Exhibit 99.3  IN THE UNITED STATES BANKRUPTCY COURT  FOR THE DISTRICT OF DELAWARE  In re:
  )
  Chapter 11)PEREGRINE SYSTEMS, INC., et a.l,
  )
  Case Nos. 02-12740 (JKF))
  (Jointly Administered)Debtors.,
  ))
  Hearing Date: November 4, 2003 at 9:00 a.m.)  NOTICE OF FILING OF AMENDED LITIGATION TRUST
AGREEMENT  TO ALL PARTIES AND THEIR COUNSEL OF RECORD:  PLEASE TAKE NOTICE that on October 31, 2003, the Amended
Litigation Trust Agreement, attached hereto as Exhibit 1, was filed with the
Court.  Dated:
  October 31, 2003
  GOLD
  BENNETT CERA & SIDENER LLP595
  Market Street, Suite 2300
  San Francisco, California 94105
  Telephone: (415) 777-2230
  Facsimile: (415) 777-5189By:
  /s/ Solomon B. CeraSolomon B. CeraAttorneys
  for the Loran Group  1 
    EXHIBIT 1  
   AMENDED
LITIGATION TRUST AGREEMENT  THIS AMENDED LITIGATION TRUST AGREEMENT (Amended Trust Agreement),
dated and effective as of the appointment of the Successor Litigation Trustee,
is made by and between Peregrine Systems, Inc., a Delaware corporation (PSI),
on the one hand, and Robert Charles Friese, as Successor Litigation Trustee
(Trustee), on the other hand, and is being entered into to facilitate the
implementation of the Plan, which, inter
alia,pursuant to Paragraph VII.I. of the Plan, provides for the
establishment of a Litigation Trust to retain and preserve certain Litigation
Claims for enforcement by the Trustee, and pursuant to that certain Amended
Settlement Agreement, dated as of October 14, 2003, by and between PSI,
the Post-Emergence Equity Committee, the Loran Group, and Heywood Waga.
Pursuant to the foregoing Amended Settlement Agreement and this Amended Trust
Agreement, the beneficiaries of the Litigation Trust are the members of the
Class (and Sub-Classes) identified in the Consolidated Complaint for Violations
of the Federal Securities Laws, filed March 17, 2003 in In re Peregrine Systems, Inc. Securities Litigation,Case
No. O2-CV-O870 J(RBB) pending in the United States District Court for the
Southern District of California.  1.Definitions. 
Unless otherwise defined below or elsewhere in this Amended Trust
Agreement, all capitalized terms contained herein shall have the respective
meanings specified in the Plan, or in the Bankruptcy Code as in effect on the
Effective Date:  1.1Amended Settlement Agreement means
that certain agreement entered into as of October 14, 2003 by and between
Peregrine Systems, Inc., the Post-Emergence Equity Committee, on behalf of
itself and all holders of Old PSI Common Interests as of the Effective  1 
   Date, the Loran Group and Heywood Waga, in their capacities as Co-Lead
Plaintiffs in the Securities Action, on behalf of themselves and all other
persons and entities who purchased or otherwise acquired the securities of
Peregrine Systems, Inc. from July 22,1999 through May 3, 2002, as approved
by the Bankruptcy Court.  1.2Avoidance Action means an adversary proceeding, lawsuit or
other proceeding with respect to Rights of Action arising under §§544-550 and
553 of the Bankruptcy Code.  13Bankruptcy Code means the Bankruptcy Reform Act of 1978, as
amended, as set forth in title 11 of the United States Code, 11 U.S.C. §§101 et
seq., as now in effect or hereafter amended.  1.4Bankruptcy Court means the United States Bankruptcy Court for
the District of Delaware or such other court of competent jurisdiction as may
be administering the Chapter 11 Cases or any part thereof.  15Beneficiaries means, collectively, the members of the
Class and Sub-Classes as defined in the Consolidated Complaint for Violations
of the Federal Securities Laws, filed on March 17, 2003 in the Securities
Action.  1.6Chapter 11 Case mean the case commenced under Chapter 11 of
the Bankruptcy Code by the Debtor on the Petition Date and pending before the
Bankruptcy Court.  1.7Claim means any claim against the Debtor or any of
them within the meaning of Section 101(5) of the Bankruptcy Code which is
not an Administrative Expense, including, without limitation, claims of the
kind specified in §§ 502(g), 502(h) or 502(i) of the Bankruptcy Code.  2 
   1.8Counterclaim means any claim asserted against any
Participant arising under, relating to or in connection with the prosecution by
the Trustee of any Litigation Claims.  1.9Current D&O Policies means those certain, separate, claims made
directors and officers liability insurance policies covering PSI, its
subsidiaries, and directors, officers, and other executives thereof, issued by
National Union (primary), Chubb (first layer excess) and TIG Insurance Company
(second layer excess), as may have been amended, supplemented or modified from
time to time.  1.10Determination shall have the meaning set forth in
Paragraph 7.7 hereof.  1.11District Court means the United States District Court for
the Southern District of California in which the Securities Action is pending.  1.12Estates means the estates created pursuant to
Section 541(a) of the Bankruptcy Code upon the commencement of the Chapter
11 Case.  1.13Trust Account means a separate trust account maintained by
the Trustee (at a national or state chartered banking association having at
least $500,000,000 in assets) for the payment of Trust Administrative Expenses
and the distribution to Beneficiaries of proceeds of the Trust.  1.14Initial Funding Amount shall have the meaning set forth in
Paragraph 5.1 hereof.  1.15Lead Plaintiffs means the Loran Group and Heywood Waga, the
court appointed Co-Lead Plaintiffs and their counsel in the Securities Action.  1.16Litigation Claims means all Rights of Action belonging to the
Estates as of the Effective Date of the Plan, other than those arising in the
ordinary course of the  3 
   Debtors businesses or in the administration of the Chapter 1 Cases,
and shall include, without limitation, the following Rights of Action: (i) any
and all claims which the Estates have, or may have against former officers
and/or directors of PSI for negligence, breach of fiduciary duty, insider
trading or any other breach of duties imposed by law; (ii) any and all claims
against Arthur Andersen or KPMG, their subsidiaries, parents and/or affiliates,
arising out of, or relating to accounting services provided by either of them
to the Debtors; (iii) any and all claims of the Debtors arising under or in
connection with the Current D&O Policies; (iv) any Avoidance Actions; and
(v) any and all claims initially brought or alleged against third parties as
derivative claims, including, without limitation, those claims asserted in the
derivative complaints filed in the Delaware Chancery Court, the Superior Court
of the State of California for the County of San Diego and the United States
District Court for the Southern District of California purportedly onbehalf of PSI, against some of PSIs present
and former directors and officers and its former independent auditor.  1.17Litigation Claims Proceeds means
any and all proceeds derived from the Litigation Claims.  1.18Litigation Trustee Compensation Disclosure
shall mean the written disclosure filed by the Loran Group on October 21,
2003 attached hereto as Exhibit A and incorporated herein by this reference,
disclosing the identity of the Trustee hereunder, his/her credentials, any and
all relevant affiliations, connections or actual or potential conflicts of
interest and the fees and expenses to be charged by the Trustee to the Trust in
connection with the services provided by the Trustee to the Trust in carrying
out his duties and obligations under this Amended Trust Agreement.  4 
   1.19Loran Group means collectively
David Levy, Leighton Powell, David Schenkel, John Virden, Conrad Willemse, Bill
Holman, Bob Benesko, Michael Slavich, Richard Maheu and Mark Rollins in their
capacities as Co-Lead Plaintiffs in the Securities Action, and their counsel in
the Securities Action.  1.20Losses shall have the meaning set forth in
Paragraph 6.5 hereof.  1.21Participants means, collectively, the Trust (including
the Trust Assets), the Trustee, the Debtors, the Reorganized Debtors, the
Beneficiaries and the Lead Plaintiffs.  1.22Person means an individual, partnership,
corporation, limited liability company, business trust, joint stock company,
trust, unincorporated association, joint venture, governmental authority,
governmental unit or other entity of whatever nature.  1.23Petition Date means the date on which the Debtors filed their petitions for relief
under Chapter 11 of the Bankruptcy Code.  1.24Plan means that certain Fourth Amended Plan of
Reorganization of Peregrine Systems, Inc., and Peregrine Remedy, Inc., as
modified, dated July 14, 2003, as confirmed by the Bankruptcy Court, and
any amendment thereto as approved by the Bankruptcy Court.  1.25PSI means Peregrine Systems, Inc., a Delaware
corporation, in its corporate capacity or other capacity and, as appropriate,
in its capacity as a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code in its Chapter 11 Case or in its capacity as Reorganized PSI.  1.26Remedy means Peregrine Remedy,
Inc., a Delaware corporation, in its corporate capacity or other capacity and,
as appropriate, in its capacity as a debtor and debtor-in-  5 
   possession under Chapter 11 of the Bankruptcy Code in its Chapter 11
Case or in its capacity as Reorganized Remedy.  1.27Reorganized Debtors means Reorganized PSI and Reorganized
Remedy.  1.28Reorganized PSI means PSI on and after the Effective Date.  1.29Reorganized Remedy means Remedy on and after the Effective
Date.  1.30Rights of Actionmeans any and all claims, demands, rights,
defenses, actions, causes of action, suits, contracts, agreements, obligations,
accounts, defenses, offsets, powers and privileges of any kind or character
whatsoever, known or unknown, suspected or unsuspected, whether arising prior
to, on or after the Petition Date, in contract or in tort, at law or in equity,
or under any other theory of law, held by any of the Debtors against any
Person, including but not limited to (and, thus, by example only): (i) rights
of setoff, counterclaim, or recoupment; (ii) claims on contracts or for
breaches of duties imposed by law; (iii) the right to object to Claims; (iv)
claims or defenses based on fraud, mistake, duress or usury; and (v) refunds of
overpayments on Claims or Administrative Expenses.  1.31Securities Action means the class action lawsuit captioned In re Peregrine Systems, Inc. Securities Litigation,Case
No. 02-CV-0870  J(RBB) pending in the
United States District Court for the Southern District of California.  1.32Trust means the trust formed pursuant to this
Amended Trust Agreement, the principal assets of which shall comprise the
Litigation Claims, the Initial Funding Amount and the Litigation Claims
Proceeds.  1.33Trust Administrative
Expenses means all
reasonable costs, expenses  6 
   and fees (including, without limitation, all reasonable costs, expenses
and fees incurred by the Trustee in employing attorneys, accountants, experts,
consultants, advisors, investigators, clerical personnel or other professionals
to represent or assist the Trustee in carrying out the Trustees powers and
duties under this Amended Trust Agreement), incurred in connection with; (i)
administering and maintaining the Trust and administering, collecting and distributing
the Trust Assets in accordance with the terms of this Amended Trust Agreement;
(ii) compliance with applicable laws; (iii) prosecuting the Litigation Claims;
or (iv) defending Counterclaims; (y) all amounts specifically designated herein
to be paid as Trust Administrative Expenses and (z) all amounts payable to
parties entitled to indemnification pursuant to Paragraphs 6.5 and 7.7 hereof.  1.34Trust Assets means and refers collectively to: (i) the
Litigation Claims; (ii) Litigation Claims Proceeds; (iii) the Initial Funding
Amount; (iv) the assets or investments, if any, hereafter acquired by the
Trust; and (v) the proceeds of and recoveries on each of the foregoing
including, without limitation, any interest or other income earned thereon,
less any assets distributed or Trust Administrative Expenses paid.  1.35Trustee means Robert Charles Friese, who is an
individual selected by the Loran Group and whose identity, credentials and any
relevant affiliations was disclosed in The Loran Groups Designation of Robert
Charles Friese, Esq. As Successor Litigation Trustee, filed in the Bankruptcy
Court on October 21, 2003, or any successor thereto appointed as provided
for herein.  1.36Unclaimed Propertyshall have the meaning set forth in Paragraph
5.4.2 hereof.  1.36Waga means Heywood Waga in his capacity as
Co-Lead Plaintiff in the  7 
   Securities Action, and his
counsel in the Securities Action.  2.Establishment Of Trust.  2.1Declaration of Trust.  In
order to declare the terms and conditions of the Trust and in consideration of
the confirmation of the Plan pursuant to the Bankruptcy Code, and approval of
the Amended Settlement Agreement, the Debtor has executed this Amended Trust
Agreement and hereby absolutely and unconditionally transfers and assigns to
the Trustee all of its respective right, title and interest, in and to the
Litigation Claims and all other Trust Assets to have and to hold unto the
Trustee forever, in trust nevertheless, under and subject to the terms and
conditions set forth herein for the benefit of the Beneficiaries.  2.2Purpose.  The
parties to this Amended Trust Agreement hereby declare and agree that the Trust
is being established for the sole purposes of pursuing, prosecuting,
abandoning, releasing, litigating, settling, compromising and liquidating the
Litigation Claims, reducing all Litigation Claims Proceeds to cash to the
extent practicable and necessary and distributing to the Beneficiaries such
proceeds in accordance with the terms and conditions set forth herein, as well
as holding the portion of the Class 9 New PSI Common Stock allocable to the
Beneficiaries pursuant to the Amended Settlement Agreement and voting and
disposing of said stock pursuant to the instructions of the Lead Plaintiffs and
order(s) of the District Court as more fully set forth in the Amended
Settlement Agreement.  2.3Trustees Acceptance.  The
Trustee, by executing this Amended Trust Agreement, hereby accepts the Trust
imposed upon it by this Amended Trust Agreement and hereby agrees to observe
and perform that Trust, upon and subject to all of the terms and conditions set
forth herein.  8 
   3.Conduct Of Litigation.  3.1Prosecution of Litigation
Claims, Defense of Counterclaims and Settlement Thereof. 
Subject to the express terms hereof, the Trustee is hereby empowered to
pursue, prosecute, abandon, release, litigate, settle, compromise and liquidate
all Litigation Claims and defend all Counterclaims against any of the
Participants in the Trustees discretion, without the consent, authority or
approval of any third parties, including, without limitation, the Bankruptcy
Court, except that the Lead Plaintiffs consent to any such release, settlement,
compromise or liquidation shall be obtained in advance thereof.  3.2Retention of Attorneys,
Accountants, and Other Professionals.  3.2.1The
Trustee may retain such law firms as counsel to the Trust as the Trustee may
select to aid in the prosecution of the Litigation Claims and the defense of
the Counterclaims and to perform such other functions as may be appropriate in
furtherance of the intent and purpose of this Amended Trust Agreement,
including without limitation, determining if any separate documents are
necessary to be executed and/or filed with the applicable courts handling each
Litigation Claim to effectuate the transfer or assignment of the Litigation
Claims to the Trust as provided under the Plan.  3.2.2The
Trustee may retain such other experts, advisors, consultants, agents, clerical
personnel or other professionals as the Trustee may deem necessary or
appropriate to assist the Trustee in carrying out its powers and duties under
this Amended Trust Agreement.  3.2.3The
Trustee shall make all reasonable and customary arrangements for payment or
reimbursement of the compensation and expenses of any professionals, including  9 
   but not limited to attorneys.  3.2.4Subject
to the provisions of Paragraph 7.6 hereof, the Trustee shall pay compensation
and expenses due to professionals from the Trust Account as Trust
Administrative Expenses.  4. General Powers, Rights And Obligations Of The
Trustee.  4.1Title to Trust Assets.  The Trustee shall hold legal title to all
Trust Assets on such terms, in such manner and with such powers as the Trustee
may determine shall be necessary to carry out the terms hereof.  4.2Trust Account.  The
Trustee shall maintain in an appropriate Trust Account(s) all funds received
from any source. The Trustee shall make all distributions and shall pay all
Trust Administrative Expenses from the Trust Account.  4.3Additional Powers.  4.3.1Except
as otherwise provided in this Amended Trust Agreement, without prior or further
authorization, the Trustee may control and exercise authority over the Trust
Assets, over the management and disposition thereof, and over the management
and conduct of the business of the Trust to the same extent as if the Trustee
were the sole legal and beneficial owner thereof in its own right. No Person
dealing with the Trust shall be obligated to inquire into the authority of the
Trustee in connection with the management or disposition of Trust Assets.  4.3.2In
furtherance and not in limitation of the foregoing, except as provided in this
Amended Trust Agreement and in addition to any other powers, rights, or
authority expressly delegated to the Trustee pursuant lo the other provisions
of this Amended  10 
   Trust Agreement, without limitation of its power and authority, the
Trustee, subject to the approval, obtained in advance, of the Lead Plaintiffs,
shall have the power and authority to: (i) accept the assets transferred and
provided to the Trust pursuant to this Amended Trust Agreement and the Plan;
(ii) distribute Trust Assets to Beneficiaries in accordance with the terms of
this Amended Trust Agreement; (iii) endorse the payment of notes or other
obligations of any Person or make contracts with respect thereto; (iv) sell,
assign, transfer or encumber all or any portion of the Trust Assets; (v) remove
all or any part of the assets of or the situs of administration of the Trust
from one jurisdiction to another jurisdiction in the United States at any time
or from time to time; (vi) borrow such sums of money at any time and from time
to time for such periods of time upon such terms and conditions from such
Persons (including any fiduciary hereunder) and for such purposes as the
Trustee may deem advisable, so long as the terms of any such borrowing provide that no
recourse shall be had to the Trustee, any Debtor, or Reorganized Debtor, the
Lead Plaintiffs, or the Beneficiaries.  4.4Reports and Notices  4.4.1At
least annually and, in any event, upon any interim distribution and upon the
liquidation of the Trust pursuant to Paragraph 5.2, the Trustee shall produce
and furnish to PSI and the Lead Plaintiffs a report showing all transactions
consummated by the Trust during the report period, including the status of the
Litigation Claims, all resolutions of Litigation Claims or Counterclaims,
payments made or received in respect thereof and all other receipts or
disbursements, including disposition of the Class 9 New PSI Common Stock. The
Trustee will also report to the Lead Plaintiffs the disposition of any
Litigation Claims, a change in attorneys for the Trustee, the resignation of
the Trustee and any other material development that it deems  11 
   of importance to the Beneficiaries. Nothing herein shall preclude Lead
Plaintiffs from requesting any additional interim reports from the Trustee, and
upon such reasonable request, the Trustee shall provide such reports to Lead
Plaintiffs.  4.4.2Such
reports shall be prepared by the Trustee in accordance with such accounting
principles as may be applicable to an entity such as the Trust.  4.4.3The
Trustee shall also prepare and provide to or file with the appropriate parties
such notices, tax returns and other filings as may be required by applicable
laws.  4.5Consultations with Lead Plaintiffs.  The Trustee shall cooperate with the Lead
Plaintiffs on the status of the prosecution of the Litigation Claims and the
defense of any Counterclaims and on any other material matters relating to the
Trust. Without the consent of the Lead
Plaintiffs, the Trustee shall not approve any settlement of the Litigation
Claims, sale or other disposition of any Trust Asset or the imposition of any
lien or encumbrance on any Trust Asset or the making of any distribution
hereunder.  4.6Investment of Trust Assets. The Trustee
shall invest the funds in the Trust Account(s) in its sole and absolute
discretion in government securities (as such term is defined in
Section 2(a)(l6) of the Investment Company Act of 1940, as amended);
provided, however, that the Trustee may, to the extent deemed necessary by the
Trustee in its sole and absolute discretion to implement the provisions of this
Amended Trust Agreement, deposit funds in demand deposits at any bank or trust
company which has, at the time of such deposit, a capital stock and surplus
aggregating at least Five Hundred Million Dollars ($500,000,000). The Trustee
shall make such investments in such amounts and at such times as may be deemed
necessary by  12 
   the Trustee in its sole and absolute discretion to provide funds when
needed to make payments from the Trust Assets, If at any time it shall become
necessary to comply with the provisions of this Amended Trust Agreement, the
Trustee shall effect such redemption or sale, in such manner and at such time
as the Trustee, in its discretion, deems reasonable.  5.Funding Of Trust And Application Of Recoveries.  5.1Funding.  On or as soon as practicable after this Amended Trust Agreement
is executed by the parties hereto, Reorganized PSI shall remit $3.2 million to
the Trustee for deposit into the Trust Account(s) (the Initial Funding
Amount), less any sums that have previously been approved by the Bankruptcy
Court for payment to counsel working on the Litigation Claims prior to the date
of approval of this Amended Trust Agreement. Subject to Section 6.5
hereof, unless the Reorganized Debtor expressly consents otherwise, the
Reorganized Debtor shall have no further or other obligation(s) to fund the
administration of the Trust and/or pay any related costs or expenses.  5.2Final Distribution of Trust Assets.  As soon as reasonably practicable following
the earlier of: (i) termination of the Trust in accordance with Paragraph 9; or
(ii) the final resolution of all Litigation Claims, whether by settlement,
final judgment or voluntary dismissal with prejudice and the collection of all
sums due to the Trust in respect of such resolution, the Trustee, subject to
the prior approval of the Lead Plaintiffs, shall liquidate, to the extent
practicable and necessary, all of the non-cash Trust Assets. Subject to
Paragraph 5.2.2, upon completion of such liquidation, the Trustee shall
distribute all the Trust Assets, less an amount reasonably estimated by the
Trustee to be sufficient to satisfy any additional Trust Administrative
Expenses which may be incurred, as follows:  13 
   5.2.1First, to the extent not
previously paid, to the satisfaction of all Trust Administrative Expenses; and  5.2.2Second,
to the Beneficiaries pursuant to an order or orders of the District Court.  5.3.3If
any distribution made by the Trustee is returned to the Trustee as
undeliverable or any check or other similar instrument or distribution made by
the Trustee remains uncased or unclaimed after 180 days, such distribution
shall be deemed Unclaimed Property. As soon as practicable after the return
of all Unclaimed Property and the expiration of such 180 day period, the
Trustee shall pool all such Unclaimed Property and any interest or dividend on
or proceeds thereof and distribute all such amounts (less any unpaid Trust
Administrative Expenses), subject to approval of the Lead Plaintiffs and an order
of the District Court, to the Beneficiaries (other than Beneficiaries whose
distributions became Unclaimed Property) in accordance with the preceding
provisions of this Article 5. Nothing herein shall preclude the Trustee
from retaining the services of a Claims Administrator in connection with
distributions from the Trust made pursuant to procedures approved by an
order(s) of the District Court, which may differ from the above.  6.General Obligations Of The Debtor, The Reorganized
Debtor And Their Respective Successors In Interest.  6.1Transfer of Assets.  The Reorganized Debtor, and its successors
in interest, shall execute and deliver to the Trustee any documents reasonably
requested by PSI and the Lead Plaintiffs to transfer and assign the Trust Assets
to the Trustee or to substitute other counsel in the place and stead of any
existing counsel handling any Litigation Claims or to permit  14 
   the Trustee to carry out its obligations under this Trust.  6.2Powers of Attorney.  The
Reorganized Debtor, and its successors in interest, shall execute and deliver
to the Trustee such powers of attorney and other documents satisfactory to the
Trustee to enable the Trustee to file pleadings and execute any documents as
necessary or appropriate to prosecute the Litigation Claims and defend
Counterclaims.  6.3Access to Records.  The Debtors and the Reorganized Debtors, and
the- respective successors in interest, shall provide the Trustee with such
reasonable access to their books and records as the Trustee may reasonably
require for the purpose of performing its duties and exercising its powers
hereunder. The provisions of the Amended Settlement Agreement and the
Stipulation Resolving Objection by John J. Moores, Charles E. Noell, III,
Norris van den Berg, William D. Savoy, Richard A. Hosley, and Richard T. Nelson
to Final Approval of Joint Motion Pursuant to Federal Rules of Civil Procedure
23(a), 23(b)(l)(B) and 23(e) to (A) Certify Classes for Settlement Purposes Only,
(B) Appoint Settlement Class Representatives, (C) Approve Settlement Agreement,
(D) Estimate Value of Class 9 Officer and Director Indemnity Claims for
Purposes of Settlement and Plan Distributions, and (E) Approve Adequacy of
Notice Procedures (DKT #2489), as approved by the Bankruptcy Court, shall be
adhered to by the Reorganized Debtor and the Trustee, and are incorporated
herein as though fully set forth.  6.4Cooperation. The Reorganized Debtor,
and its successors in interest, shall take reasonable measures to cause their
employees to be available as witnesses and to be available for such
depositions, interviews and other proceedings as the Trustee may reasonably
deem necessary or appropriate in connection with the prosecution of the
Litigation Claims and the defense of the Counterclaims. The Debtors and the
Reorganized Debtors, and their respective  15 
   successors in interest, shall be entitled to reimbursement for
reasonable out-of-pocket expenses incurred in connection with the foregoing as
Trust Administrative Expenses.  6.5Exculpation.  Except for the obligation to fund the Initial Funding Amount, no
Reorganized Debtor shall be liable to any Participant or any third party for
any losses, claims, costs, expenses and liabilities (including legal fees,
costs and expenses) and any costs of defending any action (collectively
Losses) to which they may become subject by reason of the establishment of
this Trust or the administration thereof or any acts of any Reorganized Debtor
performed in the furtherance of its duties hereunder except for such acts as
shall constitute fraud, willful misconduct or gross negligence. Except as
expressly set forth above, the Reorganized Debtor shall be defended, held harmless
and indemnified from time to time from the Trust Assets as a Trust
Administrative Expense against any and all Losses to which such Reorganized
Debtor may be subject by reason of this Amended Trust Agreement and the
performance by the Reorganized Debtor of their obligations hereunder. The
officers, employees and agents of the Reorganized Debtor shall likewise be
defended, held harmless and indemnified. The Trustee may obtain, in his
discretion, subject to approval by the Lead Plaintiffs, at the reasonable
expense of the Trust, as a Trust Administrative Expense, insurance against any
such claims of liability, damage awards and settlement.  7.The Trustee.  7.1Trustee Not a Beneficiary.  The Trustee shall not be a Beneficiary.  7.2Resignation. The Trustee may resign as
such by executing and delivering an instrument in writing to the Lead
Plaintiffs, with notice to the Reorganized Debtor; provided, however, that the
Trustee shall continue to serve as Trustee after his resignation until the time  16 
   when appointment of a successor Trustee shall become effective in
accordance with Paragraph 7.4 hereof.  7.3Removal.  The Lead Plaintiffs may at any time remove the Trustee, for good
cause, in their sole discretion, provided that the Trustee shall continue to
serve as Trustee after his removal until the earlier of: (i) the time when
appointment of a successor Trustee shall become effective in accordance with
Paragraph 7.4 or (ii) such earlier date as the Lead Plaintiffs shall otherwise
determine.  7.4Appointment of Successor Trustee.  In the event of the death or incompetency
(in the case of a Trustee that is a natural person), dissolution (in the case
of a Trustee that is a corporation or other entity), resignation, or removal of
the Trustee, the Lead Plaintiffs shall have the authority to appoint a
successor Trustee. Such appointment shall specify the date on which such
appointment shall be effective (Successor Trustee Appointment Date). Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Lead Plaintiffs and to the retiring Trustee an instrument accepting such
appointment, and thereupon, without any further act, deed or conveyance, such
successor Trustee shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee, all the Trust Assets shall be transferred to
the successor Trustee and the retiring Trustee shall have no continuing rights,
duties or obligations with respect to this Trust or any parties thereto (it
being understood and agreed that nothing herein is intended to discharge the
retiring Trustee of any liability under Paragraph 7.7 or to relieve the Trust
of any indemnification obligation it may have under Paragraph 7.7). Written
notice of the appointment of any successor Trustee and its terms of
compensation for services rendered pursuant to the Amended Trust Agreement
shall be promptly  17 
   filed with the Bankruptcy Court and served upon the Debtor.  7.5Trust Continuance.  The death or incompetency (in the case of a
Trustee that is a natural person), dissolution (in the case of a Trustee that
is a corporation or Other entity), resignation, or removal of the Trustee shall
not operate to terminate the Trust created by this Amended Trust Agreement or
to revoke any existing agency created pursuant to the terms of this Amended
Trust Agreement or invalidate any action theretofore taken by the Trustee. In
the event of the resignation or removal of the Trustee, such Trustee shall
promptly: (i) execute and deliver such documents, instruments and other
writings as may be requested by the Lead Plaintiffs or reasonably requested by
the successor Trustee to effect the termination of the Trustees capacity under
this Amended Trust Agreement and the conveyance of the Trust Assets then held
by the Trustee to its successor; (ii) deliver to the Lead Plaintiffs or the
successor Trustee all documents, instruments,
records and other writings related to the Trust as may be in the possession of
the Trustee, including without limitation documents, instruments, records and
other writings relating to the Trust Account(s) and the investments relating
thereto; and (iii) otherwise assist and cooperate in effecting the assumption
of its obligations and functions by such successor Trustee.  7.6Compensation.  The Trustee, including any successor Trustee, may commit the
Trust to and shall pay the Trustee, Shartsis, Friese & Ginsburg, and any
other professionals, experts, or consultants retained by the Trustee, from the
Trust Assets, reasonable compensation, as approved by Lead Plaintiffs and as
set forth in the Loran Groups Designation of Robert Charles Friese, Esq. As
Successor Litigation Trustee, or on such terms as may be amended with the
agreement of the Lead Plaintiffs. However, no compensation or reimbursement of
expenses shall be paid to any of the foregoing unless and until such payment
has been approved by the  18 
   District Court or any other Court of competent jurisdiction, upon
notice to the Lead Plaintiffs.  Lead
Plaintiffs shall not unreasonably withhold approval of the requested
compensation.  7.7Standard of Care; Exculpation. The
Trustee shall perform the duties and obligations imposed on the Trustee by this
Amended Trust Agreement with reasonable diligence and care under the
circumstances. The Trustee shall not be liable to any Participant or third
party for any Losses to which they may become subject by reason of the
establishment of this Trust or the administration thereof or any acts of the
Trustee performed in the furtherance of its duties hereunder except for such
acts as shall constitute fraud, willful misconduct or gross negligence, as
determined by a final, non-appealable order of a court of competent
jurisdiction (any such order of such a court is referred to in this Amended
Trust Agreement as a Determination). Except as expressly set forth above, the
Trustee shall be defended, held harmless and indemnified from time to time from the Trust Assets as a Trust
Administrative Expense against any and all Losses to which the Trustee may be
subject by reason of this Amended Trust Agreement and the performance by the
Trustee of its obligations hereunder. The officers, employees and agents of the
Trustee shall likewise be defended, held harmless and indemnified. The Trustee
may obtain for his benefit and the benefit of its officers, agents and
employees and the Trust, subject to approval by the Lead Plaintiffs, at the
reasonable expense of the Trust, as a Trust Administrative Expense, insurance
against claims of liability, damage awards and settlement.  7.8Reliance by Trustee. The Trustee may
rely, and shall be fully protected and indemnified and held harmless pursuant
to Paragraph 7.7 hereof in acting upon, any resolution, statement, certificate,
instrument, opinion, report, notice, request, consent, order or  19 
   other instrument or document which he has no
reason to believe (i) to be other than genuine; (ii) to have been signed or
presented by parties other than those whose names or signatures appear thereon or therewith or (iii) in the
case of digital facsimile transmissions, to have been sent by a party other
than the proper party or parties, in each case without obligation to satisfy
himself that the same was given in good faith and without responsibility for
errors in delivery, transmission or receipt. In the absence of a determination
of its fraud, willful misconduct or gross negligence, the Trustee may rely as
to the truth of statements and correctness of the facts and opinions expressed
therein and shall be fully protected in acting thereon. The Trustee mayconsult with legal counsel and shall be fully
protected in respect of any action taken or suffered by it in accordance with the written opinion
of legal counsel. The Trustee may, at any time, request the consent of the Lead
Plaintiffs with respect to the exercise of its duties hereunder regardless of
whether such consent is specifically required by the terms of this Amended
Trust Agreement.  8.Jurisdiction. The District Court shall
have original and exclusive jurisdiction over
the Trust, the Trustee and the Trust Assets, including, without limitation, the
determination of all controversies and disputes arising under or in connection
with this Amended Trust Agreement.  9.Termination. Unless the term of the
Trust is otherwise extended by the District Court, the Trust shall continue
until thirty (30) days after the earlier of: (i) the final distribution of all
of the Trust Assets; and (ii) the tenth anniversary of the Effective Date. Upon
termination of this Trust, the Trustee shall advise the Lead Plaintiffs, the
Reorganized Debtor, the Bankruptcy Court and the District Court in writing of
its termination.  20 
   10.Miscellaneous.  10.1Notices.  All notices, requests or other communications required or
permitted to be made in accordance with this Amended Trust Agreement shall be
in writing and shall be delivered personally or by digital facsimile
transmission or mailed by first class mail:  If to the Trustee, at:  Robert C. Friese, Esq. Shartsis Friese & Ginsburg LLP One Maritime Plaza, 18th Floor Sun Francisco, CA 94111 Telephone: (415) 421-6500 Facsimile: (415) 421-2922  If to the Debtors, at:  Peregrine Systems, Inc. 3611 Valley Center Drive 5th Floor San Diego, CA 92130 Telephone: (858) 481-5000 Facsimile: (858)481-1751 Attention: General Counsel  If to the Lead Plaintiffs, then to such Persons at their respective
addresses set forth below:  Solomon B. Cera, Esq. Gold Bennett Cera & Sidener LLP 595 Market Street, Suite 2300 San Francisco, CA 94105 Telephone: (415) 777-2230 Facsimile: (415) 777-5189  Howard
T. Longman, Esq. Stull,
Stull & Brody 6
East 45th Street, 4th(1) Floor New
York, NY 10017 Telephone:
(212) 687-7230 Facsimile:
(212) 490-2022  21 
   Lawrence D. Levit, Esq. Abraham &Associates One Penn Plaza, Suite 1910 New
York, NY 10119-0165 Telephone:
(212) 714-2444 Facsimile:
212-279-3655  In each instance with a copy to:  Jeremy Richards, Esq. Pachulski, Stang, Ziehl, Young, Jones and
Weintraub, P.C. 10100 Santa Monica Boulevard, Suite 1100 Los Angeles, CA 90067 Telephone: (310) 277-6910 Facsimile: (310) 201-0760  and  Ken Heitz, Esq. Evan Borges, Esq. Irell & Manella LLP 1800 Avenue of the Starts, Suite 900 Los Angeles, CA 90067-1574 Telephone: (310) 277-1010 Facsimile: (310) 203-7199  Notices delivered personally, shall be deemed delivered upon delivery
or refusal of delivery. Notices sent by facsimile transmission shall be deemed
delivered when actually received. Notices sent by first class mail shall be
deemed delivered three (3) business days after mailing. Any Person may change
the address at which it is to receive notices under this Amended Trust
Agreement by furnishing written notice in accordance with the provisions of
this Paragraph 10.1.  10.2Effectiveness.  This Amended Trust Agreement shall become
effective upon its execution and approval by the Bankruptcy Court.  10.3Counterparts.  This Amended Trust Agreement may be executed in one or more
counterparts, and by different parties hereto in separate counterparts, each of
which  22 
   when executed shall be deemed an original, but all of which taken
together shall constitute but one and the same instrument.  10.4Governing Law.  This Amended Trust Agreement shall be
governed by, construed under and interpreted in accordance with the laws of the
State of California.  10.5Headings. Sections, paragraphs,
subheadings and other headings used in this Amended Trust Agreement are for
convenience only and shall not affect the construction of this Amended Trust
Agreement.  10.6Severability. Any provision of this
Amended Trust Agreement which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable any such provision in any other jurisdiction.  10.7Amendments. This Amended Trust
Agreement may be amended in any manner consistent with the Plan at any time or
from time to time by the Trustee with the consent of the Lead Plaintiffs.  10.8Successors; Third Party Beneficiaries.  This Amended Trust Agreement shall bind and
inure to the benefit of the Beneficiaries and the parties hereto and their
respective successors and assigns.  10.9Inconsistency with the Plan and/or the Amended
Settlement Agreement.  In
the event of any inconsistency between the Plan and/or the Amended Settlement
Agreement, and any provision of this Amended Trust Agreement, the applicable
terms of the Plan and/or the Amended Settlement Agreement shall be controlling.  23 
   IN WITNESS WHEREOF,the
parties hereto have executed this Amended Trust Agreement or caused this
Amended Trust Agreement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.  TRUSTEE:Robert
  Charles FriesePEREGRINE SYSTEMS, INC.a
  Delaware corporationAs
  Reorganized Pursuant to the PlanBy:Name:Its:By:Name:Its:  24