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                            PEREGRINE SYSTEMS, INC.

                      DECLARATION OF REGISTRATION RIGHTS


    This Declaration of Registration Rights ("Declaration") is made as of
September  19, 1997, by Peregrine Systems, Inc., a Delaware corporation
("Parent"), for the benefit of stockholders of United Software, Inc., a Delaware
corporation (the "Company"), acquiring shares of Parent Common Stock pursuant to
that Agreement and Plan of Reorganization dated effective as of August 29, 1997
(the "Reorganization Agreement"), among Parent, Company and French Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Parent
("Merger Sub"), and pursuant to the related Agreement of Merger (the "Agreement
of Merger") between the Company and Merger Sub and in consideration of such
stockholders' approving the Reorganization Agreement and the transactions
contemplated thereby.

    12.  DEFINITIONS.  As used in this Declaration:

         (a)  "Effective Time" means the time of acceptance by the Delaware
Secretary of State of the Agreement of Merger.

         (b)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (c)  "Form S-3" means such form under the Securities Act as is in
effect on the date hereof or any registration form under the Securities Act
subsequently adopted by the SEC which similarly permits inclusion or
incorporation of substantial information by reference to other documents filed
by Parent with the SEC.

         (d)  "Holder" means: (i) a stockholder of the Company to whom shares
of Common Stock of Parent are issued pursuant to the Reorganization Agreement
and the Agreement of Merger, or (ii) the Escrow Agent (as defined in the
Reorganization Agreement), or (iii) a transferee to whom registration rights
granted under this Declaration are assigned pursuant to Section 9 of this
Declaration.

         (e)  "Registrable Securities" means for each Holder the number of
shares of Parent Common Stock issued to such Holder pursuant to the
Reorganization Agreement, in each case rounded to the nearest integral amount,
and for all Holders the sum of the Registrable Securities held by them;
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 a Registration Statement on Form S-8/S-3
under the Securities Act or (ii) they are otherwise available for resale under
Rule 144 of the Securities Act.

         (f)  "Securities Act" means the Securities Act of 1933, as amended.

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

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    Terms not otherwise defined herein have the meanings given to them in the
Reorganization Agreement.

    13.  HOLDER REGISTRATION.  

         (a)  Parent shall use its best efforts to cause the Registrable
Securities held by each Holder to be registered under the Securities Act so as
to permit the sale thereof, and in connection therewith shall prepare and file
with the SEC within forty-five (45) days following the Effective Time a
registration statement in such form as is then available under the Securities
Act covering that number of Registrable Securities as may be requested in
writing by the Holders at the Effective Time and in accordance with
Section 4.4(b) of the Reorganization Agreement; PROVIDED, HOWEVER, that each
Holder shall provide all such information and materials and take all such action
as may be required in order to permit Parent to comply with all applicable
requirements of the Securities Act, the Exchange Act, and of the SEC, and to
obtain any desired acceleration of the effective date of such registration
statement, such provision of information and materials to be a condition
precedent to the obligations of Parent pursuant to this Declaration to register
the Registrable Securities held by each such Holder.  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 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 ninety (90) 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 preliminary prospectus and 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 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;


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    3.  UNDERWRITTEN SALE.

        (a)  On or before the 45th day after the Effective Time, Parent may
determine to provide for the firmly underwritten sale of Parent Common Stock for
its own account and/or the account of other stockholders, and in connection with
such determination, shall file on or before the 45th day after the Effective
Date with the SEC a registration statement to register such Common Stock (an
"Underwritten Sale").  In the event of such determination, Parent will promptly
give to each Holder written notice thereof, and will include in the Underwritten
Sale (and any related qualification under blue sky laws or  other related
compliance) all the Registrable Securities specified by the Holders in their
notice to Parent in accordance with Section 4.4(b) of the Reorganization
Agreement, subject, however, to the marketing limitation set forth in this
Section 3.  An Underwritten Sale, including the form of underwriting agreement
to be entered into by Parent, the underwriter(s) and any selling stockholders,
shall be on customary terms.  The underwriter(s) for an Underwritten Sale shall
be selected by Parent in its sole discretion.

        (b)  The right of any Holder to registration pursuant to this Section
3 shall be conditioned upon such Holder's participation in the Underwritten Sale
and the inclusion of Registrable Securities in the Underwritten Sale to the
extent provided herein.  All Holders shall (together with Parent and the other
holders distributing their securities through the Underwritten Sale) enter into
an underwriting agreement in customary form with the managing underwriter. 
Notwithstanding any other provision of this Section 3, if the managing
underwriter determines that marketing factors require a limitation of the number
of shares to be underwritten, the managing underwriter may limit the Registrable
Securities to be included in such registration to a minimum of 30% of the total
shares to be included in the Underwritten Sale, allocated among the Holders in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities requested to be included by such Holders in accordance with
Section 4.4(b) of the Reorganization Agreement.  To facilitate the allocation of
shares in accordance with the above provision, Parent or the underwriters may
round the number of shares allocated to any Holder to the nearest 100 shares. 
If any Holder disapproves of the terms of the Underwritten Sale, he or she may
elect to withdraw therefrom by written notice to Parent and the managing
underwriter.

        (c)  The completion by Parent of an Underwritten Sale in accordance
with the provisions of this Section 3 shall be in lieu of the registration
requirements under Section 2 above and shall relieve Parent of its obligation
under Section 2, provided that the registration statement for the Underwritten
Sale has been filed on or before the 45th day after the Effective Time and that
such Underwritten Sale has been completed on or before the 75th day after the
Effective Time.  In addition, any withdrawal from or failure to participate in
the Underwritten Sale by a Holder or Holders shall also relieve Parent of its
obligations under Section 2.  In the event of a determination by Parent to
proceed with an Underwritten Sale and such Underwritten Sale for any reason
shall not be completed on or before the 75th day after the Effective Time, the
obligations of Parent to the Holders under Section 2 above shall be unaffected,
with the exception that Parent shall have an additional ten days to complete the
preparation and filing of the registration statement required thereby.


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    4.  REGISTRATION ON FORM S-3.

        (a)  A Holder or Holders may request in writing that Parent file, at
any time after April 9, 1998 but before July 31, 1998, a registration statement
on Form S-3 (or any successor form to Form S-3) for a public offering of the
Registrable Securities, the reasonably anticipated aggregate price to the public
of which would exceed $3,000,000 (or any lesser amount if the aggregate number
of Registrable Securities to be included in such registration is not less than
200,000  shares).  Parent shall use its best efforts to cause such Registrable
Securities to be registered for the offering on such form.  Parent will
(i) promptly give written notice of the proposed registration to all other
Holders, and (ii) as soon as practicable, use its best efforts to effect such
registration as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities of any Holder or Holders joining in such request as are specified in
a written request received by Parent within fifteen (15) days after receipt of
such written notice from Parent.  The substantive provisions of Section 2(b)
shall be applicable to the registration initiated under this Section 4(a), with
the exception that Parent shall have no obligation to maintain the effectiveness
of such registration beyond the first anniversary of the Effective Time.

        (b)  Notwithstanding the foregoing, Parent shall not be obligated to
take any action pursuant to this Section 4: (i) in any particular jurisdiction
in which Parent would be required to execute a general consent to service of
process in effecting such registration, qualification or compliance unless
Parent is already subject to service in such jurisdiction and except as may be
required by the Securities Act; (ii) if Parent shall furnish to the Holders a
certificate signed by the President of Parent stating that, in the good faith
judgment of the Board of Directors, it would be seriously detrimental to Parent
or its stockholders for registration statements to be filed in the near future,
then Parent's obligation to use its best efforts to file a registration
statement shall be deferred for a single period not to exceed forty-five (45)
days from the receipt of the request to file such registration by a Holder or
Holders; or (iii) in the event that Parent notifies the Holders that it has
determined, in consultation with legal counsel, that restrictions on transfer
are no longer applicable under United States securities laws and such
Registrable Securities are then freely tradeable.

    5.  SUSPENSION OF PROSPECTUS.  Under any registration statement filed
pursuant to Section 2 or Section 4 hereof, Parent may restrict disposition of
Registrable Securities, and a Holder will not be able to dispose of such
Registrable Securities, if Parent shall have delivered a notice in writing to
such Holder 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 thirty (30) days, and may not be
exercised by Parent more 


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than once for each registration under Section 2 and Section 4.  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 and Section 4.

     6.  EXPENSES.  All of the out-of-pocket expenses incurred in connection
with any registration of Registrable Securities pursuant to this Declaration,
including, without limitation, all SEC, Nasdaq National Market and blue sky
registration and filing fees, printing expenses, transfer agents' and
registrars' fees, and the reasonable fees and disbursements of Parent's outside
counsel and independent accountants and a single counsel for all of the Holders,
shall be paid:  (i) in respect of a registration under Section 2, one-half by
Parent and one-half by the Holders in the proportion of the Registrable
Securities included in such registration; (ii) in respect of an Underwritten
Sale under Section 3, by Parent; and (iii) in respect of a registration under
Section 4, by the Holders in the proportion of the Registrable Securities
included in such registration.  Underwriting discounts and commissions shall be
paid by the Holders.

     7.  INDEMNIFICATION.  In the event of any offering registered pursuant to
this Declaration:

         (a)  Parent will indemnify each Holder, each of its officers,
directors and partners and such Holder's legal counsel and independent
accountants, 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 Declaration, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages and 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 are made, not misleading, or any
violation by Parent of any rule or regulation promulgated under the Securities
Act, or state securities laws, or common law, applicable to Parent in connection
with any such registration, qualification or compliance, and will reimburse each
such Holder, each of its officers, directors and partners and such Holder's
legal counsel and independent accountants, and each person controlling such
Holder, each such underwriter and each person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, provided 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 in any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with written information
furnished to Parent in an instrument duly executed by such Holder or underwriter
and stated to be specifically for use therein.

         (b)  Each Holder will, if Registrable Securities held by such Holder
are included in the securities as to which such registration, qualification or
compliance is being effected, indemnify 


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Parent, each of its directors and officers and its legal counsel and 
independent accountants, each underwriter, if any, of Parent's securities 
covered by such a registration statement, each person who controls Parent or 
such underwriter within the meaning of Section 15 of the Securities Act, and 
each other such Holder, each of its officers and directors and each person 
controlling such Holder 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 not misleading, and will 
reimburse Parent, such Holders, such directors, officers, legal counsel, 
independent accountants, underwriters or control persons for any legal or any 
other expenses reasonably 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 an instrument duly executed by such Holder and stated to be specifically 
for use therein; provided, however, that the obligations of such Holders 
hereunder shall be limited to an amount equal to the gross proceeds before 
expenses and commissions to each such Holder of Registrable Securities sold 
as contemplated herein.

         (c)  Each party entitled to indemnification under this Section 7 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has written notice 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 be unreasonably
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 Declaration, except to the extent, but only to the
extent, that the Indemnifying Party's ability to defend against such claim or
litigation is impaired as a result of such failure to give notice.  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 any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the Indemnified Party of a
release from all liability in respect to such claim or litigation.

         (d)  The obligations of Parent and each Holder under this Section 7
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Declaration and otherwise.

         (e)  Notwithstanding the foregoing, to the extent the provisions of
this Section 7 are inconsistent with or conflict with the terms of any
underwriting, indemnification, selling or similar agreement entered into by a
Holder in connection with the offer and sale of Registrable Securities 


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pursuant to a registration effected pursuant to this Declaration, the terms 
of such agreement shall govern and shall supersede the provisions of this 
Declaration.

     8.  REPORTS UNDER EXCHANGE ACT.  Parent agrees to:

         (a)  use its commercially reasonable efforts to file with the SEC in a
timely manner all reports and other documents required of Parent under the
Securities Act and the Exchange Act; and

         (b)  furnish to each Holder, forthwith upon request (i) a written
statement by Parent that it has complied with the reporting requirements of the
Securities Act and the Exchange Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (at any time after it so
qualifies), and (ii) a copy of the most recent annual or quarterly report of
Parent.

     9.  ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause Parent to
register Registrable Securities pursuant to this Declaration may be assigned by
a Holder to a transferee of Registrable Securities only if: (a) Parent is, prior
to such transfer, furnished 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; (b) immediately following such transfer the
disposition of such Registrable Securities by the transferee is restricted under
the Securities Act; and (c) such assignment includes all of the Registrable
Securities originally issued to the transferee, or such lesser amount if not
less than 10,000 shares of Registrable Securities; PROVIDED, HOWEVER, that such
10,000 share limitation shall not apply to transfers by a Holder to
shareholders, partners, retired partners of the Holder (including spouses and
ancestors, lineal descendants, and siblings of such partners or spouses who
acquire Registrable Securities by right, will, or intestate succession) if all
such transferees or assignees agree in writing to appoint a single
representative as their attorney-in-fact for the purpose of receiving any
notices and exercising their rights under this Declaration..

     10. ESCROW SHARES.  Shares of Parent Common Stock which are subject to the
Escrow in accordance with Article VIII of the Reorganization Agreement are
eligible for inclusion as registrable Securities hereunder, but only to the
extent that (i) the Holder agrees to remit all proceeds resulting from the sale
of such shares to the Escrow Agent as substitute collateral and (ii) the per
share amount of such proceeds is not less than the Parent Price Per Share.

     11. AMENDMENT OF REGISTRATION RIGHTS.  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.


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     12. THIRD PARTY BENEFICIARIES.  It is intended that the stockholders of
the Company shall be third party beneficiaries to this Declaration.


                             PEREGRINE SYSTEMS, INC.


                             By:  /s/ Alan H. Hunt
                                  -------------------------------------
                                  Alan H. Hunt
                                  President and Chief Executive Officer




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