Exhibit
2.17   ASSET
PURCHASE AGREEMENT  BY AND
AMONG  TELCO
RESEARCH CORPORATION  and  SYMPHONY
SERVICE CORP.  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 Telco
Research Corporation, a Tennessee corporation (TRC or Seller),
and Symphony Service Corp., a Delaware corporation (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.  C.Simultaneously with the execution and
delivery of this Agreement, Peregrine Systems, Inc., a Delaware corporation (PSI)
has entered into an Assignment and Assumption Agreement (the PSI Assignment
Agreement) whereby it has assigned to Buyer, effective as of immediately
prior to the Closing and subject to the approval of the United States
Bankruptcy Court for the District of Delaware in Case No. 02-12740 (JFK) (the Bankruptcy
Court), its right, title and interest under each of the contracts,
licenses, leases and other assets listed on Schedule 5.1(c)
attached hereto.  D.Simultaneously with the execution and delivery
of this Agreement, PSI has entered into a Software License Agreement (the PSI
Software License Agreement) whereby it has granted, among other things, a
perpetual, royalty-free license to Buyer, effective as of the Closing and
subject to the approval of the Bankruptcy Court, for use of its Get.It 2.0.1
software.  E.Simultaneously with the execution and
delivery of this Agreement, PSI has entered into a Release (the PSI Release)
whereby it has agreed to release each of Seller and Buyer, effective as set
forth in the PSI Release and subject to the approval of the Bankruptcy Court,
from any liability related to intercompany obligations of the Seller to PSI or
any of its affiliates.  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 1.1hereto (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 $2,150,000 (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 hi 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  2 
   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 asublease 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.  (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 the State of Delaware and is in good standing under such laws.
Buyer has the requisite corporate power and  3 
   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 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 represents and warrants 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 state of Tennessee and is in good
standing under such laws. Seller has the  4 
   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.  3.4Title to Assets. To the Sellers Knowledge Regarding Title
to Assets (as defined below), the Seller has good and valid title to, or in the
case of leased property has valid leasehold interests in, all of the Acquired
Assets (whether real or personal, tangible or intangible). To the Sellers
Knowledge Regarding Title to Assets, except as set forth in the disclosure
schedules, none of the Acquired Assets is subject to any lien, pledge, security
interest or encumbrance (Encumbrance) (including tax-related Encumbrances).
On the Closing Date the Seller will transfer to the Buyer good and valid title
to all Acquired Assets, free and clear of any Encumbrances. For the purposes of
this Agreement, Sellers Knowledge Regarding Title to Assets means the
actual present knowledge of Alice Arterburn and Matthew Songstad.  3.5Intangible 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.  5 
   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.  4.2Rights to Peregrine Trademarks. As promptly as practicable, but in no event
later than 30 days after the Closing Date, 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).  4.3Employee Matters.  (a)Schedule 4.3(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, prior to the Closing Date, make offers of
employment to each of the Designated Employees, such offers of employment to be
upon substantially the same terms and conditions 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 prior to the
Closing Date, including, without limitation, salary, bonus and, vacation pay,
the provision of all benefits to which the Designated Employees are entitled
prior to the Closing Date, and the payment of all sums required by statute to
be remitted on behalf of the Designated Employees prior 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.  (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  6 
   after
the Closing Date. 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.  4.4Access to Records after the Closing 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 the Closing 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.  4.5Public 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 hi 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.  4.6Tax Matters.  (a)Allocation of Purchase Price. Buyer and Seller shall agree on an
allocation of the Purchase Price to the different Acquired Assets for United
States Tax (as defined below) purposes as set forth in Schedule 4.6.
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)  7 
   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.  (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.  4.7Conduct of Business Prior to Closing  (a)The Seller shall ensure that, at all times
during the period between the date of this Agreement and the Closing Date (the
Pre-Closing Period): (i) the Seller and its representatives will
provide the Buyer and its representatives with access to its representatives,
personnel and assets and to all existing books, records, tax returns, work
papers and other documents and information relating to the Acquired Assets; and
(ii) to the extent such material is in the possession of the Seller, the Seller
and its representatives will provide the Buyer and its representatives with
such copies of existing books, records, tax returns, work papers and other
documents and information relating to the Acquired Assets as the other party
may request in good faith.  8 
   (b)The Seller shall ensure that, during the
Pre-Closing Period the Seller conducts the operations of the acquired business
and the Acquired Assets in the ordinary course of business and in the same
manner as such operations have been conducted prior to the date of this
Agreement.  (c)Without limiting Section 4.7(b), the
Seller agrees that, during the Pre-Closing, it will not, and will cause its
affiliates not to, in each case without the prior written consent of the Buyer:  (i)a single transaction or series of related
transactions, sell (including any sale-leaseback), lease, license, pledge,
transfer or otherwise dispose of (including through a dividend or distribution
to any person or entity), or discontinue, all or any portion of its assets,
business or properties that are part of the Acquired Assets;  (ii)terminate, amend, modify or waive any
material right under any material contract or real property lease included in
the Acquired Assets or enter into any material contract or real property lease;  (iii)dismiss any Designated Employee, or recognize
any labor union or enter into any collective bargaining agreement that includes
any Designated Employee;  (iv)permit or allow any of the Acquired Assets to
become subject to any Encumbrance which cannot be removed prior to the
Effective Time, or incur or cause to be incurred any liability which is not an
Excluded Liability;  (v)amend its articles of incorporation, bylaws
or similar constituent documents, or file for bankruptcy, or adopt a plan or
resolution to dissolve or liquidate the Seller or any of its Subsidiaries;  (vi)grant any increase in the compensation or
benefits of any Business Employee or adopt, enter into or amend, or become
obligated under, any employment, severance, bonus, profit sharing,
compensation, equity interest, option, pension, retirement, deferred
compensation, health care, employment or other employee benefit plan,
agreement, trust, fund or arrangement for the benefit or welfare of any
Designated Employee;  (vii)incur or assume any indebtedness for borrowed
money or other liability, or assume, guarantee, endorse or otherwise become
liable or responsible for indebtedness for borrowed money or other liability of
any person or entity;  (viii)defer or delay the payment of, or fail to pay
when otherwise due, material expenses, material indebtedness or other material
obligations incurred during the Pre-Closing Period, including material
compensation expenses of any Designated Employee incurred during the
Pre-Closing Period, or accelerate the collection of any accounts receivable
inconsistent with ordinary course of business consistent with past practice;  (ix)authorize, commit, enter into, or offer to
enter into, any contract to take any of the actions referred to in this
Section 4.7(c).  9 
   4.8Bankruptcy Court Filings. Promptly after the date of this Agreement,
but in no event later than five (5) business days thereafter, the Seller shall
cause PSI to make a motion or motions to the Bankruptcy Court in form and
substance reasonably acceptable to Buyer (the Approval Motion) seeking
entry of the Approval Order. The Approval Order shall be an order or
orders of the Bankruptcy Court approving the PSI Assignment Agreement, the PSI
Software License Agreement and the PSI Release (collectively, the PSI
Agreements) and together with all the terms and conditions thereof, and
approving and authorizing PSI to consummate the transactions contemplated by
the PSI Agreements. Without limiting the generality of the foregoing, such
order or orders shall find and provide, among other things, (i) that all
contracts, licenses, leases and other assets listed on Schedule 5.1(c)
shall be assigned or sold, as the case may be, to Buyer, free and clear of any
Encumbrances, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and
(ii) finding that the Buyer is a purchaser in good faith pursuant to
Section 363(m) of the Bankruptcy Code. The Seller shall, and shall cause
PSI to, use its commercially reasonable efforts to take all actions necessary
or required in connection with the Approval Motion in order for the Approval
Order to be obtained prior to the Termination Date. The Seller shall, and shall
cause PSI to, keep the Buyer informed on a current basis with respect to any
facts, circumstances or developments related to the Approval Motion and shall
provide the Buyer with a reasonable opportunity to review and comment on any
filings or documents related to the Approval Motion prior to their filing with
the court.  4.9No Solicitation. During the Pre-Closing Period, the Seller
shall not, and shall cause its affiliates and representatives not to solicit,
initiate, facilitate or encourage action by, or discussions with, any person,
other than Buyer, relating to the possible acquisition of all or a material
portion of the Acquired Assets (an Alternative Transaction), or
participate in any negotiations regarding, or furnish information with respect
to, any effort or attempt by any person to do or to seek an Alternative
Transaction. Seller shall, and shall cause its affiliates and representatives
to, immediately cease and cause to be terminated any existing activities,
discussions or negotiations with respect to any potential Alternative
Transaction or similar transaction or arrangement.  ARTICLE V
CONDITIONS TO CLOSING; COVENANTS  5.1Conditions to Sellers and Buyers Obligation
to Close. Each of the
Sellers and 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 Buyer contained
in Article II shall be true and correct on the Closing Date.  (b)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  10 
   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 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.  (c)Assignment of Contracts; Bankruptcy Court
Approval. PSI shall have
assigned to Buyer, effective as of the Closing and subject to the entry of the
Approval Order, its right, title and interest under each of the contracts,
licenses, leases and other assets listed on Schedule 5.1(c) on the
terms and conditions of the PSI Assignment Agreement. The Bankruptcy Court
shall have entered the Approval Order and the appeal period with respect to the
Approval Order shall have expired without any appeals having been filed or any
stay having been entered with regard thereto.  5.2Conditions 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. The Seller
shall have performed in all material respects the covenants and obligations
required to be performed by Seller prior to the Closing Date, and during the
Pre-Closing Period, there shall not have arisen a material adverse effect on
the Acquired Assets.  (b)Continuity of Business Plan. Seller shall have delivered to Citigroup
Global Technology, Inc. a Continuity of Business Plan that has been prepared
using reasonable professional standards.  (c)Software License; Bankruptcy Court Approval. PSI shall have granted to Buyer, effective
as of the Closing and subject to the entry of the Approval Order, a perpetual,
royalty-free license to use its Get.It 2.0.1 software on the terms and
conditions of the PSI Software License Agreement. The Bankruptcy Court shall have
entered the Approval Order and the appeal period with respect to the Approval
Order shall have expired without any appeals having been filed or any stay
having been entered with regard thereto.  (d)PSI Release; Bankruptcy Court Approval. PSI shall have released each of Seller and
Buyer, effective as set forth in the PSI Release and subject to the entry of
the Approval Order, from any liability related to intercompany obligations of
the Seller to PSI or any of its affiliates on the terms and conditions of the
PSI Release. The Bankruptcy Court shall have entered the Approval Order and the
appeal period with respect to the Approval Order shall have  11 
   expired
without any appeals having been filed or any stay having been entered with
regard thereto.  5.3Termination 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.  ARTICLE VI
CLOSING 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) the Assignment of Trademarks in the form attached hereto as Exhibit
C (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. Other than for purposes of any fraud
claims, 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, from and after the Closing Date, no party to this Agreement shall
be liable to any other  12 
   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 Drive San Diego, California 92130 Attention: General Counsel Telephone No.: (858) 481-5000 Facsimile No.: (858) 794-5057  with a copy (which shall not constitute notice) to:  Heller Ehrman White & McAuliffe LLP 4350 La Jolla Village Drive, 7th Floor San Diego, California 92122 Attention: Joseph Lesko Telephone No.: (858) 450-8400 Facsimile No.: (858) 450-8499   (ii)if to Buyer, to:  Symphony Service Corp. 4015 Miranda, Second Floor Palo Alto, California 94304 Attention: William Chisholm Telephone No.: (650) 935-9500 Facsimile No.: (650) 935-9501   with a copy (which shall not constitute notice) to:  Cooley Godward LLP 4401 Eastgate Mall San Diego, California 92121 Attention: Carl Sanchez  13 
   Telephone No.: (858) 550-6042 Facsimile No.:  (858) 550-6420  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 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.  14 
   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]  15 
   IN WITNESS
WHEREOF, Seller and Buyer have caused this Asset Purchase Agreement to be
signed as of the date first written above.  SELLER
  TELCO RESEARCH CORPORATIONa Tennessee corporationBy:
  /s/ Ken Sexton[Name]
  Ken Sexton[Title]
  CFOBUYER
  SYMPHONY SERVICE CORP.a
  Delaware 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
  TELCO RESEARCH CORPORATIONa Tennessee corporationBy:[Name][Title]BUYER
  SYMPHONY SERVICE CORP.a
  Delaware corporationBy:
  /s / [ILLEGIBLE][Name]
  [ILLEGIBLE][Title]
  Vice President  [Signature Page to Asset Purchase Agreement]  
   INDEX OF
EXHIBITS  Exhibit
  
  DescriptionA
  
  Assignment
  and Assumption AgreementB
  
  Bill
  of Sale and ConveyanceC
  
  Assignment
  of Trademarks  
   INDEX OF
SCHEDULES  Schedule
  
  DescriptionSchedule 1.1
  
  Acquired
  AssetsSchedule 1.4(a)
  
  Assumed
  LiabilitiesSchedule 4.3(a)
  
  Designated
  EmployeesSchedule 5.1(c)
  
  Contracts,
  Leases, Licenses and Other Assets to be Assigned fromPeregrine Systems, Inc.