Exhibit 10.59

[Logo]

August 4, 2004

Mr. Russell
C. Clark
3251 Avenida La Cima
Carlsbad, CA 92009

Dear
Russ:

On
behalf of Peregrine Systems, Inc. ("Peregrine" or "PSI") we would like to offer you the position, effective August 23, 2004 (the "Commencement Date"), of Vice President,
Controller, and Chief Accounting Officer reporting to Ken Saunders, Executive Vice President, subject to the terms and conditions described below.

1.BASE SALARY.Your starting salary will be $9,375 per semi-monthly pay period effective with your
Commencement Date.

2.EMPLOYMENT TERM.The term of your employment under this letter agreement (the "Employment Term") will begin
on your Commencement Date and end when it is terminated in accordance with Section 6.

3.BONUS.(a)MICP.You will be eligible to
participate in Peregrine's Management Incentive Compensation Plan (MICP) with an annual target for fiscal year 2005 of $100,000. A copy of the summary plan description is attached; however, your MICP
for FY 2005 targets will be 50% for the
first half of fiscal 2005 prorated from your Commencement Date and 50% for the second half of fiscal 2005 (the period October 1, 2004 through March 31, 2005).



4.BENEFITS.You will be eligible to participate in PSI's employee benefit plans of general application,
including, without limitation, those plans covering medical, disability and life insurance in accordance with the rules established for individual participation in any such plan and under applicable
law. You will be eligible for vacation and sick leave ("PTO") in accordance with PSI polices in effect during the term of this letter agreement and will receive such other benefits as PSI generally
provides to its other employees of comparable position and experience.

5.STOCK OPTIONS.Subject to formal approval by the Compensation Committee of the Board of Directors, you will
be granted options to purchase up to 60,000 shares of PSI common stock, subject

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to
execution of this letter agreement and your executing a stock option agreement consistent with the terms and conditions of the 2003 Equity Incentive Plan (the "Plan"). The date of grant of the
options will be the Commencement Date or date of formal approval by the Compensation Committee, whichever is later (the "Grant Date"), and the exercise price per share of the options will be the fair
market value of PSI's common stock on the Grant Date as determined under the Plan. The options will vest 25% after the first 12 months, and in 36 equal monthly installments
thereafter.Notwithstanding any provisions of the 2003 Equity Incentive Plan or the stock option grant agreement evidencing the options to the contrary,
if a Change in Control or Fundamental Transaction (as defined in the Plan) occurs, then 100% of the portion of the options that are otherwise unvested as of the date of the Change of Control shall
become vested as of the date of the Change of Control.

6.TERMINATION.Your employment with PSI may be terminated by you or by PSI at any time for any reason as
follows:



For
purposes of this letter agreement, the term "Disability" shall mean a condition qualifying as a disability under PSI's disability insurance policy that renders you unable to perform
your job responsibilities for a period of 180 consecutive days or 180 days in the aggregate in any 12-month period.

For
purposes of this letter agreement, "Cause" means (i) gross negligence or willful misconduct in the performance of your duties to PSI (other than as a result of a Disability);
(ii) repeated and continued failure to perform your duties and responsibilities as a PSI employee (including but not limited to your compliance with any written policy of PSI) in good faith
after having a reasonable opportunity to cure such failure following written notice of such failure; (iii) commission of any act of fraud or violation of any federal or state securities laws or
any SEC rules and regulations with respect to PSI; or (iv) conviction of a felony or a crime involving moral turpitude if such felony or crime caused material harm to the business and affairs
of PSI in the reasonable determination of PSI's Board of Directors. No act or failure to act by you shall be considered "willful" if done or omitted by you in good faith with reasonable belief that
your action or omission was in the best interests of PSI.

For
purposes of this letter agreement, "Good Reason" shall mean (i) a significant reduction of your duties, title, position or responsibilities relative to your duties, title,
position or responsibilities in effect immediately prior to such reduction that is effected without your consent or agreement; (ii) a substantial reduction, without a reasonable business
reason, of the facilities or perquisites available to you immediately prior to such reduction if such reduction is effected without your consent or

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agreement;
(iii) a reduction by PSI of your base salary and target bonus as in effect immediately prior to such reduction if such reduction is effected without your consent or agreement (other
than any such reduction that is effected on substantially a company-wide basis in order to reduce PSI's operating expenses); or (iv) the relocation of your primary office at PSI to
a facility or location that is more than fifty (50) miles away from your primary office location immediately prior to such relocation, if such relocation is effected without your consent or
agreement.

7.SEPARATION BENEFITS.Upon termination of your employment with PSI for any reason, you will receive payment
for all salary and earned but unused PTO accrued to the date of your termination of employment. Your benefits will be continued under PSI's then existing benefit plans and policies for so long as
provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances, you will also be entitled to receive severance benefits as set forth below, but you
will not be entitled to any other compensation, award or damages with respect to your employment or termination.



PSI
may discontinue reimbursement of COBRA expenses if you obtain substantially equal coverage through another employer within 12 months following your termination.

For
purposes of this letter agreement, the term "COBRA" shall mean the provisions of Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code"), adopted as part
of the Consolidated Omnibus Budget Reconciliation Act, which allow former employees of an employer to continue to receive health and medical benefits, at their expense, for a specified time period.



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8.RELEASE.You agree that the severance payments you may be entitled to upon Termination without Cause or
Termination for Good Reason or the payments you may be entitled to upon a Change of Control will not apply unless you (i) have executed a general release (in a form customarily used by PSI) of
all known and unknown claims that you may then have against PSI and/or persons or entities affiliated with PSI, (ii) have agreed not to prosecute or bring any legal action or other proceeding
based upon any of such claims and (iii) have agreed to provide transition assistance to PSI (or the surviving corporation) as requested and without further compensation for 3 months
following the termination of employment.

9.CONFIDENTIALITY; NONSOLICITATION.In light of the fact that the confidential information that you have
acquired, and will acquire, is inextricably bound with your knowledge regarding the conduct of PSI's business activities, you agree that during the Employment Term, and for a period of one year
thereafter, you will not provide any services, whether as an officer, director, proprietor, employee, partner, consultant, advisor, agent, sales representative or otherwise, nor will you own
beneficially securities of any entity (except that, in the case of any entity whose equity securities are publicly-held, you may beneficially own up to 2% of the outstanding equity
securities of such entity or any mutual fund holding securities of such entity) that, directly, competes with any of PSI's "Business" activities through the date of your termination of employment.
PSI's Business is defined as service or asset management software solutions. You further agree that in light of the nature of PSI's business, and the life-cycle of product development, the
one-year period provided for above shall apply regardless of the nature or reason for your termination and that it is reasonable and necessary in order to protect the confidential,
proprietary and trade-secret information that you will acquire as a result of being the Vice President, Controller, and Chief Accounting Officer of PSI. Notwithstanding the foregoing, such
restrictions shall not preclude you from providing any services to a distinct business unit of an entity if such unit does not compete with PSI's business activities, regardless of whether any other
distinct business unit of such entity competes with PSI's business activities. You also, further and independently, agree that during your employment with PSI, and for a period of one (1) year
after termination of your employment with PSI, you will not for any reason, whether directly or indirectly: (a) solicit, recruit, take away or attempt to take away, any employee or consultant
of PSI or any of its affiliates, or induce (or attempt to induce) any employee or consultant of PSI or any of its affiliates to terminate his or its employment or services with PSI or any of PSI's
affiliates; or (b) use any confidential or proprietary information of PSI or any of its affiliates to, directly or indirectly, solicit any customer of PSI or any of its affiliates or induce any
customer of PSI or its affiliates to terminate its relationship with PSI or any PSI affiliate; provided, however, that this non-solicitation provision shall not prevent you from hiring any
employee or consultant of PSI or any of its affiliates that you can demonstrate either (i) approached you independently without any prior direct or indirect solicitation or encouragement by you
or on your part, or (ii) replied to a solicitation made to the general public without any direct or indirect solicitation or encouragement by you or on your part.

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10.WITHHOLDING TAXES.All compensation that is payable to you by PSI shall be subject to applicable withholding
taxes. The Compensation Committee, in its discretion, may either withhold such taxes from any amount payable to you or may require you to pay such amount by cash or certified cashiers' check.

11.GOVERNING LAW.This letter agreement will be governed by the internal laws of the State of California
without reference to its conflict of laws provisions.

12.ARBITRATION



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13.ENTIRE AGREEMENT.This letter agreement, your stock option agreement, your performance stock unit agreement
and your employee invention assignment and confidentiality agreement with PSI contain the entire agreement and understanding of the parties with respect to the subject matter hereof. Except as
provided in this letter agreement, no other agreements, representations or understandings (whether oral or written and whether expressed or implied) which are not expressly set forth in this letter
agreement have been made or entered into by either party with respect to the subject matter hereof.

14.SUCCESSORS AND ASSIGNS.This letter agreement will be binding upon you (and your successors, heirs and
assigns) and any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of PSI's business and/or assets. For
all purposes of this letter agreement, the term "PSI" shall include any successor to PSI's business and/or asserts which becomes bound by this letter agreement.

We
look forward to your continued contributions as part of the PSI team.

|                                                    |  |                  |  | Sincerely yours,                                    
|--------------------------------------------------- |  | ---------------- |  | ----------------------------------------------------
|                                                    |  |                  |  | Mary Lou O'Keefe
Sr. Vice President, Human Resources
|By signing this letter, I am agreeing to the above:
|Signature:                                          |  |                  |  | Date:                                               
|                                                    |  | Russell C. Clark |  |                                                     

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