Exhibit
10.48  AMENDED
SETTLEMENT AGREEMENT  This Amended Settlement
Agreement (the Agreement) is entered into as of October 14, 2003, by and
between Peregrine Systems, Inc., a Delaware corporation (Peregrine); the
Post-Emergence Equity Committee (as defined in the Plan), on behalf of itself
and all Holders of Old PSI Common Interests as of the Effective Date (the
Equity Class); and David Levy, Leighton Powell, David Schenkel, John Virden,
Conrad Willemse, Bill Holman, Bob Benesko, Michael Slavich, Richard Maheu and
Mark Rollins (collectively the Loran Group) and Heywood Waga (Waga, and
together with the Loan Group, the Lead Plaintiffs) in their capacity as
co-lead plaintiffs in the Securities Action (defined below) and on behalf of
themselves and all other persons and entities who purchased or otherwise
acquired the securities of Peregrine from July 22,1999 through May 3,2002,
inclusive but excluding all Defendants named in the Securities Action; all
officers and directors of Peregrine; members of their families; Peregrine and
any of its parents, subsidiaries, officers, directors or affiliates; any entity
in which any excluded person has a controlling interest directly or indirectly;
and each of their respective legal representatives, heirs, successors and
assigns (the Securities Class), with reference to the following recitals of
fact:  A.Peregrine
is a manufacturer and distributor of enterprise software. Peregrine Remedy,
Inc. (Remedy) is a wholly-owned subsidiary of Peregrine and until November of
2002 (when all or substantially all of its assets were sold), was engaged in
the manufacture and distribution of enterprise software.  B.On
or about May 6, 2002, an action (as modified, consolidated and amended from
time to time, the Securities Action) was commenced against Peregrine and
other individuals and entities as Case No. 02-CV-0870J (RBB) before the United
States District Court, Southern District of California (the District Court).
Subsequently, various other lawsuits alleging federal securities law violations
against Peregrine and/or other individuals and entities have been consolidated
into the Securities Action.  
   C.On
September 22, 2002, Peregrine and Remedy (collectively, the Debtors)
commenced cases under Chapter 11 of Title 11 of the United States Code,
subsequently ordered jointly administered (collectively, the Bankruptcy Case)
before the United States Bankruptcy Court, District of Delaware (the
Bankruptcy Court).  D.By
order entered on October 15, 2002 (the Bar Date Order), the Bankruptcy
Court set December 23, 2002 as the bar date (the Bar Date) for the
filing of proofs of claim against the Debtors, all as more fully set forth in
the Bar Date Order.  E.On
December 19, 2002, the Loran Group filed two (2) proofs of claim (assigned
Claim Nos. 713 and 722) against the Debtors, purportedly on behalf of
themselves and the Securities Class (the Original Loran Group Securities Class
Proofs of Claim), subsequently amended by proofs of claim (assigned Claim Nos.
1130 and 1131) filed against the Debtors on or about May 29, 2003 (the
Original Loran Group Securities Class Proofs of Claim and amended proofs of
claim hereinafter referred to as the Loran Group Securities Class Proofs of
Claim).  F.On
December 23, 2002, Heywood Waga (Waga) filed two (2) proofs of claim
(assigned Claim Nos. 867 and 935) (collectively, the Waga Proof of Claim),
one against each of the Debtors.  G.In
addition to the Loran Group Securities Class Proofs of Claim and the Waga Proof
of Claim, certain other proofs of claim (collectively, the Other Securities
Proofs of Claim) were filed against one or both of the Debtors on or before
the Bar Date which assert, or may assert claims based upon the violation of
securities laws arising out of the issuance, purchase, acquisition or sale of
securities of Peregrine:  H.On
or before the Bar Date, certain individuals (individually, a Class 9Indemnification Claimant and,
collectively, the Class 9 Indemnification Claimants) filed proofs of claim
asserting a claim or claims against the Debtors for reimbursement, contribution
or indemnity falling within the scope of Bankruptcy Code § 510(b) and
properly classified within Class 9 of the Plan (individually, a Class 9
Indemnification Claim and collectively, the Class 9 Indemnification Claims).  2 
   I.There
are no other proofs of claim or interest asserted, or deemed asserted against
the Debtors within Class 9 of the Plan except the Old PSI Common Interests and
the Proofs of Claim identified in Recitals E through H, above.  J.By
order (the Lead Plaintiff Order) entered by the District Court on or about
January 30, 2003, the Loran Group was designated Lead Plaintiff with
respect to claims alleged in the Securities Action arising from violations of
Section 10(b) and Section 20(a) of the Securities Exchange Act of
1934 (the Section 10 Claims).  K.Pursuant
to the Lead Plaintiff Order, Waga was designated Lead Plaintiff with respect to
claims alleged in the Securities Action arising from violations of
Section 11 of the Securities Act of 1933 (the Section 11 Claims).  L.On
March 17, 2003, the Loran Group and Waga, as lead plaintiffs, filed in the
District Court that certain Consolidated Complaint for Violations of the
Federal Securities Laws (the Consolidated Complaint) on behalf of a class and
sub-classes of persons asserting Section 10 Claims and Section 11
Claims during the Class Period.  M.By
order (the Confirmation Order) entered by the Bankruptcy Court on or about
July 18, 2003, the Bankruptcy Court approved confirmation of that certain
Fourth Amended Plan of Reorganization of Peregrine Systems, Inc. and Peregrine
Remedy, Inc. as Modified, Dated July 14, 2003 (the Plan). The Effective
Date of the Plan occurred on August 7, 2003.  N.Under
the Plan, the following consideration is to be distributed on a Pro Rata basis
to the Holders of Allowed Class 9 Claims/Interest (the Class 9
Consideration): (1) between thirty-three percent (33%) and thirty-seven
percent (37%) of the New PSI Common Stock, the exact percentage to be
determined in accordance with the formula set forth in Section V.B.10 of
the Plan (said portion of the New PSI Common Stock hereinafter referred to as
the Class 9 New PSI Common Stock); and (2) the Litigation Proceeds determined
in accordance with Section VII.I. of the Plan.  P.Peregrine,
the Post-Emergence Equity Committee, on behalf of the Equity Class and the Lead
Plaintiffs, on behalf of the Securities Class, wishing to fully and finally
resolve  3 
   disputes regarding the
allocation of the Class 9Consideration
between themselves, wishing to settle and fix the distributive rights of the
Equity Class, on the one hand, and the Securities Class on the other hand,
under the Plan and wishing to provide for an exchange of a portion of the
distributive rights of the Equity Class, on the one hand, and the Securities
Class, on the other hand, entered into that certain Settlement and Assignment
Agreement, as modified from time to time (the last such modification being
attached as Exhibit A to the Preliminary Order (defined below) and
hereinafter referred to as the Provisional Agreement), and filed a motion
(the Motion) seeking approval of their settlement agreement.  Q.Messrs.
Ariko, Moores, Savoy, Noell and Van den Berg (collectively, the Objecting
Parties) have filed various objections to the Motion. Pursuant to that certain
preliminary order (the Preliminary Order) entered by the Court on
October 3, 2003, the objections of the Objecting Parties to the Motion
were provisionally overruled, except as set forth in the Preliminary Order.  R.The
Parties believe that some or all of the Objecting Parties have or will withdraw
their objections to the granting of the Motion (except as to the issue (the
Privilege Issue) identified in Paragraph (b)(ii) of the Preliminary Order)
provided 225,000 shares of New PSI Common Stock (and no other portion of the
Class 9 Consideration) are set aside for exclusive distribution to all of the
Holders of Class 9 Indemnification Claims in full and final settlement of such
claims.  S.Based
upon the foregoing understanding, the Parties are prepared to enter into this
Agreement, subject to all of the terms and conditions set forth below.  T.All
capitalized terms not otherwise defined herein shall have the same meaning as
set forth either in the Plan or in the Consolidated Complaint.  NOW, WHEREFORE,
Peregrine; the Post-Emergence Equity Committee, on behalf of the Equity Class;
and the Lead Plaintiffs, on behalf of the Securities Class (individually a
Party and, collectively, the Parties), for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, agree as follows:  4 
   1.Incorporation of Recitals  The foregoing Recitals are incorporated herein by reference and are
hereby made an integral part of this Agreement.  2.Allocation of Class 9
Consideration Between Equity Class, Securities Class and Class 9
Indemnification Claims; Management and Control of Litigation Claims; Provision
for Further Distribution of Class 9 Consideration to Members of Each Class;
Other Settlement Provisions  Subject to all of the terms and conditions of this Agreement including,
without limitation, entry of the Final Order and the other conditions set forth
in Section 3, below:  (a)Two hundred and twenty-five thousand
(225,000) shares of the Class 9 New PSI Common Stock (said 225,000 shares hereinafter
referred to as the Class 9 Indemnification Stock) shall be set aside and
allocated exclusively for distribution to the Holders of Class 9
Indemnification Claims. Distributions to the Holders of Class 9 Indemnification
Claims shall be made exclusively from the Class 9 Indemnification Stock in full
and final settlement of all of the Class 9 Indemnification Claims and the
Holders of such Class 9 Indemnification Claims shall not be entitled to a
distribution of any other portion of the Class 9 Consideration. The allocation
and distribution of the Class 9 Indemnification Stock to individual Holders of
Class 9 Indemnification Claims shall be subject to a stipulation by and between
all Holders of Class 9 Indemnification Claims or further Order of the Bankruptcy
Court, upon notice to all of the other Parties and to all individuals and
entities who have timely filed Class 9 Indemnification Claims. Pending such
stipulation or further order(s) of the Bankruptcy Court, the Class 9
Indemnification Stock shall be held by Peregrine in trust for the Holders of
Class 9 Indemnification Claims. (The requirement that the Court approve the
provisions of this Section 2(a) of the Agreement and provide that said
provisions be binding upon all of the Class 9 Indemnification Claimants is
hereinafter referred to as the Settlement Condition).  5 
   (b)After setting aside the Class 9
Indemnification Stock, eighty-five percent (85%) of the balance of the Class 9
New PSI Common Stock shall be distributed Pro Rata to members of the Equity
Class in accordance with the terms and conditions of the Plan.  (c)After setting aside the Class 9
Indemnification Stock, fifteen percent (15%) of the balance of the Class 9 PSI
New Common Stock shall be allocated to the Securities Class and distributed to
the Successor Litigation Trustee (defined below) for the sole and exclusive
benefit of the Securities Class. Further, the Successor Litigation Trustee
shall hold any and all Litigation Proceeds (including, without limitation, any
unused portion of the $3.2 million advanced to the Litigation Trust pursuant to
Article VII I. of the Plan), in trust for the sole and exclusive benefit
of the Securities Class. The Successor Litigation Trustee may only distribute
the Class 9 New PSI Common Stock allocated to the Securities Class pursuant to,
and consistent with order(s) of the District Court (or any successor court
having jurisdiction over the Securities Action). The portion of the Class 9 New
PSI Common Stock held by the Successor Litigation Trustee herein shall, pending
distribution to the members of the Securities Class in accordance with the
provisions hereof, be held subject to the terms and conditions of the Amended
Litigation Trust Agreement (defined below) (which shall provide, among other
things, that the Successor Litigation Trustee may only vote, sell, distribute
or otherwise transfer said Class 9 New PSI Common Stock in accordance with
written instructions given by or on behalf of the Lead Plaintiffs and/or any
order of the District Court (or any successor court having jurisdiction over
the Securities Action)).  (d)The Parties acknowledge that individuals or
entities may be members of the Equity Class and/or the Securities Class and
that their entitlement to receive distributions under the Plan, pursuant to the
Securities Action or otherwise as a member of the Equity Class shall not in any
way affect or impair their rights to receive distributions as a member of the
Securities Class, and vice versa.  (e)The Post-Emergence Equity Committee shall
remove Joseph Meyers as Litigation Trustee and appoint an individual or
individuals nominated by the Loran Group as the  6 
   successor
Litigation Trustee (the Successor Litigation Trustee) pursuant to Sections
7.3 and 7.4 of the Litigation Trust Agreement. The identity of the Successor
Litigation Trustee shall be disclosed in a pleading to be filed by the Loran
Group with the Bankruptcy Court no later than five (5) days prior to the final
hearing on the Motion (the Final Hearing) and the appointment of the
Successor Litigation Trustee shall be subject to the reasonable consent and
approval of Waga. Further, the Post-Emergence Equity Committee shall assign to the
Lead Plaintiffs, or their nominee, all of its rights, responsibilities,
obligations, privileges and remedies under the Litigation Trust Agreement, and
shall be released from any further obligations or responsibilities under the
Litigation Trust Agreement, which obligations and responsibilities shall be
assumed by the Lead Plaintiffs, or their nominee. Peregrine and the Successor
Litigation Trustee shall enter into an amended Litigation Trust Agreement (the
Amended Litigation Trust Agreement), conforming it to all of the terms and
conditions of this Agreement, which Amended Litigation Trust Agreement shall be
filed with the Bankruptcy Court at least five (5) days prior to the Final
Hearing,  (f)Peregrine will use reasonable best efforts to
fully cooperate in good faith with the Lead Plaintiffs and the Successor
Litigation Trustee in the prosecution of the Litigation Claims. Promptly upon
entry of the Final Order (defined below), Peregrine shall (a) provide to Lead
Plaintiffs and the Successor Litigation Trustee all documents reasonably
requested by them including, but not limited to, those previously provided to
the Securities and Exchange Commission and Department of Justice, (b) make
employee witnesses available to the Successor Litigation Trustee and the Lead
Plaintiffs for interviews and/or deposition, (c) take reasonably necessary
steps to ensure the preservation of evidence, including electronic records,
e-mail and computer hard drives, and (d) deem the Successor Litigation Trustee
to be the successor in interest to the attorney-client and work-product
privileges formerly held by the Debtors with respect to the Litigation Claims,
and Peregrine agrees to share everything that is within the attorney-client and
work-product privileges with the Successor Litigation Trustee, and because the
Successor Litigation Trustee shall be a successor to the Debtors
attorney-client and work-  7 
   product
privileges, such a sharing will not be deemed a waiver of the attorney-client
and work-product privileges.  3.Conditions Precedent  The obligations of the Parties pursuant to Section 2 of this
Agreement shall be subject to the entry by the Bankruptcy Court of a final
order in the form, or substantially in the form attached hereto as Exhibit A
approving this Agreement and, specifically, approving Section 2(a) hereof
and making such determination binding upon all actual or potential Holders of
Class 9Indemnification Claims,
in form and substance reasonably satisfactory to the Parties. Unless the
foregoing condition is satisfied or waived by all of the Parties in writing,
this Agreement shall be of no force and effect and the Parties shall continue
to be bound by the terms and conditions of the Provisional Agreement.  4.Covenants  (a)All of the Parties agree to use their
reasonable best efforts to obtain entry of the Final Order on or before the
deadline contemplated by this Agreement.  (b)Subject to entry of the Final Order, the
Parties each covenant and agree to take such actions, and to execute such
documents are may be reasonably necessary to carry out the purpose and intent
of this Agreement, including, without limitation, any formal assignment
documents or notices reasonably necessary to carry out the purpose and intent
of Section 2 of this Agreement.  5.Notices  (a)Unless otherwise provided in this Agreement,
all notices or demands to any party relating to this Agreement shall be in
writing and shall be personally delivered or sent by registered or certified
mail (postage prepaid, return receipt requested), overnight courier, or
facsimile at its address as set forth below:  8 
   To the Post-Emergence
  Equity Committee:Lawrence C. Gottlieb,
  Esq.Kronish Lieb Weiner
  & Hellman LLP1114 Avenue of the
  AmericansNew York, NY 10036Telephone:
  (212) 479-6140Facsimile:
  (212) 479-6275To Peregrine:Irell & Manella, LP1800 Avenue of the
  Stars, #900Los Angeles, CS
  90067-1574Attn: Ken Heitz, Esq.Telephone:
  310-277-1010Facsimile:
  310-203-7199Jeremy V. Richards,
  Esq.Pachulski, Stang,
  Ziehl, Young, Jones & Weintraub PC10100 Santa Monica
  Blvd., #1100Los Angeles, CA 90067Telephone:
  310-277-6910Facsimile:
  310-201-0760To the Loran Group:Solomon B. Cera, Esq.Gold Bennett Cera &
  Sidener LLP595 Market Street,
  Suite 2300San Francisco, CA
  94105-2835Telephone:
  415-777-2230Facsimile:
  415-777-5189To Waga:Jeffrey Abraham, Esq.Abraham &
  AssociatesOne Penn Plaza, Suite
  1910New York, New York
  10119Telephone:
  (212) 714-2444Facsimile:
  (212) 279-3655  9 
   6.Payment of Expenses.  In the event any action shall be required to interpret, implement,
modify, or enforce the terms and provisions of this Agreement, or any documents
or instruments implementing this Agreement, any such action may only be brought
before the Bankruptcy Court or the District Court where the Securities Action
is pending.  7.Governing Law.  This Agreement shall be construed and interpreted in accordance with
and shall be governed by the laws of the State of California, without regard to
the conflict of laws principles thereof.  8.Complete Agreement of
Parties.  This Agreement constitutes the entire agreement of the Parties arising
out of, related to or connected with the subject matter of this Agreement. Any
supplements, modifications, waivers or terminations of this Agreement shall not
be binding unless executed in writing by the Parties to be bound thereby. No
waiver of any provision of this Agreement shall constitute a waiver of any
other provisions of this Agreement (whether similar or not), nor shall such
waiver constitute a continuing waiver unless otherwise expressly so provided.  9.Execution In Counterparts;
Facsimile Execution.  This Agreement may be executed in any number of counterparts each of
which, when so executed and delivered, shall be deemed an original, and all of
which together shall constitute but one and the same agreement. Delivery of an
executed counterpart of this Agreement by facsimile shall be equally as
effective as delivery of a manually executed counterpart. Any party hereto
delivering an executed counterpart of this Agreement by facsimile shall also
deliver a manually executed counterpart, but the failure to so deliver a
manually executed counterpart shall not affect the validity, enforceability or
binding effect hereof.  10.NoAdmission
of Liability  Nothing herein shall be deemed, or construed to be an admission of
liability by Peregrine or the Debtors to any third parties including, without
limitation, the Holders of any Class 9  10 
   Subordinated
Claims/Interests and this Agreement may not be used as evidence of any such
liability either in the Bankruptcy Case or in any other proceeding. Nothing
herein shall be deemed an agreement or admission as to the validity,
enforceability or allowability of any individual Class 9Claim or Class 9 Interest. Further,
nothing herein shall be deemed an admission that the Debtors have any liability
with respect to any Class 9 Indemnification Claim.  11.Headings.  All headings contained herein are for convenience purposes only, and
shall not be considered when interpreting this Agreement.  Dated:              ,
  2003POST-EMERGENCE
  EQUITY COMMITTEEBy:Its:
  Chair
  Person and Authorized RepresentativeLORAN
  GROUPBy:By:
  Solomon
  Cera, Esq.Counsel
  for the Loran GroupPEREGRINE
  SYSTEMS, INC.,A
  Delaware CorporationBy:Its:HEYWOOD
  WAGABy:Jeffrey
  Abraham, Esq.Counsel
  for Heywood Waga  11 
   Approved
as to form and content:  Kronish
  Lieb Weiner & Hellman LLPBy:Lawrence
  C. Gottlieb, Esq.Attorneys
  for Post-Emergence Equity CommitteeGold
  Bennett Cera & Sidener, LLPBy:Solomon
  B. Cera, Esq.Attorneys
  for the Securities Class / Co-Lead PlaintiffIrell
  & Manella LLPBy:Ken
  Heitz, Esq.Attorneys
  for Peregrine Systems, Inc.Pachulski,
  Stang, Ziehl, Young, Jones & Weintraub P.C.By:Jeremy
  V. RichardsAttorneys
  for Peregrine Systems, Inc.ABRAHAM
  & ASSOCIATESBy:Jeffrey
  AbrahamAttorneys
  for Heywood Waga  12