ACCRUE SOFTWARE INC
EXHIBIT 10.20
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<TYPE>EX-10.20
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<FILENAME>ex10-20.txt
<DESCRIPTION>EXHIBIT 10.20
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                                                                   EXHIBIT 10.20


November 28, 1999

                                                              [ACCRUE LOGO]

Mr. Jonathan Becher
10710 North Tantau Avenue
Cupertino, CA 95014-0717


Dear Jon:

On behalf of Accrue Software, Inc. (the "Company"), I am pleased to offer you
the position of Vice President of Product Strategies, reporting to me, starting
on the effective date of the close of the acquisition by Accrue of NeoVista.
You will be paid a salary of $13,333.33 per month, corresponding to
$160,000.00 per year.  Your salary will be payable in accordance with the
Company's standard payroll policies (subject to normal required withholding).
You will be covered by the Company's standard benefits package including health
insurance and seventeen days paid time off per year, pro-rated during 1999.

You have been granted as of September 9, 1999 a NeoVista Stock Option of
1,261,927 shares which will convert into approximately 60,092 shares of Accrue
Stock Options. These options will vest on a monthly basis, beginning with the
grant date over four years.

You will be additionally granted an incentive stock option to purchase 10,000
shares of Accrue Common Stock exercisable at the fair market value on the date
of grant by the Company's board of directors. The option will become
exercisable at the rate of 25% the share one year after your commencement of
employment and 1/48th of the shares subject to the option cash month
thereafter, so that at the end of four 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 one year acceleration of vesting in addition to what
has been vested to date.

Our offer to you is conditioned upon your execution of the Accrue Software,
Inc. Proprietary Information and Inventions Agreement, and conditioned upon
your ability to provide and maintain the proper and necessary visa and other
documentation required for you and Accrue to comply with all applicable United
States immigration laws and regulations. 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 or processes of such employer.

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

This offer will be held open for three (3) days. To accept please sign at the
bottom of this letter.

Again, let me indicate how pleased we all are to extend this offer, and how
much we look forward to working together. Please indicate your acceptance by
signing and returning the enclosed copy of this letter.

Very truly yours,


/s/ RICHARD D. KREYSAR
------------------------
Richard D. Kreysar
President and CEO
Accrue Software, Inc.

I, Jonathan Becher, understand the foregoing terms and conditions and hereby
accept them as stated:

Signed: /s/ JONATHAN BECHER                      Date:  12/2/99
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