<PAGE>
                                       
                            PEREGRINE SYSTEMS, INC.

                                1994 STOCK PLAN

                              STOCK OPTION AGREEMENT

     Unless otherwise defined herein, the terms defined in the Plan shall 
have the same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address] 

     You have been granted an option to purchase Common Stock of the Company, 
subject to the terms and conditions of the Plan and this Option Agreement, as 
follows:

     Date of Grant:                       ------------------------------
     
     Vesting Commencement Date:           ------------------------------
     
     Exercise Price per Share:           $
                                          ------------------------------
     
     Total Number of Shares Granted: 
                                          ------------------------------
     
     Type of Option:                            Incentive Stock Option
                                           ----
                                               Nonstatutory Stock Option
                                           ---
     
     Term/Expiration Date:                 ------------------------------


VESTING SCHEDULE:  This Option may be exercised, in whole or in part, in 
accordance with the following schedule: 25% of the total number of Shares 
subject to the Option shall vest twelve months after the Vesting Commencement 
Date, and 6.25% of the total number of Shares subject to the Option shall 
vest each quarter thereafter.

TERMINATION PERIOD:  This Option may be exercised for 90 days after 
termination of Optionee's Continuous Status as an Employee or Consultant, or 
such longer period as may be applicable upon death or disability of Optionee 
as provided in the Plan, but in no event later than the Term/Expiration Date 
as provided above.

II.  AGREEMENT

     1.   GRANT OF OPTION.  Peregrine Systems, Inc., a Delaware corporation 
(the "Company"), hereby grants to the individual named in the Notice of Stock 
Option Grant (the "Notice of Grant"), hereafter the Optionee, an option (the 
"Option") to purchase the total number of shares of Common Stock (the 
"Shares") set forth in the Notice of Grant, at the 


                                                                  Page 1 of 4

<PAGE>

exercise price per share set forth in the Notice of Grant (the "Exercise 
Price") subject to the terms, definitions, and provisions of the 1994 Stock 
Option Plan (the "Plan") adopted by the Company, which is incorporated herein 
by reference. Unless otherwise defined herein, the terms defined in the Plan 
shall have the same defined meanings in this Option.

     If designated in the Notice of Grant as an Incentive Stock Option 
("ISO"), this Option is intended to qualify as an Incentive Stock Option as 
defined in Section 422 of the Code. However, if this Option is intended to be 
an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of 
Code Section 422(d), it shall be treated as a Nonstatutory Stock Option 
("NSO").

     2.   EXERCISE OF OPTION.  This Option shall be exercisable during its 
term in accordance with the Vesting Schedule set out in the Notice of Grant 
and with the provisions of Section 9 of the Plan.  This Option may not be 
exercised for a fraction of a share.

          This Option shall be exercisable by written notice (in the form 
attached as Exhibit A) which shall state the election to exercise the Option, 
the number of Shares in respect of which the Option is being exercised, and 
such other representations and agreements as to the holder's investment 
intent with respect to such shares of Common Stock as may be required by the 
Company pursuant to the provisions of the Plan. Such written notice shall be 
signed by the Optionee and shall be delivered in person or by certified mail 
to the Secretary of the Company. The written notice shall be accompanied by 
payment of the Exercise Price. This Option shall be deemed to be exercised 
upon receipt by the Company of such written notice accompanied by the 
Exercise Price.

          No Shares will be issued pursuant to the exercise of an Option 
unless such issuance and such exercise shall comply with Applicable Laws.  
Assuming such compliance, for income tax purposes the Shares shall be 
considered transferred to the Optionee on the date on which the Option is 
exercised with respect to such Shares.

     3.   METHOD OF PAYMENT.  Payment of the Exercise Price shall be by any 
of the following, or a combination thereof, at the election of the Optionee:

        (i)   cash; or 
     
        (ii)  check; or 
        
        (iii) surrender of other shares of Common Stock of the Company which 
(A) in the case of Shares acquired pursuant to the exercise of a Company 
option, have been owned by the Optionee for more than six (6) months on the 
date of surrender, and (B) have a Fair Market Value on the date of surrender 
equal to the Exercise Price of the Shares as to which the Option is being 
exercised; or 
        
        (iv)  consideration received by the Company under a cashless exercise 
program implemented by the Company in connection with the Plan.


                                                                  Page 2 of 4

<PAGE>

     4.   RESTRICTIONS ON EXERCISE.  This Option may not be exercised until 
such time as the Plan has been approved by the shareholders of the Company, 
or if the issuance of such Shares upon such exercise or the method of payment 
of consideration for such Shares would constitute a violation of Applicable 
Laws. As a condition to the exercise of this Option, the Company may require 
Optionee to make any representation and warranty to the Company as may be 
required by any applicable law or regulation.

     5.   NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred 
in any manner otherwise than by will or by the laws of descent or 
distribution and may be exercised during the lifetime of Optionee only by 
him.  The terms of this Option shall be binding upon the executors, 
administrators, heirs, successors, and assigns of the Optionee.

     6.   TERM OF OPTION.  This Option may be exercised only within the term 
set out in the Notice of Grant, and may be exercised during such term only in 
accordance with the Plan and the terms of this Option.

     7.   TAX CONSEQUENCES.  Set forth below is a brief summary as of the 
date of this Option of some of the federal and local tax consequences of 
exercise of this Option and disposition of the Shares.  THIS SUMMARY IS 
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO 
CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION 
OR DISPOSING OF THE SHARES.

        (i)  EXERCISE OF ISO.  If this Option qualifies as an ISO, there will 
be no regular federal income tax liability or local income tax liability upon 
the exercise of the Option, although the excess, if any, of the Fair Market 
Value of the Shares on the date of exercise over the Exercise Price will be 
treated as an adjustment to the alternative minimum tax for federal tax 
purposes and may subject the Optionee to the alternative minimum tax in the 
year of exercise.
        
        (ii)  EXERCISE OF NONSTATUTORY STOCK OPTION.  There may be a regular 
federal income tax liability and local income tax liability upon the exercise 
of a Nonstatutory Stock Option.  The Optionee will be treated as having 
received compensation income (taxable at ordinary income tax rates) equal to 
the excess, if any, of the Fair Market Value of the Shares on the date of 
exercise over the Exercise Price.  If Optionee is an Employee, the Company 
will be required to withhold from Optionee's compensation or collect from 
Optionee and pay to the applicable taxing authorities an amount equal to a 
percentage of this compensation income at the time of exercise.
        
        (iii)  DISPOSITION OF SHARES.  In the case of an NSO, if Shares are 
held for at least one year, any gain realized on disposition of the Shares 
will be treated as long-term capital gain for federal and local income tax 
purposes. In the case of an ISO, if Shares transferred pursuant to the Option 
are held for at least one year after exercise and are disposed of at least 
two years after the Date of Grant, any gain realized on disposition of the 
Shares will also be 


                                                                  Page 3 of 4

<PAGE>

treated as long-term capital gain for federal and local income tax purposes. 
If Shares purchased under an ISO are disposed of within such one-year period 
or within two years after the Date of Grant, any gain realized on such 
disposition will be treated as compensation income (taxable at ordinary 
income rates) to the extent of the difference between the Exercise Price and 
the lesser of (1) the Fair Market Value of the Shares on the date of 
exercise, or (2) the sale price of the Shares.
        
        (iv)  NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.  If the 
Option granted to Optionee herein is an ISO, and if Optionee sells or 
otherwise disposes of any of the Shares acquired pursuant to the ISO on or 
before the later of (1) the date two years after the Date of Grant, or (2) 
the date one year after the date of exercise, the Optionee shall immediately 
notify the Company in writing of such disposition. Optionee agrees that 
Optionee may be subject to income tax withholding by the Company on the 
compensation income recognized by the Optionee.
        
     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO 
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT 
THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED 
THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND 
AGREES THAT NOTHING IN THIS NOTICE, OR THE STOCK OPTION AGREEMENT, NOR IN THE 
COMPANY'S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL 
CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR 
CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S 
RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR 
CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

     Optionee acknowledges receipt of a copy of the Stock Option Agreement 
and Plan and represents that he or she is familiar with the terms and 
provisions thereof, and hereby accepts this Option subject to all of the 
terms and provisions thereof. Optionee has reviewed the Plan and this Option 
in their entirety, has had an opportunity to obtain the advice of counsel 
prior to executing this Option and fully understands all provisions of the 
Option. Optionee hereby agrees to accept as binding, conclusive and final all 
decisions or interpretations of the Administrator upon any questions arising 
under the Plan or this Option. Optionee further agrees to notify the Company 
upon any change in the residence address indicated below.

-------------------------------              PEREGRINE SYSTEMS, INC.
Print Name of Optionee                       a Delaware corporation

-------------------------------             ------------------------------
Signature of Optionee                        Alan H. Hunt, President/CEO


                                                                  Page 4 of 4

<PAGE>
                                   
                               EXHIBIT A

                             1994 STOCK PLAN 

                             EXERCISE NOTICE 

Peregrine Systems, Inc. 
12670 High Bluff Drive 
San Diego, CA 92130 
Attention: Secretary 

     1.   EXERCISE OF OPTION.  Effective as of today, __________, 19__, the 
undersigned ("Optionee") hereby elects to exercise Optionee's option to 
purchase ____________ shares of the Common Stock (the "Shares") of Peregrine 
Systems, Inc. (the "Company") under and pursuant to the 1994 Stock Option 
Plan (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option 
Agreement dated ___________, 19__ (the "Option Agreement"). 

     2.   REPRESENTATIONS OF OPTIONEE.  Optionee acknowledges that Optionee 
has received, read and understood the Plan and the Option Agreement and 
agrees to abide by and be bound by their terms and conditions. 

     3.   RIGHTS AS SHAREHOLDER.  Until issuance of the Shares (as evidenced 
by the appropriate entry on the books of the Company or of a duly authorized 
transfer agent of the Company), no right to vote or receive dividends or any 
other rights as a shareholder shall exist with respect to the Optioned Stock, 
notwithstanding the exercise of the Option.  The Company shall issue (or 
cause to be issued) the Shares promptly after the Option is exercised.  No 
adjustment will be made for a dividend or other right for which the record 
date is prior to the date of such issuance, except as provided in Section 11 
of the Plan. 

     4.   TAX CONSULTATION.  Optionee understands that Optionee may suffer 
adverse tax consequences as a result of Optionee's purchase or disposition of 
the Shares.  Optionee represents that Optionee has consulted with any tax 
consultants Optionee deems advisable in connection with the purchase or 
disposition of the Shares and that Optionee is not relying on the Company for 
any tax advice. 

     5.   SUCCESSORS AND ASSIGNS.  The Company may assign any of its rights 
under this Agreement to single or multiple assignees, and this Agreement 
shall inure to the benefit of the successors and assigns of the Company. 
Subject to the restrictions on transfer herein set forth, this Agreement 
shall be binding upon Optionee and his or her heirs, executors, 
administrators, successors and assigns. 

     6.   INTERPRETATION.  Any dispute regarding the interpretation of this 
Agreement shall be submitted by Optionee or by the Company forthwith to the 
Company's Board of Directors or the committee thereof that administers the 
Plan, which shall review such dispute at its next 


                                                                  Page 1 of 2

<PAGE>

regular meeting.  The resolution of such a dispute by the Board or committee 
shall be final and binding on the Company and on Optionee. 

     7.   GOVERNING LAW; SEVERABILITY.  This Agreement shall be governed by 
and construed in accordance with the laws of the State of California 
excluding that body of law pertaining to conflicts of law.  Should any 
provision of this Agreement be determined by a court of law to be illegal or 
unenforceable, the other provisions shall nevertheless remain effective and 
shall remain enforceable. 

     8.   FURTHER INSTRUMENTS.  The parties agree to execute such further 
instruments and to take such further action as may be reasonably necessary to 
carry out the purposes and intent of this Agreement. 

     9.   DELIVERY OF PAYMENT.  Optionee herewith delivers to the Company the 
full Exercise Price for the Shares. 

     10.  ENTIRE AGREEMENT.  The Plan and Notice of Grant/Option Agreement 
are incorporated herein by reference.  This Agreement, the Plan, and the 
Option Agreement constitute the entire agreement of the parties and supersede 
in their entirety all prior undertakings and agreements of the Company and 
Optionee with respect to the subject matter hereof, and is governed by 
California law except for that body of law pertaining to conflict of laws. 

Submitted by:                               Accepted by:

OPTIONEE:                                   PEREGRINE SYSTEMS, INC.

Name:__________________________              By:__________________________

Signature:_____________________              Title:_______________________

ADDRESS:                                     ADDRESS:

_______________________________              12670 High Bluff Drive
                                             San Diego, California 92130
_______________________________


                                                                  Page 2 of 2

<PAGE>
                                       
                             PEREGRINE SYSTEMS, INC.

                    1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES

                              STOCK OPTION AGREEMENT


     Unless otherwise defined herein, the terms defined in the 1995 Stock 
Option Plan for French Employees shall have the same defined meanings in this 
Option Agreement.

1.   NOTICE OF STOCK OPTION GRANT

Optionee's Name and Address:      ____________________________
                                  ____________________________
                                  ____________________________

     You have been granted an option to purchase Common Stock of the Company, 
subject to the terms and conditions of the Plan and this Stock Option 
Agreement, as follows:

     Date of Grant                       ________________________

     Vesting Commencement Date           ________________________

     Exercise Price per Share           $________________________

     Total Number of Shares Granted      ________________________

     Total Exercise Price               $________________________

     Term/Expiration Date:               ________________________

     VESTING SCHEDULE:

     This Option may be exercised, in whole or in part, in accordance with 
the following schedule:  25% of the Shares shall vest on the date twelve (12) 
months from the Vesting Commencement Date, and one forty-eighth (1/48) of the 
Shares shall vest each month thereafter.

     TERMINATION PERIOD:

     This Option may be exercised for thirty (30) days after termination of 
employment relationship, or such longer period as may be applicable upon 
death or Disability of Optionee as provided in the Plan.


                                                                  Page 1 of 3

<PAGE>
II.  AGREEMENT

     1.   GRANT OF OPTION.  The Board of the Company hereby grants to the 
Optionee named in the Notice of Grant attached as Part I of this Agreement 
(the "Optionee"), an option (the "Option") to purchase a number of Shares, as 
set forth in the Notice of Grant, at the exercise price per share set forth 
in the Notice of Grant (the "Exercise Price"), subject to the terms and 
conditions of the Plan, which is incorporated herein by reference.  Subject 
to Section 14(c) of the Plan, in the event of a conflict between the terms 
and conditions of the Plan and the terms and conditions of this Option 
Agreement, the terms and conditions of the Plan shall prevail.

     2.   EXERCISE OF OPTION.

          (a)  RIGHT TO EXERCISE.  This Option is exercisable during its term 
in accordance with the Vesting Schedule set out in the Notice of Grant and 
the applicable provisions of the Plan and this Option Agreement.  In the 
event of Optionee's death, Disability or other termination of Optionee's 
employment relationship, the exercisability of the Option is governed by the 
applicable provisions of the Plan and this Option Agreement.

          (b)  METHOD OF EXERCISE.  This Option is exercisable by delivery of 
an exercise notice to the Company, in the form attached as Exhibit A (the 
"Exercise Notice"), which shall state the election to exercise the Option, 
the number of Shares in respect of which the Option is being exercised (the 
"Exercised Shares"), by delivery of a subscription agreement to the 
Subsidiary, in the form attached as Exhibit B (the "Subscription Agreement") 
and such other representations and agreements as may be required by the 
Company or the Subsidiary pursuant to the provisions of the Plan.  Until the 
stock certificate evidencing such Shares is issued (as evidenced by the 
appropriate entry on the books of the Company or of a duly authorized 
transfer agent of the Company), no right to vote or receive dividends or any 
other rights as a shareholder shall exist with respect to the Optioned Stock, 
notwithstanding the exercise of the Option.  The Company shall issue to the 
Optionee (or cause to be issued) such stock certificate promptly after the 
Option is exercised.  No adjustment will be made for a dividend or other 
right for which the record date is prior to the date the stock certificate is 
issued, except as provided in Section 12 of the Plan.  The Exercise Notice 
and Subscription Agreement shall be signed by the Optionee and shall be 
delivered in person or by certified mail to the Secretary of the Subsidiary.  
The Exercise Notice and Subscription Agreement shall be accompanied by 
payment of the aggregate Exercise Price as to all Exercised Shares.  This 
Option shall be deemed to be exercised upon receipt by the Subsidiary of such 
fully executed Exercise Notice and Subscription Agreement accompanied by such 
aggregate Exercise Price.

          No Shares shall be issued pursuant to the exercise of this Option 
unless such issuance and exercise complies with all relevant provisions of 
law and the requirements of any stock exchange upon which the Shares are then 
listed.  Assuming such compliance, for income tax purposes the Exercised 
Shares shall be considered transferred to the Optionee on the date the Option 
is exercised with respect to such Exercised Shares.


                                                                  Page 2 of 3

<PAGE>

     3.   METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall 
be by any of the following, or a combination thereof, at the election of the 
Optionee:

          (a)  cash or check (denominated in U.S. Dollars);

          (b)  wire transfer (denominated (in U.S. Dollars);

          (c)  delivery of a properly executed exercise notice together with 
such other documentation as the Administrator and a broker, if applicable, 
shall require to effect an exercise of the Option and delivery to the Company 
of an amount of the sale or loan proceeds required to pay the exercise price.

     4.   NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred 
in any manner otherwise than by will or by the laws of descent or 
distribution and may be exercised during the lifetime of Optionee only by the 
Optionee.  The terms of the Plan and this Option Agreement shall be binding 
upon the executors, administrators, heirs, successors and assigns of the 
Optionee.

     5.   TERM OF OPTION.  This Option may be exercised only within the term 
set out in the Notice of Grant, and may be exercised during such term only in 
accordance with the Plan and the terms of this Option Agreement.

OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE 
COMPANY'S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL 
CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY 
THE COMPANY OR THE SUBSIDIARY.

     By your signature and the signature of the Company's representative 
below, you and the Company agree that this Option is granted under and 
governed by the terms and conditions of the Plan and this Option Agreement.  
Optionee has reviewed the Plan and this Option Agreement in their entirety, 
has had an opportunity to obtain the advice of counsel prior to executing 
this Option Agreement and fully understands all provisions of the Plan and 
Option Agreement. Optionee hereby agrees to accept as binding, conclusive and 
final all decisions or interpretations of the Administrator upon any 
questions relating to the Plan and Option Agreement.

OPTIONEE:                                   PEREGRINE SYSTEMS, INC.

_____________________________                By:________________________
Signature

_____________________________                Title:_____________________
Print Name



                                                                  Page 3 of 3

<PAGE>
                                       
                                   EXHIBIT A

                            PEREGRINE SYSTEMS, INC.

                   1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES

                                 EXERCISE NOTICE


Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, CA  92130

Attention:  Secretary


     1.   EXERCISE OF OPTION.  Effective as of today, ___________, 199__, the 
undersigned ("Optionee") hereby elects to purchase _________ shares (the 
"Shares") of the Common Stock of Peregrine Systems, Inc. (the "Company") 
under and pursuant to the 1995 Stock Option Plan for French Employees (the 
"Plan") and the Stock Option Agreement dated ___________ (the "Option 
Agreement").  The purchase price for the Shares shall be $__________, as 
required by the Option Agreement.

     2.   DELIVERY OF PAYMENT.  Optionee herewith delivers to the Company the 
full purchase price for the Shares.

     3.   REPRESENTATIONS OF OPTIONEE.  Optionee acknowledges that Optionee 
has received, read and understood the Plan and the Option Agreement and 
agrees to abide by and be bound by their terms and conditions. 

     4.   RIGHTS AS SHAREHOLDER.  Until the stock certificate evidencing such 
Shares is issued (as evidenced by the appropriate entry on the books of the 
Company or of a duly authorized transfer agent of the Company), no right to 
vote or receive dividends or any other rights as a shareholder shall exist 
with respect to the Optioned Stock, notwithstanding the exercise of the 
Option.

     5.   TAX CONSULTATION.  Optionee represents that Optionee has consulted 
with any tax consultants Optionee deems advisable in connection with the 
purchase or disposition of the Shares and that Optionee is not relying on the 
Company for any tax advice.


                                                                  Page 1 of 2

<PAGE>

     6.   ENTIRE AGREEMENT; GOVERNING LAW.  The Plan and Option Agreement are 
incorporated herein by reference.  This Agreement, the Plan and the Option 
Agreement constitute the entire agreement of the parties and supersede in 
their entirety all prior undertakings and agreements of the Company and 
Optionee with respect to the subject matter hereof, and such agreement is 
governed by the laws of California and the United States of America except 
for that body of laws pertaining to conflict of laws.

Submitted by:                               Accepted by:

OPTIONEE:                                   PEREGRINE SYSTEMS, INC.


_____________________________                By:___________________________
Signature

_____________________________                Title:________________________
Print Name

ADDRESS:                                     ADDRESS:
_____________________________                
                                             12670 High Bluff Drive
_____________________________                San Diego, California 92130


                                                                  Page 2 of 2

<PAGE>
                                       
                                   EXHIBIT B

                             PEREGRINE SYSTEMS, INC.

                    1995 STOCK OPTION PLAN FOR FRENCH EMPLOYEES

                              SUBSCRIPTION AGREEMENT


Peregrine Systems, Inc.
12670 High Bluff Drive
San Diego, CA  92130

Attention:  Secretary

     1.   AMOUNT AND TERMS OF THE SUBSCRIPTION

          In conformity with the Stock Option Plan reserved to the French 
employees (the "Plan"), Options to subscribe to Shares of Common Stock (the 
"Shares") of Peregrine Systems, Inc. (the "Company") were granted according 
to the Stock Option Agreement dated _________________ (the "Option 
Agreement").

          _______ Shares shall be issued to the benefit of the undersigned 
(the Subscriber") by an increase in capital in accordance with the applicable 
laws of the United States of America and the State of California.

          The increase in capital shall take place within the limits of the 
authorized capital of the Company.

          The Shares subscribed to may be paid up by:

          (a)  cash or check (denominated in U.S. Dollars);

          (b)  wire transfer (denominated in U.S. Dollars);

          (c)  delivery of a properly executed exercise notice together with 
such other documentation as the Administrator and a broker, if applicable, 
shall require to effect an exercise of the Option and delivery to the Company 
of an amount of the sale or loan proceeds required to pay the exercise 
price.


                                                                  Page 1 of 2

<PAGE>

      2.   TRANSFER OF THE FUNDS

          The funds coming from the subscription of Shares under the Plan 
shall be paid over to the Subsidiary by the participating Employees.  Full 
payment shall be deemed to be definitively made upon the date of receipt of 
the payment in the bank accounts in France of the Subsidiary.

     3.   SUBSCRIPTION AGREEMENT

          I, the undersigned, Last name   ____________________________
                              First name  ____________________________
                              Residence   ____________________________

          subscribe to ________ Shares.

     Supporting my subscription I shall pay the total amount of the Purchase 
Price of the Shares following one or more of the methods described in Section 
1 above.

The Subscriber                           PEREGRINE SYSTEMS, INC.


___________________________               By:_________________________
Signature

___________________________               Title:______________________
Print Name

Address:
___________________________

___________________________


                                                                  Page 2 of 2