company of even dateherewith. /s/ Richard Kreysar ------------------------------ Richard Kreysar

3228Pledge and Security Agreement - Accrue Software Inc. and Richard Kreysar

                          PLEDGE AND SECURITY AGREEMENT     This Pledge and Security Agreement (the 'Agreement') is entered into this1st day of October, 1998 by and between Accrue Software, Inc., a Delawarecorporation (the 'Company') and Richard Kreysar ('Borrower').                                    RECITALS     The Company has loaned $192,681.96 to Borrower pursuant to a promissorynote of even date herewith (the 'Note'). The Company requires that the Note besecured by a pledge of certain shares of the Company's Common Stock (the'Share') pursuant to a Restricted Stock Purchase Agreement dated October 1, 1998between Borrower and the Company on the terms set forth below.                                    AGREEMENT     In consideration of the Company's acceptance of the Note as full or partialpayment of the exercise price of the Shares, and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the parties heretoagree as follows:     1.   The Note shall become payable in full upon the voluntary orinvoluntary termination or cessation of employment of Borrower with the Company,for any reason, with or without cause (including death or disability).     2.   Borrower shall deliver to the Secretary of the Company, or his or herdesignee (hereinafter referred to as the 'Pledge Holder'), all certificatesrepresenting the Shares, together with an Assignment Separate from Certificatein the form attached to this Agreement as Attachment A executed by Borrower andby Borrower's spouse (if required for transfer), in blank, for use intransferring all or a portion of the Shares to the Company if, as and whenrequired pursuant to this Agreement. In addition, if Borrower is married,Borrower's spouse shall execute the signature page attached to this Agreement.     3.   As security for the payment of the Note and any renewal, extension ormodification of the Note, Borrower hereby grants to the Company a securityinterest in and pledges with and delivers to the Company Borrower's Shares(sometimes referred to herein as the 'Collateral').     4.   In the event that Borrower prepays all or a portion of the Note, inaccordance with the provisions thereof, Borrower intends, unless written noticeto the contrary is delivered to the Pledge Holder, that the Shares representedby the portion of the Note so repaid, including annual interest thereon, shallcontinue to be so held by the Pledge Holder, to serve as independent collateralfor the outstanding portion of the Note for the purpose of commencing theholding period set forth in Rule 144(d) promulgated under the Securities Act of1933, as amended (the 'Securities Act').
     5.   In the event of any foreclosure of the security interest created bythis Agreement, the Company may sell the Shares at a private sale or mayrepurchase the Shares itself. The parties agree that, prior to the establishmentof a public market for the Shares of the Company, the securities laws affectingsale of the Shares make a public sale of the Shares commercially unreasonable.The parties further agree that the repurchasing of such Shares by the Company,or by any person to whom the Company may have assigned its rights under thisAgreement, is commercially reasonable if made at a price determined by the Boardof Directors in its discretion, fairly exercised, representing what would be theFair Market Value of the Shares reduced by any limitation on transferability,whether due to the size of the block of shares or the restrictions of applicablesecurities laws.     6.   In the event of default in payment when due of any indebtedness underthe Note, the Company may elect then, or at any time thereafter, to exercise allrights available to a secured party under the California Commercial Codeincluding the right to sell the Collateral at a private or public sale orrepurchase the Shares as provided above. The proceeds of any sale shall beapplied in the following order:          (a)  To the extent necessary, proceeds shall be used to pay allreasonable expenses of the Company in enforcing this Agreement and the Note,including, without limitation, reasonable attorney's fees and legal expensesincurred by the Company.          (b)  To the extent necessary, proceeds shall be used to satisfy anyremaining indebtedness under Borrower's Note.          (c)  Any remaining proceeds shall be delivered to Borrower.     7.   Upon full payment by Borrower of all amounts due under the Note,Pledge Holder shall deliver to Borrower all Shares in Pledge Holder's possessionbelonging to Borrower, and Pledge Holder shall thereupon be discharged of allfurther obligations under this Agreement; provided, however, that Pledge Holdershall nevertheless retain the Shares as escrow agent if at the time of fullpayment by Borrower said Shares are still subject to a Repurchase Option infavor of the Company.
     The parties have executed this Pledge and Security Agreement as of the datefirst set forth above.                                       COMPANY:                                       ACCRUE SOFTWARE, INC.                                       By: /s/ Richard Kreysar                                          ---------------------------------                                       Name: Richard Kreysar                                            -------------------------------                                            (print)                                       Title: President and CEO                                             ------------------------------                                       Address:                                       1275 Orleans Drive                                       Sunnyvale, CA 94089                                       BORROWER:                                       RICHARD KREYSAR                                       /s/ Richard Kreysar                                       ------------------------------------                                       (Signature)                                       ------------------------------------                                      (Print Name)                                       Address:                                       ------------------------------------                                       ------------------------------------