Exhibit
10.42  CONSENT
AND TERMINATION AGREEMENT  THIS CONSENT AND TERMINATION AGREEMENT (this Consent) is dated
as of August 7, 2003 and is made by and among Fleet Business Credit, LLC, a
Delaware limited liability company (Fleet), Wells Fargo HSBC Trade
Bank, N.A., a national banking association (the Trade Bank), Silicon
Valley Bank, a California state bank (SVB and together with Fleet and
Trade Bank, each a Purchaser and, collectively, the Purchasers),
and Fleet, as agent for the Purchasers (Purchaser Agent).  RECITALS  A.  Peregrine Systems, Inc., a Delaware corporation (Peregrine),
and certain subsidiaries of Peregrine are obligated to the Purchasers under the
Purchase Documents;  B. The Peregrine Parties have executed and delivered to the
Purchaser Agent the Purchaser Security Agreements to secure the payment,
performance and observance by the Peregrine Parties of the Purchase
Obligations;  C. In order to set forth their respective rights, interests and
obligations in and to the collateral security under the Purchaser Security
Agreements and in and to all other Collections, each Purchaser and Purchaser
Agent entered into that certain Interpurchaser Agreement, dated as of August
26, 2002, by and among the Purchasers and the Purchaser Agent (the Interpurchaser
Agreement);  D. 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); and  E. Contemporaneously herewith, the Purchasers, Purchaser Agent,
and the Peregrine Parties identified therein are entering into that certain
Agreement Regarding Purchaser Bank Arrangements, dated as of the date hereof
(the Purchaser Bank Agreement), in order to give effect to the Plan to
the extent it relates to the Purchasers and Purchaser Agent.  F. The Purchasers wish to consent to Purchaser Agent releasing the
liens held by Purchaser Agent taking such action as shall be necessary in order
to effect the Plan (including, without limitation, the release of the liens
held by Purchaser Agent (it being expressly understood that such lien release
shall not affect the interests of each Purchaser in and to its own Purchased
Accounts)), and the Purchasers and Purchaser Agent wish to terminate the
Interpurchaser Agreement, all on the terms and conditions set forth herein.  NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants contained herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:  
   1.             Definitions.
Capitalized terms used and not otherwise defined in this Agreement shall have
the meanings ascribed thereto in the Interpurchaser Agreement.  2.             Consent.
Notwithstanding anything to the contrary contained in the Interpurchaser
Agreement, each Purchaser hereby consents to: (a) Purchaser Agent entering into
the Purchaser Bank Agreement and performing its obligations thereunder, (b)
Purchaser Agent releasing any and all of the Liens granted to Purchaser Agent
pursuant to any Documents to the extent reasonably deemed necessary by
Purchaser Agent to comply with the Plan; (c) to the extent that the Mutual
Release Agreement, dated the date hereof (the Fleet Release), executed by
Fleet in favor of Peregrine, Remedy, and the other Peregrine Parties
identified therein releases any Claim (as defined in the Fleet Release) that
Fleet may have in its capacity as Purchaser Agent, the execution by Fleet of
the Fleet Release; and (d) Purchaser Agent taking such further action or
signing such additional agreements, instruments or documents as Purchaser Agent
may reasonably deem necessary in order to comply with the Plan.  3.             Termination
of  Interpurchase Agreement.
Effective on the Effective Date, and conditioned upon the termination of the
Forbearance Agreement pursuant to the terms of the Purchaser Bank Agreement,
without further documentation or action by any Purchaser or Purchaser Agent,
(a) the Interpurchaser Agreement shall cease to be of any further force or
effect whatsoever, other than those provisions thereof that expressly survive
the termination thereof, and (b) as among the Purchasers and the Purchaser
Agent, the other Forbearance Documents shall cease to be of any further force
or effect whatsoever; provided, however, that, to the extent that
any provision of the other Forbearance Document survives the termination
thereof, each Purchaser shall retain all of its rights and obligations as
against the Peregrine Parties and hereby is appointed Purchaser Agent solely
to the extent necessary to enforce such rights or perform such obligations, and
each Purchaser hereby accepts such appointment. Without limiting the generality
of the foregoing, each of the parties hereto acknowledge and agree that the
indemnification, reimbursement and other obligations of the Purchasers under paragraph
6(e) of the Interpurchaser Agreement shall survive the termination of the
Interpurchaser Agreement.  4.             Authority.
Each party hereto warrants that the person signing below is authorized to sign
this Agreement on its behalf and to bind it to the terms of this Agreement.  5.             Counterparts.
This Agreement may be executed in duplicate originals, each of which is equally
admissible in evidence. This Agreement may be executed in counterparts and the
signature pages may be combined to create a document binding on all of the
parties hereto. Facsimile signatures on this Agreement shall have the same
force and effect as original signatures.  6.             Attorney Fees;
Dispute Resolution. In the event of any dispute concerning the meaning or
interpretation of this Agreement that results in litigation, or in the event of
any litigation by a party to enforce the provisions hereof, the prevailing
party shall be entitled to recover from the non-prevailing party or parties its
reasonable attorneys fees and disbursements and any actual court costs
incurred. EACH PARTY HEREBY WAIVES ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND ACTION OR CAUSE OF ACTION ARISING UNDER
THIS AGREEMENT OR IN ANY WAY CONNECTION WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO IN  2 
   RESPECT OF
THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING.  7.             Headings.
All headings contained herein are for convenience purposes only and shall not
be considered when interpreting this Agreement.  8.             Governing Law.
This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of California, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of California
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of California.  [the
remainder of this page intentionally left blank]  3 
   IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Agreement as of the date first
written above.  PURCHASER AGENT:FLEET BUSINESS CREDIT,
  LLC,
  a Delaware limited liability companyBy
  /s/Mark HolmesName: Mark HolmesTitle: Senior Vice
  PresidentPURCHASERS:FLEET BUSINESS CREDIT,
  LLC,
  a Delaware limited liability companyBy
  /s/ Mark HolmesName: Mark HolmesTitle: Senior Vice
  PresidentSILICON VALLEY BANK,
  a California state bankBy
  /s/ Marla
  JohnsonName:
  Marla JohnsonTitle:
  Senior Vice
  PresidentWELLS FARGO HSBC TRADE
  BANK, N.A.,
  a National Banking AssociationBy
  /s/ [ILLEGIBLE]Name:
  [ILLEGIBLE]Title:
  RELATIONSHIP
  MANAGER  4