ACCRUE SOFTWARE INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>f85640exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    Exhibit 10.2


                             SECURED PROMISSORY NOTE

$48,000.00                                                      October 25, 2002
                                                             Fremont, California

      For value received, Accrue Software, Inc. a Delaware corporation (the
"Company"), promises to pay to Robert M. Smelick (the "Holder"), the principal
sum of Forty-Eight Thousand Dollars ($48,000.00). Interest shall accrue from the
date of this Note on the unpaid principal amount at a rate equal to 2.03% per
annum, compounded annually. This Note is subject to the following terms and
conditions.

      1.    MATURITY. Principal and any accrued but unpaid interest under this
Note shall be due and payable upon demand by the Holder at any time after
November 25, 2002 provided that the Company has consummated the purchase of
Personify, Inc. assets referenced in that certain letter agreement dated October
3, 2002 between the Company and Diablo Management Group (the "Maturity Date").

      2.    PAYMENT; PREPAYMENT. All payments shall be made in lawful money of
the United States of America at such place as the Holder hereof may from time to
time designate in writing to the Company. Payment shall be credited first to the
accrued interest then due and payable and the remainder applied to principal.
Prepayment of this Note may be made at any time without penalty.

      3.    TRANSFER; SUCCESSORS AND ASSIGNS. The terms and conditions of this
Note shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. This Note may be transferred only upon surrender of
the original Note for registration of transfer, duly endorsed, or accompanied by
a duly executed written instrument of transfer in form satisfactory to the
Company. Thereupon, a new note for the same principal amount and interest will
be issued to, and registered in the name of, the transferee. Interest and
principal are payable only to the registered holder of this Note.

      4.    GOVERNING LAW. This Note and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

      5.    NOTICES. Any notice required or permitted by this Agreement shall be
in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
48 hours after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, if such notice is addressed to the party to be notified at
such party's address or facsimile number as set forth below or as subsequently
modified by written notice.
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      6.    AMENDMENTS AND WAIVERS. Any term of this Note may be amended only
with the written consent of the Company and the Holder. Any amendment or waiver
effected in accordance with this Section 6 shall be binding upon the Company,
each Holder and each transferee of any Note.

      8.    STOCKHOLDERS, OFFICERS AND DIRECTORS NOT LIABLE. In no event shall
any stockholder, officer or director of the Company be liable for any amounts
due or payable pursuant to this Note.

      9.    SECURITY INTEREST. The Company hereby grants to the Holder a first
priority security interest (the "Security Interest") in all of the Company's
right, title and interest in certain assets of Personify, Inc. acquired pursuant
to that certain Asset Purchase Agreement dated October 25, 2002 between Accrue
Software, Inc. and Personify, Inc. and also that certain letter agreement dated
as of October 3, 2002 between the Company and Diablo Management Group and
accepted as the winning bid on October 8, 2002 (the "Personify Assets"). In
addition, the Company hereby appoints Holder as its attorney-in-fact for the
purpose of signing and filing any uniform commercial code financial statements
or other documents considered necessary or appropriate by Holder to perfect or
enhance the foregoing grant of Holder's security interest in the Personify
Assets, or deliver any notices required thereunder.

      The Company and Holder acknowledge and agree that this Note is secured
solely by the Security Interest and such Security Interest shall be the Holder's
sole recourse for repayment of this Note. The Company agrees to take all other
actions as may be reasonably necessary to perfect the Security Interest.

      10.   COUNTERPARTS. This Note may be executed in any number of
counterparts, each of which will be deemed to be an original and all of which
together will constitute a single agreement.

      11.   ACTION TO COLLECT ON NOTE. If action is instituted to collect on
this Note, the Company promises to pay all costs and expenses, including
reasonable attorney's fees, incurred in connection with such action.

      12.   LOSS OF NOTE. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Note or any Note
exchanged for it, and indemnity satisfactory to the Company (in case of loss,
theft or destruction) or surrender and cancellation of such Note (in the case of
mutilation), the Company will make and deliver in lieu of such Note a new Note
of like tenor.


                                      -2-
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                                           COMPANY:

                                           ACCRUE SOFTWARE, INC.

                                           By: /s/ Jonathan D. Becher
                                               ----------------------

                                           Name: Jonathan D. Becher
                                                 ------------------
                                                       (print)
                                           Title: President and CEO

                                           Address: 48634 Milmont Drive,
                                                    Fremont, CA  94538


AGREED TO AND ACCEPTED:

ROBERT M. SMELICK

By: /s/ Robert M. Smelick
    ----------------------------

Name:
      ---------------------------
                (print)
Title:
       ---------------------------

Address:


                                      -3-

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