Exhibit
10.45  MUTUAL RELEASE AGREEMENT  THIS MUTUAL RELEASE AGREEMENT (the Release
Agreement) is entered into effective this 7th day of August, 2003
(the Release Date), by and among
Peregrine Systems, Inc., a Delaware corporation and Debtor and Debtor In
Possession (PSI) under Case No. 02-12740 (JKF), jointly administered (the
Case) in the United States
Bankruptcy Court for the District of Delaware (the Bankruptcy Court) and Peregrine Remedy, Inc., a Delaware corporation and Debtor and Debtor In Possession
(Remedy) in the Case and those
PSI and Remedy subsidiaries and
other affiliates who are also signatories to this Release Agreement
(collectively, the Peregrine Parties
and individually, a Peregrine Party),
on the one hand, and Wells Fargo HSBC Trade Bank, N.A., a National Banking
Association (the Lender, and,
together with the Peregrine Parties, the Parties),
on the other hand, with respect to the following facts and circumstances:  A. Pursuant to that certain Order Pursuant to Section 1129 of the
Bankruptcy Code Confirming Debtors Fourth Amended Plan of Reorganization, as
Modified, Dated July 14, 2003, the Bankruptcy Court has approved and confirmed
the Fourth Amended Plan of Reorganization of Peregrine Systems, Inc. and
Peregrine Remedy, Inc. (as modified, the Plan).  B. Section V.B.2.b(4) of the Plan provides that the Parties shall
mutually execute and deliver a release agreement on the Effective Date (as
defined in the Plan).  C. The Parties are executing and delivering this Agreement in
satisfaction of the requirements of Section V.B.2.b (4).  D. Except for terms specifically defined herein, the capitalized terms
used herein shall have the same meanings as such terms have when utilized in
that certain Agreement Regarding Purchaser Bank Arrangements of even date
herewith, among the Peregrine Parties, Lender and others (as amended, modified
or supplemented from time to time, the Purchaser
Bank Agreement).  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which each of the Parties hereby agrees:  1. Peregrine Parties Release.  (a)           Peregrine and Remedy, for themselves and anyone claiming
by, through or under them, hereby release and absolutely discharge Lender and
each and all of its successors and assigns (collectively, the Debtor Lender Releasees) of and from any
and all rights, claims, demands, debts, fees, penalties, payments, liabilities,
accounts, reckonings, obligations, costs, expenses, liens, interests, security
interests, actions, and causes of action, of every kind and nature whatsoever,
whether known or unknown, matured or unmatured, absolute or contingent (the
foregoing are collectively referred to herein as Claims), which Peregrine and/or Remedy may now have, own, or
at any time heretofore have ever had, owned, or held against Lender
(hereinafter collectively referred to as the Debtor
Released Claims); provided, however, nothing herein shall be deemed
to release, discharge or affect any Excluded Claims (as hereinafter defined)
and the Debtor Released Claims shall not include any Excluded Claims.  (b)           The Peregrine Parties, for themselves and each and all of
their respective successors, assigns, affiliates, and anyone claiming by,
through or under them, hereby release and  1 
   absolutely discharge Lender and each and all
of its affiliates, successors, and assigns, and allpresent and former representatives, agents,
employees, attorneys, shareholders, partners, venturers, members, principals,
officers, and directors (collectively, the Lender
Releasees) of and from any and all Claims, which the Peregrine
Parties may now have, own, or at any time heretofore have ever had, owned, or held against the Lender Releasees,
or any of them, to the extent
that (and only to the extent) such Claims arise out of, under or in connection
with or relate to the Trade Bank Purchase Documents, the Forbearance Agreement,
or, in each case, the transactions contemplated thereby (hereinafter
collectively referred to as the Peregrine
Released Claims); provided, however, nothing herein shall be deemed
to release, discharge or affect
any Excluded Claims and the Peregrine Released Claims shall not include any
Excluded Claims.  (c)           As used in this Agreement, Excluded Claims means any Claims, to the extent (and only to
the extent) they:  (i)            (A) constitute claims owned or held
by Peregrine or Remedy against Lender or constitute Claims owned or held by
Lender against Peregrine or Remedy, (B) arise out of, under or in connection
with or relate to the Trade Bank Purchase Documents, or the transactions
contemplated thereby, and (C) constitute Claims to be performed, paidor observed solely after the Release Date (it
being expressly understood, that if any Claim is to be performed, paid or
observed multiple times (whether before or after the Release Date), that each
such performance, payment or observation shall for purposes hereof be deemed and considered a separate and
individual Claim); and/or  (ii)are liens, interests or
security interests arising under the Trade Bank Purchase Documents in the Trade
Bank Purchased Accounts; and/or  (iii)          arise out of or under the Purchaser Bank Agreement; and/or  (iv)          arise out of or under any agreement or
transaction between any one or more Peregrine Parties and any one or more other
persons or entities, with respect to which agreement or transaction (in whole
or in part) Lender has acquired, directly or indirectly, a security interest or
other interest from one or more of such other persons or entities and such
Claim arises out of the security interest or other interest acquired by Lender;
provided, however, that to the extent that any such security interest or other
interest is in a Past Due Purchase Obligation (as defined in the Forbearance
Agreement), such Claim shall be subject to the terms of the Releases (as
defined in Paragraph 3 below) and shall in no event be deemed an Excluded Claim
hereunder (subject to the immediately preceding proviso, but without otherwise
limiting the generality of the foregoing, this clause (iv) shall include as
Excluded Claims any Claims arising as a result of Lender acquiring a security
interest or other interest in any account, payment intangible or other payment
obligations owed by any Peregrine Party from the person or entity to which such
account, payment intangible or other payment obligations is owed); and/or  (v)           arise out of or under the agreements
or arrangements described on Exhibit A
attached hereto and incorporated herein by this reference.  2 
   2. Lenders Release.  (a)           The Lender, for itself and anyone claiming by, through or
under it, hereby releases and absolutely discharges Peregrine, Remedy and each
and all of their respective successors and assigns (collectively, the Debtor Releasees) of and from any and all
Claims which the Lender may now have, own, or at any time heretofore have ever
had, owned, or held against Peregrine and/or Remedy (hereinafter collectively
referred to as the Lender Released Debtor
Claims); provided, however, nothing herein shall be deemed to
release, discharge or affect any Excluded Claims and the Lender Released Debtor
Claims shall not include any Excluded Claims.  (b)           The Lender, for itself and anyone claiming by, through or
under it, hereby releases and absolutely discharges the Peregrine Parties and
each and all of their respective successors, and assigns, and all present and
former representatives, agents, employees, attorneys, shareholders, members,
principals, officers, and directors (collectively, the Peregrine Releasees) of and from any and
all Claims which the Lender may now have, own, or at any time heretofore have
ever had, owned, or held against the Peregrine Releasees, or any of them, to
the extent that (and only to such extent) such Claims arise out of, under or in
connection with or relate to the Trade Bank Purchase Documents, the Forbearance
Agreement, or, in each case, the transactions contemplated thereby (hereinafter
collectively referred to as the Lender
Released Claims); provided, however, nothing herein shall be deemed
to release, discharge or affect any Excluded Claims and the Lender Released
Claims shall not include any Excluded Claims.  3. Scope of Release.
The releases provided for in Paragraphs 1 and 2 of this Release Agreement
(collectively, the Releases)
shall be effective as full and final accords and satisfactions and general
releases of and from all Lender Released Claims, Lender Released Debtor Claims,
Debtor Released Claims and Peregrine Released Claims. In furtherance of this
intention, the Peregrine Parties and Lender each hereby acknowledge that that
they are fully familiar with Section 1542 of the California Civil Code, which
Section provides as follows:  A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with debtor.  The Peregrine Parties and Lender further each
hereby waive and relinquish any right or benefit which they have or may have
under Section 1542 of the California Civil Code or any similar provision of
statutory or non-statutory law of California or any other jurisdiction to the
fullest extent that the Parties may lawfully waive such rights and benefits
pertaining to the subject matter of the Releases. In that regard, the Parties
further acknowledge that they are aware that they or their attorneys may
hereafter discover Claims or facts in addition to or different from those which
they now know or believe to exist with respect to the subject matter of the
Releases, and that it is the Lenders and Peregrine Parties intention,
respectively, fully, finally, and forever to settle and release all of its possible
Claims (other than Excluded Claims) with respect to the matters which are the
subject matter of the Releases.  It is
expressly understood that notwithstanding the discovery or existence of any
such additional or different claims or facts, such Releases shall be and remain
in full force and effect as full and complete releases with respect to Debtor
Released Claims, Lender Released Claims, Lender Released Debtor Claims and
Peregrine Released Claims, as applicable. The Peregrine Parties and Lender each
further acknowledge that the other(s) has not made any representation of any
kind or character whatsoever in order to induce the execution of this
Agreement.  4. Applicable Law, Etc.
This Release Agreement shall be enforced, interpreted, and construed in accordance
with internal laws of the State of California, without regard to conflicts  3 
   of laws principles. Whenever the context of
this Release Agreement may so require, the singular shall include the plural,
the male gender shall include the female gender and/or the neuter and vice
versa.  5. Authority, No Prior
Transfer. The persons executing this Release Agreement on behalf
of a Party hereby represent and warrant that they are duly-authorized to
execute and deliver this Agreement on behalf of such Party, and that when so
executed and delivered, this Release Agreement will be binding upon and
enforceable against that Party. The Lender, as to the Lender Released Claims
and the Lender Released Debtor Claims, and the Peregrine Parties, as to the
Debtor Released Claims and the Peregrine Released Claims, each represent and
warrant to the other(s) that they have not heretofore transferred or assigned,
or granted to any third party any interest of any kind in or with respect to,
the Lender Released Claims, the Lender Released Debtor Claims, the Debtor
Released Claims, or the Peregrine Released Claims, as applicable, or purported
to take any of the foregoing actions.  6. Bankruptcy Court
Jurisdiction; Waiver of  Jury Trial.
Until substantial consummation (as defined in 11 U.S.C. sec. 1101(2)) of the
Plan, the Bankruptcy Court shall have exclusive jurisdiction to resolve and
determine all disputes and other matters arising in connection with the
interpretation or enforcement of this Release Agreement (collectively,
Disputed Matters) and each Party hereby expressly consents and submits to
such jurisdiction. Following such substantial consummation, jurisdiction shall
be non-exclusive and shall lie in such state or federal court(s) as may
properly assert jurisdiction over the Disputed Matter in question. In addition, each of the Parties hereby expressly and
irrevocably waives all right to trial by jury in any action, proceeding or
claim arising out of or relating to this Release Agreement.  7. Payment of Expenses.
In the event any action (whether or not in a court proceeding) shall be
required or initiated to interpret, implement, modify, or enforce the terms and
provisions of this Release Agreement, and/or to declare any Partys rights
hereunder, the prevailing party in such action shall be entitled to recover
from the losing party all of its reasonable fees and costs.  8. Complete Agreement of
Parties. This Release Agreement constitutes the entire agreement
among the Parties with respect to the subject matter hereof. Any supplements,
modifications, waivers or terminations of this Release Agreement shall not be
binding unless executed in writing by the parties to be bound thereby. No
waiver of any provision of this Release Agreement shall constitute a waiver of
any other provisions of this Release Agreement (whether similar or not), nor
shall such waiver constitute a continuing waiver unless otherwise expressly so
provided.  9. Execution In Counterparts.
This Release Agreement may be executed in any number of counterparts each of
which, when so executed and delivered, shall be deemed an original, and all of
which together shall constitute but one and the same agreement.  10. Consultation with Counsel.
Each Party acknowledges that it is freely and voluntarily entering into this
Release Agreement. Moreover, each Party also acknowledges that it has been
represented by counsel of its own choice in the preparation and negotiation of
this Release Agreement.  11. Benefited Parties.
Those parties comprising Debtor Lender Releasees, Lender Releasees, Debtor
Releasees and Peregrine Releasees who are not signatories to this Release
Agreement are intended third party beneficiaries of this Release Agreement and
the Releases provided for herein.  4 
   IN WITNESS WHEREOF, the Parties have executed this Release
Agreement as of this 7th day of August, 2003.  LENDER:WELLS FARGO HSBC TRADE
  BANK, N.A.
  a National Banking AssociationBy:
  /s/ ERNIE PINDERERNIE PINDERRELATIONSHIP
  MANAGER  5 
   PEREGRINE PARTIES:PEREGRINE
  SYSTEMS, INC.,a Delaware
  corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  CEO and
  PresidentPEREGRINE
  REMEDY, INC.,a Delaware
  corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  CEO and
  PresidentTELCO
  RESEARCH CORPORATION,a Tennessee corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  CEO and
  PresidentPEREGRINE
  DIAMOND, INC.,a Delaware corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  CEO and
  PresidentPEREGRINE
  CALIFORNIA PADRES, INC., aDelaware
  corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  CEO and
  PresidentPEREGRINE
  ONTARIO BLUE JAYS, INC.,a Delaware corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  CEO and
  President  6 
   BALLGAME
  ACQUISITION CORPORATION, aDelaware corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  President and
  CEOOCTOBER
  ACQUISITION CORPORATION, aDelaware corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  Director, CEO
  and PresidentPEREGRINE
  BODHA, INC.,a California corporationBy.
  /s/ Gary G.
  GreenfieldIts:
  CEO and
  PresidentPEREGRINE
  FEDERAL SYSTEMS, INC.,an Illinois
  corporationBy:
  /s/ Gary G.
  GreenfieldIts:
  CEO President
  and DirectorLORAN
  NETWORK SYSTEMS, LLC,
  a Delaware limited liability companyBy:
  /s/ Gary G.
  GreenfieldIts:
  DirectorPEREGRINE
  SYSTEMS OF CANADA. INC., acorporation organized under
  the laws of CanadaBy:
  /s/ Gary G.
  GreenfieldIts:
  Director and
  President  7 
   PEREGRINE
  NOVA SCOTIA COMPANY,a Nova Scotia unlimited
  liability company,By:
  /s/ Gary G.
  GreenfieldIts:
  Director and
  PresidentPEREGRINE
  SYSTEMS LTD.,a
  corporation organized under the laws of OntarioBy:
  /s/ Kathryn
  VizasIts:
  Director and
  SecretaryPEREGRINE
  OTTAWA NOVA SCOTIA COMPANY,a Nova Scotia unlimited
  liability companyBy:
  /s/ Gary G.
  GreenfieldIts:
  Director and
  PresidentPEREGRINE
  NETWORKS CANADA INC.,a corporation organized
  under the laws of CanadaBy:
  /s/ Gary G.
  GreenfieldIts:
  Director and
  PresidentLORAN
  INTERNATIONAL TECHNOLOGIES INC., a
  corporation organized under the laws of CanadaBy:
  /s/ Gary G. GreenfieldIts:
  Director and PresidentLORAN
  NETWORK SYSTEMS INC.,a corporation organized
  under the laws of CanadaBy:
  /s/ Gary G.
  GreenfieldIts:
  Director and
  President  8 
   REMEDY
  CANADA LTD.,a corporation organized
  under the laws of OntarioBy.
  /s/ Gary G.
  GreenfieldIts:
  Director and
  PresidentEXTRICITY
  (CANADA) CORP.,a Nova Scotia unlimited
  liability companyBy:
  /s/ Gary G.
  GreenfieldIts:
  Director and
  President  9