Exhibit 99.2  Debra M. Patalkis (Lead Counsel) Lawrence A. West Daniel H. Rubenstein Neil J. Welch, Jr. Nancy E. McGinley Cory C. Kirchert John J. Field III Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0911  Nicolas Morgan (Local Counsel) CA Bar No. 166441 Securities and Exchange Commission 5670 Wilshire Blvd., 11th Floor Los Angeles, CA 90036-3648  Attorneys for Plaintiff Securities and Exchange Commission  UNITED STATES DISTRICT COURT  FOR THE SOUTHERN DISTRICT OF CALIFORNIA   SECURITIES AND EXCHANGE
  )
  Case No.: 03cv1276COMMISSION,
  ))
  SUPPLEMENTAL CONSENTPlaintiff,
  )
  AND UNDERTAKING OF DEFENDANT)
  PEREGRINE SYSTEMS, INC.v.
  ))PEREGRINE SYSTEMS, INC.,
  ))Defendant.
  ))  1.Defendant
Peregrine Systems, Inc. (Peregrine) has entered a general appearance in this
case, admitted the jurisdiction of this Court over it and over the subject
matter of this action, acknowledged service upon Peregrine of the Complaint of
Plaintiff Securities and Exchange Commission (Commission) in this action, and
waived the filing of an Answer thereto.  2.Peregrine,
without admitting or denying any of the allegations of the Complaint, except as
to jurisdiction, which it admits, and without a hearing, presentation of any evidence
as  1 
   to liability or with respect to the appropriateness of injunctive
relief, trial, argument, or adjudication of any issue of fact or law, hereby
consents to entry of the Final Judgment Against Defendant Peregrine Systems,
Inc. (Final Judgment), in the form attached hereto and incorporated herein by
reference, which among other things: (1) permanently restrains and enjoins
Peregrine from violating Section 10(b) of the Securities Exchange Act of
1934 (Exchange Act) and Rule 10b-5 promulgated thereunder [15 U.S.C.
§ 78j(b) and 17 C.F.R. § 240.15b-5]; (2) permanently restrains and
enjoins Peregrine from violating Section 17(a) of the Securities Act of
1933 (Securities Act) [15 U.S.C. § 77(a)]; (3) permanently restrains and
enjoins Peregrine from violating Section 13(a) of the Exchange Act [15
U.S.C. § 78m(a)] and Rules 13a-1, 13a-13 and 12b-20 thereunder [17 C.F.R.
§§ 240.13a-1, 240,13a-13, 240.12b-20]; (4) permanently restrains and enjoins
Peregrine from violating Section 13(b)(2)(A) of the Exchange Act [15
U.S.C. §78m(b)(2)(A)]; and (5) permanently restrains and enjoins Peregrine from
violating Section 13(b)(2)(B) of the Exchange Act [15 U.S.C.
§ 78m(b)(2)(B)].  3.Peregrine
agrees and undertakes that, upon the effective date of a plan of reorganization
under Chapter 11 of Title 11 of the United States Code, it will make a public
statement that fully and accurately discloses the current condition of its
internal control structure and its procedures for financial reporting. This
public statement will also disclose any current deficiencies in Peregrines
internal control structure  and/or
procedures for financial reporting, including but not limited to deficiencies
that are alleged in the Commissions Complaint.  4.Peregrine
agrees and undertakes that it will comply with the rules regarding managements
report on internal controls, implementing Section 404 of the
Sarbanes-Oxley Act of 2002, as if those rules applied to Peregrines financial
reporting for the fiscal year ending March 31, 2004. If the applicable
rules and standards for Peregrines compliance with Section  2 
   404 have not been promulgated by February 28, 2004, Peregrine may
apply to the Chief Accountant of the Division of Enforcement to extend the time
for compliance with this section until 120 days after the applicable rules
and standards are promulgated, and the approval of the Chief Accountant of the
Division of Enforcement shall not be unreasonably withheld.  In the event of such an extension, Peregrine
may file managements report on Form 8-K.  5.Peregrine
agrees and undertakes to retain an Internal Auditor acceptable to the
Commission staff within 90 days of entry of the Final Judgment.  The Internal Auditor will report directly to
the Audit Committee of Peregrines Board of Directors, and will assess and
enforce Peregrines internal accounting control structure and policies to
ensure that Peregrines financial condition and results are accurately reported
in Peregrines public financial statements. 
For two years following entry of the Final Judgment, the Internal
Auditor will issue a report to the Audit Committee on a quarterly basis.  This quarterly report will fairly and
accurately disclose the results of the Internal Auditors review of Peregrines
internal accounting control structure and policies (including, but not limited
to, those related to revenue recognition, receivables financing, and
write-offs).  The Internal Auditors
quarterly report will also assess, and disclose its assessment of, the
effectiveness and propriety of Peregrines processes, practices and policies
for ensuring that Peregrines financial condition and results are accurately
reported in Peregrines public financial statements.  During the two-year period following entry of the Final Judgment,
any new Internal Auditor retained by Peregrine must be acceptable to the
Commission staff.  6.Peregrine
agrees and undertakes to establish a Corporate Compliance Program, and to
appoint a Corporate Compliance Officer acceptable to the Commission staff to
administer the Corporate Compliance Program, within 90 days of entry of the
Final Judgment.  The  3 
   Corporate Compliance Officer will report directly to the Corporate
Governance Committee of Peregrines Board of Directors, and will perform an
ongoing review of the adequacy and effectiveness of Peregrines corporate
governance systems, policies, plans, and practices.  The Corporate Compliance Officer will, at a minimum, assess and
report on (A) Peregrines compliance with recognised standards of best
practices with respect to corporate governance; (B) the adequacy of
Peregrines corporate governance policies and safeguards (1) to ensure that
Peregrines Board of Directors (and its committees) have appropriate powers,
structure, composition and resources, and (2) to prevent self-dealing by
management; (C) the adequacy of Peregrines code of ethics and business
conduct, and related compliance mechanisms; and (D) the adequacy of Peregrines
safeguards to prevent violations of the federal securities laws.  For two years following entry of the Final
Judgment, Peregrines Corporate Compliance Officer will issue a quarterly
report to the Corporate Governance Committee. 
This report will fully and accurately disclose the results of the
Corporate Compliance Officers review of the Corporate Compliance Program
(including, but not limited to, the Corporate Compliance Officers observations
and conclusions about the adequacy and effectiveness of Peregrines corporate
governance systems, policies, plans, and practices).  The Corporate Compliance Officers report will also disclose any
corporate compliance issues or developments that have arisen since the previous
quarterly report, and how Peregrine addressed these corporate compliance issues
or developments.  During the two-year
period following entry of the Final Judgment, any new Corporate Compliance Officer
retained by Peregrine must be acceptable to the Commission staff.  7.Peregrine
agrees and undertakes that, within 60 days of entry of the Final Judgment, it
will commence a training and education program for its officers and employees,
to prevent violations of the federal securities laws.  The training and education program will be  4 
   mandatory for Peregrine officers and employees involved in corporate
level accounting and financial reporting, and for all senior operational
officers.  Peregrine agrees that the
training and education will include, at a minimum, the following subjects:  (A) the obligations imposed by the federal
securities laws; (B) software revenue recognition rules; (C) proper internal
accounting controls and procedures; (D) how to recognize indications of
non-GAAP accounting practices or fraud most relevant to Peregrines business
endeavors; and (E) the obligations incumbent upon, and the responses expected
of, Peregrines officers and employees upon learning of illegal or potentially
illegal acts concerning the companys accounting and financial reporting.  8.Peregrine
agrees and undertakes that, at the Commissions reasonable request, on notice
and without service of a subpoena, it will, subject to the attorney-client,
work-product, or other applicable privilege or protection recognized under
federal law, produce documents and reasonably make its officers and employees
available for deposition, testimony, or interviews relating to Peregrines
accounting and financial disclosure and compliance or non-compliance with the
federal securities laws and rules and regulations promulgated thereunder, by
Peregrine, its officers, directors, employees, agents, accountants, and
attorneys.  9.Peregrine
understands that the Commission has determined not to seek a civil money
penalty or disgorgement from Peregrine for the conduct alleged in the
Commissions Complaint in this civil enforcement action.  10.Peregrine
understands and agrees that this Supplemental Consent and Undertaking embodies
the entire agreement and understanding by and between Peregrine and the
Commission relating to the settlement of this action and the other matters
addressed herein.  Peregrine further
understands and agrees that there are no express or implied promises, representations,
or agreements between Peregrine and the Commission other than those expressly  5 
   set forth or referred to in this Supplemental Consent and Undertaking
and that nothing herein is binding on any other agency or government, whether
federal, state, or local.  11.Peregrine
agrees that this Supplemental Consent and Undertaking shall be incorporated by
reference into the Final Judgment as though set forth in full therein.  12.Peregrine
waives the entry of findings of fact and conclusions of law pursuant to Rule 52
of the Federal Rules of Civil Procedure.  13.Peregrine
hereby expressly waives any right it may have to a trial by jury of any and all
claims asserted by the Commission in the Complaint.  14.Peregrine
agrees it will not oppose the enforcement of the Final Judgment on the ground,
if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of
Civil Procedure, and Peregrine hereby waives any objection it may have based thereon.  15.Peregrine
waives any right it may have to appeal from the entry of the injunctive relief
imposed by the Final Judgment.  16.Peregrine
hereby waives any rights under the Equal Access to Justice Act, the Small
Business Regulatory Enforcement Fairness Act of 1996, or any other provision of
law to pursue reimbursement of attorneys fees or other fees, expenses or costs
expended by Peregrine to defend against this action.  For these purposes, there is no prevailing party in this action
since the parties have reached a good faith settlement.  17.Peregrine
enters into this Supplemental Consent and Undertaking freely, voluntarily, and
of its own accord and represents that no threats, offers, promises, or
inducements have been made by the Commission or any member, officer, employee,
agent, or representative of the Commission to induce Peregrine to enter into
this Supplemental Consent and Undertaking.  6 
   18.Peregrine
acknowledges and agrees that this proceeding and this Supplemental Consent and
Undertaking are for the purposes of resolving this proceeding only, in
conformity with the provisions of 17 C.F.R. § 202.5(f), and do not
resolve, affect, or preclude any other proceeding which may be brought against
Peregrine.  Consistent with the
provisions of 17 C.F.R, § 202.5(f), Peregrine waives any claim of Double
Jeopardy based upon the settlement of this proceeding.  Peregrine acknowledges that the Courts
entry of the Final Judgment may have collateral consequences under federal or
state law and the rules and regulations of self-regulatory organizations,
licensing boards, and other regulatory organizations.  Such collateral consequences include, but are not limited to, a
statutory disqualification with respect to membership or participation in, or
association with a member of, a self-regulatory organization.  This statutory disqualification has
consequences that are separate from any sanction imposed in an administrative
proceeding.  19.Peregrine
understands and agrees to comply with the Commissions policy not to permit a
defendant or respondent to consent to a judgment or order that imposes a
sanction while denying the allegations in the complaint or order for
proceedings [17 C.F.R. § 202.5(e)]. 
In compliance with this policy, Peregrine agrees not to take any action
or to make or permit to be made any public statement denying, directly or
indirectly, any allegation in the Complaint or creating the impression that the
Complaint is without factual basis.  If
Peregrine breaches this agreement, the Commission may petition this Court to
vacate the Final Judgment.  Nothing in
this provision affects Peregrines: a) testimonial obligations; or b) right to
take legal or factual positions in defense of litigation or in defense of other
legal proceedings in which the Commission is not a party.  7 
   20.Peregrine
waives service of the Final Judgment and agrees that entry of the Final
Judgment by this Court, and its filing with the Clerk of the United States
District Court for the Southern District of California, shall constitute notice
of the terms and conditions of the Final Judgment.  21.Peregrine
agrees that the Commission may present the Final Judgment to this Court for
signature and entry without further notice.  22.Peregrine
agrees that this Court shall retain jurisdiction over this matter for all
purposes including, without limitation, the implementation and enforcement of
the terms of the Final Judgment and all other Orders and Decrees that may be
entered herein.  8 
   23.Except
as explicitly provided herein, nothing in this Supplemental Consent and
Undertaking is intended to or shall be construed to have created, compromised,
settled, or adjudicated any claims, causes of action, or rights of any person
whomsoever, other than as between the Commission and Peregrine.  Peregrine Systems, Inc.By:
  /s/ Gary G. GreenfieldGary G. Greenfield[Name]CEO[Title]   On July 15, 2003, Gary G. Greenfield, a person known to me,
personally appeared before me and acknowledged executing the foregoing
Supplemental Consent and Undertaking.   /s/ Cheryl J. RandolphNotary PublicMy commission expires:My Commission Expires June 30, 2005  9 
   CORPORATE RESOLUTION OF PEREGRINE SYSTEMS,
INC.  I, Gary Greenfield, hold the title of Chief Executive Officer of
Peregrine Systems, Inc. (the Company), a corporation duly organized under the
laws of the State of Delaware.  When a
resolution is adopted by the Board of Directors (Board) of the Company, I am
authorized to certify that the Board has adopted such resolution. I hereby
certify that the following Resolutions were duly adopted by the Board on the 14
day of July, 2003.  RESOLVED, that (i) the settlement agreement with the United States
Securities and Exchange Commission, dated July 15, 2003, is hereby
authorized and approved; (ii) the form, terms, conditions and provisions of the
Supplemental Consent and Undertaking of Defendant Peregrine Systems, Inc.
(Supplemental Consent and Undertaking), dated July 15, 2003, are hereby
approved; (iii) the actions of the officers and representatives of the Company in
negotiating the Supplemental Consent and Undertaking, dated July 15, 2003,
are hereby approved, adopted, and ratified in all respects; (iv) Gary
Greenfield is hereby authorized and directed to execute the Supplemental
Consent and Undertaking, dated July 15, 2003, on behalf of the Company, in
the form attached hereto, the execution of the Supplemental Consent and
Undertaking being conclusive evidence of the Companys approval; and (v) upon
its execution, the Supplemental Consent and Undertaking, dated July 15, 2003,
shall be the valid and binding obligation of the Company, enforceable in
accordance with its terms.   /s/ Gary G. GreenfieldAuthorized Certifying OfficialDated: July 15, 2003