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