Exhibit 10.30  GUIDELINES  FOR  MANAGEMENT
INCENTIVE
COMPENSATION PROGRAM
MICP  Peregrine
Systems  
   Section I:Purpose  Peregrine is
committed to providing competitive cash compensation and benefit programs to
all levels of employees. For those in leadership positions, a performance-based
Management Incentive Compensation Program (MICP) is provided in addition to
competitive base salaries. Under the MICP, Peregrine pays an incentive
semi-annually based on the achievement of corporate and individual financial
objectives as well as non-financial objectives for some participants.
Objectives for the MICP at Peregrine include:  build a strong relationship
between leaders pay and company financial performance align leadership behavior and
results to goals that drive organization success attract, reward and retain
leadership talent, while discouraging a sense of entitlement offer upside reward potential
when Peregrines targeted results are exceeded inspire investor confidence by
ensuring that pay governance processes are measured, transparent and aligned
with Peregrine financial success  Section II:Eligibility  Full-time,
regular Peregrine employees who are at least at the director level, not
participating in other incentive compensation programs (i.e., quota-carrying
sales leaders), may be eligible to participate in the MICP. The definition of
full time regular does not include contract or temporary employees or those
on reduced workweek status, except where otherwise legally proscribed.  In determining whether a position is
eligible, criteria such as number of direct reports, scope of responsibilities,
reporting relationship, and ability to directly influence achievement of
corporate objectives will be reviewed. Recommendations for participation in the
MICP must be approved by the SVP HR and the CEO prior to making any commitment
to any individual.  Section III:Process  Corporate
business goals and financial objectives are defined by the CEO and approved by
the Compensation Committee of the Board of Directors for the entire fiscal year
and semi-annual periods, where appropriate. All MICP participants have a
portion of their individual incentive compensation target tied to overall
corporate financial results. Where participants also have non-financial
objectives those objectives should be aligned to support corporate business
goals. Peregrine financial goals are confidential and not to be discussed
outside the company.  The portion of
incentive compensation tied to financial targets varies by position within the
corporation. Revenue, earnings targets and relevant weighting between financial
and non-financial objectives are contained in Attachment A. Leaders in regions
outside the US or in revenue-generating functions (Customer Support and
Professional Services) may have a portion of their financial target tied to the
revenue and expense targets of their local or functional group.  Individual MICP
targets will be determined after considering relevant market data, internal
comparisons, and budgets. All total annual targets are reviewed annually and
changes are generally effective April 1. Recommendations to change a
participants total annual MICP target should be discussed with the SVP Human
Resources before submitting to the CEO for approval.  MICP Payment Schedule While
individual targets vary by position level and the weighting varies by role and
goal, the payout schedule is established at the beginning of the period for
corporate revenue and earnings and is included in Attachment B.  2 
   Initiating the MICP
Process At
the beginning of the period (April and October) corporate, regional and
functional revenue and earnings targets will be announced and assigned. Each
MICP participant shall complete the appropriate MICP form, incorporating
corporate revenue and earnings targets in the section labeled Financial. Where
additional financial targets are appropriate to the individuals position,
those targets should be added in the financial section and weighted such that
all objectives total 100%.  1)
Participants who have a portion of their MICP based on achievement of
non-financial objectives then specify those goals in the Non Financial section a. 
Allobjectives need to
have the following elements:  Specific Measurable Actionable Relevant Timebound  b. 
each objective must have a specific target or outcome associated with it c. 
well-formulated objectives should:  be supportive of overall company goals benefit the company and stakeholders include target dates for beginning and
completing be within the individuals ability
achieve/influence  Examples of objectives
statements To
decrease (action)time to process
(focus)license agreements by 20%
(quantity)by the end of the
first quarter (time) To
increase maintenance customer retention by 10% by June 30 Following
the product launch process, design and test (name
or number)features by (date)  2)review
and obtain approval from the next level leader and forward to functional SVP
for final approval 3)forward
approved MICP to assigned HR Generalist (your HR Generalist can also work with
you to help formulate measurable goals).  Reporting MICP Results
and Initiating Payment At
the end of the MICP period, each participant is responsible for summarizing in
specific, measured terms the completion status of each objective on the MICP
form. The financial results will be determined by the Corporate Finance group
and communicated to participants.  When
the MICP form is complete, the participant schedules a review meeting with
his/her next level leader to review and agree on the results attained. When
this review is complete, the form must be forwarded to the appropriate SVP for
final approval, and then forwarded to your HR Generalist.  Section IV:  Plan Administration  This
plan is not intended and shall not be construed to create or imply a guarantee
of employment for any specified period of time. Nothing in this Plan should
modify, limit or restrict the standard terms and conditions governing the
employment relationship between Peregrine and the Plan Participant.  The
administration of the Plan and the responsibility for carrying out and
interpreting its provisions shall be the responsibility of the Human Resources
management in conjunction with the CEO. In the case of disputes regarding  3 
   this
Plan or the interpretation of this Plan, the decisions of the Sr. Vice
President of Human Resources and CEO will be final.  Peregrine,
at its sole discretion, retains the right to amend the Plan in whole or in part
at any time. Amendments must be stated in writing and are binding. Normally,
amendments are intended to be prospective in nature, however, Peregrine
reserves the right to make retroactive changes.  The
following criteria will apply to participation and payments:  Eligible
employees hired or promoted within the first four months of the period will be
eligible for a pro-rated MICP payment, provided they submit approved MICP objectives within 30 days
of their hire date, or promotion.  Employees
must be actively employed by Peregrine at the end of the period for which a
particular payment applies.  Employees
who change roles within the period must revise non-financial objectives and
obtain appropriate approvals within 30 days of the change in position or
responsibilities.  During
an approved leave of absence of more than 30 days, the MICP may be prorated.  If
a participant dies or becomes totally disabled (as defined in the Companys
disability Plan), the Participant will be eligible to receive a pro-rated
payment for the non-financial portion based on the individuals accomplishment
as of the termination or disability date.  The
MICP targets and other MICP details for fiscal year 2004 are attached to these
Guidelines as Attachments A and B and incorporated by this reference.  Acknowledged
and agreed:   Signature:Printed
  Name:Employee
  Number:   Return
this page with original signature to Eric Bayona, Human Resources  4