Exhibit 10.21  EXECUTIVE
EMPLOYMENT AGREEMENT  This Executive Employment Agreement (Agreement) is made effective as
of July 1, 2002 (Effective Date), by and between Peregrine Systems, Inc., a
Delaware corporation (Company) and Nicole Eagan (Executive).  The parties agree as follows:  1.Employment. Company hereby employs Executive, and Executive hereby accepts such
employment, upon the terms and conditions set forth herein.  2.Duties.  2.1Position. Executive is employed as Sr. Vice President, Global Marketing and
shall have the duties and responsibilities assigned by Companys Chief
Executive Officer as may be reasonably assigned from time to time. Executive
shall perform faithfully and diligently all duties assigned to Executive.
Company reserves the right to modify Executives position and duties at any
time in its sole and absolute discretion.  2.2Best Efforts/Full-time. Executive will expend Executives best
efforts on behalf of Company, and will abide by all policies and decisions made
by Company, as well as all applicable federal, state and local laws,
regulations or ordinances. Executive will act in the best interest of Company
at all times. Executive shall devote Executives full business time and efforts
to the performance of Executives assigned duties for Company, unless Executive
notifies the Chief Executive Officer in advance of Executives intent to engage
in other paid work and receives the Chief Executive Officers express written
consent to do so.  2.3Work Location. Executives principal place of work shall
be located in San Diego, California, or such other location as the parties may
agree upon from time to time.  3.At-Will Employment Relationship. Executives employment with Company is
at-will and not for any specified period and may be terminated at any time,
with or without Cause, by either Executive or Company, subject to section 7
below and its subparts. No representative of Company, other than the Chief
Executive Officer, has the authority to alter the at-will employment relationship.
Any change to the at-will employment relationship must be by specific, written
agreement signed by Executive and Companys Chief Executive Officer. Nothing in
this Agreement is intended to or should be construed to contradict, modify or
alter this at-will relationship.  4.Compensation.  4.1Base Salary. As compensation for Executives performance of Executives duties
hereunder, Company shall pay to Executive an initial Base Salary of $200,000
per year, payable in accordance with the normal payroll practices of Company,
less required deductions for state and federal withholding tax, social security
and all other employment taxes and payroll deductions. In the event Executives
employment under this Agreement is terminated by either party, for any reason,
Executive will earn the Base Salary prorated to the date of termination.  
   4.2Incentive
Compensation. Executive will be eligible to receive incentive compensation,
the terms, amount and payment of which shall be determined by Company in its
sole and absolute discretion.  4.3Performance
and Salary Review. Company will periodically review Executives performance
on no less than an annual basis. Adjustments to salary or other compensation,
if any, will be made by the Company in its sole and absolute discretion.  5.Customary
Fringe Benefits. Executive will be eligible for all customary and usual
fringe benefits generally available to executives of Company subject to the
terms and conditions of Companys benefit plan documents. Company reserves the
right to change or eliminate the fringe benefits on a prospective basis, at any
time, effective upon notice to Executive.  6.Business
Expenses. Executive will be reimbursed for all reasonable, out-of-pocket
business expenses incurred in the performance of Executives duties on behalf
of Company. To obtain reimbursement, expenses must be submitted promptly with
appropriate supporting documentation in accordance with Companys policies.  7.Termination
of Executives Employment.  7.1Termination
for Cause by Company. Although Company anticipates a mutually rewarding
employment relationship with Executive, Company may terminate Executives
employment immediately at any time for Cause. For purposes of this Agreement,
Cause is defined as: (a) acts or omissions constituting gross negligence,
recklessness or willful misconduct on the part of Executive with respect to
Executives obligations or otherwise relating to the business of Company; (b)
Executives material breach of this Agreement or Companys Invention and
Non-Disclosure and Arbitration Agreement; (c) Executives conviction or entry
of a plea of nolo contendere for fraud, misappropriation or embezzlement, or
any felony or crime of moral turpitude or dishonesty; (d) Executives willful
neglect of duties as determined in the sole and exclusive discretion of the
Board of Directors; (e) Executives failure to perform the essential functions
of Executives position, with or without reasonable accommodation, due to a
mental or physical disability; (f)misconduct
by Executive that materially jeopardizes the Companys right or ability to
operate its business; (g) Executives violation of any of the Companys
material policies or procedures, including without limitation, Companys Equal
Employment Opportunity and Anti-Harassment policies; or (h) Executives death.
In the event Executives employment is terminated in accordance with this
subsection 7.1, Executive shall be entitled to receive only the Base Salary
then in effect, prorated to the date of termination. All other Company
obligations to Executive pursuant to this Agreement will become automatically
terminated and completely extinguished. Executive will not be entitled to
receive the Severance Payment described in subsection 7.2 below.  7.2Termination
Without Cause by Company/Severance. Executives employment is at-will and
Company can terminate the employment relationship at any time without Cause. In
the event of such termination without cause, Executive will receive the Base
Salary then in effect, prorated to the date of termination, and a Severance
Payment equivalent to one year of Executives Base Salary then in effect on
the date of termination, payable in accordance with Companys regular payroll
cycle, provided that Executive: (a) compiles with all surviving provisions of
this Agreement as specified in subsection 13.8 below; (b) executes a full
general release acceptable to Company, releasing all claims, known or unknown,
that Executive may have against Company arising out of or any way related to
Executives employment or termination of employment with Company; (c) agrees to
provide transition assistance to  2 
   Company,
without further compensation, for 3 months following the termination of the
employment relationship; and (d) agrees, without further compensation, to
provide information and assistance as may reasonably be required in connection
with litigation in which Company or Executive is a party. In addition to the
Severance Payment, Company shall pay for Executives COBRA coverage during
payout period of the Severance Payment. All other Company obligations to
Executive will be automatically terminated and completely extinguished.  7.3Voluntary Resignation by Executive. Executive may voluntarily resign
Executives position with Company, at any time on sixty (60) days advance
written notice. In the event of Executives voluntary resignation, Executive
will be entitled to receive the Base Salary and employee benefits for the
60-day notice period. At the conclusion of the 60-day period, all other Company
obligations to Executive pursuant to this Agreement will become automatically
terminated and completely extinguished. In addition, Executive will not be
entitled to receive the Severance Payment described in subsection 7.2 above.
Company reserves the right to relieve Executive of Executives duties during
the 60-day notice period in which case Executive will continue to receive
salary and benefits as if Executive were actively working.  8.No Other Agreements  8.1No Prior Agreements Relating to Terms of
Employment and Severance.
Executive and Company wish to replace and invalidate any previously agreed upon
terms of employment or severance obligations, and set forth in this Agreement
all of Companys obligations to Executive concerning the terms of Executives
employment and severance. By signing this Agreement, Executive agrees that any
prior letters, memoranda, emails, or any other agreements, whether written or
verbal, relating to the terms of Executives employment and Executives
severance are invalid and superseded by this Agreement.  8.2Inapplicability to Option Grants. This Agreement does not incorporate,
supersede, or in any way affect stock option grants between Company and
Executive, which are governed by separate documents.  9.No Conflict of Interest. During the term of Executives employment
with Company and during any period Executive is receiving payments from Company
pursuant to this Agreement, Executive must not engage in any work, paid or
unpaid, that creates an actual or potential conflict of interest with
Company.  Such work shall include, but
is not limited to, directly or indirectly competing with Company in any way, or
acting as an officer, director, employee, consultant, stockholder, volunteer,
lender, or agent of any business enterprise of the same nature as, or which is
in direct competition with, the business in which Company is now engaged or in
which Company becomes engaged during the term of Executives employment with
Company, as may be determined by the Board of Directors in its sole discretion.
If the Board of Directors believes such a conflict exists during the term of
this Agreement, the Board of Directors may ask Executive to choose to
discontinue the other work or resign employment with Company. If the Board of
Directors believes such a conflict exists during any period in which Executive
is receiving payments pursuant to this Agreement, the Board of Directors may
ask Executive to choose to discontinue the other work or forfeit the remaining
severance payments. In addition, Executive agrees not to refer any client or
potential client of Company to competitors of Company, without obtaining
Companys prior written consent, during the term of Executives employment and
during any period in which Executive is receiving payments from Company
pursuant to this Agreement.  3 
   10.Confidentiality and Proprietary Rights. Executive agrees to read, sign and abide by
Companys Invention and Non-Disclosure and Arbitration Agreement, which is
provided with this Agreement and incorporated herein by reference. Executive
further agrees that the terms of this Agreement are confidential, and that such
terms are not to be disclosed to anyone, including other Company employees and
Company executives, but excluding the Companys Chief Executive Officer, the
Companys Senior Vice President, Human Resources, and any member of the
Companys Audit Committee.  11.Nonsolicitation. Executive understands and agrees that
Companys employees and customers and any information regarding Company
employees and/or customers is confidential and constitutes trade secrets.  11.1Nonsolicitation of Customers or Prospects. Executive agrees that during the term of
this Agreement and for a period of one (1) year after the termination of this
Agreement, Executive will not, either directly or indirectly, separately or in
association with others, interfere with, impair, disrupt or damage Companys
relationship with any of its customers or customer prospects by soliciting or
encouraging others to solicit any of them for the purpose of diverting or
taking away business from Company.  11.2Nonsolicitation of Companys Employees. Executive agrees that during the term of
this Agreement and for a period of one (1) year after the termination of this
Agreement, Executive will not, either directly or indirectly, separately or in
association with others, interfere with, impair, disrupt or damage Companys
business by soliciting, encouraging or attempting to hire any of Companys
employees or causing others to solicit or encourage any of Companys employees
to discontinue their employment with Company.  12.Injunctive Relief. Executive acknowledges that Executives
breach of the covenants contained in sections 8-11 (collectively Covenants)
would cause irreparable injury to Company and agrees that in the event of any
such breach, Company shall be entitled to seek temporary, preliminary and
permanent injunctive relief without the necessity of proving actual damages or
posting any bond or other security.  13.General Provisions.  13.1Successors and Assigns. The rights and obligations of Company under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Company. Executive shall not be entitled to assign
any of Executives rights or obligations under this Agreement.  13.2Waiver. Either partys failure to enforce any provision of this Agreement
shall not in any way be construed as a waiver of any such provision, or prevent
that party thereafter from enforcing each and every other provision of this
Agreement.  13.3Attorneys Fees. Each side will bear its own attorneys fees
in any dispute unless a statutory section at issue, if any, authorizes the award
of attorneys fees to the prevailing party.  13.4Severability. In the event any provision of this
Agreement is found to be unenforceable by an arbitrator or court of competent
jurisdiction, such provision shall be deemed modified to the extent necessary
to allow enforceability of the provision as so limited, it being intended that
the parties shall receive the benefit contemplated herein to the fullest extent  4 
   permitted
by law. If a deemed modification is not satisfactory in the judgment of such
arbitrator or court, the unenforceable provision shall be deemed deleted, and
the validity and enforceability of the remaining provisions shall not be
affected thereby.  13.5Interpretation; Construction. The headings set forth in this Agreement
are for convenience only and shall not be used in interpreting this Agreement.
Executive acknowledges that Executive has had an opportunity to review and
revise the Agreement and have it reviewed by legal counsel, if desired, and,
therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.  13.6Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the United States and the State of
California. Each party consents to the jurisdiction and venue of the state or
federal courts in San Diego, California, if applicable, in any action, suit, or
proceeding arising out of or relating to this Agreement.  13.7Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be delivered as follows with notice deemed given as
indicated: (a) by personal delivery when delivered personally; (b) by overnight
courier upon written verification of receipt; (c) by telecopy or facsimile
transmission upon acknowledgment of receipt of electronic transmission; or (d)
by certified or registered mail, return receipt requested, upon verification of
receipt. Notice shall be sent to the addresses set forth below, or such other
address as either party may specify in writing.  13.8Survival. Sections 8 (No Conflict of Interest), 10 (Confidentiality and
Proprietary Rights), 11 (Nonsolicitation), 12 (Injunctive Relief), 13
(General Provisions) and 14 (Entire Agreement) of this Agreement shall
survive Executives employment by Company.  14.Entire Agreement. This Agreement, including the Invention and
Non-Disclosure and Arbitration Agreement incorporated herein by reference
constitutes the entire agreement between the parties relating to this subject
matter and supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral. No oral waiver,
amendment or modification will be effective under any circumstances whatsoever.  THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND
FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE
PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.  NICOLE EAGAN/s/
  Nicole EaganDated:
  8/7/02
  
  
  3611
  Valley Centre Dr.San
  Diego, CA 92130PEREGRINE
  SYSTEMS, INC.Dated:
  8/7/02
  
  By:
  /s/Gary G. GreenfieldGary G. GreenfieldChief
  Executive Officer3611
  Valley Centre DriveSan
  Diego, CA 92130  5 
   IV.This Addendum will be governed by and
construed in accordance with the laws of the United States and the State of
California. Each party consents to the jurisdiction and venue of the state or
federal courts in San Diego, California, if applicable, in any action, suit, or
proceeding arising out of or relating to this Agreement.  V.This Addendum and the Agreement, including the
Invention and Non-Disclosure and Arbitration Agreement incorporated therein by
reference, constitute the entire agreement between the parties relating to this
subject matter and supersede all prior or simultaneous representations,
discussions, negotiations, and agreements, whether written or oral. No oral
waiver, amendment or modification will be effective under any circumstances
whatsoever.  THE
PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING ADDENDUM AND FULLY UNDERSTAND
EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED
THIS ADDENDUM ON THE DATES SHOWN BELOW.  NICOLE EAGANDated:
  8/7/02
  
  /s/Nicole Eagan[Insert address]PEREGRINE SYSTEMS, INC.Dated:
  8/7/02
  
  By:
  /s/Gary G. GreenfieldGary
  G. GreenfieldChief
  Executive Officer3611
  Valley Center DriveSan
  Diego, CA 92130  2