Exhibit
2.12  EXECUTION
COPY  ASSET PURCHASE AGREEMENT  BY AND AMONG  PEREGRINE SYSTEMS, INC.,  and  TRIRIGA REAL ESTATE & FACILITIES LLC   JULY 31, 2002  
   ASSET
PURCHASE AGREEMENT  This ASSET PURCHASE AGREEMENT (the Agreement) is made and
entered into effective as of July 31, 2002 by and among Peregrine Systems,
Inc., a Delaware corporation (Seller); and TRIRIGA Real Estate &
Facilities LLC, a Nevada limited-liability company (Buyer).  RECITALS  A.Seller wishes
to sell certain assets used in connection with its Facility Center products;  B.Buyer wishes to
purchase from Seller, and Seller wishes to sell to Buyer, 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 definedherein) and subject to the
terms and conditions hereinafter set forth.  NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:  ARTICLE I  SALE AND
PURCHASE OF ASSETS  1.1Transferred
Assets.  Upon the terms and subject to
the conditions hereof, as of the Closing (as defined herein), Seller shall
sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase
and accept from Seller, all right, title and interest of Seller in and to the
assets listed on Schedule 1.1 hereto (the Acquired Assets)
free and clear as of the date hereof of any lien, claim or encumbrance of any
kind.  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 FIVE MILLION DOLLARS ($5,000,000.00)
(the Purchase Price).  1.4Assumed
Liabilities.  Upon the
terms and subject to the conditions hereof, as of the Closing, Seller shall
assign and transfer to Buyer, 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 Seller under each of the agreements listed on Schedule 1.4
hereto (the Assumed Liabilities).  1.5Further
Assurances.  Buyer and
Seller will each use reasonable efforts to obtain written consents to the
transfer and assignment of the Acquired Assets and Assumed Liabilities to
Buyer, and, at Sellers option, the novation of Seller, where the approval or
other consent of any other person may be required for these actions. Buyer
shall cooperate with Seller (including, where necessary, entering into
appropriate instruments of assumption as shall be agreed upon) to have Seller
released from all liability to third parties with respect to the Assumed
Liabilities, and Buyer and Seller will each solicit such releases concurrently
in a manner acceptable to both Buyer and Seller, with the solicitation of
consents from third parties to the transfer, assignment and novation of the
Acquired Assets and the Assumed Liabilities; provided, that, neither
party shall be required to grant any additional consideration to any third
party in order to obtain any such consent, novation, assumption or release.  1.6Closing.  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 two business days after all conditions precedent to Closing have been
satisfied or waived (the Closing Date), but in no event later than
August 2, 2002. If the Closing has not occurred by August 2, 2002,
for any reason, either party may terminate this Agreement by written notice to
the other party.  ARTICLE II  REPRESENTATIONS
AND WARRANTIES OF BUYER  Buyer hereby represents and warrants to Seller as follows:  2.1Organization
and Standing; Restated Certificate and Bylaws.  Buyer is a limited liability company duly organized and validly
existing under, and by virtue of, the laws of the State of Nevada and is in
good standing under such laws.  Buyer
has the requisite power and authority to own and operate its properties and
assets and to carry on its business as presently conducted.  2.2Power and
Authority.  Buyer has
all requisite legal power and authority to execute and deliver this Agreement
and to carry out and perform its obligations under the terms of this
Agreement.  All action on the part of
Buyer, its managers and its members necessary for the authorization, execution,
delivery and performance by Buyer of this Agreement has been taken or will be
taken prior to the Closing.  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.  3 
   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
Operating Agreement, 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.  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, subject to such
exceptions as are specifically disclosed in Schedule 3, attached
hereto, 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, as follows:  3.1Organization of
Seller.  Seller is a corporation duly
organized and validly existing under the laws of the State of Delaware and is
in good standing under such laws. 
Seller has the corporate power to own, lease and operate its assets and
property and to carry on its business as is now being conducted,  3.2Corporate Power
and Authority.  Seller has
all requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by Seller and the consummation of the transactions contemplated
hereby have been duly authorized or will be duly authorized prior to the
Closing 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  4 
   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 Certificate of Incorporation or Bylaws
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 Seller which
would result in a material adverse affect on the ability of Seller to
consummate the transactions contemplated under this Agreement.  3.4Intangible
Property.  (a)To the Sellers
knowledge, Schedule 1.1 sets forth all of the intangible property
contained within the Acquired Assets as listed on Schedule 1.1  (collectively, the Proprietary Rights).  To the Sellers knowledge, Seller owns all
Proprietary Rights that are included in the Acquired Assets. To the Sellers
knowledge, Seller has not received any notices of infringement by Seller of any
Proprietary Rights of others. To the Sellers knowledge, 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 Agreement, Sellers knowledge means the actual
present knowledge of Sellers current General Counsel, and Luke Pistorius, who
is Sellers current Associate General Counsel with responsibility for
intellectual property matters,which would include the
Proprietary Rights at issue.  (b)It is and has
been Sellers practice to have all employees of Seller and all consultants
providing services to Seller related to the Acquired Assets execute an
agreement conveying full right, title and interest to any intellectual property
related to the Acquired Assets to Seller.  3.5No Proceedings.  To the Sellers knowledge, as such term is
defined in Section 3.4(a), there are no pending or threatened claims,
suits or actions (i) alleging ownership claims in the Acquired Assets that may
have a material adverse effect on the Acquired Assets or (ii) by any customer
of the Facility Center assets included in the Acquired Assets against Seller
that may have a material adverse effect on the Acquired Assets.  5 
   ARTICLE IV  ADDITIONAL
AGREEMENTS  4.1Legal
Requirements; Reasonable Actions.  (a)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
and in connection with all actions needed in order to consummate the
Closing.  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.  Nothing in this Agreement shall be construed as an attempt or
agreement to assign, transfer, convey, deliver, lease, sublease, license or
sublicense any agreement set forth on Schedule 1.1 or right
contained therein, which by its terms or by law, cannot be assigned,
transferred, conveyed, delivered, leased, subleased, licensed or sublicensed,
or under which rights or obligations would otherwise be accelerated as a result
of this Agreement, or which are cancelable or terminable by a third party in
the event of an assignment, transfer, conveyance, delivery, lease, sublease,
license or sublicense (collectively, the Non-Assignable Agreements).
In any such case, the assignment, transfer, conveyance, lease, sublease,
license or sublicense shall be deemed deferred until such time as a consent,
substitution, approval, amendment or removal of any legal impediment has been
obtained such that a violation of the terms of the Non-Assignable Agreements
and any law, acceleration, cancellation or termination shall not occur.  (b)Seller will
immediately contact Buyer and forward to Buyer all relevant information
regarding any warranty or similar claim made by any Facility Center customer to
Seller.  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 trademarks (which for purposes of
this Section 4.2 shall include any trademarks of Sellers direct or
indirect subsidiaries), including any use of Seller trademarks contained in or
embodied in the Acquired Assets (including in any source code, product
documentation, labels, proprietary notices and marketing material), but not
including the trademarks assigned to Buyer under Schedule 1.1.  4.3Employee
Matters.Schedule 4.3(a) contains a list of certain employees
employed by Seller as of the date hereof in connection with the Acquired Assets
(the Designated Employees). Buyer has made employment offers to each
of the Designated Employees effective as of the date of this Agreement. The
Designated Employees who have received 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 subsections 4.3(b), 4.3(c) and 4.3(d)
below.  6 
   (b)So long as such Designated
Employees accept Buyers employment offer, Buyer will employ the Designated
Employees in accordance with the employment offer made to each such Designated
Employee.  (c)Buyer shall be
responsible for all liabilities, salaries, benefits and similar employer
obligations for all Designated Employees, who accept Buyers employment offer,
subsequent to the date each such Designated Employee begins his or her
employment with Buyer. Upon separation from Seller, each Designated Employee
who accepts employment with Buyer will be paid by Seller for all salary, wages,
bonuses, accrued vacation, commissions and any and all other benefits due such
Designated Employee.  (d)Buyer shall be responsible
for liabilities with respect to the termination of any Designated Employee by
Buyer subsequent to the date of this Agreement, including without limitation,
health care continuation coverage with respect to plans established or
maintained by Buyer subsequent to the date of this Agreement, 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 in response to an inquiry) of the non-public subject
matter of this Agreement shall be made by any party hereto unless approved by
Seller prior to release. Notwithstanding the foregoing, after the Closing Date,
Buyer may announce publicly or privately, market, advertise and communicate in
any manner or method and in any medium that it has acquired the Acquired Assets
from Seller, and disclose any information of any type concerning the Acquired
Assets other than the specific terms of this Agreement. Buyer shall also be
able to disclose this Agreement to any third party in connection with a due
diligence review of any contemplated business combination, acquisition or
investment transaction involving Buyer or its affiliates.  4.6Tax Matters.  (a)Allocation of
Purchase Price. Prior to the Closing, Buyer and Seller shall agree
on a tax allocation of the Purchase Price as set forth in Schedule 4.6(a)
(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 Transferred Assets pursuant to  7 
   Section 1060
of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder (hereinafter, the Code). 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
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 Seller within 30 days after finalizing the Allocation
Statements. Buyer and Seller 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 Seller 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 4.6(a).
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 Seller, as applicable,
for the relevant period.  (b)Filing of
Returns and Payment of Taxes.  Seller shall prepare and file, or cause to be prepared and filed,
with the appropriate authorities all Tax (as defined below) returns, reports
and forms (TaxReturns) and
shall pay, or cause to be paid, when due all Taxes relating to the Acquired
Assets attributable to any taxable period which ends on or 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, 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.  8 
   (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, 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 V  CONDITIONS
TO CLOSING; COVENANTS  5.1Conditions to
Obligations of Buyer.  The
obligations of Buyer to consummate the transactions contemplated hereby are
subject to the satisfaction of the following conditions as of the Closing Date,
any of which may be waived in writing by Buyer:  (a)Sellers
Representations and Warranties True.  The representations and warranties of Seller contained in
Article III shall be true and correct in all material respects as of the
Closing Date, with the same effect as though such representations and
warranties had been made or given again at and as of the Closing Date.  (b)Press Release.  Seller shall have approved a press release
to be issued by Buyer following the Closing regarding this Agreement and the
transactions contemplated hereby.  (c)List of Users
of Facility Center.  Prior to
the Closing, seller shall deliver to Buyer a list containing the company names,
as well as the name, address, phone number, fax number, e-mail address, of the
primary and secondary contacts, for all Facility Center (and other products
listed in Section 1.A. of Schedule 1.1) users, to the extent
contained in Sellers Siebel Team system.  5.2Conditions to
Obligations of Seller.  The
obligations of Seller to consummate the transactions contemplated hereby are
subject to the satisfaction of the following conditions as of the Closing Date,
any of which may be waived in writing by Seller:  (a)Buyers
Representations and Warranties True.  The representations and warranties of Buyer contained in
Article II shall be true and correct in all material respects as of the
Closing Date, with the same effect as though such representations and
warranties had been made or given again at and as of the Closing Date.  (b)Board Approval.  Sellers board of directors shall have
approved and adopted this Agreement and approved the consummation of the
transactions contemplated hereby.  9 
   5.3Conditions to
Obligations of Each Party.  The
respective obligations of each party to this Agreement to consummate the
transactions contemplated hereby are subject to the satisfaction of the
following conditions as of the Closing Date, any of which may be waived in
writing by all the parties hereto:  (a)Absence of
Liens and Waiver of Asset Transfer.  All liens on the Acquired Assets shall have been released.  Any restrictions on the sale and transfer of
assets from Seller to Buyer and from Peregrine Federal Systems, Inc. to Seller
contained in the Loan and Security Agreement dated as of June 12, 2002, as
amended by that certain Amendment Number One to the Loan and Security Agreement
dated as of June 21, 2002, among Seller and each of Sellers subsidiaries
identified on the signature pages thereof, Foothill Capital Corporation and
Ableco Finance LLC, shall have been waived by Foothill Capital Corporation and
Ableco Finance LLC.  (b)Allocation
Statements.  Buyer and
Seller shall have agreed on a tax allocation of the Purchase Price to be set
forth on Schedule 4.6(a).  (c)Referral Fee
Agreement.  The
parties shall have completed negotiation of and executed a Referral Fee
Agreement.  (d)Support
Agreement.  The
parties shall have completed negotiation of and executed a Support Agreement.  5.4Covenants.  (a)Conduct of
Business.  During the
period from the date of this Agreement to the Closing Date, Seller will conduct
its Facility Center business in its ordinary and usual course, consistent with
past practice, and will use commercially reasonable efforts (i) to preserve
intact all Acquired Assets and all rights, privileges, franchises and other
authority of such business, (ii) to retain the employees other than as agreed
by the parties and (iii) to maintain favorable relationships with licensors,
licensees, suppliers, contractors, distributors, customers and others having
relationships with such business.  (b)Non-SolicitationFrom and after the date of this Agreement
until the earlier to occur of the Closing Date or termination of this Agreement
pursuant to its terms, the Seller will not solicit, initiate, facilitate or
encourage action by, or discussion 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 potential Alternative Transaction or
similar transaction or agreement.  (c)Licenses. As of the
Closing Date:  (i)Seller grants
Buyer a non-exclusive, royalty-free, perpetual license to use, copy and
distribute Get It 1.3.1 sp2 solely in conjunction with the Facility Center
software; and  10 
   (ii)Buyer grants
Seller a non-exclusive, royalty-free, perpetual license to use, copy and
distribute CAD Integration and accompanying data schemas, solely in conjunction
with Sellers Asset Center product (or its successor products).  (iii)All licenses
granted under this Section 5.2(c) are on an as is basis, with no
warranties of any kind, implied or express, including without limitation the
implied warranties of merchantability, fitness for a particular purpose and
non-infringement.  ARTICLE VI  DELIVERIES
BY THE PARTIES  6.1Deliveries By
Buyer.  At the Closing, Buyer shall
deliver to Seller each of the following:  (a)Purchase Price.  The Purchase Price in cash by wire transfer
in accordance with wire instructions to be provided by Seller to Buyer 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; (iii) the
Assignment of Trademarks in the form attached hereto as Exhibit C; (iv)
the Referral Fee Agreement; and (v) the Support Agreement (collectively, the Collateral
Agreements).  6.2Deliveries by
Seller. At the Closing, Seller shall deliver to Buyer Sellers executed
signature page to each Collateral Agreement.  ARTICLE VII  NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY  7.1No Survival of
Representations and Warranties.  All of the representations and warranties of the parties hereto
contained herein or in any certificate delivered pursuant hereto shall expire
with, and be terminated and extinguished upon the consummation of the purchase
and sale of the Acquired Assets pursuant to this Agreement.  7.2No Liability
for Breaches of Representations and Warranties.  Other than fraud claims, no party to this Agreement shall be
liable to any other party for any breach of any representation or warranty
contained herein or in any certificate delivered pursuant hereto or for any
loss, liability, damage, or expense arising from or associated with any such
breach.  11 
   ARTICLE VIII  GENERAL
PROVISIONS  8.1Notices.  Any request, communication or other notice
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if sent by facsimile or delivered by recognized overnight
courier service or personal delivery (as the situation may require) at the
respective address or facsimile number of the party receiving notice as set
forth below. Any party hereto may, by notice so given, change its address or
facsimile number for future notice hereunder. All such notices and other
communications hereunder shall be deemed given (a) upon confirmation of
delivery, if sent by facsimile, and (b) upon delivery, if sent by recognized
overnight courier service or personal delivery.  (i)
  
  if
  to Seller, to:Peregrine
  Systems, Inc.3611
  Valley Centre DriveSan
  Diego, California 92130Attention:
  General CounselTelephone
  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) 450-8499(ii)
  
  if
  to Buyer, to:Anthony
  A. Marnell IIIPresident
  / CEOTRIRIGA
  INC.4285
  South Polaris Avc.Las
  Vegas, NV 89103Telephone
  No.: (702) 932-4444Facsimile
  No.: (702) 932-4445with
  a copy (which shall not constitute notice) to:David
  A. Garcia, Esq.Hale,
  Lane, Peek, Dennison & Howard100
  West Liberty St.Reno,
  NV 89501  12 
   Telephone No.: (775) 327-3000 Facsimile No.:  (775) 786-6179  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 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  13 
   such
action or proceeding and irrevocably waive the defense of an inconvenient forum
to the maintenance of any such action or proceeding.  8.8Waiver of Jury
Trial.  EACH PARTY HEREBY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE ACTION OF 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.  *****  14 
   IN
WITNESS WHEREOF, Seller and Buyer have caused this Asset Purchase Agreement to
be signed as of the date first written above.  SELLER
  PEREGRINE SYSTEMS, INC.aDelaware corporationBy:
  /s/
  Gary GreenfieldGary
  GreenfieldChief
  Executive OfficerBUYER
  TRIRIGA REAL ESTATE & FACILITIES LLCa
  Nevada Limited-Liability CompanyBy:Anthony
  A, Marnell IIIManager,
  President and Chief Executive Officer  [Signature
Page to Asset Purchase Agreement]  
   IN
WITNESS WHEREOF, Seller and Buyer have caused this Asset Purchase Agreement to
be signed as of the date first written above.  SELLER
  PEREGRINE SYSTEMS, INC.aDelaware corporationBy:Gary
  GreenfieldChief
  Executive OfficerBUYER
  TRIRIGA REAL ESTATE & FACILITIES LLCa
  Nevada Limited-Liability CompanyBy:
  /s/
  Anthony A, Marnell IIIAnthony
  A, Marnell IIIManager,
  President and Chief Executive Officer  [Signature
Page to Asset Purchase Agreement]  
   INDEX OF
EXHIBITS  Exhibit
  
  DescriptionA
  
  Assignment
  and Assumption AgreementB
  
  Bill
  of Sale and ConveyanceC
  
  Assignment
  of Trademarks