Exhibit 10.27  EXECUTIVE EMPLOYMENT AGREEMENT  This
Executive Employment Agreement (Agreement) is made effective as of January
20, 2004 (Effective Date), by and between Peregrine Systems, Inc., a Delaware
corporation (Company) and Beth Martinko (Executive).  The
parties agree as follows:  1.Employment.  Company hereby employs
Executive, and Executive hereby accepts such employment, upon the terms and
conditions set forth herein.  2.Duties.  2.1Position.  Executive is employed as Sr.
Vice President, Customer Support, and shall have the duties and
responsibilities assigned by Companys Chief Executive Officer as may be
reasonably assigned from time to time. Executive shall perform faithfully and
diligently all duties assigned to Executive. Company reserves the right to
modify Executives position and duties at any time in its sole and absolute
discretion.  2.2Best Efforts/Full-time. 
Executive will expend Executives best efforts on behalf of Company, and
will abide by all policies and decisions made by Company, as well as all
applicable federal, state and local laws, regulations or ordinances. Executive
will act in the best interest of Company at all times. Executive shall devote
Executives full business time and efforts to the performance of Executives
assigned duties for Company, unless Executive notifies the Chief Executive
Officer in advance of Executives intent to engage in other paid work and
receives the Chief Executive Officers express written consent to do so.  2.3Work Location. 
Executives principal place of work shall be located in San Diego,
California, or such other location as the parties may agree upon from time to
time.  3.At-Will Employment Relationship. 
Executives employment with Company is at- will and not for any
specified period and may be terminated at any time, with or without Cause, by
either Executive or Company, subject to section 7 below and its subparts. No
representative of Company, other than the Chief Executive Officer of the Board
of Directors, has the authority to alter the at-will employment relationship.
Any change to the at-will employment relationship must be by specific, written
agreement signed by Executive and Companys Chief Executive Officer. Nothing in
this Agreement is intended to or should be construed to contradict, modify or
alter this at-will relationship.  4.Compensation.  4.1Base Salary.  As compensation for
Executives performance of Executives duties hereunder, Company shall pay to
Executive an initial Base Salary of $230,000 per year, payable in accordance
with the normal payroll practices of Company, less required deductions for
state and federal withholding tax, social security and all other employment
taxes and payroll deductions.  
   4.2Incentive Compensation. 
Executive will be eligible to receive incentive compensation, the terms,
amount and payment of which shall be determined by Company in its sole and
absolute discretion.  4.3Performance and Salary Review. 
Company will periodically review Executives performance on no less than
an annual basis. Adjustments to salary or other compensation, if any, will be
made by the Company in its sole and absolute discretion.  5.Customary Fringe Benefits. 
Executive will be eligible for all customary and usual fringe benefits
generally available to executives of Company subject to the terms and
conditions of Companys benefit plan documents. Company reserves the right to
change or eliminate the fringe benefits on a prospective basis, at any time,
effective upon notice to Executive.  6.Business Expenses. 
Executive will be reimbursed for all reasonable, out-of- pocket business
expenses incurred in the performance of Executives duties on behalf of
Company. To obtain reimbursement, expenses must be submitted promptly with
appropriate supporting documentation in accordance with Companys policies.  7.Termination of Executives Employment.  7.1Termination for Cause by Company. 
Although Company anticipates a mutually rewarding employment
relationship with Executive, Company may terminate Executives employment
immediately at any time for Cause. For purposes of this Agreement, Cause is
defined as: (a) acts or omissions constituting gross negligence, recklessness
or willful misconduct on the part of Executive with respect to Executives
obligations or otherwise relating to the business of Company; (b) Executives
material breach of this Agreement or Companys Invention and Non-Disclosure and
Arbitration Agreement; (c) Executives conviction or entry of a plea of nolo
contendere for fraud, misappropriation or embezzlement, or any felony or crime
of moral turpitude or dishonesty; (d) Executives willful neglect of duties as
determined in the sole and exclusive discretion of the Board of Directors; (e)
Executives failure to perform the essential functions of Executives position,
with or without reasonable accommodation, due to a mental or physical
disability; (f) misconduct by Executive that materially jeopardizes the
Companys right or ability to operate its business; (g) Executives violation
of any of the Companys material policies or procedures, including without
limitation, Companys Equal Employment Opportunity and Anti-Harassment
policies; or (h) Executives death. In the event Executives employment is
terminated in accordance with this subsection 7.1, all other Company
obligations to Executive pursuant to this Agreement will become automatically
terminated and completely extinguished. Executive will not be entitled to
receive the Severance Payment described in subsection 7.1 below.  7.2Termination Without Cause by
Company/Severance.  Executives employment is at-will and
Company can terminate the employment relationship at any time without Cause. In
the event of such termination without cause, Executive will receive a
Severance Payment equivalent to one year of Executives Base Salary then in
effect on the date of termination, payable in accordance with Companys regular
payroll cycle, provided that  2 
   Executive: (a) complies with all surviving provisions of this Agreement
as specified in subsection 13:8 below; (b) executes a full general release
acceptable to Company, releasing all claims, known or unknown, that Executive
may have against Company arising out of or any way related to Executives
employment or termination of employment with Company; (c) agrees to provide
transition assistance to Company, without further compensation, for 3 months
following the termination of the employment relationship; and (d) agrees,
without further compensation, to provide information and assistance as may
reasonably be required in connection with litigation in which Company or
Executive is a party. In addition to the Severance Payment, Company shall pay
for Executives COBRA coverage during payout period of the Severance Payment.
All other Company obligations to Executive will be automatically terminated and
completely extinguished.  7.2.1  In the event Executives
employment is terminated without cause by the Company prior to March 1, 2005
and Executive is unable to terminate the lease entered into effective January
20, 2004 for temporary housing, Company will reimburse Executive for the
monthly rent of $1,600 and up to $200 in utilities through February 28, 2005.  7.2.2  Reasonable and necessary commuting expenses
incurred by Employee will be reimbursed by the Company and are taxable to the
Employee. Reimbursement for commuting expenses through December 31, 2004 will
be grossed up to cover all applicable federal, state and local withholding
taxes.  7.3Voluntary Resignation by Executive. 
Executive may voluntarily resign Executives position with Company, at
any time on sixty (60) days advance written notice. In the event of
Executives voluntary resignation, Executive will be entitled to receive the
Base Salary and employee benefits for the 60-day notice period. At the
conclusion of the 60-day period, all other Company obligations to Executive
pursuant to this Agreement will become automatically terminated and completely
extinguished. In addition, Executive will not be entitled to receive the
Severance Payment described in subsection 7.2 above. Company reserves the right
to relieve Executive of Executives duties during the 60-day notice period in
which case Executive will continue to receive salary and benefits as if
Executive were actively working.  8.No Other Agreements  8.1No Prior Agreements Relating to Terms of
Employment and Severance.  Executive and Company wish to replace and
invalidate any previously agreed upon terms of employment or severance obligations,
and set forth in this Agreement all of Companys obligations to Executive
concerning the terms of Executives employment and severance. By signing this
Agreement, Executive agrees that any prior letters, memoranda, emails, or any
other agreements, whether written or verbal, relating to the terms of
Executives employment and Executives severance are invalid and superseded by
this Agreement.  8.2Inapplicability to Option Grants. 
This Agreement does not incorporate, supersede, or in any way affect stock
option grants between Company and Executive, which are governed by separate
documents.  3 
   9.0No Conflict of Interest. 
During the term of Executives employment with Company and during any
period Executive is receiving payments from Company pursuant to this Agreement,
Executive must not engage in any work, paid or unpaid, that creates an actual
or potential conflict of interest with Company. Such work shall include, but is
not limited to, directly or indirectly competing with Company in any way, or
acting as an officer, director, employee, consultant, stockholder, volunteer,
lender, or agent of any business enterprise of the same nature as, or which is
in direct competition with, the business in which Company is now engaged or in
which Company becomes engaged during the term of Executives employment with
Company, as may be determined by the Board of Directors in its sole discretion.
If the Board of Directors believes such a conflict exists during the term of
this Agreement, the Board of Directors may ask Executive to choose to
discontinue the other work or resign employment with Company. If the Board of
Directors believes such a conflict exists during any period in which Executive
is receiving payments pursuant to this Agreement, the Board of Directors may
ask Executive to choose to discontinue the other work or forfeit the remaining
severance payments. In addition, Executive agrees not to refer any client or
potential client of Company to competitors of Company, without obtaining
Companys prior written consent, during the term of Executives employment and
during any period in which Executive is receiving payments from Company
pursuant to this Agreement  10.  Confidentiality and
Proprietary Rights.  Executive
agrees to read, sign and abide by Companys Invention and Non-Disclosure and
Arbitration Agreement, which is provided with this Agreement and incorporated
herein by reference. Executive further agrees that the terms of this Agreement
are confidential, and that such terms are not to be disclosed to anyone,
including other Company employees and Company executives, but excluding the
Companys Chief Executive Officer, the Companys Senior Vice President, Human
Resources, Chief Financial Officer, General Counsel, and any member of the
Companys Audit or Compensation Committees.  11.Nonsolicitation. Executive understands and agrees that
Companys employees and customers and any information regarding Company
employees and/or customers is confidential and constitutes trade secrets.  11.1Nonsolicitation of Customers or Prospects. 
Executive agrees that during the term of this Agreement and for a period
of one (1) year after the termination of this Agreement, Executive will not,
either directly or indirectly, separately or in association with others,
interfere with, impair, disrupt or damage Companys relationship with any of
its customers or customer prospects by soliciting or encouraging others to
solicit any of them for the purpose of diverting or taking away business from
Company.  11.2Nonsolicitation of Companys Employees. 
Executive agrees that during the term of this Agreement and for a period
of one (1) year after the termination of this Agreement, Executive will not,
either directly or indirectly, separately or in association with others,
interfere with, impair, disrupt or damage Companys business by soliciting,
encouraging or attempting to hire any of Companys employees or causing others
to solicit or encourage any of Companys employees to discontinue their
employment with Company.  4 
   12.Injunctive Relief. Executive acknowledges that Executives
breach of the covenants contained in sections 8-11 (collectively Covenants)
would cause irreparable injury to Company and agrees that in the event of any
such breach, Company shall be entitled to seek temporary, preliminary and
permanent injunctive relief without the necessity of proving actual damages or
posting any bond or other security.  13.General Provisions.  13.1Successors and Assigns.  The
rights and obligations of Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of Company.
Executive shall not be entitled to assign any of Executives rights or
obligations under this Agreement.  13.2Waiver.  Either partys failure to
enforce any provision of this Agreement shall not in any way be construed as a
waiver of any such provision, or prevent that party thereafter from enforcing
each and every other provision of this Agreement.  13.3Attorneys Fees. 
Each side will bear its own attorneys fees in any dispute unless a
statutory section at issue, if any, authorizes the award of attorneys fees to
the prevailing party.  13.4Severabilitv.  In
the event any provision of this Agreement is found to be unenforceable by an
arbitrator or court of competent jurisdiction, such provision shall be deemed
modified to the extent necessary to allow enforceability of the provision as so
limited, it being intended that the parties shall receive the benefit
contemplated herein to the fullest extent permitted by law. If a deemed
modification is not satisfactory in the judgment of such arbitrator or court,
the unenforceable provision shall be deemed deleted, and the validity and
enforceability of the remaining provisions shall not be affected thereby.  13.5Interpretation: Construction.  The
headings set forth in this Agreement are for convenience only and shall not be
used in interpreting this Agreement Executive acknowledges that Executive has
had an opportunity to review and revise the Agreement and have it reviewed by
legal counsel, if desired, and, therefore, the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the Interpretation of this Agreement.  13.6Governing Law.  This Agreement will be
governed by and construed in accordance with the laws of the United States and
the State of California. Each party consents to the jurisdiction and venue of
the state or federal courts in San Diego, California, if applicable, in any
action, suit, or proceeding arising out of or relating to this Agreement.  13.7Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be delivered as
follows with notice deemed given as indicated: (a) by personal delivery when
delivered personally; (b) by overnight courier upon written verification of
receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt
of electronic transmission; or (d) by certified or registered mail, return
receipt requested, upon verification of  5 
   receipt. Notice shall be sent to the addresses set forth below, or such
other address as either party may specify in writing.  13.8Survival.  Sections 9 (No Conflict of
Interest), 10 (Confidentiality and Proprietary Rights), 11
(Nonsolicitation), 12 (Injunctive Relief), 13 (General Provisions) and 14
(Entire Agreement) of this Agreement shall survive Executives employment by
Company.  14.Entire Agreement. 
This Agreement, including the Invention and Non-Disclosure and
Arbitration Agreement incorporated herein by reference constitutes the entire
agreement between the parties relating to this subject matter and supersedes
all prior or simultaneous representations, discussions, negotiations, and
agreements, whether written or oral. No oral waiver, amendment or modification
will be effective under any circumstances whatsoever.  THE PARTIES TO THIS AGREEMENT HAVE
READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION
CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE
DATES SHOWN BELOW.   BETH MARTINKODated:
  2/5/04
  
  /s/Beth Martinko3611 Valley Centre DriveSan Diego, CA 92130PEREGRINE SYSTEMS, INC.Dated:
  1/29/04By:
  /s/ John MutchJohn MutchChief Executive Officer
  3611 Valley Centre Drive
  San Diego, CA 92130  6