Exhibit 10.8  FIRST AMENDMENT
TO AMENDED AND RESTATED
OFFICE LEASE AND SETTLEMENT AGREEMENT  This FIRST AMENDMENT TO AMENDED AND
RESTATED OFFICE LEASE AND SETTLEMENT AGREEMENT (First Amendment) is made and entered into as of the
        day of December 2003, by and
between KILROY REALTY, L.P., a Delaware limited partnership (Landlord), and PEREGRINE SYSTEMS, INC., a
Delaware corporation (Tenant).  R E C I T A L S:  A.Landlord and Tenant
entered into that certain Amended and Restated Office Lease and Settlement
Agreement dated for reference purposes as of April 1, 2003 (the Lease), whereby Landlord leased to Tenant
and Tenant leased from Landlord a total of 78,037 rentable (73,242 usable)
square feet of space consisting of approximately 27,689 rentable (24,338
usable) square feet of space located on the first (1st) floor,
approximately 24,375 rentable (23,653 usable) square feet of space located on
the second (2nd) floor, and approximately 25,973 rentable (25,251
usable) square feet of space located on the third (3rd) floor
(collectively, the Existing Premises)
of that certain office building located at 3611 Valley Centre Drive. San Diego,
California 92130 (the Building).  B.Tenant
desires to expand the Existing Premises to include* that certain space
consisting of approximately 26,413 rentable (25,655 usable) square feet of
space comprising the entire fourth (4th)floor of the Building (the Expansion Premises), an delineated on Exhibit Aattached hereto and
made & part hereof, and to make other modifications to the Lease^ and in
connection therewith, Landlord and Tenant desire to amend the Lease as
hereinafter provided.  A G R E E M E N T:  NOW, THEREFORE, in consideration of the
foregoing recitals and the mutual covenants contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:  1.Capitalized Terms.  All capitalized terms when used herein shall have the same
meaning as is given such terms in the Lease unless expressly superseded by the
terms of this First Amendment.  2.Modification of Premises.  Effective as of January 1, 2004 (the Expansion Commencement Date), Tenant shall
lease from Landlord and Landlord shall lease to Tenant the Expansion Premises.
Consequently, effective upon the Expansion Commencement Date, the Existing
Premises shall be increased to include the Expansion Premises.  Landlord and Tenant hereby acknowledge that
such addition of the Expansion Premises to the Existing Premises shall,
effective as of the Expansion Commencement Date, increase the size of the
Premises to approximately 104,450 rentable (98,897 usable) square feet. The
Existing Premises and the Expansion Premises may hereinafter collectively be
referred to as the Premises.  3.Lease Term.  3.1.Expansion Term.  The term of Tenants lease of the Expansion Premises (the Expansion Term) shall expire contentiously
with Tenants Lease of the Existing Premises on the Lease Expiration Date,
unless sooner terminated as provided in the Lease, as hereby amended.  3.2.Right of First Refusal.  Subject to the terms and conditions of Section 3.2.3,
below, Landlord hereby grants to the Tenant originally named in the Lease (the
Original Tenant), and any
Permitted Affiliate (but only to the extent such Permitted Affiliate has, in
Landlords reasonable determination, financial strength equal to or greater
than Original Tenant), an ongoing right of first refusal with respect to the
approximately 13,498 rentable square feet of space located on the fifth (5th)
floor of the Building commonly known as Suite 550  
   (the First Refusal Space),
which First Refusal Space is delineated on Exhibit
B attached hereto, and which First Refusal Space is currently
occupied in its entirety by Clifford Chance Limited Partnership (the (the Superior Right Holder). The right of first
refusal set forth in this Section 3.2 shall be subordinate to all rights
of the Superior Right Holder.  3.2.1Procedure far Lease.  3.2.1.1Procedure for Offer.  Landlord shall notify Tenant (the First Refusal Notice) from time-to-time
when and if Landlord receives a bona-fide third-party offer for all of the
First Refusal Space.  Pursuant to each
First Refusal Notice, Landlord shall offer to lease to Tenant the applicable
First Refusal Space, The First Refusal Notice shall describe the First Refusal
Space, and the lease term, rent and other fundamental economic terms and
conditions, Including the method of measurement of rentable and usable square
feet, upon which Landlord proposes to lease such First Refusal Space pursuant
to the bona-fide third-party offer.  
For purposes ofthis Section
3.2.1.1, a bona-fide third-party offer
shall mean a counter-offer received by Landlord to lease First Refusal Space
from a qualified third party which Landlord would otherwise be willing to
accept.   For purposes of example only,
the following would each constitute a bona-fide third-party offer:  (i)Landlord
receives arequest for proposal
from a qualified third party.  Landlord
responds to the request for proposal with a lease proposal and subsequently
receives a written bona-fide counter proposal from the qualified third party.  (ii)Landlord receives a written offer
to lease from a qualified third patty. 
Landlord responds to the offer with a written counter offer and
subsequently receives a bona-fide counter to Landlords counter offer from the
qualified third party.  3.2.1.2Procedure for
Acceptance.  If Tenant wishes
to exercise Tenants right of first refusal with respect to the First Refusal
Space described in the First Refusal Notice, then within five (5) business days
of delivery of the First Refusal Notice to Tenant, Tenant shall deliver notice
to Landlord of Tenants exercise of its right of first refusal with respect to
all of the First Refusal Space described in the First Refusal Notice at the
rent, for the term and upon the other fundamental economic terms and conditions
contained in such First Refusal Notice. 
If Tenant does not so notify Landlord within such five (5) day period of
Tenants exercise of its first refusal right, then Landlord shall be free to
negotiate and enter into a lease for the First Refusal Space to anyone whom it
desires on the net-effective economic terms and the fundamental non-economic
terms which are no more than five percent (5.0%) more beneficial to such party
than those set forth in the First Refusal Notice.  If Landlord does not execute a lease with a third party for all
or any portion of the First Refusal Space within one hundred eighty-five (185)
days following the delivery to Tenant of the First Offer Notice, then Tenant
shall again have a right of first refusal for the such First Refusal Space
pursuant to the provisions of this Section 3.2, which provisions shall
again become applicable in their entirety. To the extent Landlord enters into
any lease of First Refusal Space with any such third party in accordance with
the foregoing (Third Party Lease),
Tenants rights under this Section 3.2 shall be subordinate to the
rights of the tenant under the Third Party Lease with respect to the space
leased and encumbered pursuant to the provisions of the Third Party Lease, all
extensions and renewals thereof, all pure expansion options contained therein
which are stated as Landlord delivery obligations within a certain time frame
for a Certain amount of space, and all right of first offer expansions
contained therein.  3.2.2Amendment to Lease.  If Tenant timely exercises Tenants right of first refusal to
tease First Refusal Space as set forth herein, Landlord and Tenant shall within
thirty (30) days thereafter execute an amendment to this Lease (the First Refusal Space Amendment) for such
First Refusal Space pursuant to this Section 3.2.2.  Tenants lease of such First Refusal Space shall
be upon the express terms set forth in the First Refusal Notice, but otherwise
upon the Terms and conditions set forth in this Lease and this Section 3.2;
provided, however, Landlord shall make a determination as to whether, and if so
to what extent, Tenant must provide Landlord with financial security, such as a
letter of credit or guaranty, for Tenants rent obligations incurred in
connection with Tenants lease of such First Refusal Space.  Notwithstanding the foregoing, Landlord may,
at its sole option, require that a separate lease be executed by Landlord and
Tenant in connection with Tenants lease of the First Refusal Space, in  
   which
event such lease (the First Refusal Space
Lease) shall be on the same Terms and conditions as the initial Premises,
except as provided in this Section 3.2 and in this Lease, including, but
not limited to, Landlords right to make a determination as to whether, and if
so to what extent, Tenant must provide Landlord with financial security, such
as a letter of credit or guaranty, for Tenants rent obligations incurred in
connection with Tenant(1) s lease of such First Refusal Space.  Such determination shall be made by
reviewing the extent of financial security then generally being imposed in
comparable leases in the Comparable Buildings upon tenants of comparable
financial condition and credit history to the then existing financial condition
and credit history of Tenant (with appropriate adjustments to account for
differences in the then-existing financial condition of Tenant and such other
tenants). The First Refusal Space Lease, if applicable, shall be executed by
Landlord and Tenant within thirty (30) days following Tenants exercise of its
right to lease the First Refusal Space.  3.2.3Termination
of First Refusal Right. 
The rights contained in this Section 3.2.3 shall
be personal to the Original Tenant and its Permitted Affiliates (and not any
other assignee, sublessee or other transferee of the Original Tenants interest
in this Lease) if the Original Tenant and/or its Permitted Affiliate occupies
at least sixty percent (60%) of the then existing Premises.  The right to lease First Refusal Space as
provided in this Section 3.2 may not be exercised if, as of the date of
the attempted exercise of the expansion option by Tenant, or as of the
scheduled date of delivery of such First Refusal Space to Tenant, Tenant is in
default under this Lease (beyond any applicable notice and cure periods) or
Tenant has previously been in economic default under this Lease (beyond any
applicable notice and cure periods) more than once during the previous twelve
(12) month period.  4.Base Rent  4.1.Existing Premises.  Notwithstanding anything to the contrary in the Lease as hereby
amended, Tenant shall continue to pay Base Rent for the Existing Premises in
accordance with the terms of Article 3 of the Lease.  4.2.Expansion Premises.  Commencing on the Expansion Commencement Date and continuing
throughout the Expansion Term, Tenant shall pay to Landlord monthly
installments of Base Rent for the Expansion Premises as follows:  Period During
  Expansion Term
  
  Annual
  Base Rent
  
  Monthly Installment
  of Base Rent
  
  Approximate
  MonthlyRental Rate per
  Rentable Square FootExpansion
  Commencement Date through April 30, 2004*
  
  $
  499,205.76
  *
  $
  41,600.48
  *
  $
  3.1500May
  1, 2004 through June 3 0, 2004*
  
  $
  531,654.12
  *
  $
  44,304.51
  *
  $
  3.3547July
  1, 2004 through April 30, 2006
  
  $
  1,063,308.12
  
  $
  88,609.01
  
  $
  3.3547May
  1, 2006 through April 30, 2008
  
  $
  1,132,423.20
  
  $
  94,368.60
  
  $
  3,5728May
  1, 2008 through April 30, 2010
  
  $
  1,206,030.72
  
  $
  100,502.56
  
  $
  3.8050May
  1, 2010 through April 30, 2012
  
  $
  1,284,422.64
  
  $
  107,035.22
  
  $
  4.0524  
 *This
schedule of Base Rent takes into account the Rent Credit to which Tenant is
entitled with respect to the Expansion Premises pursuant to the express terms
and conditions of Section 4.3, below.  On or before the Expansion Commencement Date, Tenant shall pay to Landlord
the Base Rent payable for the Expansion Premises for the first full month of
the Expansion Term.  
   4.3.Abated Base Bent for the Expansion Promises.  Provided that the Original Tenant is not
then in default of the Lease (as hereby amended), and is in occupancy of the
entire Premises (as hereby expanded), then for the period beginning on the
Expansion Commencement Date and ending on June 30, 2004 (the Rent Abatement Period), Tenant shall only
be obligated to pay fifty percent (50%) of Base Rent otherwise attributable to
the Expansion Premises during such Rent Abatement Period (the Rent Credit).  Tenant acknowledges and agrees that the foregoing Rent Credit has
been granted to Tenant as additional consideration for entering into this First
Amendment and for agreeing to pay the Rent and performing the terms and
conditions otherwise required under the Lease (as hereby amended). If Tenant
shall be in default under the Lease (as hereby amended) and shall fail to cure
such default within any applicable notice and cure periods provided under the
Lease (as hereby amended), then Landlord may at its option elect by notice to
Tenant, and in addition to any other remedies Landlord may have under the Lease
(as hereby amended), one or both of the following remedies: (i) that Tenant
shall immediately become obligated to pay to Landlord all Base Rent abated
hereunder attributable to the Rent Abatement Period, with interest as provided
pursuant to the Lease from the date such Base Rent would have otherwise been due
but for the abatement provided herein, and/or (ii) that the unapplied portion
of the Rent Credit as of such default shall be converted to a credit to be
applicable to the end of the Expansion Term, and Tenant shall immediately be
obligated to begin paying Base Rent for the Expansion Premises in full.  5.Tenants Share of Building Direct Expenses.  5.1.Existing Premises.  Notwithstanding anything in the Lease, as hereby amended, to the
contrary, Tenant shall continue to pay Tenants Share of Direct Expenses in
Connection with the Existing Premises in accordance with the terms of the
Lease.  5.2.Expansion Premises.  Except as specifically set forth in this Section 5.2,
commencing on the Expansion Commencement Date, tenant shall pay Tenants Share
of Building Direct Expenses in connection with the Expansion Premises in
accordance with the terms of Article 4 of the Lease, provided that with
respect to the calculation of Tenants Share of Building Direct Expenses in
connection with the Expansion Premises, Tenants Share shall equal 20.37%.  6.Expansion Improvements.  Landlord and Tenant acknowledge that Tenant has been occupying
the Premises pursuant to the terms of the Lease, and therefore Tenant continues
to accept the Premises in its presently existing, as is condition. Landlord
shall not be obligated to provide or pay for any improvement work or services
related to the improvement of the Premises.  7.Broker. 
Landlord and Tenant hereby warrant to each other that they have had no
dealings with any real estate broker or agent in connection with the
negotiation of this First Amendment, and that they know of no real estate
broker or agent who is entitled to acommission
in connection with this First Amendment. Each party agrees to indemnify and
defend the other party against and hold the other party harmless from any and
all claims, demands, losses, liabilities, lawsuits, judgments and costs and
expenses (including, without limitation, reasonable attorneys fees) with
respect to any leasing commission or equivalent compensation alleged to be
owing on account of the indemnifying partys dealings with any real estate
broker or agent. The terms of this Section 7shall survive the expiration or earlier termination of this
First Amendment.  8.Parking. 
Effective as of the Expansion Commencement Date and continuing
throughout the Expansion Term, Tenant shall be entitled to use up to one
hundred fifteen (115) unreserved parking passes in connection with Tenants
lease of the Expansion Premises (the Expansion
Parking Passes).   Tenants
use of such Expansion Parking Passes shall be in accordance with the provisions
of Article 28 of the Lease.  9.Letter of Credit.  Landlord and Tenant acknowledge that, in accordance with Article
21 of the Lease, Tenant has previously delivered an L-C in the amount of
Two Million Three Hundred and No/100 Dollars ($2,300,000,00) (the Existing L-C) to Landlord as security for
the faithful performance by Tenant of the terms, covenants and conditions of
the Lease.  Concurrently with Tenants
execution of this First Amendment, Tenant shall replace the Existing L-C by
delivering to Landlord an unconditional, clean, irrevocable L-C in an amount
equal to Three Million Two Hundred Ninety-Eight Thousand Four Hundred Twelve
and No/100  
   10.No Further Modifications.  Except as set forth in this First Amendment,
all of the terms and provisions of the Lease shall apply with respect to the
Expansion Premises and shall remain unmodified and in full force and effect.  IN
WITNESS WHERROF, this First Amendment has been executed as of the day and year
first above written.  LANDLORD
  TENANTKILROY
  REALTY, L.P.,
  PEREGRINE
  SYSTEMS, INC.,a
  Delaware limited partnership
  a
  Delaware corporationBy:
  Kilroy Realty Corporation,a Maryland corporation
  By:
  /s/ Mary Lou O'KeefeGeneral Partner
  
  Its:
  SVP Human ResourcesDate:
  12-9-03By:Its:
  
  
  By:
  /s/ Ken SextonDate:
  
  
  
  Its:
  CFODate:
  12-9-03By:Its:Date: