Exhibit
10.11  PEREGRINE
SYSTEMS, INC.  RESTRICTED
STOCK AGREEMENT  This Restricted Stock Agreement is
effective as of August 22, 2002 between Peregrine Systems, Inc., a Delaware
corporation (the Company), and Gary G. Greenfield (the Grantee).  I.NOTICE OF RESTRICTED STOCK GRANT  Grantees Name:
  Gary G. Greenfield  You
have been granted restricted shares of the Common Stock of the Company
(Restricted Shares), subject to the terms and conditions of this Restricted
Stock Agreement, as follows:  Date
  of Grant:
  August
  22, 2002Vesting
  Commencement Date:
  June
  1, 2002Total
  Number of Restricted Shares Granted:
  1,600,000  Vesting Schedule and Forfeiture:  25% of
the total number of the Restricted Shares shall vest twelve months after the
Vesting Commencement Date, and l/36th of the total remaining number of the
Restricted Shares shall vest each month thereafter, provided that Restricted
Shares actually will vest on any such date only if the Grantee is a Service
Provider on such date.  If
your service terminates for any reason, then the Restricted Shares will be
forfeited to the extent that they have not vested before the termination date
and do not vest as a result of the termination. This means that the Restricted
Shares will immediately revert to the Company. No payment by the Company will
be due to Grantee for Restricted Shares that are forfeited.  Notwithstanding
anything to the contrary in this Restricted Stock Agreement, the vesting of the
Restricted Shares shall be accelerated to the same extent as the stock options,
as described in the Employment Agreement between you and the Company, dated
July 19, 2002.  Any
terms not defined in this Restricted Stock Agreement will be as defined in the
1994 Stock Plan, or if not in the 1994 Stock Plan, in the Employment Agreement.  
   II.AGREEMENT  1.Grant
of Restricted Shares. 
Peregrine Systems, Inc., a Delaware corporation (the Company), hereby
grants you the total number of Restricted Shares set forth in the Notice of
Grant. No payment is required for these Restricted Shares.  No Restricted Shares will be issued
pursuant to this Restricted Stock Agreement unless such issuance and such
exercise shall comply with Applicable Laws. Assuming such compliance, for
income tax purposes the Restricted Shares shall be considered transferred to
you on the date the risk of forfeiture lapses with respect to such Restricted
Shares unless you make a timely election under Section 83(b) of the Internal
Revenue Code in which case for income tax purposes the Restricted Shares shall
be considered transferred to you on the date they are delivered to you.  2.Investment
Representations.  In connection with
the receipt of the Restricted Shares, you represent to the Company the
following:  (a)You are receiving these
securities for investment for your own account only and not with a view to, or
for resale in connection with, any distribution thereof within the meaning of
the Securities Act of 1933, as amended (the Securities Act).  (b)You understand that the
securities have not been registered under the Securities Act by reason of a
specific exemption therefrom, which exemption depends upon, among other things,
the bona fide nature of your investment intent as expressed herein. In this
connection, you understand that, in view of the Securities and Exchange
Commission (Commission), the statutory basis for such exemption may not be
present if your representations mean that your present intention is to hold
these securities for a minimum capital gains period under the tax statutes, for
a deferred sales, for a market rise, for a sale if the market docs not rise, or
for a year or any other fixed period in the future.  (c)You further acknowledge and
understand that the securities must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available. You further acknowledge and understand that the
Company is under no obligation to register the securities. You understand that
the certificate evidencing the securities will be imprinted with a legend which
prohibits the transfer of the securities unless they are registered or such
registration is not required in the opinion of counsel satisfactory to the
Company.  (d)You further acknowledge and
understand that the issuance of the Restricted Shares hereunder satisfies in
full all of the Companys obligations to issue shares to you to date.  2 
    3.Non-Transferability
of Restricted Shares. 
The Restricted Shares may not be transferred in any manner by you during
the time period they remain subject to a risk of forfeiture. The terms of this
Restricted Stock Agreement shall be binding your executors, administrators,
heirs, successors, and assigns.  YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF RESTRICTED
SHARES IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF
THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, OR ACQUIRING RESTRICTED SHARES
HEREUNDER). YOU FURTHER ACKNOWLEDGE AND AGREE THAT NOTHING IN THIS RESTRICTED
STOCK AGREEMENT, SHALL CONFER UPON YOU ANY RIGHT WITH RESPECT TO CONTINUATION
OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY  WAY WITH YOUR RIGHT OR THE COMPANYS RIGHT TO
TERMINATE YOUR EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.  4.Stock
Certificate Legends. 
The share certificate evidencing the Restricted Shares issued hereunder
shall be endorsed with the following legends.  a)THE
RESTRICTED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF, NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933.  b)THE RESTRICTED SHARES
REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER PURSUANT TO THE
PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER OF SUCH RESTRICTED
SHARES, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS OF SUCH AGREEMENT.  c)Any legend required by any
applicable state securities laws.  5.Adjustment
for Stock Split.  All references to
the number of Restricted Shares shall be appropriately adjusted to reflect any
stock split, stock dividend, or similar change in the Restricted Shares which
may be made by the Company after date of this Restricted Stock Agreement.  6.Tax
Consequences.  You have reviewed
with your own tax advisors the federal, state, local, and foreign tax
consequences of this investment and the transactions  3 
   contemplated by this Restricted Stock Agreement. You are relying solely
on such advisors and not on any statements or representations of the Company or
any of its agents. You understand that you (and not the Company) shall be
responsible for your own tax liability that may arise as a result of this
investment or the transactions contemplated by this Restricted Stock Agreement.  7.General
Provisions.  (a)This Restricted Stock Agreement
shall be governed by the laws of the State of California. This Restricted Stock
Agreement represents the entire agreement between the parties with respect to
the purchase of Restricted Shares by you and may only be modified or amended in
writing signed by you and the Company.  (b)Any notice, demand, or request
required or permitted to be given by either the Company or you pursuant to the
terms of this Restricted Stock Agreement shall be in writing and shall be
deemed given when delivered personally or deposited in the U.S. mail, First
Class with postage prepaid, and addressed to the parties at the addresses of
the parties set forth at the end of this Restricted Stock Agreement or such
other address as a party may request by notifying the other in writing.  (c)The rights and benefits of the
Company under this Restricted Stock Agreement shall be transferable to any one
or more persons or entities, and all covenants and agreements hereunder shall
inure to the benefit of, and be enforceable by the Companys successors and
assigns. Your rights and obligations under this Restricted Stock Agreement may
only be assigned with the prior written consent of the Company.  (d)Either partys failure to
enforce any provision or provisions of this Restricted Stock Agreement shall
not in any way be construed as a waiver of any such provision or provisions,
nor prevent that party thereafter from enforcing each and every other provision
of this Restricted Stock Agreement. The rights granted both parties herein are
cumulative and shall not constitute a waiver of either partys right to assert
all other legal remedies available to it under the circumstances.  (e)You agree upon request to execute
any further documents or instruments necessary or desirable to carry out the
purposes or intent of this Restricted Stock Agreement.  (f)This Restricted Stock Agreement
may be executed in any number of counterparts, each of which shall be an original
and all of which together shall constitute one instrument.  You
have reviewed this Restricted Stock Agreement in its entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Restricted
Stock  4 
   Agreement and fully understands all provisions of the Agreement. You
further agree to notify the Company upon any change in the residence address
indicated below.  GRANTEE
  PEREGRINE SYSTEMS, INC.a
  Delaware corporationGary G. GreenfiledPrint
  Name of Grantee/s/ Gary G. Greenfield
  
  /s/ Gary G. GreenfieldSignature of Grantee
  Gary
  G. GreenfieldChief
  Executive Officer9800 Bent Cross Drive
  
  
  Kathy VizasPotsmac, MD 20854Residential
  Address  5