Exhibit 2.15  EXECUTION COPY  ASSET PURCHASE AGREEMENT  BY AND AMONG  PEREGRINE SYSTEMS, INC.,  OCTOBER ACQUISITION
CORPORATION  AND  AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.  NOVEMBER 15, 2002  
    ASSET PURCHASE AGREEMENT  This ASSET PURCHASE
AGREEMENT (the Agreement) is made and entered into effective as of
November 15, 2002 (the Effective Date) by and among Peregrine Systems,
Inc., a Delaware corporation and Debtor and Debtor in Possession (PSI
under jointly administered Case No. 02-12740 (JKF) (the Bankruptcy Case)
pending in the United States Bankruptcy Court for the District of Delaware (the
Bankruptcy Court), October Acquisition Corporation, a Delaware
corporation (OAC) (each a Seller and collectively the Sellers);
and American Express Travel Related Services Company, Inc., a New York
corporation (Buyer).  RECITALS  A.Sellers own and
wish to sell to the extent of their respective interests therein (a) the My
Trip and XML/TS software products and related intellectual property rights
(excluding any related trademarks or servicemarks) (the XOL Technology), which includes the software products and related intellectual property
rights OAC acquired from Xtra On-Line Corporation (XOL) (excluding all
trademarks and servicemarks acquired from XOL) under that certain Asset
Purchase Agreement dated November 30, 2001, among PSI, OAC and XOL (the Original
Acquisition Agreement), (b) all revisions, updates, improvements,
modifications, enhancements, corrections and new releases to the XOL Technology
created by PSI, or others on behalf of PSI, after the closing of the Original
Acquisition Agreement (the Enhancements), and (c) one HP DesignJet
455CA development printer (the Plotter).  B.Buyer wishes to
purchase from Sellers, and Sellers wish to sell to Buyer, all of Sellers
respective interest in the Acquired Assets (as defined herein), free and clear
of all interests, claims, liens and encumbrances as to such portion of the
Acquired Assets transferred by PSI only, and Sellers wish 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; and  C.Buyer and PSI have
executed a Letter Agreement of Intent, dated August 12, 2002, relating to the
purchase and sale of the Acquired Assets (the Letter Agreement).  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:  1 
   ARTICLE I  SALE AND PURCHASE OF ASSETS  1.1Acquired Assets. Upon the terms
and subject to the conditions hereof and approval of the Bankruptcy Court and
pursuant to the Approval Order (as defined in Section 7.1 below), the entities
comprising Sellers, to the extent of their respective interest therein, hereby sell,
transfer, convey, assign and deliver to Buyer, and Buyer hereby purchases and
accepts from Sellers, all right, title and interest of Sellers in and to (i)
the assets listed on Schedule 1.1 hereto, (ii) the Plotter, and (iii)
the IP Licenses (as defined in Section 1.2 below) listed on Schedule 1.2
(if Buyer elects to have the IP Licenses assigned to it) (together, the Acquired
Assets). All of the Acquired Assets held by PSI are being sold pursuant to
Section 363 of Title 11 of the United States Code, as amended (the Bankruptcy
Code).  1.2IP Licenses. Schedule 1.2
sets forth PSIs interest in certain intellectual property licensed from a
third party for use with or in connection with the XOL Technology and the
Enhancements (the IP Licenses). Sellers and Buyer shall use their
commercially reasonable efforts to obtain all required consents to assign the
IP Licenses to Buyer (the Third Party Consents) and the IP Licenses
shall be assumed and assigned pursuant to Section 365 of the Bankruptcy Code; provided,
however, that Sellers shall have no liability or other obligation to Buyer, or
any other person or entity, for the inability of Sellers to transfer and assign
the IP Licenses to Buyer; provided, further, that by the date of the hearing
regarding the motion seeking the approval of the transactions contemplated by
this Agreement (conditioned on Buyer having received the claimed amount of cure
at least two days advance notice prior to the hearing), Buyer shall elect in
writing (and provide written notice to Sellers of such election) to either (x)
pay any cure amounts pursuant to section 365 of the Bankruptcy Code, as
required by the Approval Order, or (y) not take an assumption and assignment of
the IP Licenses, in which event Buyer shall have no liability to Sellers, the
estate, or the licensor of the IP Licenses.  1.3Excluded Assets. Notwithstanding
anything to the contrary in this Agreement, any assets of Sellers (and of all
direct or indirect subsidiaries of Sellers) that are not the XOL Technology,
the Enhancements, the Plotter or PSIs interest in the IP Licenses (if Buyer
elects to have the IP Licenses assigned to it), will be retained by Sellers (or
the applicable direct or indirect subsidiary of Sellers) and are excluded from
the Acquired Assets.  1.4Consideration.  In consideration for the Acquired Assets,
Buyer shall pay to PSI, or PSIs designee, the following consideration
(collectively, the Purchase Price)  (a)$1,000,500 in cash
by wire transfer;  (b)any unpaid
Services Payments (as defined below); and  (c)the Additional
Services Payments (as defined below).  Services Payments means payment of
$373,504.76 that Buyer agreed to pay PSI under the Letter Agreement for work
done by Sellers, or their contractors, for Buyer in connection with the
Acquired Assets; provided that  2 
   Sellers acknowledge that Buyer has paid the
$373,504.76 in accordance with the Letter Agreement.  Additional Services Payments means
payment of $806,648.20 which represents the invoices billed and outstanding to
Buyer through October 31, 2002 for work done by Sellers, or their contractors,
for Buyer in connection with the Acquired Assets.  1.5Assumed
Liabilities. On the Closing Date, subject to the entry of the Approval Order (as
defined below) and Buyers election to have the IP Licenses assigned to it, PSI
shall assume and assign to Buyer pursuant to section 365 of the Bankruptcy
Code, and Buyer shall assume, and shall henceforth fully perform and discharge,
on a timely basis and in accordance with their respective terms, the
liabilities and obligations of PSI under each of the IP Licenses, to the extent
such IP Licenses are assumed by PSI and assigned to Buyer.  1.6Closing. Subject to the
satisfaction of the conditions set forth herein, the closing of the sale of the
Acquired Assets (the Closing) shall take place at 10:00 a.m., Pacific
Standard Time, on the second (2nd) business day after the time for filing a
notice of appeal has expired and if an appeal is pending, the Approval Order
shall not have been modified or reversed on appeal, or stayed (the Closing
Date), or such other date and place as the parties shall mutually agree
upon.  ARTICLE II  REPRESENTATIONS AND WARRANTIES  2.1Representations
and Warranties of Buyer. Buyer hereby represents and warrants to Sellers
as follows:  (a)Organization of Buyer. Buyer is a
corporation duly organized and validly existing under, and by virtue of, the
laws of the State of New York and is in good standing under such laws.  (b)Corporate Power and Authority. Buyer 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 Buyer and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Buyer. This Agreement has been duly executed and delivered by Buyer and
constitutes the valid and binding obligation of Buyer enforceable against Buyer
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).  (c)No Conflicts. The execution,
delivery, performance of and compliance with this Agreement have not resulted
and will not result in any violation of, or conflict  3 
   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.  2.2Representations
and Warranties of PSI. PSI hereby represents and warrants to Buyer as
follows:  (a)Organization of PSI. PSI is a
corporation duly organized and validly existing under, and by virtue of, the
laws of the State of Delaware.  (b)Capitalization. PSI owns
twenty-five percent of the issued and outstanding stock of OAC, and Ballgame
Acquisition Corporation, a wholly-owned subsidiary of PSI, owns seventy-five
percent of the issued and outstanding stock of OAC.  (c)Authority. Subject to the entry of the Approval Order
and the prior written consent of BMC (as defined in Section 2.2(d) below), PSI
has all requisite authority to enter into this Agreement and to consummate the
transactions contemplated hereby. Subject to the entry of the Approval Order,
this Agreement has been duly executed and delivered by PSI and constitutes the
valid and binding obligation of PSI enforceable against PSI in accordance with
its terms, subject to the effect of any subsequently filed or 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).  (d)Title to Acquired Assets. PSI owns the
Enhancements, and has full right, power, and authority to sell, assign,
transfer, and deliver such Enhancements to the Buyer pursuant hereto, subject
to the entry of the Approval Order and the prior written consent of BMC
Software, Inc. (BMC) in its dual capacity as (a) debtor in possession
lender to PSI in connection with the Bankruptcy Case and (b) purchaser pursuant
to that certain Acquisition Agreement dated as of September 20, 2002, as
amended (the Acquisition Agreement) between BMC, PSI and Peregrine
Remedy, Inc. (Remedy). PSI shall, as a condition to Closing, obtain
BMCs prior written consent to the sale of the Acquired Assets held by PSI to
the Buyer which, subject to entry of the Approval Order and such other terms
and conditions as may be required by the Bankruptcy Court, shall be free and
clear of BMCs lien pursuant to that certain Debtor in Possession Credit
Agreement dated as of September 24, 2002 (the DIP Agreement), by and
among PSI, Remedy, certain subsidiaries of Borrowers (as defined therein) and
BMC.  (e)Intangible Property.  (i)To the knowledge of PSI, the Enhancements do
not infringe upon or violate the rights of any third party.  (ii)To the knowledge of PSI, PSI has not
licensed, assigned or otherwise sold any portion of the Enhancements to any
third parties.  4 
   (iii)To the knowledge of PSI, no third party,
other than OAC, holds any patents or has filed any patent applications which
may cover the Enhancements.  (f) No Proceedings. To the knowledge of PSI,
other than the Bankruptcy Case, there are no pending or threatened claims,
suits or actions against PSI which may adversely affect PSIs rights in and to
the Enhancements, or the transfer of the Enhancements to Buyer.  2.3Representations
and Warranties of OAC. Subject to the entry of the Approval Order and
(i) the written consent of (1) Foothill Capital Corporation (as agent under the
Loan and Security Agreement dated as of June 12, 2002, among PSI 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 PSI 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 PSI, Peregrine Remedy, Inc., Peregrine Systems Global Ltd. and
Remedy Software Ireland, Ltd. and BMC Software, Inc.) and (4) all creditors
with liens of record as to the Acquired Assets which constitute the property of
OAC (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, OAC hereby
represents and warrants to Buyer as follows:  (a)Organization of OAC. OAC 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.  (b)Capitalization. PSI owns
twenty-five percent of the issued and outstanding stock of OAC, and Ballgame
Acquisition Corporation, a wholly-owned subsidiary of PSI, owns seventy-five
percent of the issued and outstanding stock of OAC.  (c)Corporate Power and Authority. OAC 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 OAC and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of OAC. This Agreement has been duly executed and delivered by OAC and
constitutes the valid and binding obligation of OAC enforceable against OAC in
accordance with its terms, subject to the effect of any subsequently filed or
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).  5 
   (d)No Conflict. 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, OACs Certificate of Incorporation or its Bylaws, or any
applicable statute, rule, regulation, order or restriction of any federal or
state governmental entity or agency thereof.  (e)Title to Acquired Assets.  (i)Any lien or encumbrance granted by OAC or
its authorized agents (in both cases, to the extent known by OAC, but
specifically not including the knowledge of any employees, agents or representatives
of XOL who subsequently became employees, agents or representatives of PSI,
subsequent to the closing of the Original Acquisition Agreement) in the XOL
Technology shall be released as of the Closing Date. Schedule 2.3(e)(i)
is a list of all such liens and encumbrances.  (ii)To the knowledge of OAC, and specifically
excluding the knowledge of any employees, agents or representatives of XOL who
became employees, agents or representatives of PSI following the closing of the
Original Acquisition Agreement, OAC has the right to transfer the XOL
Technology to Buyer.  (f)Intangible Property.  (i)To the knowledge of OAC, the XOL Technology
does not infringe upon or violate the rights of any third party; provided,
however, that OAC makes no representation or warranty as to any infringement or
violation by the XOL Technology of any third partys rights that may have
existed at the closing of the Original Acquisition Agreement which were not
known to OAC at the time of such closing.  (ii)To the knowledge of OAC, OAC has not
licensed, assigned or otherwise sold any portion of the XOL Technology to any
third parties.  (iii)To the knowledge of OAC, no third party
holds any patents or has filed any patent applications which may cover the XOL
Technology.  (g)No Proceedings. To the knowledge
of OAC, there are no pending or threatened claims, suits or actions against OAC
which may adversely affect OACs rights in and to the XOL Technology, or the
transfer of the XOL Technology to Buyer.  (h) Registrations and Filings. To the
knowledge of OAC, the following is a complete and accurate list of all patent
and copyright registrations or filings relating to the XOL Technology:  (i)U.S. patent application entitled Method and
Apparatus for Travel Information Collection and Management, which application
was filed in the U.S. Patent and Trademark Office on April 17, 2000 and given
Serial Number 09/550,963;  6 
   (ii)International patent application filed on
April 12, 2001 and given International Application Number PCT/USO1/11973; and  (iii)Australian patent application filed on April
12, 2001 and given patent application number AU200155343.  2.4Warranty
Disclaimer. SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THIS
ARTICLE II, NEITHER PARTY MAKES ANY WARRANTY, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTIES AGAINST INFRINGEMENT OR OF MERCHANTABILITY, QUALITY, ACCURACY OR
FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT ANY ITEMS ACQUIRED,
LICENSED OR FURNISHED HEREUNDER WILL FULFILL ANY OF BUYERS PARTICULAR NEEDS OR
PURPOSES. SUBJECT TO THE REPRESENTATION AND WARRANTIES MADE IN THIS ARTICLE II,
BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE ACQUIRED ASSETS WILL BE
TRANSFERRED AT CLOSING IN THEIR PRESENT AS-IS, WHERE IS CONDITION WITH
ALL FAULTS.  ARTICLE III  ADDITIONAL AGREEMENTS  3.1Legal
Requirements; Reasonable Actions. Each party will take all reasonable
actions necessary to comply promptly with all requirements of law 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
the other party hereto in connection with any such reasonable requirements of
law imposed upon such other party in connection herewith. Each party will take
all reasonable actions to obtain (and will cooperate with the other party 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.  3.2Filing of UCC-3
Statements. Following the Closing, Buyer and Sellers will cooperate and use their
commercially reasonable efforts to file UCC-3 statements to record the
termination of any lien or encumbrance to be released in accordance with
Sellers obligations set forth in Section 2.3(e)(i) and other liens of record
on the Acquired Assets which constitute the property of OAC.  7 
   3.3Sellers Noncompete
Obligation. For a period of eighteen (18) months following the Closing
Date, Sellers will not compete with Buyer by providing products or services
(including PSIs Get-It product family) that are similar to or competitive
with the XOL Technology or the Enhancements; provided, however, that this
obligation shall not apply to (a) any third party that acquires any assets from
PSI or any subsidiary, affiliate or subdivision of PSI (PSI or such subsidiary,
affiliate or subdivision of PSI a PSI Entity), or (b) to any PSI Entity
from the earlier of (i) the date of a change of control of such PSI Entity, or
(ii) the date the PSI Entity is acquired by a third party.  3.4Know-How;
Confidentiality.  (a)Notwithstanding any other provisions of this
Agreement, and subject to (i) Sellers noncompete obligation set forth in
Section 3.3, (ii) Buyers patent rights and copyrights; and (iii) Sellers
confidentiality obligations set forth in the Section 3.4(b) below, each Seller
shall be entitled to use, without charge or restriction, any know-how or trade
secrets acquired by Sellers in connection with the Original Acquisition
Agreement and their use and development of the XOL Technology and the
Enhancements prior to the Closing Date.  (b)Confidential Information shall mean
information directly and solely related to the XOL Technology and the
Enhancements that: (a) derives independent economic value, actual or potential,
for not being generally known to the public or to other persons who can obtain
economic value from its disclosure or use; and (b) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy. Sellers
agree to hold such information in trust and confidence for Buyer and not to
disclose such information to any person, firm or enterprise, except to the
extent necessary for Sellers to use, in accordance with Section 3.4(a), any
know-how or trade secrets related to the XOL Technology and the Enhancements.
Information shall not be considered confidential to the extent, but only to the
extent, that such information:  (i)is as of the Closing Date or subsequently
becomes publicly available through no wrongful act of Sellers;  (ii)is independently developed by Sellers without
reference to any Confidential Information;  (iii)is rightfully obtained by Sellers from a
third party who has the right to transfer or disclose it; or  (iv)is required to be disclosed pursuant to a
requirement of a governmental agency, court order or law so long as Sellers
provide Buyer with timely written prior notice of such requirements and such
disclosure is limited to the information requested.  3.5Rights 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 Sellers
trademarks (which for purposes of this Section 3.5 shall include any trademarks
of Sellers direct or indirect subsidiaries), including any use of Sellers
trademarks  8 
   contained in or embodied in the XOL Technology and the Enhancements
(including in any source code, product documentation, labels, proprietary
notices and marketing material).  3.6Employee Matters.  (a)Schedule 3.6 lists certain employees
of Sellers who perform services related to the XOL Technology and the
Enhancements (the Designated Employees). Notwithstanding Section 3.8,
prior to the Closing Date and for one month following the Closing Date, Buyer
shall have the right to make employment offers to the Designated Employees and
Sellers will take no action to prevent Buyer from making such employment
offers. The Designated Employees who receive employment offers from Buyer and
who begin their employment with Buyer shall be employed by Buyer in accordance
with the terms and conditions set forth in Section 3.6(b) below.  (b)Buyer shall be responsible for all salaries,
benefits and similar employer obligations for each Designated Employee hired by
Buyer as of each such Designated Employees hire date with Buyer. Upon
separation from Sellers, each Designated Employee will be paid by Sellers for
all applicable salary, wages, bonuses, accrued vacation, commissions and any
and all other benefits due such Designated Employee by Sellers, subject to the
requirements and restrictions of the Bankruptcy Code and the Bankruptcy Court.  3.7Consultants. Schedule 3.6
lists certain consultants of Sellers who perform services related to the XOL
Technology and the Enhancements (the Designated Consultants).
Notwithstanding Section 3.8, prior to the Closing Date and for one month
following the Closing Date, Buyer shall have the right to make offers, or enter
into consulting arrangements, with the Designated Consultants and Sellers will
take no action to prevent Buyer from making such offers or entering into such
consulting arrangements.  3.8Nonsolicitation. Except as
provided for in Sections 3.6(a) and 3.7, for a period of one year following the
Closing Date, neither Buyer nor its employees, will, directly or indirectly,
hire or permit to be hired, solicit, recruit, encourage or induce any
employees, consultants, contractors or sub-contractors of Sellers, other than
the Designated Employees and the Designated Consultants, to leave the employ of
Sellers.  3.9Access to Records
after the Closing Date; Delivery of Records. For a period of one year after the Closing
Date, Sellers and their representatives, on the 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. Such access
shall be afforded upon receipt of reasonable advance written notice, during
normal business hours and at the expense of the party seeking access; provided,
however, that prior to one party granting such access to the other party, the
parties will enter into a non­disclosure agreement; notwithstanding the
foregoing, Sellers shall have access to such  9 
   records as and to the extent necessary to administer the Bankruptcy
Case and as otherwise required by the Bankruptcy Court.  3.10Press Releases. Unless otherwise
required by law (including applicable securities laws), no press release
regarding the subject matter of this Agreement shall be made by any party
hereto unless approved in writing by the non-disclosing party prior to release;
provided, however, that if any press release is required by law, the disclosing
party will provide the non-disclosing party with timely prior written notice of
such press release. For the avoidance of doubt, any disclosures in any manner
made through a public filing or relating to the administration of the
Bankruptcy Case shall not require prior approval or prior notice.  3.11Tax Matters.  (a)Allocation of Purchase Price. Prior to the
Closing, Buyer and Sellers shall agree on a tax allocation of the Purchase
Price as set forth in Schedule 3.11 (the Allocation Statements),
allocating the total of the Purchase Price (and other payments properly treated
as additional Purchase Price for Tax purposes) to the different Acquired Assets
pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder (hereinafter, the Code).
Buyer and Sellers 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 Form 8594 under Section 1060 of the Code based on the
Allocation Statements and deliver such form and all documentation used in the
preparation and support of such Allocation Statements and form (including, but
not limited to, appraisals) to the Sellers within 30 days after finalizing the
Allocation Statements. Buyer and Sellers agree to file such form with each relevant
taxing authority and to refrain from taking any position inconsistent with such
form or Allocation Statements. Notwithstanding the above provision, Buyer
agrees to indemnify and hold Sellers harmless from and against any and all
liability for Taxes resulting from any voluntary reallocation by Buyer, and not
at the request of any government agency or taxing authority, of the Purchase
Price that differs from the estimated allocation as set forth in Schedule
3.11. For purposes of calculating the amount of any Taxes in the preceding
sentence, it shall be assumed that such Taxes are payable at the highest
effective statutory corporate income tax rates that could apply to Sellers, as
applicable, for the relevant period.  (b)Refunds and Credits. Any refunds and
credits attributable to any taxable period which ends on or prior to the
Closing Date (the Pre-Closing Tax Period) shall be for the account of
the Sellers 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.  (c)Transfer Taxes. All sales and
use taxes 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 1.4. To the extent permitted by applicable law, Buyer
and Seller shall cooperate with each other to obtain exemptions  10 
   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.  (d)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, 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.  ARTICLE IV  DELIVERIES BY THE PARTIES  4.1Deliveries
By Buyer. On the Closing Date, Buyer shall deliver to Sellers
each of the following:  (a)Purchase Price. The Purchase
Price in cash (by wire transfer in accordance with the wire instructions to be
provided by PSI to Buyer in writing at least three (3) days prior to the
Closing).  (b)Transfer Documents. Buyers executed
signature page to the (i) Assignment and Assumption Agreement in the form
attached hereto as Exhibit A (if Buyer elects to have the IP Licenses
assigned to it) (the Assumption Agreement): (ii) the Bill of Sale and
Conveyance in the form attached hereto as Exhibit (the Bill of Sale);
and (iii) the Assignment of Patents in the form attached hereto as Exhibit C
(the Assignment of Patents), (clauses (i) through (iii) of this
Section 4.1 (b) are collectively, the Collateral Agreements).  4.2Deliveries by
Sellers. On the Closing Date, each Seller shall deliver to Buyer the following:  (a)PSIs executed signature page to (i) the
Assumption Agreement (if Buyer elects to have the IP Licenses assigned to it);
and (ii) the Bill of Sale.  (b)OACs executed signature page to (i) the
Bill of Sale; and (ii) the Assignment of Patents.  (c)Executed consents, payoff letters or
releases relating to any lien or encumbrances to be released in accordance with
Sellers obligation set forth in Section 2.3(e)(i) hereof and all liens of
record in respect of the Acquired Assets which constitute the property of OAC.  11 
   4.3           Cease
of Use; Destruction.  (a)Immediately after the Closing Date, Sellers
and/or their affiliates shall cease any and all use of the Acquired Assets; and  (b)Immediately after the Closing Date, Sellers
shall delete and destroy any and all copies of the XOL Technology and
Enhancements (and related documentation) in its possession or control or on any
computer equipment of Sellers or their affiliates on which it is installed,
provided that Buyers representatives shall be entitled to verify such deletion
and destruction within ten (10) business days of the Closing Date and upon
reasonable written notice to Sellers.  ARTICLE V  REPRESENTATIONS AND WARRANTIES TRUE AS OF CLOSING DATE; LIMITATION OF LIABILITY  5.1Representations
and Warranties True as of Closing Date. All of the representations and warranties
of the parties hereto contained herein (and contained within the Collateral
Agreements) shall be true as of the Closing Date. All of the representations
and warranties of the parties hereto contained herein and in all Collateral
Documents and such other documents executed in connection herewith shall expire
with, and be terminated and extinguished as of the Closing Date; provided,
however, for the avoidance of doubt, this provision does not waive Buyers
right to bring a claim against OAC based on any representation or warranty of
OAC not being true on the Closing Date.  5.2Limitation of
Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE, ONE TO THE OTHER, FOR LOST
PROFITS, LOSS OF GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER UNDER THEORY OF
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL EITHER PARTYS AGGREGATE LIABILITY TO THE OTHER
PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED $1 MILLION FOR CLAIMS
BROUGHT IN THE TWO (2) YEAR PERIOD AFTER THE CLOSING DATE OF THIS AGREEMENT.
NEITHER PARTY WILL BE LIABLE FOR ANY CLAIMS BROUGHT UNDER THE AGREEMENT MORE
THAN TWO (2) YEARS AFTER THE CLOSING DATE OF THE AGREEMENT. THE FOREGOING
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.  12 
   ARTICLE VI  CONDITIONS
TO CLOSING  The parties
obligation to close the transaction contemplated by this Agreement is subject
to the fulfillment on or before the Closing of the conditions set forth in
Sections 4.1 and 4.2 and the following conditions:  6.1Consent; Release
of Liens. The Sellers shall have received and delivered to Buyer (in a form
reasonably acceptable to Buyer) (i) the written consent of (1) Foothill Capital
Corporation (as agent under the Loan and Security Agreement dated as of June
12, 2002, among PSI 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 PSI 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 PSI, Peregrine Remedy, Inc., Peregrine Systems Global
Ltd. and Remedy Software Ireland, Ltd. and BMC Software, Inc.) and (4)
creditors with liens of record on the Acquired Assets which constitute the
property of OAC (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 Sellers to transfer the Acquired Assets to Buyer on the Closing Date
free and clear of such security interests as required by this Agreement.  6.2Bankruptcy Court
Approval. The Bankruptcy Court shall have entered the Approval Order, the time
for filing a notice of appeal to the Approval Order has expired, the Approval
Order shall not have been reversed or modified on appeal, and the Approval
Order shall not have been stayed as of the Closing Date. All covenants,
agreements, and conditions contained in the Agreement to be performed by
Sellers on or prior to the Closing Date shall have been performed or complied
with, and Sellers shall have delivered to the Buyer a certificate so stating
signed by an authorized officer of each Seller.  6.3Delivery of
Acquired Assets by Sellers. No later than on the Closing Date, Sellers shall
deliver to Buyer the Acquired Assets in a manner agreed upon by the parties;
provided, however, that any risk of loss of the delivery of the Acquired Assets
shall be borne by Buyer.  6.4Payment for
Services. Reference is made to the letter agreement signed by the parties and
dated as of the Effective Date (the Services Payment Letter) regarding the
payment by Buyer to PSI for services rendered or to be rendered by PSI, or its
contractors, for Buyer in connection with the Acquired Assets from November 1,  13 
   2002 through the Closing Date.  Buyer shall pay PSI by wire transfer the
Payment (as defined in the Services Payment Letter) as of the Closing Date.  ARTICLE VII  BANKRUPTCY COURT APPROVAL  7.1Approval Order. Promptly
following the execution hereof, but in no event later than ten (10) business
days thereafter, PSI will make a motion (the Sale Motion) pursuant to
Sections 363 and 365 of the Bankruptcy Code, for an order in a form reasonably
acceptable to Buyer (the Approval Order) from the Bankruptcy Court
which (i) authorizes and approves the sale of the Acquired Assets (including
the approval of the assumption and assignment of the IP Licenses to Buyer)
owned (or licensed as applicable) by PSI on the terms and conditions set forth
herein, and authorizes PSI to execute such further documents or take such
further actions as may be necessary to consummate the transactions contemplated
by this Agreement, (ii) which finds and determines that the Agreement and
related documents have been negotiated at arms length, that the same are in the
best interest of PSIs respective creditors, and that Buyer has acted in good
faith and is entitled to the protections of 363(m) of the Bankruptcy Code, as
to such portion of the Acquired Assets transferred by PSI only, and (iii)
states that the sale of the Acquired Assets owned by PSI to the Buyer shall be
free and clear of all liens, claims, interests and encumbrances whatsoever.  7.2Termination of the
Agreement. If the Approval Order is not entered within sixty (60) days following
the Effective Date, then this transaction shall automatically terminate and the
parties shall be relieved of any further liability or obligation hereunder,
unless otherwise agreed upon by the parties in writing.  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 Sellers, to:Peregrine Systems, Inc.3611 Valley Centre DriveSan Diego, California 92130Attention: General Counsel  14 
   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 92122-1246Attn: Joseph Lesko, Esq.Telephone No.: (858) 450-8400Facsimile No.: (858) 450-8499and a copy (which shall not constitute notice)
  to:Pachulski, Stang, Ziehl, Young & Jones PC10100 Santa Monica Boulevard, Suite 1100Los Angeles, California 90067Attn: Jeremy V. Richards, EsqTelephone No.: (310) 277-6910Facsimile No.: (310) 201-0760(ii)
  if to Buyer, to:For Mail:American ExpressRick L Reinig - Vice President TechnologiesMC 75-02-07P. O. Box 53888Phoenix, AZ 85072-3888For Airborne:American ExpressRick Reinig - Vice President TechnologiesMC 75-02-072401 West Behrend Drive, Suite 55Phoenix, AZ 85027Telephone No.: (602) 537-2790Facsimile No.: (602) 537-2822with a copy (which shall not constitute notice)
  to:American Express200 Vesey StreetNew York, NY10285Attention: Technology Law GroupGeneral Counsels Office  49th FloorTelephone No.: 212-640-2000Facsimile No.: 212-640-0361  15 
   8.2Amendment. This Agreement
may be amended by the parties hereto at any time only by execution of an
instrument in writing signed by each of the Sellers 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; (c) shall not be assigned by operation of law or otherwise
except as otherwise specifically agreed to by the parties in writing; and (d)
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. In addition, no waiver by either party of a
breach of any provision of this Agreement by the other party shall operate as a
waiver of any subsequent breach.  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.  8.6Governing Law;
Jurisdiction. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware applicable to contracts executed in and to be
performed in that State.  8.7Bankruptcy Court
Jurisdiction. BUYER AND SELLERS AGREE THAT UNTIL THE CLOSING OF THE BANKRUPTCY CASE,
THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND
OTHER MATTERS RELATING TO (i) THE INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT OR ANY ANCILLARY DOCUMENT EXECUTED PURSUANT HERETO; AND/OR (ii) THE
ACQUIRED ASSETS, AND THE BUYER EXPRESSLY CONSENTS TO AND AGREES NOT TO CONTEST
SUCH EXCLUSIVE JURISDICTION.  16 
   8.8Waiver of Jury Trial.
TO THE EXTENT THAT ANY PARTY HERETO MAY BE ENTITLED TO A 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 SELLERS 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.  * * * * *  17 
   IN WITNESS
WHEREOF, Sellers and Buyer have caused this Asset Purchase Agreement to be
signed as of the date first written above.  SELLERS
  PEREGRINE SYSTEMS, INC.a
  Delaware corporationBy:
  /s/ Ken SextonPrinted
  Name:
  Ken SextonTitle:
  CFOOCTOBER ACQUISITION CORPORATIONa Delaware corporationBy:
  /s/ Ken SextonPrinted
  Name:
  Ken SextonTitle:
  CFOBUYER
  AMERICAN EXPRESS TRAVEL RELATED
  SERVICES
  COMPANY, INC.a
  New York CorporationBy:Printed
  Name:Title:  [Signature Page to Asset Purchase Agreement]  
   IN WITNESS
WHEREOF, Sellers and Buyer have caused this Asset Purchase Agreement to be
signed as of the date first written above.  SELLERS
  PEREGRINE SYSTEMS, INC.a
  Delaware corporationBy:Printed
  Name:Title:OCTOBER ACQUISITION CORPORATIONa Delaware corporationBy:Printed
  Name:Title:BUYER
  AMERICAN EXPRESS TRAVEL RELATED
  SERVICES
  COMPANY, INC.a
  New York CorporationBy:
  /s/[ILLEGIBLE]Printed
  Name:
  [ILLEGIBLE]Title:
  [ILLEGIBLE]  [Signature Page to Asset Purchase
Agreement]  
   INDEX OF EXHIBITS  Exhibit
  
  DescriptionA
  
  Assignment and Assumption AgreementB
  
  Bill of Sale and ConveyanceC
  
  Assignment of Patents