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                                                                     Exhibit 4.1


                             PEREGRINE SYSTEMS, INC.

                       DECLARATION OF REGISTRATION RIGHTS

         This Declaration of Registration Rights ("DECLARATION") is made as of
August 30, 2001, by Peregrine Systems, Inc., a Delaware corporation ("PARENT"),
for the benefit of shareholders of eRevenue, Inc., a Georgia corporation
("COMPANY"), acquiring shares of Parent Common Stock pursuant to and as a result
of that Agreement and Plan of Reorganization, dated as of August 15, 2001 (the
"ACQUISITION AGREEMENT"), by and among Parent, Company and Bridge Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of Parent.

         1.       DEFINITIONS. Any capitalized term not otherwise defined herein
shall have the meanings ascribed to such term in the Acquisition Agreement. As
used in this Declaration:

                  (a)      "HOLDER" means: (i) a shareholder of Company to whom
shares of Parent Common Stock are issued pursuant to the Acquisition Agreement;
(ii) a holder of Option Stock; or (iii) a transferee to whom registration rights
granted under this Declaration are assigned pursuant to Section 7(a) of this
Declaration. A Holder shall not include any holder of any warrant or other right
to acquire Company Common Stock which was not exercised on or before the
Effective Time.

                  (b)      "OPTION STOCK" shall mean all Parent Common Stock
issued upon the exercise of Company Options that were assumed by Parent pursuant
to the Acquisition Agreement, prior to 30 days after the Closing Date, the date
all such Company Options terminate.

                  (c)      The terms "REGISTER," "REGISTERED" and "REGISTRATION"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.

                  (d)      "REGISTRATION EXPENSES" shall mean all expenses
incurred in complying with Section 2 of this Agreement, including, without
limitation, all registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for Parent, blue sky fees and
expenses, and the expense of any special audits incident to or required by any
such registration; PROVIDED, HOWEVER, Registration Expenses shall not include
any selling commissions, transfer taxes or fees and disbursements of any
Holder's counsel (which expenses shall be borne by Holder and not Parent).

                  (e)      "REGISTRABLE SECURITIES" means for each Holder the
number of shares of Parent Common Stock (i) issued to such Holder pursuant to
the Acquisition Agreement or (ii) that has been issued to such Holder as Option
Stock (PROVIDED, HOWEVER, no Option Stock shall be deemed Registrable Securities
for purposes of this Declaration unless a Holder has exercised his or her
Company Option to purchase the maximum shares of Parent Common Stock purchasable
thereunder); PROVIDED, HOWEVER, that such shares of Parent Common Stock shall
cease to be Registrable Securities at such time as (i) they have been registered
for resale pursuant to a prospectus included in an effective Registration
Statement on Form S-3 and such securities shall have been disposed of in
accordance with such registration statement and with Section 2 hereof or (ii)
they are otherwise available for resale under Rule 144 of the Securities Act
within a single 90 day period.


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                  (f)      "SEC" means the United States Securities and Exchange
Commission.

                  (g)      "SECURITIES ACT" shall mean the United States
Securities Act of 1933, as amended.

         2.       HOLDER REGISTRATION.

                  (a)      Parent shall use its best efforts to cause the
Registrable Securities held by the Holders to be registered under the Securities
Act so as to permit the resale thereof, and in connection therewith shall
prepare and file with the SEC within 30 days following the Effective Time a
registration statement on Form S-3 covering the Registrable Securities (provided
that any Registrable Securities that constitute Option Stock as defined in
Section 1 shall not necessarily be included in the initial filing of the Form
S-3 registration statement (unless such Option Stock shall have been issued
sufficiently enough in advance of such filing to be included herein) but shall
instead be included in such registration by means of an amendment to the
registration or Form S-3 as soon as practicable after the issuance of such
Option Stock); PROVIDED, HOWEVER, if Parent shall furnish to the Holders a
certificate signed by the an executive officer of Parent stating that, in the
good faith judgment of the Board of Directors of Parent, it would be seriously
detrimental to Parent or its stockholders for registration statements to be
filed within such 30 day period, then, Parent's obligation to use its best
efforts to file a registration statement shall be deferred for a period not to
exceed 90 days from the Effective Time. The offerings made pursuant to such
registration shall not be underwritten.

                  (b)      Parent shall (i) prepare and file with the SEC the
registration statement in accordance with Section 2 hereof with respect to the
Registrable Securities and shall use its commercially reasonable best efforts to
cause such registration statement to become effective as promptly as practicable
after filing and to keep such registration statement effective until the sooner
to occur of (A) the date on which all Registrable Securities included within
such registration statement have been sold or (B) the expiration of 30 days
after the day on which such registration statement has been declared effective;
(ii) prepare and file with the SEC such amendments to such registration
statement and amendments or supplements to the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act with respect to the sale or other disposition of all securities registered
by such registration statement; (iii) furnish to each Holder such number of
copies of any prospectus (including any amended or supplemented prospectus) in
conformity with the requirements of the Securities Act, and such other
documents, as each Holder may reasonably request in order to effect the offering
and sale of the Registrable Securities to be offered and sold, but only while
Parent shall be required under the provisions hereof to cause the registration
statement to remain effective; (iv) use its best efforts to register or qualify
the Registrable Securities covered by such registration statement under the
securities or blue sky laws of such jurisdictions as each Holder shall
reasonably request (provided that Parent shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such jurisdiction where it has not
been qualified), and do any and all other acts or things which may be necessary
or advisable to enable each Holder to consummate the public sale or other
disposition of such Registrable Securities in such jurisdictions; and (v) notify
each Holder, promptly after it shall receive notice thereof, of the date and
time the


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 registration statement and each post-effective amendment thereto has
become effective or a supplement to any prospectus forming a part of such
registration statement has been filed.

         3.       SUSPENSION OF PROSPECTUS. Under any registration statement
filed pursuant to Section 2 hereof, Parent may restrict the disposition of the
Registrable Securities, and the Holders will not be able to dispose of such
Registrable Securities, if Parent shall have delivered a notice in writing to
the Holders stating that a delay in the disposition of such Registrable
Securities is necessary because Parent, in its reasonable judgment, has
determined that such sales would require public disclosure by Parent of material
nonpublic information that is not included in such registration statement. In
the event of the delivery of the notice described above by Parent, Parent shall
use its best efforts to amend such registration statement and/or amend or
supplement the related prospectus if necessary and to take all other actions
necessary to allow the proposed sale to take place as promptly as possible,
subject, however, to the right of Parent to delay further sales of Registrable
Securities until the conditions or circumstances referred to in the notice have
ceased to exist or have been disclosed. Such right to delay sales of Registrable
Securities shall not exceed 90 days. Any such delay shall result in a
corresponding extension of the period of time that Parent is required to
maintain the effectiveness of the registration statement under Section 2.

         4.       INDEMNIFICATION.

                  (a)      Parent will indemnify and hold harmless each Holder,
each of its officers and directors and partners and members, and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
with respect to which registration, qualification or compliance has been
effected pursuant to this Agreement against all expenses, claims, losses,
damages or liabilities (or actions in respect thereof), including any of the
foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, qualification or compliance, or based on any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, or any violation by Parent of any rule or
regulation promulgated under the Securities Act applicable to Parent or any
state securities law applicable to Parent in connection with any such
registration, qualification or compliance, and Parent will reimburse (on an as
incurred basis), each Holder, each of its officers and directors and partners
and members, and each person controlling such Holder, for any reasonable legal
and other expenses incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action; PROVIDED, HOWEVER,
that Parent will not be liable in any such case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based on any
untrue statement or omission or alleged untrue statement or omission, made in
reliance upon and in conformity with written information furnished to Parent by
a Holder; and PROVIDED, FURTHER, that Parent will not be liable to any such
person or entity with respect to any such untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus that is
corrected in the final prospectus filed with the SEC pursuant to Rule 424(b)
promulgated under the Securities Act (or any amendment or supplement to such
prospectus) if the person asserting any such loss, claim, damage or liability
purchased securities but was not sent or given a copy of the prospectus (as
amended or supplemented) at or prior to the written confirmation of the sale of
such securities to such person in


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any case where such delivery of the prospectus (as amended or supplemented) is
required by the Securities Act, unless such failure to deliver the prospectus
(as amended or supplemented) was a result of Parent's failure to provide such
prospectus (as amended or supplemented).

                  (b)      Each Holder participating in the registration
statement described in Section 2 shall indemnify Parent, each of its directors
and officers and each person who controls Parent within the meaning of Section
15 of the Securities Act against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, and will reimburse Parent and such
directors, officers and partners and members, persons, or control persons of
Parent for any reasonable legal or other expenses incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to Parent by
such Holder; PROVIDED, HOWEVER, that the liability of such Holder for
indemnification under this Section 4(b) shall not exceed the proceeds from the
offering received by such Holder, prior to deducting any commissions, transfer
taxes or other selling expenses incurred with respect to such sale.

                  (c)      Each party entitled to indemnification under this
Section 4 (the "INDEMNIFIED PARTY") shall give notice to the party required to
provide indemnification (the "INDEMNIFYING PARTY") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 4 unless the failure to
give such notice is materially prejudicial to an Indemnifying Party's ability to
defend such action. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Any Indemnified Party shall reasonably cooperate with the
Indemnifying Party in the defense of any claim or litigation brought against
such Indemnified Party.

                  (d)      If the indemnification provided for in this Section 4
is for any reason not available to an Indemnified Party with respect to any
loss, liability, claim, damage, or expense referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such loss, liability, claim, damage or expense in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage or


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expense as will as any other relevant equitable considerations. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or the alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The liability of Holder under
this Section 4(d) shall not exceed the proceeds from the offering received by
such Holder, prior to deduction of any commissions, transfer taxes or other
selling expenses incurred with respect to such sale.

         5.       EXPENSES. All Registration Expenses incurred in connection
with any registration pursuant to Section 2 shall be borne by Parent.

         6.       INFORMATION BY HOLDER. Each Holder shall furnish to Parent
such information regarding such Holder, the Registrable Securities held by it,
the manner in which such Holder holds any securities of Parent and the
distribution proposed by such Holder as Parent may request in writing and as
shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.

         7.       MISCELLANEOUS.

                  (a)      LIMITATION ON ASSIGNMENT OF REGISTRATION RIGHTS. The
rights to cause Parent to register Registrable Securities pursuant to this
Declaration may not be assigned by a Holder unless such a transfer is to
shareholders, partners or retired partners, or members or retired members of a
Holder (including spouses and ancestors, lineal descendants, and siblings of
such shareholders, partners, members or spouses who acquire Registrable
Securities by right, will or intestate succession). Prior to a permitted
transfer of registration rights under this Declaration, Holder must furnish
Parent with written notice of the name and address of such transferee and the
Registrable Securities with respect to which such registration rights are being
assigned and a copy of a duly executed written instrument in form reasonably
satisfactory to Parent by which such transferee assumes all of the obligations
and liabilities of its transferor hereunder and agrees itself to be bound
hereby. No transfer of registration rights under this Declaration shall be
permitted if immediately following such transfer the disposition of such
Registrable Securities by the transferee is not restricted under the Securities
Act.

                  (b)      THIRD PARTIES. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties to this
Agreement, and their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement PROVIDED, HOWEVER, it is intended that the
shareholders of Company shall be third party beneficiaries to this Declaration.

                  (c)      GOVERNING LAW. This Agreement shall be governed by
and construed under the laws of the State of Delaware without giving effect to
the conflicts of laws principles thereof.


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                  (d)      COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  (e)      SEVERABILITY. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, portions of such
provisions, or such provisions in their entirety, to the extent necessary, shall
be severed from this Agreement, and the balance of this Agreement shall be
enforceable in accordance with its terms.

                  (f)      AMENDMENT AND WAIVER. Holders of a majority of the
Registrable Securities from time to time outstanding may, with the consent of
Parent, amend the registration rights granted hereunder.

                                             PEREGRINE SYSTEMS, INC.


                                             /s/ Richard T. Nelson
                                             ----------------------------------
                                             Richard T. Nelson
                                             Senior Vice President


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