Exhibit
9.1  EXECUTION COPY  VOTING AND DISTRIBUTION AGREEMENT  VOTING AND DISTRIBUTION AGREEMENT, dated as of
August 5, 2003 (this Agreement), among Peregrine Systems, Inc., a
Delaware corporation (Peregrine), Peregrine in its capacity as Stock
Disbursing Agent (Agent) under the Plan (as defined below) and the
Post-Emergence Equity Committee of Peregrine under the Plan (the Committee).  A.The United States Bankruptcy Court for the
District of Delaware has confirmed Peregrines Fourth Amended Plan of
Reorganization, as modified, dated July 14, 2003 (the Plan).
Capitalized terms used herein without definition have the respective meanings
ascribed to such terms in the Plan.  B.In accordance with the terms of the Plan,
5,550,000 shares of New PSI Common Stock (the Shares) have been issued
to and deposited with the Agent pending distribution in accordance with the
terms of the Plan.  C.The Plan specifies that pending distribution
of the Shares, the Committee shall exercise all voting rights with respect to
the Shares.  NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements
contained herein, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:  1.Fiduciary Capacity. Agent holds the Shares in a fiduciary
capacity and shall act in its fiduciary capacity with respect to the voting of
the Shares and the distribution of the Shares as the Stock Disbursing Agent, as
provided in this Agreement, and as otherwise required by the Plan or the Bankruptcy
Court.  2.Voting of Shares. For so long as Agent holds any of the
Shares (or any other voting securities issued to Agent in respect of the
Shares), Agent shall cause the Shares (and any other voting securities issued
to Agent in respect of the Shares) to be voted, whether at any meeting of the
stockholders of Peregrine or in any consent in lieu of such a meeting, in
accordance with written directions received from the Committee.  3.Irrevocable Proxy. Agent hereby irrevocably appoints the
Committee as its attorney and proxy pursuant to the provisions of
Section 212 of the General Corporation Law of the State of Delaware, with
full power of substitution, to vote and take other actions (by written consent
or otherwise) with respect to the Shares (and all other securities issued to
the Agent in respect of the Shares) which Agent is entitled to take at any
meeting of stockholders of Peregrine (whether annual or special and whether or
not an adjourned or postponed meeting) or in respect of any consent in lieu of
any such meeting or otherwise. This proxy and power of attorney is irrevocable
and coupled with an interest in favor of the Committee. Agent hereby revokes
all other proxies and powers of attorney with respect to the Shares (and all
other securities issued to the Agent in respect of the Shares) which it may
have heretofore appointed or granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Agent with respect thereto.  
   4.Notice of Meetings. For so long as Agent holds any Shares (or
any other securities issued in respect of the Shares), Peregrine and Agent
shall cause the Committee to receive copies of all notices of meetings of
stockholders or requests for consent in lieu of meeting, and any other
materials received by Agent as the registered holder of the Shares, as soon as
reasonably practicable and in no event later than the second business day
following receipt of such notice, request or other materials by the Agent.  5.No Disposition or Encumbrance of Shares. Agent hereby covenants and agrees that
except as contemplated by the Plan, the Agent shall not, and shall not offer or
agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of,
or create or permit to exist any security interest, lien, claim, pledge,
option, right of first refusal, agreement, limitation on the Agents voting
rights, charge or other encumbrance of any nature whatsoever with respect to
the Shares (or any other securities issued in respect of the Shares).  6.Distribution in Accordance with the Plan. Agent will distribute the Shares only in
accordance with the terms of the Plan.  7.Actions by the Committee. Any action which is required to be taken by
the Committee pursuant to this Agreement shall be taken by the vote of a
majority of the members of the Committee. Any written directions given by the
Committee in accordance with the terms hereof shall be executed by a majority
of the members of the Committee and the Agent is expressly entitled to rely on
such written directions.  8.Exculpation of Committee. The Committee shall not be liable for any
error in judgment or any action taken, suffered or omitted to be taken by it
hereunder, including without limitation, any vote in favor of or against, or
any abstention from voting on, any matter submitted to the stockholders of
Peregrine, except in the case of its gross negligence or willful misconduct.  9.Miscellaneous.  (a)Expenses. Except as otherwise provided in the Plan, all costs and expenses
incurred by any party in connection with the performance of this Agreement
shall be paid by Peregrine.  (b)Further Assurances. Each party will execute and deliver all
such further documents and instruments and take all such further action as may
be necessary in order to consummate the transactions contemplated hereby.  (c)Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any of the provisions of this Agreement were
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof (without establishing the
likelihood of irreparable injury or posting bond or other security) in addition
to any other remedy to which they may be entitled at law or in equity.  (d)Entire Agreement; Inconsistency with the Plan. This Agreement, together with the Plan,
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter  2 
   hereof.
In the event of any inconsistency between the Plan and any provision of this
Agreement, the applicable provisions of the Plan shall be controlling.  (e)Assignment. This Agreement shall not be assigned by operation of law or
otherwise.  (f)Obligations of Successors; Parties in
Interest. This Agreement
shall be binding upon, inure solely to the benefit of, and be enforceable by,
the successors and permitted assigns of the parties hereto. Nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any rights, benefits or remedies of any nature whatsoever under or by
reason of this Agreement.  (g)Amendment; Waiver. This Agreement may not be amended or
changed except by an instrument in writing signed by the parties hereto.  (h)Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.  (i)Notices. All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by cable, telecopy,
telegram or telex or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses (or at
such other address for a party as shall be specified in a notice given in
accordance with this Section 9(i)):  if to Peregrine:  Peregrine Systems, Inc. 3611 Valley Center Drive 5th Floor San Diego, CA 92130 Attention: General Counsel Telecopy: (858) 481-1751  with a copy to:  Pachulski, Stang, Ziehl, Young, Jones and Weintraub, P.C. 10100 Santa Monica Boulevard, Suite 1100 Los Angeles, CA 90067 Attention: Jonathan Kim, Esq. Telecopy: (310) 201-0760  if to Agent:  Peregrine Systems, Inc., as Stock Disbursing Agent 3611 Valley Center Drive 5th Floor San Diego, CA 92130 Attention: General Counsel  3 
   Telecopy: (858) 481-1751  with a copy to:  Pachulski, Stang, Ziehl, Young, Jones and Weintraub, P.C. 10100 Santa Monica Boulevard, Suite 1100 Los Angeles, CA 90067 Attention: Jonathan Kim, Esq. Telecopy: (310) 201-0760  if to the Committee:  Post-Emergence Equity Committee of Peregrine Systems, Inc. 1481 Sage Canyon Road St. Helena, California 94574 Attention: Mark Nelson Telecopy: (707) 963-8885  with a copy to:  Kronish, Lieb, Weiner & Hellman LLP 1114 Avenue of the Americas New York, New York 10036 Attention: Lawrence C. Gottlieb, Esq. Telecopy: (212) 479-6275  (j)Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.  (k)Bankruptcy Court Jurisdiction. The Bankruptcy Court shall retain original
and exclusive jurisdiction over the determination of all controversies and
disputes arising under or in connection with this Agreement.  (1)Headings. The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.  (m)Counterparts; Facsimile Signatures. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate  4 
   (1)Headings. The descriptive headings contained in this Agreement are included for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.  (m)Counterparts; Facsimile Signatures. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement. Signed
copies of this Agreement transmitted by facsimile will be accepted by the
parties, and the parties shall be entitled to rely on such copies as though
they bear original signatures.  (n)WAIVER OF JURY TRIAL. BACH PARTY HERETO WAIVES ANY RIGHT IT MIGHT
HAVE TO A JURY TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT.  IN WITNESS WHEREOF, each party has caused this Agreement to be executed
by its officers thereunto duly authorized as of the date first written above.  PEREGRINE
  SYSTEMS, INC.By:
  /s/ Gary G. GreenfieldName:Title:PEREGRINE
  SYSTEMS, INC., as StockDisbursing
  Agent under the PlanBy:
  /s/  Gary G. GreenfieldName:Title:POST-EMERGENCE
  EQUITY
  COMMITTEE OF PEREGRINE UNDER
  THE PLANBy:
  /s/ Mark IsraelName;
  Mark IsraelTitle:
  Post-Emergency Equity
  Committee Member  5