Loan Modification Agreement

LOAN MODIFICATION AGREEMENT



This Loan Modification Agreement is entered into as of June 22, 1999, by and between Accrue Software, Inc. ("Borrower") and Silicon Valley Bank ("Bank").



1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated September 19, 1997, as may be amended from time to time, (the "Loan Agreement"). The Loan Agreement provided for, among other things, a Committed Line in the original principal amount of One Million Dollars ($1,000,000), an Equipment facility in the original principal amount of One Million Dollars ($1,000,000) and a Committed Equipment 2 Line in the original principal amount of Seven Hundred Fifty Thousand Dollars ($750,000). Defined terms used but not otherwise defined herein shall have the same meanings as in the Loan Agreement.



Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as the "Indebtedness."



2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness is secured by the Collateral as described in the Loan Agreement and in that certain Intellectual Property Security Agreement, dated September 19, 1997, by and between Borrower and Bank.



Hereinafter, the above-described security documents and guaranties, together with all other documents securing repayment of the Indebtedness shall be referred to as the "Security Documents". Hereinafter, the Security Documents, together with all other documents evidencing or securing the Indebtedness shall be referred to as the "Existing Loan Documents".



3. DESCRIPTION OF CHANGE IN TERMS.



A. Modification(s) to Loan Agreement



1. The following terms set forth in Section 1.1 entitled

"Definitions" are hereby amended as follows:



"Committed Line" means $2,000,000.



"Deferred Revenue" is all amounts received in advance of

performance and not yet recognized as revenue.



Sub-Sections (f) and (i) of the defined term "Eligible

Accounts" are hereby amended to read as follows:



(f) Accounts with respect to which the account debtor does

not have its principal place of business in the United

States, and Accounts arising from products shipped to or

services provided to branches or offices located in the

United States of any account debtor that does not have its

principal place of business in the United States except

for Eligible Foreign Accounts.



(i) Accounts with respect to an account debtor, including

Subsidiaries and Affiliates, whose total obligations to

Borrower exceed twenty-five percent (25%) of all Accounts,

to the extent such obligations exceed the aforementioned



"Revolving Maturity Date" means June 22, 2000.



2. Sub-section (a) of Section 2.1 entitled "Advances" is

hereby amended in part to provide that "Borrowing Base"

shall mean an amount equal to 80% of Eligible Accounts.



3. Sub-section (a) of Section 2.1.1 entitled "Letters of

Credit" is hereby amended in part to provide that the face

amount of all outstanding Letters of Credit, (including

drawn but unreimbursed Letters of Credit) shall not in any

case exceed Two Million Dollars ($2,000,000).



4. Sub-sections (a) and (c) of Section 2.1.2 entitled

"Foreign Exchange Contract; Foreign Exchange Settlements"

are hereby amended in part to provide for a $2,000,000

Contract Limit and a $2,000,000 Settlement Limit.



5. Section 2.1.3 entitled "Cash Management Sublimit" is

hereby amended in part to provide for a Two Million

Dollars ($2,000,000) Cash Management Subli ...