Exhibit 2.11  Peregrine Systems, Inc.3611 Valley Centre Drive
San Diego, California 92130
Attention: General Counsel  July 30,
2002  MAXIMUS,
Inc.
11419 Sunset Hills Road
Reston, Virginia 20190  Ladies
and Gentlemen:  Reference is made to the Asset Purchase Agreement dated July 19,
2002, as amended by letter amendments dated July 25, 2002 and
July 29, 2002 (the Purchase
Agreement), by and between Peregrine Systems, Inc. (Peregrine)and MAXIMUS, Inc. (MAXIMUS).Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Purchase Agreement.  This is to confirm that Peregrine and MAXIMUS each agree as follows:  1.The Purchase Price contained in
Section 1.3 of the Purchase Agreement is hereby reduced from $7,666,319.00
to $7,454,741.35 to reflect collection by Peregrine since July 19, 2002 of
certain accounts receivable included in the Acquired Assets and listed on Schedule 1.4
of the Purchase Agreement.  2.Schedule 1.4 of the Purchase Agreement is hereby amended
by deleting from Section l.C of that schedule the accounts receivable
listed on Exhibit A attached hereto.  3.The wiring instructions contained in
Section 6.1 (a) of the Purchase Agreement are to be replaced in their
entirety with the following wiring instructions:  Credit:  Foothill
Capital Corporation Bank:The Chase Manhattan Bank
Funds Transfer Services4 New York Plaza, 15th Floor
New York, NY 10004
Attn:  Operations Manager ABA #:  021000021 Account #:  323-266193 Re:  Peregrine Systems Proceeds of Transportation
Sale Foothill Contact:  John Nocita, (310) 453-7414.  
   4.Section 6.1(a) of the Purchase Agreement
shall not be further amended without the prior written consent of Foothill
Capital Corporation.  5.Section 6.2(a) of the Purchase Agreement
is hereby amended to read as follows:  Officers Certificate. 
A certificate signed by the President or other authorized officer of
Seller to the effect that the conditions set forth in Section 5.1 have
been satisfied.  6.Except as expressly provided herein, the
remaining terms of the Purchase Agreement shall remain in full force and
effect.  Your signature below will confirm your agreement as to these matters.
Thank you for your attention.  Very
  truly yours,PEREGRINE
  SYSTEMS, INC.By:
  /s/ Gary GreenfieldName:
  GARY GREENFIELDTitle:
  CEOAcknowledged
  and Agreed:MAXIMUS,
  INC.By:James
  PaulitsPresident,
  Asset Solutions Division  2 
   4.Section 6.1(a) of the Purchase Agreement
shall not be further amended without the prior written consent of Foothill
Capital Corporation.  5.Section 6.2(a) of the Purchase Agreement
is hereby amended to read as follows:  Officers Certificate. 
A certificate signed by the President or other authorized officer of
Seller to the effect that the conditions set forth in Section 5.1 have
been satisfied.  6.Except as expressly provided herein, the
remaining terms of the Purchase Agreement shall remain in full force and
effect.  Your signature below will confirm your agreement as to these matters.
Thank you for your attention.  Very
  truly yours,PEREGRINE
  SYSTEMS, INC.By:Name:Title:Acknowledged
  and Agreed:MAXIMUS,
  INC.By:
  /s/James PaulitsJames
  PaulitsPresident,
  Asset Solutions Division  3