Exhibit 99.5  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.:
  03cvCOMMISSION,
  ))
  CONSENT AND
  UNDERTAKINGPlaintiff,
  )
  OF DEFENDANT)
  PEREGRINE
  SYSTEMS, INC.v.
  ))PEREGRINE
  SYSTEMS, INC.,
  ))Defendant.
  ))  1.             Defendant Peregrine Systems, Inc.
(Peregrine) hereby enters a general appearance in this case, admits the
jurisdiction of this Court over it and over the subject matter of this action,
acknowledges services upon Peregrine of the Complaint of Plaintiff Securities
and Exchange Commission (Commission) in this action, and waives 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 Judgment of Permanent
Injunction Against Defendant Peregrine Systems, Inc. (Judgment of Permanent
Injunction), 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)]; (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)]; and (6) provides that the amount of disgorgement and/or
civil penalty to be paid by Peregrine, if any, shall be determined by the Court
at a subsequent hearing.  3.             Peregrine understands and agrees
that the amount of disgorgement and/or civil penalty, if any, will be
determined by the Court upon motion of the Commission or at the instance of the
Court, in light of all the relevant facts and circumstances at a hearing at
which the issues will be limited to determining the appropriateness and the
amount of any such disgorgement and/or civil penalty. Peregrine understands and
agrees that, at such hearing, it will be precluded from arguing that it did not
violate the federal securities laws in the manner described in the Complaint
herein, and that, solely for the purposes of such hearing, the allegations of
the Complaint shall be accepted as and deemed true by the Court. Peregrine  2 
   understands and agrees that the
Court may determine whether to impose disgorgement and/or a civil penalty, and
the amount of any such disgorgement and/or civil penalty, on the basis of
affidavits, declarations, deposition excerpts and exhibits, or any other
information deemed appropriate by the Court. Peregrine may not, at the hearing,
challenge the validity of this Consent and Undertaking of Defendant Peregrine
Systems, Inc. (Consent and Undertaking) or the Judgment of Permanent
Injunction.  4.             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.  5.             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 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.  6.             Peregrine agrees and undertakes to
retain an Internal Auditor acceptable to the Commission staff within 90 days of
entry of the Judgment of Permanent Injunction. The Internal  3 
   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 Judgment of Permanent Injunction. 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 Judgment of Permanent Injunction, any new Internal
Auditor retained by Peregrine must be acceptable to the Commission staff.  7.             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 Judgment of Permanent
Injunction. The 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 recognized standards of best practices with respect to
corporate governance; (B) the adequacy of Peregrines corporate governance
policies and safeguards (1) to ensure the Peregrines Board of Directors (and
its committees) have appropriate powers,  4 
   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 Judgment of Permanent Injunction, 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 Judgment of Permanent Injunction, any new Corporate Compliance Officer
retained by Peregrine must be acceptable to the Commission staff.  8.             Peregrine agrees and undertakes
that, within 60 days of entry of the Judgment of Permanent Injunction, 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 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
of fraud most relevant to Peregrines business endeavors; and  5 
   (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.  9.             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.  10.           Peregrine understands and agrees that
this Consent and Undertaking embodies the entire agreement and understanding by
and between Peregrine and the Commission relating to the partial 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 set forth or referred to in this
Consent and Undertaking and that nothing herein is binding on any other agency
of government, whether federal, state, or local.  11.           Peregrine agrees that this Consent
and Undertaking shall be incorporated by reference into the Judgment of
Permanent Injunction 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.  6 
   14.           Peregrine agrees it will not oppose
the enforcement of the Judgment of Permanent Injunction 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 Judgment
of Permanent Injunction.  16.           Peregrine waives any right it may
have to appeal from the imposition of a civil penalty, if such is imposed by
the Court, except on the ground that the Courts determinations concerning
disgorgement and/or a civil penalty were not based on the applicable legal
standards for determining the appropriateness and amount of disgorgement and/or
a civil penalty.  17.           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.  18.           Peregrine enters into this 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 this Consent and Undertaking.  19.           Peregrine acknowledges and agrees
that this proceeding and this 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 17 C.F.R.§ 202.5(f) Peregrine waives any
claim of Double Jeopardy based upon the settlement of this proceeding.  7 
   including the imposition of any
remedy or civil penalty herein. Peregrine acknowledges that the Courts entry
of the Judgment of Permanent Injunction 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.  20.           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 Judgment of Permanent Injunction. Nothing
in this provision Affects Peregrines: a) testimonial obligations; or b) right
to take legal or factual positions of litigation or in defense of other legal
proceedings in which the Commission is not a party.  21.           Peregrine waives service of the
Judgment of Permanent Injunction and agrees that entry of the Judgment of
Permanent Injunction 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 Judgment of Permanent Injunction.  22.           Peregrine agrees that the Commission
may present the Judgment of Permanent Injunction to this Court for signature
and entry without further notice.  8 
   23.           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 Judgment of
Permanent Injunction and all other Orders and Decrees that may be entered
herein, and the implementation of additional equitable remedies or sanctions,
if any, as determined following a hearing.  9 
   24.           Except
as explicitly provided herein, nothing in this 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.
  GreenfieldChief
  Executive Officer   On June 26th 2003, Gary
G. Greenfield a person known to me, personally appeared before me and
acknowledged executing the foregoing Consent and Undertaking.   Shirley F.
  WeaseNotary
  PublicMy
  commission expires:Shirley F. WeaseNOTARY PUBLICMontgomery
  County, MarylandMy
  Commission Expires 5/1/07  10