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                                                                   Exhibit 10.34

                          SECOND AMENDMENT TO SUBLEASE


         This Second Amendment to Sublease (this "Amendment") is entered into as
of February 11, 2002 (the "Amendment Date"), by and between PREMISYS
COMMUNICATIONS, INC., a Delaware corporation ("Sublessor"), and ACCRUE SOFTWARE,
INC., a Delaware corporation ("Sublessee").

                                    RECITALS

         A. On June 4, 1998 AETNA LIFE INSURANCE COMPANY, a Connecticut
corporation ("Master Lessor"), as Landlord, and Sublessor, as Tenant, entered
into a lease (the "Master Lease") for certain premises (the "Master Premises")
consisting of approximately 29,840 rentable square feet located in the building
(the "Building") commonly known as 48634 Milmont Drive, Fremont, California
94538, as more particularly described in the Master Lease.

         B. Sublessor and Sublessee subsequently entered into a sublease dated
as of February 3, 1999, as amended by that certain First Amendment to Sublease
dated as of February 15, 2000 (collectively, the "Sublease"), whereby Sublessee
subleased from Sublessor the Master Premises.

         C. Sublessor and Sublessee desire to extend the Term of the Sublease
and reduce the size of the sublet premises.

                                    AGREEMENT

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, Sublessor
and Sublessee agree as follows:

         1. Definitions. Unless otherwise defined herein, any capitalized term
used herein shall have its respective meaning as set forth in the Sublease.

         2. Reduction of Premises. Subject to all the terms and conditions of
the Sublease, as modified by this Amendment, Sublessor and Sublessee hereby
agree that for the extension of the Term, the portion of the Master Premises
subleased by Sublessee shall be reduced from twenty nine thousand eight hundred
forty (29,840) rentable square feet to nineteen thousand two hundred fifty-five
(19,255) rentable square feet, as more particularly shown on Exhibit "A"
attached hereto (the "Premises").

         3. Term and Commencement Date.  The Term shall be extended for a period
of one (1) year commencing April 1, 2002 (the "Renewal Commencement Date") and
expiring March 31, 2003.


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         4.  Base Rent.  Beginning on the Renewal Commencement Date, monthly
Base Rent shall be Nineteen Thousand Nine Hundred Eighty and 50/100 Dollars
($19,980.50) to be paid in accordance with the terms of the Sublease.

         5.  Increase in Base Rent. Sublessor and Sublessee acknowledge and
agree that if the remaining portion of the Master Premises not being subleased
to Sublessee (the "Remainder Premises") is sublet by Sublessor to a sublessee or
the Master Lease with respect to the Remainder Premises is assigned to an
assignee at any time during the Term on the first month following the
commencement of such sublease or assignment, Sublessee shall pay as Base Rent an
additional One Thousand Two Hundred Dollars ($1,200.00) per month for a total
Base Rent of Twenty One Thousand One Hundred Eighty and 50/100 Dollars
($21,180.50) per month. Sublessor shall immediately provide Sublessee with
notice of such sublease or assignment and increase in Base Rent upon execution
of the sublease or assignment.

         6.  Security Deposit. The Security Deposit shall not be increased or
decreased as a result of this Amendment and Sublessor shall retain the existing
Security Deposit in the amount of Twenty Eight Thousand Seven Hundred Fifty Four
and 40/100 Dollars ($28,754.40).

         7.  Sublessee's Proportionate Share. Upon the Renewal Commencement Date
and throughout the Term hereof, Sublessee shall pay its proportionate share of
Additional Rent as required under the Master Lease. Sublessee's proportionate
share of Additional Rent shall be thirty three and sixty eight one-hundredths
percent (33.68%).

         8.  Payment of Utilities and Other Expenses. In addition to the
Additional Rent, Sublessee, at its sole cost and expense, shall pay all utility
costs and janitorial expenses to Sublessor for the entire Master Premises. If
the Remainder Premises is sublet or assigned during the Term, Sublessee shall be
required to pay only its share of such costs, which will be sixty four and one
half percent (64.5%).

         9.  Condition of Premises.  Sublessor and Sublessee acknowledge and
agree that Sublessee is currently occupying the Premises and, thus accepts the
Premises in "AS-IS" condition.

         10. Removal of Improvements from Remainder Premises. Sublessor and
Sublessee acknowledge that Sublessee has made certain alterations and
improvements (collectively, the "Improvements") to the Remainder Premises during
its occupancy thereof. Upon the expiration of the Term, Sublessee agrees to
surrender the Remainder Premises in the condition required pursuant to the
Sublease, including the removal of all Improvements made to the Remainder
Premises; provided, however, Sublessor may, at Sublessor's option, require
Sublessee to pay to Sublessor the estimated costs of removal in lieu of removing
the Improvements from the Remainder Premises. Notwithstanding the foregoing, at
the expiration of the Term, the Premises shall be surrendered in the condition
required pursuant to the Sublease.

         11. Sublessor's Right to Construct a Demising Wall. Sublessor and
Sublessee agree that if the Remainder Premises is sublet or the Master Lease
with respect to the Remainder


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Premises is assigned to an assignee at any time during the Term, Sublessor, at
Sublessor's sole cost and expense, shall have the right to construct a demising
wall and other improvements (collectively, the "Separation Improvements")
necessary to separate the Premises from the Remainder Premises. Sublessor shall
have right to enter onto the Premises at reasonable times in order to construct
the Separation Improvements, but shall do so in a manner, which does not
unreasonably interfere with Sublessee's use of the Premises.

         12. Integration of Amendment and Sublease.  This Amendment and the
Sublease shall be deemed to be one instrument for all purposes. In the event of
any conflict between the terms and provisions of this Amendment and the terms
and provisions of the Sublease, the terms and provisions of this Amendment shall
control and prevail.

         13. Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.

         14. Consent.  This Amendment shall not be effective until Master Lessor
has consented in writing hereto. If such consent is not obtained within fifteen
(15) days after the Renewal Commencement Date, then this Amendment shall be null
and void.

         15. Brokers. Sublessor and Sublessee each represents and warrants to
the other that neither it nor its officers or agents nor anyone acting on its
behalf has dealt with any real estate broker except CB Richard Ellis, Inc. (the
"Broker") in the negotiating or making of this Amendment, and each party agrees
to indemnify and hold harmless the other from any claim, costs and expenses,
including reasonable attorneys' fees, incurred by the indemnified party in
connection with any claim of any other broker to a commission or finder's fee in
connection with this Amendment based on alleged dealings with the indemnifying
party. Sublessor shall pay to Broker a commission equal to four percent (4%) of
the Base Rent for the Term to be paid in accordance with the terms and
conditions of a separate Broker's agreement entered into by Sublessor and the
Broker.

                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment the day and year first written above.

"SUBLESSOR"                                    "SUBLESSEE"

PREMISYS COMMUNICATIONS, INC., a               ACCRUE SOFTWARE, INC., a Delaware
Delaware corporation                           corporation

By:                                            By:
   --------------------------------               ------------------------------
Its:                                           Its:
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                              MASTER LESSOR CONSENT

         The undersigned, Master Lessor, hereby consents to the subletting of
the Expansion Space described herein on the terms and conditions contained in
the Sublease, as hereby amended. This consent shall apply only to the Sublease,
as hereby amended, and shall not be deemed to be a consent to any other
Sublease, nor shall this consent constitute a release of Sublessor of any of its
obligations as Tenant under the Master Lease.

MASTER LESSOR:

AETNA LIFE INSURANCE COMPANY,
a Connecticut corporation

By:
   -----------------------------------------
Its:
    ----------------------------------------



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