Exhibit 10.18  EXECUTIVE EMPLOYMENT AGREEMENT  This Executive Employment
Agreement (Agreement) is made effective as of July 1, 2002 (Effective
Date), by and between Peregrine Systems, Inc., a Delaware corporation
(Company) and Craig Ryall (Executive).  The parties agree as follows:  1.Employment.  Company hereby employs Executive, and
Executive hereby accepts such employment, upon the terms and conditions set
forth herein.  2.Duties.  2.1Position.  Executive is employed as Sr. Vice President,
Alliances and shall have the duties and responsibilities assigned by Companys
Executive Vice President, Global Field Operations or the Chief Executive
Officer as may be reasonably assigned from time to time. Executive shall
perform faithfully and diligently all duties assigned to Executive. Company
reserves the right to modify Executives position and duties at any time in its
sole and absolute discretion.  2.2Best
Efforts/Full-time.  Executive will
expend Executives best efforts on behalf of Company, and will abide by all
policies and decisions made by Company, as well as all applicable federal,
state and local laws, regulations or ordinances. Executive will act in the best
interest of Company at all times. Executive shall devote Executives full
business time and efforts to the performance of Executives assigned duties for
Company, unless Executive notifies the Executive Vice President, Global Field
Operations or the Chief Executive Officer in advance of Executives intent to
engage in other paid work and receives the Executive Vice President, Global
Field Operations or the Chief Executive Officers express written consent to
do so.  2.3Work
Location.  Executives principal
place of work shall be located in San Diego, California, or such other location
as the parties may agree upon from time to time.  3.At-Will Employment
Relationship.  Executives
employment with Company is at-will and not for any specified period and may be
terminated at any time, with or without Cause, by either Executive or Company,
subject to section 7 below and its subparts. No representative of Company,
other than the Chief Executive Officer, has the authority to alter the at-will
employment relationship. Any change to the at-will employment relationship must
be by specific, written agreement signed by Executive and Companys Chief
Executive Officer. Nothing in this Agreement is intended to or should be
construed to contradict, modify or alter this at-will relationship.  4.Compensation.  4.1Base
Salary.  As compensation for Executives
performance of Executives duties hereunder, Company shall pay to Executive an
initial Base Salary of $225,000 per year, payable in accordance with the normal
payroll practices of Company, less required deductions for state and federal
withholding tax, social security and all other employment taxes and payroll
deductions. In the event Executives employment under this Agreement is
terminated by either party, for any reason, Executive will earn the Base Salary
prorated to the date of termination.  
   4.2Incentive Compensation. 
Executive will be eligible to receive incentive compensation, the terms,
amount and payment of which shall be determined by Company in its sole and
absolute discretion.  4.3Performance and Salary Review. 
Company will periodically review Executives performance on no less than
an annual basis. Adjustments to salary or other compensation, if any, will be
made by the Company in its sole and absolute discretion.  5.Customary
Fringe Benefits.  Executive will be eligible for all customary
and usual fringe benefits generally available to executives of Company subject
to the terms and conditions of Companys benefit plan documents. Company
reserves the right to change or eliminate the fringe benefits on a prospective
basis, at any time, effective upon notice to Executive.  6.Business
Expenses.  Executive will be reimbursed for all
reasonable, out-of-pocket business expenses incurred in the performance of
Executives duties on behalf of Company. To obtain reimbursement, expenses must
be submitted promptly with appropriate supporting documentation in accordance
with Companys policies.  7.Termination
of Executives Employment.  7.1Termination for Cause by Company. 
Although Company anticipates a mutually rewarding employment relationship
with Executive, Company may terminate Executives employment immediately at any
time for Cause. For purposes of this Agreement, Cause is defined as: (a) acts
or omissions constituting gross negligence, recklessness or willful misconduct
on the part of Executive with respect to Executives obligations or otherwise
relating to the business of Company; (b) Executives material breach of this
Agreement or Companys Invention and Non-Disclosure and Arbitration Agreement;
(c) Executives conviction or entry of a plea of nolo contendere for fraud,
misappropriation or embezzlement, or any felony or crime of moral turpitude or
dishonesty; (d) Executives willful neglect of duties as determined in the sole
and exclusive discretion of the Board of Directors; (e) Executives failure to
perform the essential functions of Executives position, with or without
reasonable accommodation, due to a mental or physical disability; (f)
misconduct by Executive that materially jeopardizes the Companys right or
ability to operate its business; (g) Executives violation of any of the
Companys material policies or procedures, including without limitation,
Companys Equal Employment Opportunity and Anti-Harassment policies; or (h)
Executives death. In the event Executives employment is terminated in
accordance with this subsection 7.1, Executive shall be entitled to receive
only the Base Salary then in effect, prorated to the date of termination. All
other Company obligations to Executive pursuant to this Agreement will become automatically
terminated and completely extinguished. Executive will not be entitled to
receive the Severance Payment described in subsection 7.2 below.  7.2Termination Without Cause by
Company/Severance.  Executives employment is at-will and
Company can terminate the employment relationship at any time without Cause. In
the event of such termination without cause, Executive will receive the Base
Salary then in effect, prorated to the date of termination, and a Severance
Payment equivalent to one year of Executives Base Salary then in effect on
the date of termination, payable in accordance with Companys regular payroll
cycle, provided that Executive: (a) complies with all surviving provisions of
this Agreement as specified in subsection 13.8 below; (b) executes a full
general release acceptable to Company, releasing all claims, known or unknown,
that Executive may have against Company arising out of or any way related to
Executives employment ortermination
of employment with Company; (c) agrees to provide transition assistance to  2 
   Company, without further
compensation, for 3 months following the termination of the employment
relationship; and (d) agrees, without further compensation, to provide information
and assistance as may reasonably be required in connection with litigation in
which Company or Executive is a party. In addition to the Severance Payment,
Company shall pay for Executives COBRA coverage during payout period of the
Severance Payment. All other Company obligations to Executive will be
automatically terminated and completely extinguished.  7.3Voluntary Resignation by Executive. 
Executive may voluntarily resign Executives position with Company, at
any time on sixty (60) days advance written notice. In the event of
Executives voluntary resignation, Executive will be entitled to receive the
Base Salary and employee benefits for the 60-day notice period. At the
conclusion of the 60-day period all other Company obligations to Executive pursuant
to this Agreement will become automatically terminated and completely
extinguished. In addition, Executive will not be entitled to receive the
Severance Payment described in subsection 7.2 above. Company reserves the right
to relieve Executive of Executives duties during the 60-day notice period in
which case Executive will continue to receive salary and benefits as if
Executive were actively working.  8.No
Other Agreements  8.1No Prior Agreements Relating to Terms of
Employment and Severance.  Executive and Company wish to replace and
invalidate any previously agreed upon terms of employment or severance
obligations, and set forth in this Agreement all of Companys obligations to
Executive concerning the terms of Executives employment and severance. By
signing this Agreement, Executive agrees that any prior letters, memoranda,
emails, or any other agreements, whether written or verbal, relating to the
terms of Executives employment and Executives severance are invalid and
superseded by this Agreement.  8.2Inapplicability to Option Grants. 
This Agreement does not incorporate, supersede, or in any way affect
stock option grants between Company and Executive, which are governed by
separate documents.  9.No
Conflict of Interest.  During the term of Executives employment
with Company and during any period Executive is receiving payments from Company
pursuant to this Agreement, Executive must not engage in any work, paid or
unpaid, that creates an actual or potential conflict of interest with Company.
Such work shall include, but is not limited to, directly or indirectly
competing with Company in any way, or acting as an officer, director, employee,
consultant, stockholder, volunteer, lender, or agent of any business enterprise
of the same nature as, or which is in direct competition with, the business in
which Company is now engaged or in which Company becomes engaged during the
term of Executives employment with Company, as may be determined by the Board
of Directors in its sole discretion. If the Board of Directors believes such a
conflict exists during the term of this Agreement, the Board of Directors may
ask Executive to choose to discontinue the other work or resign employment with
Company. If the Board of Directors believes such a conflict exists during any
period in which Executive is receiving payments pursuant to this Agreement, the
Board of Directors may ask Executive to choose to discontinue the other work or
forfeit the remaining severance payments. In addition, Executive agrees not to refer
any client or potential client of Company to competitors of Company, without
obtaining Companys prior written consent, during the term of Executives
employment and during any period in which Executive is receiving payments from
Company pursuant to this Agreement.  3 
   10.           Confidentiality
and Proprietary Rights.  Executive
agrees to read, sign and abide by Companys Invention and Non-Disclosure and
Arbitration Agreement, which is provided with this Agreement and incorporated
herein by reference. Executive further agrees that the terms of this Agreement
are confidential, and that such terms are not to be disclosed to anyone,
including other Company employees and Company executives, but excluding the Companys
Chief Executive Officer, the Companys Senior Vice President, Human Resources,
and any member of the Companys Audit Committee.  11.Nonsolicitation. Executive understands and agrees that
Companys employees and customers and any information regarding Company
employees and/or customers is confidential and constitutes trade secrets.  11.1Nonsolicitation of Customers or Prospects. 
Executive agrees that during the term of this Agreement and for a period
of one (1) year after the termination of this Agreement, Executive will not,
either directly or indirectly, separately or in association with others,
interfere with, impair, disrupt or damage Companys relationship with any of
its customers or customer prospects by soliciting or encouraging others to solicit
any of them for the purpose of diverting or taking away business from Company.  11.2Nonsolicitation of Companys Employees. 
Executive agrees that during the term of this Agreement and for a period
of one (1) year after the termination of this Agreement, Executive will not,
either directly or indirectly, separately or in association with others,
interfere with, impair, disrupt or damage Companys business by soliciting,
encouraging or attempting to hire any of Companys employees or causing others
to solicit or encourage any of Companys employees to discontinue their
employment with Company.  12.Injunctive
Relief.  Executive acknowledges that Executives
breach of the covenants contained in sections 8-11 (collectively Covenants)
would cause irreparable injury to Company and agrees that in the event of any
such breach, Company shall be entitled to seek temporary, preliminary and
permanent injunctive relief without the necessity of proving actual damages or
posting any bond or other security.  13.General
Provisions.  13.1Successors and Assigns.  The
rights and obligations of Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of Company.
Executive shall not be entitled to assign any of Executives rights or
obligations under this Agreement.  13.2Waiver.  Either partys failure to
enforce any provision of this Agreement shall not in any way be construed as a
waiver of any such provision, or prevent that party thereafter from enforcing
each and every other provision of this Agreement.  13.3Attorneys Fees. 
Each side will bear its own attorneys fees in any dispute unless a
statutory section at issue, if any, authorizes the award of attorneys fees to
the prevailing party.  13.4Severability.  In
the event any provision of this Agreement is found to be unenforceable by an
arbitrator or court of competent jurisdiction, such provision shall be deemed
modified to the extent necessary to allow enforceability of the provision as so
limited, it being intended that the parties shall receive the benefit
contemplated herein to the fullest extent  4 
   permitted by law. If a
deemed modification is not satisfactory in the judgment of such arbitrator or
court, the unenforceable provision shall be deemed deleted, and the validity
and enforceability of the remaining provisions shall not be affected thereby.  13.5Interpretation; Construction.  The
headings set forth in this Agreement are for convenience only and shall not be
used in interpreting this Agreement. Executive acknowledges that Executive has
had an opportunity to review and revise the Agreement and have it reviewed by
legal counsel, if desired, and, therefore, the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.  13.6Governing Law. 
This Agreement will be governed by and construed in accordance with the
laws of the United States and the State of California. Each party consents to
the jurisdiction and venue of the state or federal courts in San Diego,
California, if applicable, in any action, suit, or proceeding arising out of or
relating to this Agreement.  13.7Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be delivered as
follows with notice deemed given as indicated: (a) by personal delivery when
delivered personally; (b) by overnight courier upon written verification of
receipt; (c) by telecopy or facsimile transmission upon acknowledgment of
receipt of electronic transmission; or (d) by certified or registered mail,
return receipt requested, upon verification of receipt. Notice shall be sent to
the addresses set forth below, or such other address as either party may
specify in writing.  13.8Survival.  Sections 8 (No Conflict of
Interest), 10 (Confidentiality and Proprietary Rights), 11 (Non
solicitation), 12 (Injunctive Relief), 13 (General Provisions) and 14
(Entire Agreement) of this Agreement shall survive Executives employment by
Company.  14.Entire
Agreement.  This Agreement, including the Invention and
Non-Disclosure and Arbitration Agreement incorporated herein by reference
constitutes the entire agreement between the parties relating to this subject
matter and supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral. No oral waiver,
amendment or modification will be effective under any circumstances whatsoever.  THE PARTIES TO THIS
AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT
ON THE DATES SHOWN BELOW.  CRAIG RYALLDated:
  8/7/02
  
  /s/ Craig Ryall3611 Valley Centre Dr.
  San Diego, CA 91230
  PEREGRINE SYSTEMS, INC.Dated:
  
  
  By:
  /s/ Gary G. GreenfieldGary G. Greenfield
  Chief Executive Officer
  3611 Valley Centre Drive
  San Diego, CA 92130  5