Exhibit
10.13  PEREGRINE
SYSTEMS, INC.  RESTRICTED
STOCK AGREEMENT  This Restricted Stock Agreement is
effective as of August 22, 2002 between Peregrine Systems, Inc., a Delaware
corporation (the Company), and Kenneth A. Sexton (the Grantee).  1.NOTICE OF RESTRICTED STOCK GRANT  Grantees
  Name:
  Kenneth
  A. Sexton  You have been granted restricted shares
of the Common Stock of the Company (Restricted Shares), subject to the terms
and conditions of this Restricted Stock Agreement, as follows:  Date
  of Grant:
  
  August
  22, 2002Vesting
  Commencement Date:
  
  June
  24, 2002Total
  Number of Restricted Shares Granted:
  
  100,000  Vesting Schedule and Forfeiture:  25% of the total number of the
Restricted Shares shall vest twelve months after the Vesting Commencement Date,
and 1/36th of the total remaining number of the Restricted Shares shall vest
each month thereafter, provided that Restricted Shares actually will vest on
any such date only if the Grantee is a Service Provider on such date.  If your service terminates for any
reason, then the Restricted Shares will be forfeited to the extent that they
have not vested before the termination date and do not vest as a result of the
termination.  This means that the Restricted
Shares will immediately revert to the Company. 
No payment by the Company will be due to Grantee for Restricted Shares
that are forfeited.  Notwithstanding anything to the
contrary in this Restricted Stock Agreement, the vesting of the Restricted
Shares shall be accelerated to the same extent as the stock options, as
described in the Employment Agreement between you and the Company, dated July
19, 2002.  Any terms not defined in this
Restricted Stock Agreement will be as defined in the 1994 Stock Plan, or if not
in the 1994 Stock Plan, in the Employment Agreement.  
   II.AGREEMENT  1.  Grant of Restricted Shares.  Peregrine Systems, Inc., a Delaware corporation (the Company),
hereby grants you the total number of Restricted Shares set forth in the Notice
of Grant.  No payment is required for
these Restricted Shares.  No Restricted Shares will be
issued pursuant to this Restricted Stock Agreement unless such issuance and
such exercise shall comply with Applicable Laws.  Assuming such compliance, for income tax purposes the Restricted
Shares shall be considered transferred to you on the date the risk of
forfeiture lapses with respect to such Restricted Shares unless you make a
timely election under Section 83(b) of the Internal Revenue Code in which case
for income tax purposes the Restricted Shares shall be considered transferred
to you on the date they are delivered to you.  2. 
Investment Representations. 
In connection with the receipt of the Restricted Shares, you represent
to the Company the following:  (a) 
You are receiving these securities for investment for your own account
only and not with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the Securities Act).  (b) 
You understand that the securities have not been registered under the
Securities Act by reason of a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of your investment
intent as expressed herein.  In this
connection, you understand that, in view of the Securities and Exchange
Commission (Commission), the statutory basis for such exemption may not be
present if your representations mean that your present intention is to hold
these securities for a minimum capital gains period under the tax statutes, for
a deferred sales, for a market rise, for a sale if the market does not rise, or
for a year or any other fixed period in the future.  (c) 
You further acknowledge and understand that the securities must be held
indefinitely unless they are subsequently registered under the Securities Act
or an exemption from such registration is available.  You further acknowledge and understand that the Company is under
no obligation to register the securities. 
You understand that the certificate evidencing the securities will be
imprinted with a legend which prohibits the transfer of the securities unless
they are registered or such registration is not required in the opinion of
counsel satisfactory to the Company.  (d) 
You further acknowledge and understand that the issuance of the
Restricted Shares hereunder satisfies in full all of the Companys obligations
to issue shares to you to date.  2 
   3.  Non-Transferability of Restricted Shares.  The Restricted Shares may not be transferred
in any manner by you during the time period they remain subject to a risk of
forfeiture.  The terms of this
Restricted Stock Agreement shall be binding your executors, administrators,
heirs, successors, and assigns.  YOU ACKNOWLEDGE
AND AGREE THAT THE VESTING OF RESTRICTED SHARES IS EARNED ONLY BY CONTINUING
CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED, OR ACQUIRING RESTRICTED SHARES HEREUNDER).  YOU FURTHER ACKNOWLEDGE AND AGREE THAT
NOTHING IN THIS RESTRICTED STOCK AGREEMENT, SHALL CONFER UPON YOU ANY RIGHT
WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR
SHALL IT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE COMPANYS RIGHT TO
TERMINATE YOUR EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.  4. 
Stock Certificate Legends. 
The share certificate evidencing the Restricted Shares issued hereunder
shall be endorsed with the following legends.  a) THE RESTRICTED SHARES REPRESENTED BY
THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR
IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.  b) THE RESTRICTED SHARES REPRESENTED
HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE PROVISIONS OF
AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH RESTRICTED SHARES, AND
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF
SUCH AGREEMENT.  c) Any legend required by any
applicable state securities laws.  5. 
Adjustment for Stock Split. 
All references to the number of Restricted Shares shall be appropriately
adjusted to reflect any stock split, stock dividend, or similar change in the
Restricted Shares which may be made by the Company after date of this
Restricted Stock Agreement.  6.Tax Consequences.  You have reviewed with your own tax advisors
the federal, state, local, and foreign tax consequences of this investment and
the transactions  3 
   contemplated
by this Restricted Stock Agreement.  You
are relying solely on such advisors and not on any statements or
representations of the Company or any of its agents.  You understand that you (and not the Company) shall be
responsible for your own tax liability that may arise as a result of this
investment or the transactions contemplated by this Restricted Stock Agreement.  7. 
General Provisions.  (a) 
This Restricted Stock Agreement shall be governed by the laws of the
State of California.  This Restricted
Stock Agreement represents the entire agreement between the parties with
respect to the purchase of Restricted Shares by you and may only be modified or
amended in writing signed by you and the Company.  (b) 
Any notice, demand, or request required or permitted to be given by
either the Company or you pursuant to the terms of this Restricted Stock
Agreement shall be in writing and shall be deemed given when delivered
personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end
of this Restricted Stock Agreement or such other address as a party may request
by notifying the other in writing.  (c) 
The rights and benefits of the Company under this Restricted Stock
Agreement shall be transferable to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by the Companys successors and assigns.  Your rights and obligations under this Restricted Stock Agreement
may only be assigned with the prior written consent of the Company.  (d) 
Either partys failure to enforce any provision or provisions of this
Restricted Stock Agreement shall not in any way be construed as a waiver of any
such provision or provisions, nor prevent that party thereafter from enforcing
each and every other provision of this Restricted Stock Agreement.  The rights granted both parties herein are
cumulative and shall not constitute a waiver of either partys right to assert
all other legal remedies available to it under the circumstances.  (e) 
You agree upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this Restricted
Stock Agreement.  (f) 
This Restricted Stock Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which together
shall constitute one instrument.  You have reviewed this Restricted Stock
Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Restricted Stock  4 
   Agreement and fully understands all
provisions of the Agreement.  You
further agree to notify the Company upon any change in the residence address
indicated below.  GRANTEE
  PEREGRINE SYSTEMS, INC.a
  Delaware corporationKenneth A. SextonPrint
  Name of Grantee/s/ Kenneth A. Sexton
  
  /s/
  Gary G. GreenfieldSignature
  of Grantee
  Gary
  G. GreenfieldChief
  Executive Officer520 Bristol DriveAurora, OH 44202Residential
  Address  5