Exhibit
10.19  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 Mary Lou
OKeefe (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,
Human Resources and shall have the duties and responsibilities assigned by
Companys 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 Chief Executive
Officer in advance of Executives intent to engage in other paid work and
receives 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 yearof 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 or
termination of employment with Company; (c)
agreesto 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 Companyemployees 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 (Nonsolicitation),
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.  MARY
  LOU OKEEFEDated:3611 Valley Centre DriveSan Diego, CA  92130Peregrine
  Systems, Inc.Dated:
  
  
  By:Gary G. GreenfieldChief Executive Officer3611 Valley Centre DriveSan Diego, CA  92130  5