Exhibit 2.16  ASSET PURCHASE AGREEMENT  BY AND
AMONG  PEREGRINE
SYSTEMS LTD.,  and  TSB
SOLUTIONS INC.  NOVEMBER 7,
2002  
   ASSET PURCHASE AGREEMENT  This
ASSET PURCHASE AGREEMENT (the Agreement) is made and entered into
effective as of November 7, 2002 by and between Peregrine Systems Ltd., a
corporation existing under the laws of Province of Ontario (PSL or Seller)
and TSB Solutions Inc., a corporation existing under the laws of Province of
Ontario (Buyer).  RECITALS  A.Seller wishes to sell certain assets used in
connection with Sellers Telco business products;  B.Buyer wishes to purchase from Seller, and
Seller wishes to sell to Buyer, concurrently herewith, all of Sellers interest
in the Acquired Assets (as defined herein) and Seller wishes to assign, and
Buyer wishes to assume, all Assumed Liabilities (as defined herein), all for
the Purchase Price (as defined herein) and subject to the terms and conditions
hereinafter set forth.  NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the parties, intending to
be legally bound hereby, agree as follows:  ARTICLE I SALE AND PURCHASE OF ASSETS  1.1Transferred Assets. Upon the terms and subject to the
conditions hereof, Seller hereby sells, transfers, conveys, assigns and
delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all
right, title and interest of Seller in and to the assets listed on Schedule
1.1 hereto (the Acquired Assets).  1.2Excluded Assets. Notwithstanding anything to the contrary in
this Agreement, any assets of Seller (and of all direct or indirect
subsidiaries of Seller) not set forth on Schedule 1.1 will be retained
by Seller (or the applicable subsidiary of Seller) and are excluded from the
Acquired Assets.  1.3Consideration. The purchase price for the Acquired Assets
shall be US$400,000 (the Purchase Price).  1.4Assumed Liabilities. Concurrently herewith, Seller hereby
assigns and transfers to Buyer, and Buyer assumes, and shall henceforth fully
perform and discharge, on a timely basis and in accordance with their
respective terms, the liabilities and obligations of Seller under each of the
agreements listed on Schedule 1.4(a) hereto (the Assumed Liabilities).
All Liabilities of the Seller or any of its affiliates not listed on Schedule
1.4(a) (the Excluded Liabilities) shall be the sole responsibility
of the Seller or its affiliates, as the case may be.  
   1.5Closing. Subject to the terms and conditions of this Agreement, the closing of
the purchase and sale of the Acquired Assets (the Closing) shall take
place at the offices of Heller Ehrman White and McAuliffe LLP, 4350 La Jolla
Village Drive, San Diego, CA 92122 or at such other location as Seller and
Buyer may agree, and on a date mutually agreed upon by Buyer and Seller within
five business days after all conditions precedent to Closing have been
satisfied or waived (the Closing Date).  1.6Further Assurances. Buyer and Seller will each use reasonable
efforts to obtain written consents to the transfer and assignment of the
Acquired Assets and Assumed Liabilities to Buyer, and, at Sellers option, the
novation of Seller, where the approval or other consent of any other person may
be required for these actions. Buyer shall cooperate with Seller (including,
where necessary, entering into appropriate instruments of assumption as shall
be agreed upon) to have Seller released from all liability to third parties
with respect to the Assumed Liabilities, and Buyer and Seller will each solicit
such releases concurrently in a manner acceptable to both Buyer and Seller,
with the solicitation of consents from third parties to the transfer, assignment
and novation of the Acquired Assets and the Assumed Liabilities; provided,
that, neither party shall be required to grant any additional consideration to
any third party in order to obtain any such consent, novation, assumption or
release.  1.7Lease Agreements.  (a)Schedule 1.1 contains a list of the real property lease
agreements desired by the parties to be for the benefit of Buyer after the
Closing Date (collectively, the Lease Agreements). The Seller and
Buyer shall use their commercially reasonable efforts to obtain all required
consents to assign the Lease Agreements to the Buyer (the Lease Consents),
and shall satisfy the lawful, commercially reasonable, requirements of the
lessor of such leased property as a condition to the granting of a Lease
Consent.  (b)In the event that any Lease Consent required
hereunder is not obtained on or before the Closing Date, then  (i)on the Closing Date the Buyer shall receive a
sublease of, or if a sublease is not permitted a license to use, the leased
property, on the same terms and conditions (including price) as in effect
immediately prior to the Closing Date, at the Buyers expense to the fullest
extent permitted by law and the Lease Agreement (other than as would cause a
Lease Agreement to terminate) which will continue until the earlier of (i) the
date such Lease Consent for such leased property is obtained, or (ii) the date
such Lease Consent is finally and unconditionally denied by the lessor; and  (ii)the Buyer shall reimburse or cause to be
reimbursed to the Seller as they become due any liability, rentals, operating
costs, fees, taxes, insurance, repairs, alterations, improvements, other
liabilities, costs and expenses (a) reasonably incurred by the Seller under or
in connection with the relevant Lease Agreement, and (b) that would otherwise
have been incurred by the Buyer had the leased property been assigned or
conveyed to the Buyer on the Closing Date.  2 
   (c)The Seller shall have no liability or other
obligation to the Buyer or any other person or entity for the inability to
obtain a Lease Consent.  1.8Post-Closing Transfers. Following the Closing, and for a period of
three (3) months thereafter, the parties shall cooperate with each other to identify
any assets that were not designated as part of the Acquired Assets at the
Closing, but which relate primarily to the acquired business and should have
been transferred to the Buyer (the Nontransferred Assets). To the
extent any Nontransferred Assets are identified and the Seller is legally and
contractually permitted to transfer such assets, the Seller shall, at no cost
to the Buyer, promptly take all actions to transfer such Nontransferred Assets
to the Buyer. In the event the Seller is required to obtain the consent or
approval of any person or entity prior to the transfer of any Nontransferred
Asset, then the Seller shall, at its own expense, use its commercially
reasonable efforts to promptly obtain such approval or consent, and upon
obtaining such approval or consent, shall promptly transfer such Nontransferred
Asset to the Buyer; provided, however, that in no event will Seller be required
to pay third parties to obtain consents. In the event the Seller is unable to
obtain such approval or consent, then the Seller and the Buyer shall discuss in
good faith an appropriate resolution for the disposition of such Nontransferred
Asset.  ARTICLE II REPRESENTATIONS AND WARRANTIES OF BUYER  Buyer
hereby represents and warrants to Seller as of the date of this Agreement and
as of the Closing Date as follows:  2.1Organization and Standing; Restated
Certificate and Bylaws.
Buyer is a corporation duly organized and validly existing under, and by virtue
of, the laws of Ontario and is in good standing under such laws. Buyer has the
requisite corporate power and authority to own and operate its properties and
assets and to carry on its business as presently conducted.  2.2Corporate Power and Authority. Buyer has all requisite legal and corporate
power and authority to execute and deliver this Agreement and to carry out and
perform its obligations under the terms of this Agreement. All corporate action
on the part of Buyer, its directors and its stockholders necessary for the
authorization, execution, delivery and performance by Buyer of this Agreement
has been taken. This Agreement, when executed and delivered by Buyer, shall
constitute a valid and binding obligation of Buyer, enforceable against Buyer
in accordance with its terms.  2.3No Conflicts. The execution, delivery, performance of and
compliance with this Agreement have not resulted and will not result in any
violation of, or conflict with, or constitute a default under, Buyers
Certificate of Incorporation or its Bylaws, any of Buyers material agreements
or any applicable statute, rule, regulation, order or restriction of any
federal or state governmental entity or agency thereof.  2.4Disclosure. The Seller has provided to Buyer or its counsel all information
necessary to respond to Buyers requests for information.  2.5Seller Representations and Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES MADE BY SELLER IN ARTICLE III, BUYER  3 
   ACKNOWLEDGES
THAT SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IT BEING SPECIFICALLY
UNDERSTOOD BY BUYER THAT, EXCEPT FOR THE EXPRESS WARRANTIES OF SELLER SET FORTH
IN ARTICLE III, THE ACQUIRED ASSETS AND ASSUMED LIABILITIES ARE BEING SOLD AND
TRANSFERRED AS IS IN ALL RESPECTS AND SELLER SPECIFICALLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OF BUYERS, WHETHER OR NOT SELLER HAS BEEN MADE AWARE OF ANY SUCH
PURPOSE.  ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER  Seller
hereby represent and warrant to Buyer, as of the date of this Agreement and as
of the Closing Date, subject to such exceptions as are specifically disclosed
in writing in the disclosure schedules dated as of an even date herewith
supplied by Seller to Buyer and referencing a specific representation supplied
by Seller to Buyer, which disclosure shall provide an exception to or otherwise
qualify the representations or warranties of Seller specifically referred to in
such disclosure and such other representations and warranties to the extent
such disclosure shall reasonably appear to be applicable to such other
representations or warranties, as follows:  3.1Organization of Seller. Seller is a corporation duly organized and
validly existing under the laws of the Province of Ontario, Canada and is in
good standing under such laws. Seller has the corporate power to own, lease and
operate its assets and property and to carry on its business as is now being
conducted.  3.2Corporate Power and Authority. Seller has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Seller and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Seller. This
Agreement has been duly executed and delivered by Seller and constitutes the
valid and binding obligation of Seller enforceable against Seller in accordance
with its terms, subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors
rights generally and subject, as to enforceability, to the effect of general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).  3.3No Conflict. The execution and delivery of this Agreement by Seller does not, and
the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation of, or default under (with or without notice
or lapse of time, or both), or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of any benefit under (a)
any provision of the charter documents of Seller or (b) any material mortgage,
indenture, lease, contract or other agreement or instrument, permit,
concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to the Seller which would result in a
material adverse affect on the ability of Seller to consummate the transactions
contemplated under this Agreement.  4 
   3.4Intangible Property. Schedule 1.1 sets forth all of the software,
patents, trademarks, service marks and trade names (collectively, the Proprietary
Rights) that are included in the Acquired Assets. To the Sellers
Knowledge Regarding Intangible Property (as defined below), Seller owns all
Proprietary Rights that are included in the Acquired Assets. To the Sellers
Knowledge Regarding Intangible Property, Seller has not received any notices of
infringement by Seller of any Proprietary Rights of others. To the Sellers
Knowledge Regarding Intangible Property, none of the present activities of
Seller related to the Acquired Assets, nor the Acquired Assets, infringe on any
Proprietary Rights of others; and Seller is not aware of any infringement or
violation by others of the Proprietary Rights that are included in the Acquired
Assets. For the purposes of this Section 3.5, Sellers Knowledge Regarding
Intangible Property means the actual present knowledge of Luke Pistorius.  ARTICLE IV ADDITIONAL AGREEMENTS  4.1Legal Requirements; Reasonable Actions. Each party will take all reasonable actions
necessary to comply promptly with all legal requirements which may be imposed
on such party with respect to this Agreement and the transactions contemplated
hereby and will promptly cooperate with and furnish information to any other
party hereto in connection with any such reasonable requirements imposed upon
such other party in connection herewith. Each party will take all reasonable
actions to obtain (and will cooperate with the other parties in obtaining) any
consent, authorization, order or approval of, or any registration, declaration
or filing with, or an exemption by, any governmental entity or other third
party, required to be obtained or made by such party or its subsidiaries in
connection with this Agreement and consummating the transactions contemplated
hereby, or the taking of any action contemplated thereby or by this Agreement.
Each party hereto, at the request of another party hereto, shall execute and
deliver such other instruments and do and perform such other acts and things as
may be reasonably necessary or desirable for effecting completely the
consummation of the transactions contemplated by this Agreement.  4.2Bulk Sales Act (Ontario). Notwithstanding anything to the contrary
contained in this Agreement, the Buyer hereby waives compliance by the Seller
with the provisions of the Bulk Sales Act (Ontario) and any other similar
legislation applicable to the Acquired Assets.  4.3Rights to Peregrine Trademarks. As promptly as practicable, but in no event
later than 30 days after the date of this Agreement, Buyer shall cease all use
of Sellers trademarks (which for purposes of this Section 4.2 shall include
any trademarks of Sellers direct or indirect parent companies or
subsidiaries), including any use of Sellers trademarks contained in or
embodied in the Acquired Assets (including in any source code, product
documentation, labels, proprietary notices and marketing material).  4.4Employee Matters.  (a)Schedule 4.4(a) contains a list of all employees employed by
Seller as of the date hereof in connection with the Acquired Assets (the Designated
Employees). Buyer shall, upon execution of this Agreement, make offers of
employment to each of the Designated Employees, such offers of employment to be
upon substantially the same terms and conditions  5 
   as to position,
compensation, benefits and perquisites as each such Designated Employee enjoyed
immediately prior to the date of this Agreement.  (b)Seller shall be responsible for the payment of all employment
compensation earned by the Designated Employees to the Closing Date, including,
without limitation, salary and bonus, the provision of all benefits to which
the Designated Employees are entitled to the date of this Agreement, and the
payment of all sums required by statute to be remitted on behalf of the
Designated Employees to the Closing Date. Buyer shall be responsible for the
payment of all employment compensation accruing and owing to the Designated
Employee from the Closing Date and the provision of all benefits to which the
Designated Employees are entitled on and after the Closing Date pursuant to
their employment with Buyer as contemplated by this Agreement. Buyer shall also
be responsible for all accrued vacation of the Designated Employees.  (c)Buyer shall be liable for and hereby indemnifies Seller against all
liabilities, claims, costs or demands of any nature of kind arising from or
relating in any way to the termination of the employment of any of the
Designated Employees with the Buyer on or after the date of this Agreement.
More particularly, but not so as to limit the generality of the foregoing,
Buyer shall be responsible for all notice, pay in lieu of notice or severance
owing to any such Designated Employee, whether such liability arises under
statute, contract or otherwise.  (d)Buyer shall be responsible for liabilities with respect to the
termination of any Designated Employee by Buyer subsequent to the Closing Date,
including without limitation, health care continuation coverage with respect to
plans established or maintained by Buyer subsequent to the Closing Date, and
damages or settlements arising out of any claims of wrongful or illegal
termination, and for complying with the requirements of all applicable laws
with respect to any such termination.  4.5Access to Records after the Effective Date;
Delivery of Records. For a
period of one year after the Closing Date, Seller and its representatives, on
one hand, and Buyer and its representatives, on the other, shall have
reasonable access to any books, records, documents, files and correspondence to
the extent that such access may reasonably be required in connection with
matters relating to or affected by the operation of the business relating to
the Acquired Assets, in the case of the Seller prior to the Closing Date, and
in the case of Buyer after such date. Such access shall be afforded upon
receipt of reasonable advance notice, during normal business hours and at the
expense of the party seeking access.  4.6Public Disclosure. Unless otherwise required by law (including
applicable securities laws) or, as to Seller by the rules and regulations of
The Nasdaq National Market, no disclosure (whether or not in response to an
inquiry) of the subject matter of this Agreement shall be made by any party
hereto unless approved by Seller prior to release.  6 
   4.7Tax Matters.  (a)Allocation of Purchase Price. Buyer and Seller shall agree on an
allocation of the Purchase Price to the different Acquired Assets for U.S. and
Canadian Tax (as defined below) purposes as set forth in Schedule 4.7,
if attached, and otherwise using the procedures set forth in this Section (the
Allocation Statements). Buyer and Seller shall each file all income,
franchise and other Tax Returns (as defined below), and execute such other
documents as may be required by any governmental authority, in a manner
consistent with the Allocation Statements. Buyer shall prepare the Allocation
Statements (if not attached to this Agreement) and any Forms 8594 in a manner
consistent with under Section 1060 of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations promulgated thereunder (hereinafter, the
Code) and other applicable legal requirements, and shall deliver such
Form or Forms and all documentation used in the preparation and support of the
Allocation Statements and Form or Forms (including, but not limited to,
appraisals) to the Seller within 30 days after the date of this Agreement.
Seller shall notify Buyer within 10 days of receipt of such documentation of
any changes, and otherwise shall be deemed to have accepted such forms and such
Allocation Statements. Buyer and Seller agree to file the agreed upon Form or
Forms 8594 with each relevant taxing authority and to refrain from taking any
position inconsistent with such Form or Forms or the agreed Allocation
Statements.  (b)Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to
be prepared and filed, with the appropriate authorities all Tax (as defined
below) returns, reports and forms (Tax Returns) and shall pay, or
cause to be paid, when due all Taxes relating to the Acquired Assets
attributable to any taxable period which ends immediately prior to the date of
this Agreement (the Pre-Closing Tax Period). Buyer shall prepare and
file, or cause to be prepared and filed, with the appropriate authorities all
Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to
the Acquired Assets attributable to taxable periods which are not part of the
Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or
other documents required to be filed with governmental authorities, it is
necessary that a party be furnished with additional information, documents or
records relating to the Acquired Assets, both Seller and Buyer agree to use
reasonable efforts to furnish or make available such non-privileged information
at the recipients request, cost and expense provided, however, that no party
shall be entitled to review or examine the Tax Returns of any other party.  (c)Refunds and Credits. Any refunds and credits attributable to the
Pre-Closing Tax Period shall be for the account of the Seller and any refunds and
credits attributable to the period which is not part of the Pre-Closing Tax
Period shall be for the account of the Buyer.  (d)Transfer Taxes. All transfer, documentary, sales, use,
registration, value-added, goods and services, real estate transfer, capital
gains taxes and any similar taxes and related fees incurred in connection with
this Agreement, and the transactions contemplated hereby shall be borne by
Buyer, in addition to the consideration provided for in Section 1.3. To the
extent permitted by applicable law, Buyer and Seller shall cooperate with each
other to obtain exemptions from such taxes, provided that neither party shall
be obligated to seek any exemption which could reasonably be expected to result
in any governmental audit of its books and records.  7 
   (e)Tax Definitions. For purposes of this Agreement, Tax
or Taxes shall mean all taxes, imposts, duties, withholdings, charges,
fees, levies, or other assessments imposed by any governmental or taxing
authority, whether domestic or foreign, (including but not limited to, income,
excise, property, sales, use, transfer, conveyance, payroll or other employment
related tax, license, ad valorem, value added, goods and services, withholding,
social security, national insurance (or other similar contributions or
payments), franchise, estimated severance, stamp taxes, taxes based upon or
measured by capital stock, net worth or gross receipts and other taxes)
together with all interest, fines, penalties and additions attributable to or
imposed with respect to such amounts and any obligations under any agreement or
arrangements with any person with respect to such amounts.  (f)(i)Buyer
hereby represents and warrants to Seller that:  (A)Buyer is registered for purposes of Part IX of the Excise Tax Act(Canada) (the GST
Legislation) and its registration number
is          ; and  (B)Buyer is acquiring under this Agreement ownership, possession or use of
all or substantially all of the property that can reasonably be regarded as
being necessary for Buyer to be capable of carrying on the business carried on
by Seller.  (ii)Seller and Buyer will jointly execute in prescribed form, and Buyer
will file within the required time, an election under subsection 167(1) of the Excise Tax Act(Canada) that no tax be
payable pursuant to the GST Legislation with respect the purchase and sale of
the Acquired Assets.  (iii)Buyer will indemnify Seller against any tax, interest or penalties
arising from the determination that the conditions for filing the election
pursuant to subsection 167(1) of the Excise
Tax Act(Canada) have not been satisfied.  ARTICLE V CONDITIONS TO CLOSING  5.1Conditions to Buyers and Sellers Obligation
to Close. Each of Buyers
and Sellers obligation to consummate the transactions contemplated herein
shall be conditioned upon the satisfaction or written waiver of each of the
following conditions precedent:  (a)Consent; Release of Liens. The Seller shall have received, if Seller
deems the same to be necessary, (i) the written consent (in form and content
reasonably satisfactory to Buyer) of (1) Foothill Capital Corporation (as agent
under the Loan and Security Agreement dated as of June 12, 2002, among
Peregrine Systems, Inc. and its Subsidiaries signatory thereto and Foothill
Capital Corporation and Lender signatory thereto), (2) Fleet Business Credit,
LLC (as agent under the Forbearance Agreement dated as of August 26, 2002 among
Peregrine Systems, Inc. and each of its Subsidiaries signatory thereto, Fleet
Business Credit, LLC, Wells Fargo HSBC Trade Bank, N.A. and Silicon Valley
Bank, and/or (3) BMC Software, Inc. (as agent under the Debtor in Possession
Credit Agreement dated as of September 24, 2002, among Peregrine Systems, Inc.,
Peregrine Remedy, Inc., Peregrine Systems Global Ltd. and Remedy Software
Ireland, Ltd. and BMC Software, Inc.) (collectively, the Secured Entities)
to the consummation of the transactions contemplated by this Agreement, and
(ii) each such parties  8 
   agreement
to release any and all liens and security interests held by Secured Entities
(in any capacity) relating to the Acquired Assets; and prior to or concurrently
with the consummation of the transactions contemplated herein, each such
Secured Entity shall have terminated and released its respective security
interests in the Acquired Assets in a manner sufficient to enable Seller to
transfer the Acquired Assets to Buyer on the Closing Date free and clear of such
security interests as required by this Agreement.  (b)Receipt of Funding. Buyer shall have received funds from
Symphony Technology Group or its affiliates under substantially the same terms
as agreed upon in the term sheet between Symphony Technology Group, LLC and TSB
Solutions Inc., dated November 5, 2002.  5.2Conditions to Sellers Obligation to Close. Sellers obligation to consummate the
transactions contemplated herein shall be conditioned upon the satisfaction or
written waiver of each of the following conditions precedent:  (a)Representations and Warranties True. The representations of the each of the
respective parties Buyer contained in Article II shall be true and correct on
the Closing Date.  (b)Releases from Employees. Seller shall have received a release in
substantially the form attached hereto as Exhibit 5.1(c) from each of
the Designated Employees.  5.3Conditions to Buyers Obligation to Close. Buyers obligation to consummate the
transactions contemplated herein shall be conditioned upon the satisfaction or
written waiver of each of the following conditions precedent:  (a)           Representations and Warranties
True. The representations of the Seller contained in Article III shall be
true and correct on the Closing Date.  5.4Termination of Agreement. This Agreement may be terminated prior to
Closing, and, except in the event of willful breach of this Agreement, the
parties hereto shall be relieved and discharged of and from any further
liability or obligation hereunder:  (a)by either Seller or Buyer if the Closing has not taken place on or
before December 31, 2002 (the Termination Date) (other than as a
result of any failure on the part of the terminating party to comply with or
perform its covenants and obligations under this Agreement);  (b)by the mutual written consent of the Seller and Buyer; or  (c)by either Seller or Buyer, if any order by any governmental body of
competent jurisdiction preventing or prohibiting consummation of the
transactions contemplated hereby (including the failure of the Bankruptcy Court
to issue the Approval Order) shall have become final and nonappealable.  9 
   ARTICLE VI DELIVERIES BY THE PARTIES  6.1Deliveries By Buyer. At the Closing, Buyer shall deliver to Seller
each of the following:  (a)Purchase Price. The Purchase Price in cash by wire transfer
in accordance with written instructions provided to Buyer by Seller within 24
hours prior to the Closing.  (b)Transfer Documents. Buyers executed signature page to each of
(i) the Assignment and Assumption Agreement in the form attached hereto as Exhibit
A; (ii) the Bill of Sale and Conveyance in the form attached hereto as Exhibit
B; and (iii) such other documents as necessary to effectuate the sale
(collectively, the Collateral Agreements).  6.2Deliveries by Seller. At the Closing, Seller shall deliver to
Buyer Sellers executed signature page to each Collateral Agreement.  ARTICLE VII NO SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; LIMITATION
OF LIABILITY  7.1No Survival of Representations and Warranties. All of the representations and warranties
of the parties hereto contained herein or in any certificate delivered pursuant
hereto shall expire with, and be terminated and extinguished upon the
consummation of the purchase and sale of the Acquired Assets pursuant to this
Agreement.  7.2No Liability for Breaches of Representations
and Warranties. Other than
fraud claims, no party to this Agreement shall be liable to any other party for
any breach of any representation or warranty contained herein or in any
certificate delivered pursuant hereto or for any loss, liability, damage, or
expense arising from or associated with any such breach.  ARTICLE VIII GENERAL PROVISIONS  8.1Notices. Any request, communication or other notice required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
sent by facsimile or delivered by recognized overnight courier service or
personal delivery (as the situation may require) at the respective address or
facsimile number of the party receiving notice as set forth below. Any party
hereto may, by notice so given, change its address or facsimile number for
future notice hereunder. All such notices and other communications hereunder
shall be deemed given (a) upon confirmation of delivery, if sent by facsimile,
and (b) upon delivery, if sent by recognized overnight courier service or
personal delivery.  (i)
  
  if to Seller, to:Peregrine Systems, Inc.3611 Valley Centre DriveSan Diego, California
  92130Attention: General Counsel  10 
   Telephone No.: (858)
  481-5000Facsimile No.: (858)
  794-5057with a copy (which shall
  not constitute notice) to:Heller Ehrman White &
  McAuliffe LLP4350 La Jolla Village
  Drive, 7th FloorSan Diego, California
  92122Attention: Joseph LeskoTelephone No.: (858)
  450-8400Facsimile No.: (858)
  450-8499(ii)
  
  if to Buyer, to:TSB Solutions Inc.5399 Eglinton Avenue West,
  Suite 115Etobicoke, OntarioM9C 5K6Attention: David KirwanTelephone
  No.:Facsimile
  No.:with a copy (which shall
  not constitute notice) to:Minden Gross Grafstein
  & Greenstein LLPBarristers & Solicitors111 Richmond Street West,
  Suite 700Toronto, ON M5H 2H5Attention: Daniel RothbergTelephone No.: (416)
  362-3711Facsimile No.: (416)
  864-9223  8.2Amendment. Except as is otherwise required by applicable law, this Agreement may
be amended by the parties hereto at any time by execution of an instrument in
writing signed by each of the Seller and Buyer.  8.3Expenses. All fees and expenses incurred in connection with this Agreement
including, without limitation, all legal, accounting, financial advisory,
consulting and all other fees and expenses of third parties incurred by a party
hereto, in connection with the negotiation and effectuation of the terms and
conditions of this Agreement and the transactions contemplated hereby, shall be
the obligation of the respective party incurring such fees and expenses.  8.4Entire Agreement; No Third Party
Beneficiaries; Assignment.
This Agreement, the exhibits hereto, the Collateral Agreements and the
documents, instruments and other agreements among the parties hereto and
thereto referenced herein and therein: (a) constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and no party shall be liable or bound to
any other party in any manner by any representations, warranties or covenants,
except as specifically set forth herein; (b) are not  11 
   intended
to confer upon any other person any rights or remedies hereunder; and (c) shall
not be assigned by operation of law or otherwise except as otherwise
specifically provided.  8.5Severability. In the event that any provision of this
Agreement or the application thereof becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.  8.6No Consequential Damages. Notwithstanding any provision in this
Agreement, neither party shall be liable for any indirect, special, punitive,
consequential, or incidental damages, lost savings, lost revenue, loss or
profits or goodwill, or other such damages, regardless of the form of action,
in connection with any aspect of the transactions contemplated by this
Agreement or the Collateral Agreements, even if advised of the possibility of
such damages.  8.7Governing Law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California applicable to
contracts executed in and to be performed in that State. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined in a California state or federal court sitting in the City of San
Diego, and the parties hereto hereby irrevocable submit to the exclusive jurisdiction
of such courts in any such action or proceeding and irrevocably waive the
defense of an inconvenient forum to the maintenance of any such action or
proceeding.  8.8Waiver of Jury Trial.EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTION
OF THE SELLER OR BUYER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT OF THIS AGREEMENT.  8.9Rules of Construction.The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule
of construction providing that ambiguities in an agreement or other document
will be construed against the party drafting such agreement or document.  8.10Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart.  [Signature Page Follows]  12 
   IN WITNESS WHEREOF, Seller and Buyer have
caused this Asset Purchase Agreement to be signed as of the date first written
above.  SELLER
  PEREGRINE
  SYSTEMS, LTD.an Ontario corporation.By:
  /s/ Ken Sexton[Name] Ken Sexton[Title] VPBUYER
  TSB
  SOLUTIONS INC.an Ontario corporationBy:[Name][Title]  [Signature Page to Asset Purchase
Agreement]  
    IN WITNESS WHEREOF, Seller and Buyer have
caused this Asset Purchase Agreement to be signed as of the date first written
above.  SELLER
  PEREGRINE
  SYSTEMS, LTD.an Ontario corporation.By:[Name][Title]BUYER
  TSB
  SOLUTIONS INC.an Ontario corporationBy:
  /s/ David
  Kirwan[Name] DAVID KIRWAN[Title] PARTNER/s/ David
  KirwanDAVID KIRWANPARTNER  [Signature Page to Asset Purchase
Agreement]  
   INDEX OF
EXHIBITS  Exhibit
  
  Description5.1 (c)
  
  Form of Employee ReleaseA
  
  Assignment and Assumption
  AgreementB
  
  Bill of Sale and Conveyance  
   Exhibit 5.l(c)  
   November,2002  Dear                   :  This is to advise that
Peregrine Systems Ltd. (Peregrine) has entered into an agreement to sell its
business to TSB Solutions Inc. (TSB), a corporation controlled
by                          .
It is anticipated that the transaction will close
on                          ,
2002.  We believe the transaction
to be in the best interest of Peregrine, its customers and its employees. It is
anticipated that TSB will, prior to closing, offer employment to each of
Peregrines employees on substantially the same terms and conditions of
employment as apply on the date of closing and that each employee electing to
accept the offer will join TSB with their seniority intact.  In anticipation of the sale,
I have enclosed with this letter a form of resignation from employment with
Peregrine Systems Ltd. which I would ask you to sign and return to me. Your
resignation will only be effective if the transaction closes. The resignation
is of no effect if the transaction doesnt close.  Should there be any
questions with respect to this matter, please contact the undersigned.  Yours truly,   PEREGRINE SYSTEMS LTD.BY:   *** To: Peregrine Systems Ltd.  I acknowledge receipt of the
foregoing letter advising of the sale of the business of Peregrine Systems Ltd.
to TSB (the Transaction). I hereby resign my employment with Peregrine
Systems Ltd. effective immediately prior to the closing of the Transaction.  This notice of resignation
will be void and of no effect in the event that the Transaction does not close.  
   NAME
  SIGNATURE  
   INDEX OF
SCHEDULES  Schedule
  
  DescriptionSchedule 1.1
  
  Acquired AssetsSchedule 1.4(a)
  
  Assumed LiabilitiesSchedule 4.4(a)
  
  Designated Employees