Exhibit 4.4  IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE  In re:
  Chapter 11PEREGRINE SYSTEMS, INC., et
  al.,
  Jointly AdministeredCase No. 02-12740 (JKF)Debtors.Final
  Hearing Date: November 4, 2003 at9:00
  a.m. (ET)Objection
  Deadline: October 22, 2003  FINAL
ORDER (A) CERTIFYING CLASSES FOR SETTLEMENT
PURPOSES ONLY PURSUANT TO FEDERAL RULES OF CIVIL PROCEDURE
23(a) AND 23(b)(1)(B); (B) APPOINTING SETTLEMENT CLASS REPRESENTATIVES;
(C) APPROVING AND AUTHORIZING CLASS REPRESENTATIVES
TO ENTER INTO AND IMPLEMENT SETTLEMENT AGREEMENT
PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 23(e); (D) ESTIMATING
VALUE OF CLASS 9 INDEMNITY CLAIMS OF DIRECTORS AND OFFICERS,
FOR PURPOSES OF IMPLEMENTING SETTLEMENT AGREEMENT AND
MAKING PLAN DISTRIBUTIONS; AND (E) APPROVING ADEQUACY OF NOTICE
PROCEDURES FOR CLASS ACTION SETTLEMENT  WHEREAS the joint motion filed by Peregrine Systems,
Inc., the reorganized debtor herein (Peregrine), the Post-Emergence Equity
Committee(1), 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 joined in by Heywood Waga
(Waga and, collectively with the Loran Group, the Lead Plaintiffs)(2) for
an Order pursuant to Rules 23(a), 23(b)(l)(B) and 23(e) of the Federal Rules of
Civil Procedure, made applicable to these cases pursuant to Rules 7023 and 9014
of the Federal Rules of  
 (1)           All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the joint motion
or the Modified Agreement (defined below). (2)The moving parties are
referred to collectively as the Parties.  
   Bankruptcy Procedure, to:
(A) certify classes for settlement purposes only, (B) appoint settlement class
representatives, (C) approve and authorize entry into a settlement agreement,
(D) estimate the value of Class 9 directors and officers indemnity claims for
purposes of implementing the Agreement and making distributions under the Plan,
and (E) approve the adequacy of the notice procedures for class certification
and for approval of the Agreement (the Motion), came on regularly for final
hearing on November 4, 2003 at 9:00 a.m.; and  WHEREAS the
Court having jurisdiction to consider the Motion, pursuant to 28 U.S.C. §§ 157
and 1334, section 105 of the Bankruptcy Code and Rule 7023 of the Federal Rules
of Bankruptcy Procedure; and  WHEREAS the
Court having considered the Motion and all papers filed in connection therewith,
as well as the evidence and arguments presented by all interested parties at
the hearing;  WHEREAS the
Court having entered on October 3, 2003, a preliminary order (the Preliminary
Order), provisionally approving the Motion upon the terms and conditions more
fully set forth therein; and  WHEREAS
Messrs. Moores, Nelson, Savoy, Noell, Hosley and van den Berg (collectively,
the Former Directors) having withdrawn their objections to the Motion upon
condition that the Court approve (a) a revised settlement agreement (as further
modified by this Order, the Modified Agreement) by and among the Parties and
filed with the Court on October 28, 2003 and (b) that certain 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)  2 
   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,
filed with the Court on October 29, 2003 (the Stipulation), a true and
correct copy of which is attached hereto as Exhibit A and incorporated herein
by this reference as though fully set forth herein.  THE COURT HEREBY FINDS AS
FOLLOWS:  1.The
members of the proposed Securities Class are so numerous that joinder of all
members of the proposed class, for purposes of entering into the Modified
Agreement, is impracticable. Securities Class shall comprise all 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 that certain action (as modified, consolidated and amended from time to
time, the Securities Action) commenced on or about May 6, 2002 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); 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. Notwithstanding the foregoing,
the Securities Class shall expressly include Barry Ariko.  3 
   2.             The members of the proposed Equity Class(3) are so
numerous that joinder of all members of the proposed class, for purposes of
entering into the Modified Agreement, is impracticable.  3.             There are one or morequestions of law and/or fact common to
members of the proposed Securities Class.  4.             There are one or morequestions of law and/or fact common to
members of the proposed Equity Class.  5.             The claims of the LeadPlaintiffs, as representative parties
of the Securities Class, are typical of the claims of the members of the
proposed Securities Class, in respect to the matters resolved by the Modified
Agreement.  6.             The claims of the PostEmergence Equity Committee, as
proposed representative party of the Equity Class, are typical of the claims of
the members of the proposed Equity Class, in respect to the matters resolved by
the Modified Agreement.  7.             The Lead Plaintiffs, asrepresentatives of the Securities
Class, fairly and adequately protect the interests of the Securities Class, in
respect to the matters addressed by the Modified Agreement.  8.             The Post EmergenceEquity Committee, as representative of the Equity Class, fairly
and adequately protect the interests of the Equity Class, in respect to the
matters addressed by the Modified Agreement.  
 (3)           The Equity Class is
defined asall persons or entities holding common shares in
the Debtors as of the effective date of the Debtors Plan of Reorganization.  4 
    9.             The prosecution of separate actions
by the members of the Securities Class would create a risk of adjudications
with respect to individual members of the Securities Class which may as a
practical matter be dispositive of the interests of the other members not
parties to the adjudications or may substantially impair or impede their
ability to protect their interests.  10.           The prosecution of separate actions
by the members of the Equity Class would create a risk of adjudications with
respect to individual members of the Equity Class which would as a practical
matter be dispositive of the interests of the other members not parties to the
adjudications or substantially impair or impede their ability to protect their
interests.  11.           The Modified Agreement is fair,
reasonable, and adequate with respect to all members of the proposed Securities
Class and the proposed Equity Class.  12.           The Litigation Trustee is properly
deemed to be the successor in interest to the attorney-client and work-product
privileges formerly held by the Debtors (or jointly held by the Debtors and
others, including the Former Directors) with respect to the Litigation Claims,
and as successor-in-interest to such privileges, the sharing by Peregrine of
everything that is within the attorney-client and work-product privileges with
the Litigation Trustee will not be deemed a waiver of the attorney-client and
work-product privileges.  13.           The Securities Class likely has a
substantial aggregate damages claim against the Debtors pursuant to Section
10(b) of the Securities Exchange Act of 1934 and Section 11 of the Securities
Act of 1933.  14.           The notice employed by the Parties in
seeking class certification and approval of the Modified Agreement was adequate
for purposes of complying with Federal Rule of Civil Procedure 23(e).  5 
    15.           With the exception of Paragraphs 11,
12 and 14, above, the foregoing findings are binding only with respect to these
proceedings and the implementation of the Modified Agreement and shall not
otherwise be binding or preclusive in or upon any other court or tribunal,
including, without limitation, the District Court.  WHEREFORE,
based upon the foregoing findings, and good cause appearing therefor,  THE COURT HEREBYORDERSAS FOLLOWS:  (a)   The Motion, as modified, is granted and the
Modified Agreement and the Stipulation are approved, the provisions of which
Stipulation shall be binding upon the Successor Litigation Trustee. To the
extent of any inconsistency between the Modified Agreement and this Order, the
terms and conditions of the Order shall govern.  (b)   The Securities Class and the Equity Class are
certified for the sole purpose of entering into and implementing the terms of
the Modified Agreement under Rules 23(a) and 23(b)(l)(B).  (c)   The Lead Plaintiffs are jointly appointed as
class representatives for the Securities Class for the sole purpose of entering
into and implementing the terms of the Modified Agreement under Rules 23(a) and
23(b)(l)(B).  (d)   The Post-Emergence Equity Committee is
appointed as class representative for the Equity Class for the sole purpose of
entering into and implementing the terms of the Modified Agreement under Rules
23(a) and 23(b)(l)(B).  (e)   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  6 
    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 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 with respect to such Class 9 Indemnification Claims. The
allocation and distribution of the Class 9 Indemnification Stock to individual
Holders of the Class 9 Indemnification Claims shall be subject to a stipulation
by and between all Holders of Class 9 Indemnification Claims or further Order
of this 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 this Court, the Class 9 Indemnification Class
Stock shall be held by Peregrine in trust for the Holders of the Class 9
Indemnification Claims.  (f)    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.  (g)   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 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  7 
   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
(which provides, 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)).  (h)   Individuals or entities may be members of the
Equity Class and/or the Securities Class and/or Holders of Class 9Indemnification Claims and their
entitlement to receive distributions under the Plan, pursuant to the Securities
Action, pursuant to the Modified Agreement or otherwise as a member of the
Equity Class or as a Holder of a Class 9 Indemnification Claim shall not in any
way affect or impair their rights to receive distributions as a member of the
Securities Class, and vice versa.  (i)    Subject to, and as limited by the
Stipulation, Peregrine shall 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. Peregrine shall (a) provide to the
Successor Litigation Trustee full and complete access to any and all records of
Peregrine and documents in Peregrines possession, (b) provide to Lead
Plaintiffs all documents that Peregrine has previously produced to the United
States Congress, the Securities and Exchange Commission, the United States
Department of Justice, the National Association of Securities  8 
   Dealers, and any other
regulatory agency and/or authority in connection with any investigation or
inquiry of Peregrine by such agencies, (c) provide additional documents to the
Lead Plaintiffs in accordance with the Stipulation, (d) make employee witnesses
available to the Successor Litigation Trustee and the Lead Plaintiffs for
interviews and/or deposition, (e) take reasonably necessary steps to ensure the
preservation of evidence, including electronic records, e-mail and computer hard
drives, and (f) deem the Successor Litigation Trustee to be the successor in
interest to the attorney-client and work-product privileges formerly held (or
jointly 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-product privileges, such a sharing will not be deemed
a waiver of the attorney-client and work-product privileges.  (j)    The certification of the Securities Class
shall only be binding with respect to the Modified Agreement and for purposes
of carrying out the terms of the Modified Agreement and shall not otherwise be
binding upon any other court or tribunal including, withoutlimitation, the District Court.  (k)   Nothing herein shall constitute the allowance
or disallowance of any individual claim asserted against the Debtors nor adetermination of the appropriate
classification of any such claim under the Plan or under the Modified
Agreement.  9 
   (l)    The Holders of the Other Securities Proofs
of Claim shall only be entitled to a recovery from the Debtors on account of
the Class 9 Consideration allocated to the Securities Class pursuant to the
Modified Agreement, only as a member of the Securities Class and only in
accordance with order(s) of the District Court.  (m)  Robert C. Friese is approved as the Successor
Litigation Trustee.  (n)   TheParties are authorized to enter into and implement the Modified
Agreement in accordance with its terms and conditions and to take any actions
reasonably necessary to carry out the purpose and intent of the Modified
Agreement.  (o)   The Amended Litigation Trust Agreement, in
the form previously filed by the Parties with the Court, is hereby approved.  10 
    (p)   The Litigation Trustee shall be and is the
successor in interest to the attorney-client and work-product privileges
formerly held (or jointly held) by the Debtors with respect to the Litigation
Claims, and as successor in interest to such privileges, the sharing by
Peregrine of everything that is within the attorney-client and work-product
privileges with the Litigation Trustee will not be deemed a waiver of the
attorney-client and work-product privileges.  Dated: 11/12, 2003  /s/ Judith K. FitzgeraldHonorable Judith K.
  FitzgeraldUnited States Bankruptcy
  JudgeAPPROVED AS TO FORM:Dated:
  November 10, 2003PACHULSKI, STANG, ZIEHL, YOUNG, JONES &
  WEINTRAUB P.C./s/ [ILLEGIBLE]Laura
  Davis Jones (DE Bar No. 2436)Scotta
  E. McFarland (DE Bar No. 4184)Jeremy
  V. Richards (CA Bar No. 102300)Linda
  F. Cantor (CA Bar No. 153762)919
  North Market Street, 16th FloorP.O.
  Box 8705Wilmington,
  Delaware 19899-8705(Courier
  19801)Tel:
  (302) 652-4100 / Fax: (302) 652-4400Counsel
  for Peregrine Systems, Inc.  11 
   Dated: November 7,2003
  KRONISH LIEB WEINER
  & HELLMAN LLP/s/ John A. MorrisJohn A. MorrisKronish Lieb Weiner
  & Hellman LLP1114 Avenue of the
  AmericansNew York, NY 10036Telephone:
  (212) 479-6140Facsimile:
  (212) 479-6275Counsel for Post
  Emergence Equity CommitteeDated: November 7, 2003
  GOLD BENNETT CERA &
  SIDENER LLP/s/ Solomon B. CeraSolomon B. Cera, Esq.Gold Bennett Cera &
  Sidener LLP595 Market Street,
  Suite 2300San Francisco, CA
  94105-2835Telephone:
  (415) 777-2230Facsimile:
  (415)777-5189Counsel for The Loran
  Group / Co-Lead
  PlaintiffDated: November, 2003
  LOWENSTEINSANDLER PC/s/[ILLEGIBLE]Michael
  S. Etkin, Esq.65
  Livingston AveRoseland,
  NJ 07068-1791Telephone:
  973-597-2500Facsimile:
  973-597-2400Counsel
  for Heywood Waga/Co-Lead Plaintiff  12 
     Dated:
  November 10, 2003
  VINSON
  & ELKINS L.L.P./s/
  Josiah M. Daniel, IIIJosiah
  M. Daniel, III3700
  Trammel Crow Center2001
  Ross AvenueDallas,
  TX 75201-2975Telephone:
  214-220-7718Facsimile:
  214-999-718Counsel
  for John J. MooresDated:
  November 10, 2003
  TESTA,
  HURWITZ & THIBEAULT, LLP/s/
  Brian E. PastuszenskiBrian
  E. Pastuszenski125
  High Street, High Street TowerBoston,
  MA 02110Telephone:
  617-248-7000Facsimile:
  617-248-7100Counsel
  for Charles E. Noell, IIINorris
  van den Berg and Richard A. HosleyDated:
  November     , 2003
  McGUIREWOODS LLP/s/ [ILLEGIBLE]Sally E. EdisonDominion
  Tower625
  Liberty Avenue, 23rd FloorPittsburgh,
  PA 15222Telephone:
  412-667-6000Facsimile:
  412-667-6050Counsel
  for Richard T. Nelson  13 
   Dated: November 7, 2003
  MCNAUL EBEL NAWROT HELGREN
  & VANCE PLLC/s/ Robert D. StewartRobert D. Stewart600 University Street,
  Suite 2700Seattle, WA 98101-3143Telephone:
  206-467-1816Facsimile:
  206-624-5128Counsel for William D.
  SavoyDated: November 7, 2003
  HOWARD RICE NEMEROVSKI
  CANADY
  FALK & RASKINA Professional
  Corporation/s/ Gary M. KaplanGary M. KaplanThree Embarcadero
  Center, 7th FloorSan Francisco, CA
  94111-4024Telephone:
  415-434-1600Facsimile
  415-217-5910Counsel
  for Barry Ariko  14 
   IN THE UNITED STATES BANKRUPTCY COURT  FOR THE DISTRICT OF DELAWARE  In re:
  )
  
  Chapter 11)PEREGRINE SYSTEMS, INC., et al.,
  )
  
  Case No. 02-12740 (JKF))
  
  (Jointly Administered)Debtors.
  ))
  
  Hearing Date: November 4,
  2003 at 9:00 a.m.))  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)  WHEREASPeregrine Systems, Inc., a Delaware
corporation (Peregrine), the Post-Emergence Equity Committee (as defined in
the Plan), the Loran Group, and Heywood Waga (collectively, the Settling
Parties) have entered into that certain Settlement and Assignment Agreement
(the Agreement) dated as of October 4, 2003; and  WHEREASthe Settling Parties have filed a Joint
Motion (Docket #2489) seeking approval by the Court of said Agreement; and  WHEREASthis Court preliminarily approved the
Agreement, subject to any objections, by Order dated October 3, 2003; and  1 
   WHEREASJohn
J. Moores, Richard T. Nelson, Charles E. Noell III, Norris van den Berg,
Richard A. Hosley, and William D. Savoy (collectively, the Objecting Parties)
have objected (the Objection) to certain provisions of the Agreement; and  WHEREASin order to resolve the Objection, the
Settling Parties and the Objecting Parties by this Stipulation have clarified
certain provisions of the Agreement relating to the scope of cooperation that
can be provided by and between the Successor Litigation Trustee (the Trustee)
and the Loran Group, Waga, their respective counsel, and counsel for any other
named plaintiffs in the Securities Action (as those three capitalized terms are
defined in the Agreement) (collectively, the Lead Plaintiffs), in light of
claims of attorney-client, joint defense, and work product privileges being
asserted by the Objecting Parties; and  WHEREASthe Trustee has not yet been approved by the
Bankruptcy Court but Peregrine and the Lead Plaintiffs nonetheless believe the
Trustee is a necessary party to the resolution of any potential disputed claims
of attorney-client, joint defense and/or work product privilege referenced in
the Objection;  IT IS HEREBY STIPULATED AND
AGREED,by and between
the parties hereto, through their counsel of record, as follows:  1.             The
Order of the Bankruptcy Court approving the Joint Motion shall incorporate the
material provisions of this Stipulation.  2.             Peregrine
shall, immediately upon final approval by the Bankruptcy Court of a Trustee,
provide to the Trustee full and complete access to any and all records of
Peregrine and documents in its possession, whether or not a claim of privilege
has been asserted thereto by any of the Objecting Parties. Any such access to
documents provided by Peregrine to the Trustee shall not be deemed a waiver of
any privileges being asserted by the Objecting Parties as to such  2 
   documents.
Likewise, nothing in this Stipulation shall be deemed to be an admission by the
Lead Plaintiffs or Peregrine of the existence of any such privileges as to any
such documents.  3.             Peregrine
shall, immediately upon final approval of the Joint Motion (Docket No. 2489),
as may have been amended and revised, deliver to Lead Plaintiffs any and all
documents that it has previously produced to the United States Congress, the
Securities and Exchange Commission (SEC), the United States Department of
Justice (DOJ), the National Association of Securities Dealers (NASDAQ), and
any other state or federal regulatory agency and/or authority in connection
with any preliminary, informal, or formal investigation and/or inquiry of
Peregrine by said agencies. In addition, Peregrine shall be permitted to provide
any and all other company documents to Lead Plaintiffs save and except that,
subject to Paragraph 4 below and pending further proceedings described in
Paragraphs 5-8 below, Peregrine and the Trustee shall both be prohibited from
voluntarily producing, providing access to, or otherwise disclosing information
contained in the documents described in Paragraphs 3 (a) through (e) below,
inclusive, to the Lead Plaintiffs. The Trustee shall also be prohibited from
voluntarily producing, providing access to, or otherwise disclosing information
contained in the documents described in Paragraphs 3(a) through (e) below,
inclusive, to Other Persons. (For purposes of this Stipulation, the term Other
Persons shall include all persons and entities other than the Lead Plaintiffs,
but shall not include persons and entities (other than the Lead Plaintiffs) who
are retained and/or used by the Trustee as counsel, experts, consultants, or
other professionals solely in connection with the performance of the Trustees
duties with respect to the Litigation Trust. Any and all such counsel, experts,
consultants, and/or other professionals referred to in the preceding sentence
shall be bound by the terms of this Stipulation in the same manner as the
Trustee, and shall be required to sign a written acknowledgment that they have
read this Stipulation and agree to be so bound before they  3 
   are provided with any
documents described inParagraph
3(a) through Paragraph 3(e)
below, or any information contained in those documents.):  a.             All
documents concerning communications to, from, between, or among: (1)
Peregrines in-house counsel (including without limitation Kathy Vizas) and/or
outside counsel for Peregrine (including without limitation Pachulski Stang
Ziehl Young Jones & Weintraub, Charles LaBella and/or LaBella &
McNamara LLP, and the Legal Strategies Group firm) and (2) Gibson Dunn &
Crutcher, Wilson Sonsini Goodrich & Rosati, or other counsel for any of the
individual director or officer defendants in the various securities and
shareholder lawsuits relating to Peregrine filed starting in May 2002
(including without limitation John J. Moores, Richard T. Nelson, Charles E.
Noell III, Norris van den Berg, Richard A. Hosley, and William D. Savoy)
(collectively Individual Defendants) through the date of the filing of
Peregrines opposition to the Official Committee of Unsecured Creditors (the
Committee) Trustee Motion and Motion to Pursue Claims concerning issues or
factual matters relating to (a) the defense of the above-mentioned litigations
in which Peregrine and one or more officers or directors were jointly named as
defendants (the Lawsuits); and/or (b) the assertions made in the Committees
above-mentioned motion papers and/or the motion of the Copley Press to obtain
access to the report of investigation prepared by the Latham & Watkins
firm, Peregrines response to those assertions, or the former outside
directors position with respect to such;  b.             All
documents concerning communications with Gibson Dunn & Crutcher or other
counsel for the Individual Defendants concerning any of the Lawsuits or in
anticipation of litigation, including any underlying facts relating to such
litigation matters;  c.             All
documents prepared by in-house or outside counsel for Peregrine prior to the
bankruptcy concerning defense of the Lawsuits or in anticipation of litigation,
including  4 
   any
underlying facts relating to such litigation matters;  d.             All
documents prepared by in-house or outside counsel for Peregrine (or concerning
communications with such counsel or with Gibson Dunn & Crutcher or other
counsel for the Individual Defendants) concerning Peregrines response to or
defense of any SEC, DOJ, Congressional, or NASDAQ investigation, including
without limitation any subpoena or other document request, prior to the
resignation of the former outside directors in March 2003; and  e.             All
documents concerning communications between any Individual Defendant (or Gibson
Dunn & Crutcher or his personal counsel) and in-house or outside counsel
for Peregrine (including the Pachulski firm) regarding their potential
indemnification by Peregrine during the bankruptcy disputes concerning
insurance coverage for the Lawsuits with Peregrines D&O liability
insurance carriers.  (For purposes of this Stipulation, the term documents shall include
all hard copy documents as well as any other electronic, audio, magnetic, or
other format in which information may be stored.)  4.             Notwithstanding
anything to the contrary inParagraph 3 above, nothing in this Stipulation shall
prohibit Peregrine or the Trustee from disclosing factual information to the
Lead Plaintiffs that came into, and/or was already in, the possession of Peregrine
or the Trustee from a source other than the alleged privileged communications
and other documents described in Paragraphs 3(a) through 3(e).  5.             As
to all documents and information described inParagraph 3(a) through (e) above, the Objecting Parties shall be entitled to
thirty (30) calendar days written notice from the Trustee or Peregrine that he
or it intends to produce, provide access to, or otherwise disclose documents
and/or information (other than as provided for in Paragraph 4 above) contained in any such documents to the Lead Plaintiffs
(and/or, in the case of the Trustee, to any Other Persons). Such notice shall  5 
   provide a reasonably specific identification of the category and/or
nature of the documents so as to enable the Objecting Parties to evaluate
whether or not such matter contains material which they believe may implicate
the attorney-client, joint defense, and/or work product privileges. Within the
aforementioned thirty (30) day time period, the Objecting Parties shall be
entitled to take whatever action they deem appropriate to obtain an Order of a
Court of competent jurisdiction preventing production of, access to, and
disclosure of any information contained in such documents claimed to be
privileged to the Lead Plaintiffs (and/or, in the case of the Trustee, to Other
Persons). Peregrine or the Trustee, as the case may be, shall be entitled to
produce, provide access to, or otherwise disclose any document as to which no
such action has been taken within such thirty (30) day period, or, if such
action is taken, after any legal proceedings concerning such document brought
pursuant to this Stipulation have been finally resolved in favor of disclosure
to the Lead Plaintiffs (and/or, in the case of the Trustee, to Other Persons).  6.             Prior
to the expiration of the thirty (30) day period provided for in Paragraph 5
hereof, and/or in the event the Objecting Parties file in any Court of
competent jurisdiction a motion or other proceeding challenging the right of
the Trustee or Peregrine to produce, provide access to, or otherwise disclose
documents to the Lead Plaintiffs (and/or, in the case of the Trustee, to Other
Persons) which the Objecting Parties claim are privileged, the Lead Plaintiffs
(and/or, in the case of the Trustee, Other Persons) shall not be entitled to
obtain or receive access to such documents or any information contained in them
(other than as provided for in Paragraph 4 above), and neither the Trustee nor
Peregrine shall be entitled to produce such documents to the Lead Plaintiffs
(and/or, in the case of the Trustee, to Other Persons), until such legal
challenge has been finally resolved through agreement of the parties or a
non-appealable order of a court of competent jurisdiction.  6 
   7.             Nothing herein
shall be deemed to prevent the Lead Plaintiffs and/or the Trustee from
cooperating with one another, except that there shall be no exchange between
them of documents described inParagraphs 3 (a) through
3(e) above, or any information contained in them (other than as provided for in
Paragraph 4 above), until such time as the thirty-day
notice period referenced in. Paragraph 5 above has expired and the legal challenge
referenced in Paragraph 5 above, if any, is finally resolved.  8.             Nothing
herein shall be deemed to prevent the Lead Plaintiffs and/or the Trustee from
initiating proceedings for a determination by a Court of competent jurisdiction
that the Trustee is entitled to provide to the Lead Plaintiffs, and the Lead
Plaintiffs can properly receive from the Trustee, the documents claimed by the
Objecting Parties to be protected by a claim of attorney-client, joint defense,
and/or work product privilege. In the event that the Lead Plaintiffs or the
Trustee seek such a Court determination, (a) the Lead Plaintiffs or Trustee
shall upon initiating any such proceedings provide the Objecting Parties with
written notice providing reasonably specific identification of the category and/or
nature of the documents so as to enable the Objecting Parties to evaluate
whether or not such matter contains material which they believe may implicate
the attorney-client, joint defense, and/or work product privileges; and (b)
there shall be no exchange between the Trustee and the Lead Plaintiffs (or
Other Persons) of documents described inParagraphs 3(a) through
3(e) above, or any information contained in them (other than as provided for in
Paragraph 4 above), until such time as all proceedings
relating to such determination have been finally resolved through agreement of
the parties or a non-appealable order of a court of competent jurisdiction.  9.               Nothing in this Stipulation shall
prevent Peregrine or the Trustee from producing materials described inParagraphs 3(a) through 3(e) above in response to a lawful subpoena or other
compulsory process; provided that, if Peregrine or the Trustee receives any
such subpoena or  7 
   process
he or it (i) shall as soon as reasonably practical give notice thereof to
counsel for the Objecting Parties by telephone or facsimile and shall furnish
such counsel with a copy of the subpoenas or other compulsory process; and (ii)
if application for a protective order or motion to quash is made by one or more
of the Objecting Parties before the time set forth in the subpoena or other
compulsory process for compliance therewith, neither Peregrine nor the Trustee
shall produce such materials prior to receiving a court order or the consent of
the Objecting Parties.  10.           Nothing
herein shall be deemed to alter the substantive law applicable to establishing
the prerequisites to the existence of any privilege and whether or not there
has been any waiver thereof.  11.           Upon
execution of this Stipulation by counsel to all Objecting Parties, the
Objection shall be deemed withdrawn and the Objecting Parties will not
otherwise object to final approval of the Joint Motion.  8 
   IT IS
  SO STIPULATED.Dated:
  October 28, 2003
  PEREGRINE SYSTEMS, INC.A Delaware CorporationBy:
  /s/ Jeremy RichardsIts:
  CounselGOLD
  BENNETT CERA &SIDENER LLP595
  Market Street, Suite 2300San
  Francisco, California 94105Telephone:
  (415) 777-2230Facsimile:
  (415) 777-5189By:
  /s/Solomon B. CoraSolomon B. CoraAttorneys
  for the Loran GroupSTULL,
  STULL & BRODY6
  East 45thStreet, 4th FloorNew
  York, NY 10017Telephone:
  (212) 687-7230Facsimile:
  (212) 490-2022By:
  /s/Howard T. LongmanHoward T. Longman-and-Jeffrey AbrahamABRAHAM
  AND ASSOCIATESOne
  Penn Plaza, Suite 1910New
  York, NY 10119Telephone:
  (212) 714-2444Facsimile:
  (212) 279-3655Attorneys
  for Heywood Waga  9 
   V1NSON & ELKINS LLP.3700 [ILLEGIBILE] Crow Center2001 Rose AvenueDallas, Texas 75201-2975Telephone: (214) 220-7718Facsimile:(214) 999-7718By:
  /s/ Josiah M. Daniel IIIJosiah M. Daniel, III Texas, Bar #05358500-and-Russell C SitbargtiedRICHARDS LAYTON &
  FINGEROne Rodney SquareP.O. Box 551Wilmington, Delaware
  19209-0551Telephone: (302) 651-7700Facsimile:(302) 651-7701Attorneys for John J. MoresTESTA, HURWITZ & THIBRAULT, LLP125 High Street, High Street TowerBoston, [ILLEGIBILE] 02110Telephone: (617)
  248-7000Facsimile: (617)
  248-7100By:
  /s/ [ILLEGIBILE][ILLEGIBILE]-and-Gregory W. [ILLEGIBILE]NORRIS, NICHOLS,
  [ILLEGIBILE] & TUNNELL1201 North Market StreetWilmington, DE 19899-1347Telephone: (302)
  658-9200Facsimile: (302)
  638-3989Attorneys for Charles E. Noell, III,Norris van den Berg and Richard A.Hosley  10 
   McGUIREWOODS LLPDominion Tower625 Liberty Avenue, 23rd
  FloorPittsburgh,
  Pennsylvania 15222Telephone: (412)
  667-6000Facsimile: (412)
  667-6050By:
  /s/ Sally E. EdisonSally E. EdisonAttorneys for Richard
  T. Nelson.McNAUL EBEL NAWROT HELGREN&VANCE PLLCCyrus R. Vance, Jr.
  (WSBA No. 18615)600 University Street,
  Suite 2700Seattle, Washington
  98101-3143Telephone: (206)
  467-1816Facsimile: (206)
  624-5128By:
  /s/ Robert D. StewartRobert D. Stewart-and-Yvonne M. DuttonALLEN MATKINS LECK GAMBLE
  & MALLORY LLP501 West Broadway,
  Ninth FloorSan Diego, California
  92101Telephone: (619)
  233-1155Facsimile: (619)
  233-1158Attorneys for William
  D. Savoy  11