Exhibit
10.41  AGREEMENT REGARDING PURCHASER BANK ARRANGEMENTS  This Agreement Regarding Purchaser Bank Arrangements (as amended,
supplemented or otherwise modified from time to time, the Agreement) is entered into as of
the 7th day of August, 2003, by and among Peregrine Systems, Inc., a Delaware
corporation and Debtor and Debtor In Possession (Peregrine) under Case No. 02-12740 (JKF), jointly
administered (the Case)
in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) and Peregrine
Remedy, Inc., a Delaware corporation and also a Debtor and Debtor In Possession
(Remedy) in the Case, and
each of Peregrines other Subsidiaries who are signatories of this Agreement
(Peregrine and Remedy, together with such Subsidiaries, each, a Peregrine Party, and collectively,
the Peregrine Parties),
on the one hand, and Fleet Business Credit, LLC, a Delaware limited liability
company, as successor to Sanwa Business Credit Corporation (Fleet), Wells Fargo HSBC Trade
Bank, N.A., a national banking association (the Trade Bank), and Silicon Valley Bank, a California
state bank (SVB; together
with Fleet and the Trade Bank, each, a Purchaser,
and collectively, the Purchasers),
and Fleet, as agent for the Purchasers (in such capacity, together with its
successors in such capacity, Purchaser
Agent and, together with the Purchasers and Peregrine Parties,
the Parties). This
Agreement is made with reference to the following facts and circumstances:  A.            Peregrine, Remedy
and certain of the other Peregrine Parties are currently obligated to the
Purchasers pursuant to their respective Purchase Documents (as defined below)
and the Forbearance Agreement and Forbearance Documents.  B.            Pursuant to that
certain Order Pursuant to Section 1129 of the Bankruptcy Code Confirming
Debtors Fourth Amended Plan of Reorganisation, as Modified, Dated July 14,
2003, the Bankruptcy Court has approved and confirmed the Fourth Amended Plan
of Reorganization of Peregrine Systems, Inc. and Peregrine Remedy, Inc. (as
modified, the Plan).  C.            Concurrently
herewith, and in accordance with the provisions of Section V of the Plan, the
Existing Promissory Notes (as defined below) executed by the Peregrine Parties
in favor of the Purchasers pursuant to the Forbearance Agreement (as defined
below) are being satisfied and cancelled and, with the exception of any liens,
security interests and other interests granted to Purchasers in and to the
Purchased Accounts pursuant to the Purchasers respective Purchase Documents
(the Continuing Liens),
the Purchasers and Purchaser Agent are terminating, reassigning, reconveying,
discharging, surrendering and otherwise releasing and relinquishing all
Collateral heretofore granted or assigned to or executed in favor of Purchasers
and/or Purchaser Agent in connection with the Purchase Obligations or other
obligations of the Peregrine Parties under the Purchase Documents, the
Forbearance Agreement and/or Forbearance Documents, as well as terminating the
Forbearance Documents themselves.  D.            In addition to the
actions described in Recital C above, the Peregrine Parties and Purchasers and
Purchaser Agent wish to supplement, modify and amend the Purchase Documents, as
more particularly provided below.  E.             IT IS THE INTENT OF
THE PARTIES THAT THIS AGREEMENT ADDRESS THE DEBTS AND/OR OBLIGATIONS OF THE
PEREGRINE PARTIES TO PURCHASERS  
   THAT ARE DESCRIBED OR REFERRED TO HEREIN OR
THAT ARISE UNDER OR IN CONNECTION WITH THE PURCHASE DOCUMENTS (AS AMENDED
HEREBY). THIS AGREEMENT DOES NOT PERTAIN TO ANY OTHER INDEBTEDNESS AND/OR
OBLIGATIONS OF ANY PEREGRINE PARTY (OR ANY OTHER PERSONS) TO ANY PURCHASER NOT
SPECIFICALLY ADDRESSED IN THIS AGREEMENT. ALL TERMS AND PROVISIONS OF ANY
AGREEMENTS (INCLUDING, BUT NOT LIMITED TO, THE PURCHASE DOCUMENTS) BETWEEN ANY
PEREGRINE PARTY, ON THE ONE HAND, AND ANY PURCHASER, ON THE OTHER HAND, NOT
SPECIFICALLY MODIFIED HEREIN OR RELEASED AND DISCHARGED PURSUANT TO ONE OR MORE
OF THE RELEASE AGREEMENTS, SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE
WITH THEIR ORIGINAL TERMS.  NOW, THEREFORE, in consideration of the above recitals and
the mutual promises contained in this Agreement and for other and further good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereby agree, as follows:  1.   Defined Terms. As used herein, the following terms
shall have the following definitions:  Agreement is defined in the preamble to this Agreement.  Bankruptcy Code means the United States Bankruptcy Code, as in
effect from time to time.  Bankruptcy Court is defined in the preamble to this Agreement.  Canadian Guaranty means, collectively, each of the Guarantees,
dated as of August 26, 2002, by one of the Canadian Peregrine Parties in favor
of each of the Purchasers, as such agreements may heretofore have been amended,
supplemented or modified from time to time.  Canadian Peregrine Parties means Peregrine Systems of Canada,
Inc., a corporation organized under the laws of Canada, Peregrine Nova Scotia
Company, a Nova Scotia unlimited liability company, Peregrine Systems Ltd., a
corporation organized under the laws of Ontario, Peregrine Ottawa Nova Scotia
Company, a Nova Scotia unlimited liability company, Peregrine Networks Canada
Inc., a corporation organized under the laws of Canada, Loran International
Technologies Inc., a corporation organized under the laws of Canada, Loran
Network Systems Inc., a corporation organized under the laws of Canada, Remedy
Canada Ltd., a corporation organized under the laws of Ontario, and Extricity
(Canada) Corp., a Nova Scotia unlimited liability company and Canadian
Peregrine Party means any one of them.  Canadian Security Agreement means, collectively, each of the
General Security Agreements, each dated as of August 26, 2002, executed and
delivered by one of the Canadian Peregrine Parties in favor of Purchaser Agent,
as such agreements may heretofore have been amended, supplemented or modified
from time to time.  Canadian Security Documents means, collectively, the Canadian
Security Agreement, the Hypothec, and the Canadian Guaranty, in each case, as
may heretofore have been amended, supplemented or modified from time to time.  2 
   Case is defined in the preamble to this Agreement.  Code means the Uniform Commercial Code as in effect in the
State of California from time to time.  Collateral means all assets of any Peregrine Party heretofore
securing all or any portion of the obligations of the Peregrine Parties under
the Purchase Documents, ForbearanceAgreement or the other Forbearance Documents.  Continuing Liens shall have the meaning ascribed to such term
in Recital C of this Agreement.  Copyright Security Agreement means, collectively, that certain
Copyright Security Agreement, dated as of August 26, 2002, between Peregrine
and Purchaser Agent, and that certain Copyright Security Agreement, dated as of
August 26, 2002, between Remedy and Purchaser Agent, as such agreements may
heretofore have been amended, supplemented or modified from time to time.  Effective Date shall have the meaning ascribed to such term in
the Plan.  Existing Promissory Notes means, with respect to each
Purchaser, collectively, all promissory notes executed by any Peregrine Party
prior to the date hereof that evidence Past Due Purchase Obligations (as
defined in the Forbearance Agreement) owing to such Purchaser by any Peregrine
Party, including, without limitation, those promissory notes described on ScheduleAattached hereto and incorporated herein by this reference.  Fleet is defined in the preamble to this Agreement.  Fleet Purchase Documents means those agreements, instruments
and documents described on Schedule C attached hereto relative to the
purchase by Fleet of certain accounts and payments from Peregrine, as amended
by this Agreement and as the same may hereafter be amended, supplemented or
otherwise modified from time to time.  Fleet Retained Accounts means and refers to those certain
those accounts and other rights to payment purchased by set forth on Schedule
B attached hereto and incorporated herein by this reference.  Forbearance Agreement means and refers to that certain
Forbearance Agreement dated August 26, 2002, among the Peregrine Parties,
Purchasers and Purchaser Agent, as the same may heretofore have been amended,
supplemented or modified from time to time.  Forbearance Documents means this Agreement, the Peregrine
Party Guaranty, the Peregrine Party Security Agreement, the Canadian Guaranty,
the Canadian Security Agreement, the Hypothec, the other Canadian Security
Documents, the Intercreditor Agreement, the Interpurchaser Agreement, the
Intercompany Subordination Agreement, the Existing Promissory Notes, the
Copyright Security Agreement, the Patent Security Agreement, the Trademark
Security Agreement, and any other agreement, instrument or document heretofore
entered into between any Peregrine Party and any Purchaser or executed by any
Peregrine Party in connection  3 
   with the Forbearance Agreement, in each case,
as the same may heretofore have been amended, supplemented or modified from
time to time.  Hypothec means the Movable Hypothec, dated August 26, 2002,
among Peregrine Systems of Canada, Inc., Purchaser Agent, and Purchasers, as
the same may heretofore have been amended, supplemented or modified from time
to time.  Intercompany Subordination Agreement means that certain
Intercompany Subordination Agreement, dated as of August 26, 2002, among the
Peregrine Parties, the Purchasers, and Purchaser Agent, as the same may
heretofore have been amended, supplemented or modified from time to time.  Interpurchaser Agreement means that certain Interpurchaser
Agreement, dated as of August 26, 2002, among the Purchasers, as may be
amended, supplemented or modified from time to time.  Parties shall have the meaning ascribed to it in the preamble
to this Agreement.  Patent Security Agreement means that certain Patent Security
Agreement, dated as of August 26, 2002, between Remedy and Purchaser Agent, as
such agreement may heretofore have been amended, supplemented or modified from
time to time.  Peregrine is defined in the preamble to this Agreement.  Peregrine Party and Peregrine Parties shall have the
meanings ascribed to such terms in the preamble to this Agreement.  Peregrine Party Guaranty means, collectively, each of the
General Continuing Guaranties, dated as of August 26, 2002, by Peregrine,
Remedy and the other Peregrine Parties signatory thereto in favor of each of
the Purchasers, as such agreements may heretofore have been amended,
supplemented or modified from time to time.  Peregrine Party Security Agreement means that certain Security
Agreement, dated as of August 26, 2002, among Purchaser Agent, Peregrine, and
each of Peregrines subsidiaries signatory thereto, as such agreement may
heretofore have been amended, supplemented or modified from time to time.  Person means any natural person, corporation, limited
liability company, limited partnership, general partnership, limited liability
partnership, joint venture, trust, land trust, business trust, or other
organization, irrespective of whether it is a legal entity, and any government
and any agency and any political subdivision thereof.  Purchase Documents means the Fleet Purchase Documents, the SVB
Purchase Documents, and the Trade Bank Purchase Documents, in each case as
amended hereby or as from time to time hereafter supplemented, modified or
amended.  Purchased Accounts means, with respect to each Purchaser, those
accounts and other rights to payment (including, without limitation,
enforcement rights and other contract rights  4 
   related to such accounts and other rights to
payment) purchased by such Purchaser, or in whichsuch Purchaser has acquired a security
interest, pursuant to such Purchasers Purchase Documents (and the security
interest, if any, granted in the contract underlying such account or other
right to payment) that remain outstanding on the date hereof, which arc
described on Schedule D attached hereto and incorporated herein by this
reference, and, with respect to Fleet, shall include, subject to paragraph 8 hereof, the Fleet Retained
Accounts.  Purchaser and Purchasers shall have the meanings
ascribed to them in the preamblehereto.  Purchaser Agent shall have the meaning ascribed thereto in the
preamble hereto.  Release Agreements means and refers collectively to those
certain Mutual Release Agreements of even date and executed and delivered
concurrently herewith, one among the Peregrine Parties and Fleet (the Fleet
Release Agreement), another among the Peregrine Parties and Trade Bank, a
third among the Peregrine Parties and SVB, and the last among Purchaser Agent
(only in its agency capacity) and the Peregrine Parties with each such Mutual
Release Agreement being individually referred to as a Release Agreement.  Remedy is defined in the preamble to this Agreement.  Repurchase Amount shall have the meaning ascribed to such term
in Paragraph 4(a) of this Agreement.  Stock means all shares, options, warrants, interests,
participations, or other equivalents (regardless of how designated) of or in a
Person, whether voting or nonvoting, including common stock, preferred stock,
or any other equity security (as such term is defined in Rule 3a11-1 of the
General Rules and Regulations promulgated by the SEC under the Exchange Act).  Subsidiary of a Person means a corporation, partnership,
limited liability company, or other entity in which that Person directly or
indirectly owns or controls the shares of Stock having ordinary voting power to
elect a majority of the board of directors (or appoint other comparable
managers) of such corporation, partnership, limited liability company, or other
entity.  SVB shall have the meaning ascribed to such term in the
preamble to this Agreement.  SVB Purchase Documents means those agreements, instruments and
documents set forth on Schedule E attached hereto relative to the
purchase by SVB of certain accounts and payments from Peregrine, as the same
are amended by this Agreement and as they may hereafter be amended,
supplemented or otherwise modified from time to time.  Trade Bank shall have the meaning ascribed to such term in the
preamble to this Agreement.  Trade Bank Purchase Documents means those agreements,
instruments and documents set forth on Schedule F attached hereto
relative to the purchase by the Trade Bank of certain  5 
   accounts and payments from Peregrine, as the
same are amended hereby and as they may hereafter be amended, supplemented or
otherwise modified from time to time.  Trademark Security Agreement means that certain Trademark
Security Agreement, dated as of August 26, 2002, between Peregrine and
Purchaser Agent, as such agreement may heretofore have been amended,
supplemented or modified from time to time.  2. Acknowledgment and Amendment of Purchase Documents.  (a) Peregrine hereby acknowledges, warrants and represents that the
following statements of facts regarding the Purchase Documents are true,
correct and complete:  (i)(a) As stated in the
Fleet Purchase Documents, Fleet has purchased certain accounts and other rights
to payment, (b) as of the date hereof, the accounts and other rights to payment
purchased by Fleet that remain outstanding are those set forth under the
heading Fleet Accounts on Schedule D hereto; (c) the Fleet Purchase
Documents have not been amended at any time on or before the date hereof except
as specifically set forth in Schedule C; (d) the Fleet Purchase
Documents constitute duly authorized, valid, binding and continuing agreements
and obligations of Peregrine to Fleet, enforceable in accordance with their
respective terms; and (e) Peregrine has no claims, cross-claims, counterclaims,
setoffs or defenses of any kind or nature which would in any way reduce or
offset its obligations to Fleet under the Fleet Purchase Documents as of the
Effective Date.  (ii)(a) As stated in the SVB
Purchase Documents, SVB has purchasedcertain accounts and other rights to payment, (b) as of the Effective
Date, the accounts and other rights to payment purchased by SVB that remain
outstanding are those set forth under the heading SVB Accounts on Schedule
D hereto; (c) the SVB Purchase Documents have not been amended at any time
on or before the date hereof except as specifically set forth in Schedule E;
(d) the SVB Purchase Documents constitute duly authorized, valid, binding and
continuing agreements and obligations of Peregrine to SVB, enforceable in
accordance with their respective terms; and (e) Peregrine has no claims,
cross-claims, counterclaims, setoffs or defenses of any kind or nature which
would in any way reduce or offset its obligations to SVB under the SVB Purchase
Documents as of the Effective Date.  (iii)(a) As stated in the
Trade Bank Purchase Documents, the Trade Bank has purchased certain accounts
and other rights to payment, (b) as of the Effective Date, the accounts and
other rights to payment purchased by the Trade Bank that remain outstanding are
set forth under the heading Trade Bank Accounts on Schedule D hereto;
(c) the Trade Bank Purchase Documents have not been amended at any time on or
before the date hereof except as specifically set forth in Schedule F;
(d) the Trade Bank Purchase Documents constitute duly authorized, valid,
binding and continuing agreements and obligations of Peregrine to the Trade
Bank, enforceable in accordance with their respective terms; and (e) Peregrine
has no claims, cross-claims, counterclaims, setoffs or defenses of anykind or nature which would in any way
reduce or offset its obligations to the Trade Bank under the Trade Bank
Purchase Documents as of the date of execution of this Agreement.  6 
   (b) Effective as of the Effective Date, and conditioned upon each
Purchasers receipt of the payment on account of its Secured Purchaser Bank
Claim (as defined in the Plan) required by Section V of the Plan, the Purchase
Documents are hereby modified and amended, as follows:  (i) The Fleet Purchase
Documents are hereby modified and amended in the manner described on Schedule
G attached hereto and incorporated herein by this reference;  (ii) The Trade Bank Purchase
Documents are hereby modified and amended in the manner described on Schedule
H attached hereto and incorporated herein by this reference; and  (iii)          The SVB Purchase Documents are hereby modified and amended
in the manner described on Schedule I attached hereto and incorporated
herein by this reference.  3. Scope of Agreement; Other Purchased Accounts. Nothing
contained in this Agreement shall be interpreted as or be deemed a release or a
waiver by any Purchaser of any of the terms or conditions of such Purchasers
Purchase Documents except as specifically provided in this Agreement. Unless
specifically modified herein, all other terms and provisions of the Purchase
Documents shall remain in full force and effect in accordance with their
original terms; provided that nothing in this Paragraph 3 or the other
provisions of this Agreement shall in any way be deemed to modify, limit or
otherwise affect the Release Agreement or the scope of the matters covered
thereby.  As used in this paragraph, Other Purchased Accounts means, with
respect to each Purchaser, the accounts and other rights to payment purchased
by such Purchaser pursuant to its Purchase Documents that have been repaid by
the account debtor or obligor thereon or repurchased by a Peregrine Party and,
as a result of such repayment or repurchase, no amounts are owed to such
Purchaser in respect thereof. The Parties acknowledge that each Purchaser,
pursuant to its Purchase Documents purchased the Other Purchased Accounts but that,
because no amounts are owing to such Purchaser thereon as of the date hereof,
the Other Purchased Accounts are not identified herein as Purchased Accounts.
Each Purchaser shall retain for its own account all payments made prior to the
date hereof in respect of such Purchasers Purchased Accounts and Other
Purchased Accounts (including, without limitation, the Interim Payments as
defined in, and made pursuant to, the Agreed Order Nune Pro Tune December 30,
2002 Pursuant to 11 U.S.C. §§ 105(a), 363(b)(l) and Federal Rule of Bankruptcy
Procedure 90l9(a) Authorizing the Debtors to Use Property of the Estates
Outside of the Ordinary Course of Business and Approving Settlement by and
Among Debtors, Fleet Business Credit, LLC, Wells Fargo HSBC Trade Bank, N.A.
and Silicon Valley Bank). Each Purchaser shall also retain, with respect to all
of its Other Purchased Accounts not repurchased by a Peregrine Party, all of
such Purchasers rights and remedies against the account debtor or obligor
thereon (it being expressly understood that this sentence is not intended to
reserve any right or remedy of any Purchaser against any Peregrine Party).  4. Ongoing Repurchase Obligations. Notwithstanding anything
to the contrary in this Agreement, the Forbearance Agreement or any document or
instrument executed in connection  7 
   herewith, each Purchasers rights under its
respective Purchase Documents to from time to time require Peregrine to
repurchase Purchased Accounts shall continue in full force and effect; provided
that, notwithstanding anything to the contrary in this Agreement or the
Purchase Documents, Peregrine shall not be obligated to pay or give any
consideration to Fleet in connection with the reassignment, reconveyance or
other transfer of any Fleet Retained Account to Peregrine. For their part, each
Purchaser hereby agrees that, it will not require Peregrine or any other
Peregrine Party to repurchase any of such Purchasers Purchased Accounts or
otherwise seek to enforce any rights or remedies under any of such Purchasers
Purchase Documents based upon any default in respect thereof in existence as of
the date hereof or based upon any fact or condition in existence as of the date
hereof (whether or not the same constitutes or gives rise to a default of a
recurring nature) except as set forth on Schedule J (attached hereto and
incorporated by this reference).  5. Performance under Purchase Documents. All amounts
received by any Peregrine Party with respect to any Purchasers Purchased
Accounts shall be remitted to the appropriate Purchaser immediately upon
receipt thereof by such Peregrine Party in the same form so received, together
with any necessary endorsements thereto, and an appropriate accounting with
respect to the same, and until so remitted to the appropriate Purchaser shall
be held in trust for the benefit of such Purchaser and not commingled with any
assets of any Peregrine Party.  6. Security Interest; Priority. The Continuing Liens with
respect to the Purchased Accounts shall be senior and first priority liens and
security interests in and to the Purchased Accounts.  7. Termination of Forbearance Document.   Effective on the Effective Date, and
conditioned upon each Purchasers receipt of the payment on account of its
Secured Purchaser Bank Claim required by Section V of the Plan, the Forbearance
Agreement shall, without further documentation or action by any Party, cease to
be of any further force or effect whatsoever. In that connection, each of the
Peregrine Parties hereby acknowledges and agrees that, effective upon the
Effective Date, the Purchasers obligations to forbear from exercising their
rights and remedies as provided in the Forbearance Agreement have terminated,
and that, subject to the Release Agreements and the last sentence of Paragraph
4 above, each Purchaser is entitled, in Purchasers discretion, to exercise any
and all of its rights and remedies under its respective Purchase Documents.  8. Fleet Retained Accounts. Notwithstanding anything to the
contrary herein or in any Release Agreement, to the extent mutually agreed upon
prior to the Effective Date by Fleet and the Peregrine Party(ies) from whom the
Fleet Retained Accounts were purchased, the security interests and other
interests of Fleet in and to each Fleet Retained Account shall continue in full
force and effect. Such agreement may also address Fleets ongoing enforcement
of certain rights or remedies in respect of the Fleet Retained Account. Unless
and until Fleet and the applicable Peregrine Party(ies) shall have entered into
such an agreement, in form and substance satisfactory to each of them, dealing
with matters relating to such enforcement, however, Fleet shall have no
obligation to exercise or pursue any enforcement rights or remedies with
respect to any Fleet Retained Account. Neither Fleet nor any Peregrine Party
shall have any obligation to enter into any such agreement and each of them
expressly reserves the right not to enter into any such agreement except at its
sole discretion.  8 
   9. Revival Clause. If the incurring of any debt or the
payment of money or transfer of property made to the Purchasers by or on behalf
of any Peregrine Party should for any reason subsequently be declared to be
fraudulent or preferential within the meaning of any state or federal law
relating to creditors rights, including, without limitation, fraudulent
conveyances, preferences or otherwise voidable or recoverable payments of money
or transfers of property, in whole or in part, for any reason (collectively, Voidable
Transfers) under the Bankruptcy Code or any other federal or state law,
and the Purchasers are required to repay or restore any such Voidable Transfer
or the amount or any portion thereof, or upon the advice of their in-house
counsel or outside counsel are advised to do so, then, as to such Voidable
Transfer or the amount repaid or restored (including all reasonable costs,
expenses and attorneys fees of the Purchasers related thereto), the
obligations of the Peregrine Parties under the Purchase Documents and this
Agreement and all of the Purchasers rights and remedies under the Purchase
Documents and this Agreement shall automatically be revived, reinstated and
restored and shall exist as though such Voidable Transfer had never been made,
to the extent of any harm to the Purchasers.  10. Notices.  Unless otherwise provided in this Agreement, all notices or demands to
any Peregrine Party, to any Purchaser, or to Purchaser Agent relating to this
Agreement or any Purchase Document shall be in writing and (except for
financial statements and other informational documents which may be sent by
first-class mail, postage prepaid) shall be personally delivered or sent by
registered or certified mail (postage prepaid, return receipt requested),
overnight courier, or facsimile to any Peregrine Party in care of Peregrine, to
each Purchaser, or to Purchaser Agent, as the case may be, at its address set
forth below:  If to any PeregrineParty:
  
  PEREGRINE SYSTEMS, INC.3611 Valley Centre DriveSan Diego, CA 92130Attn: Kathy Vizas, Esq.Fax No. 858-481-1751with
  copies to:
  
  PACHULSKI, STANG, ZIEHL,
  YOUNG,JONES & WEINTRAUB10100 Santa Monica
  Boulevard, 11th FloorLos Angeles, CA 90067-4100Attn: Richard Pachulski,
  Esq.Fax No. 310-201-0760If
  to Purchaser Agent:
  
  FLEET BUSINESS CREDIT, LLCOne South Wacker Drive,
  Suite 3800Chicago, IL 60606Attn: Stuart SchwartzFax No. 312-782-6486with
  copies to:
  
  FLEET BUSINESS CREDIT, LLCOne South Wacker Drive,
  Suite 3800  9 
   Chicago, IL 60606Attn: General CounselFax No. 312-853-1433and
  copies to:
  
  KAYE SCHOLER LLP425 Park AvenueNew York, New York 10022Attn: Richard Smolev, Esq.Fax No. 212-836-8689If to Fleet:
  
  FLEET BUSINESS CREDIT, LLCOne South Wacker DriveChicago, IL 60606Attn: Stuart SchwartzFax No. 312-782-6486with
  copies to:
  
  FLEET BUSINESS CREDIT, LLCOne South Wacker DriveChicago, IL 60606Attn: General CounselFax No. 312-853-1433and
  copies to:
  
  KAYE SCHOLER LLP425 Park AvenueNew York, New York 10022Attn: Richard Smolev, Esq.Fax No. 212-836-8689If to SVB:
  
  SILICON VALLEY BANK38 Technology Drive, Suite
  150Irvine, CA 92618Attn: Marla JohnsonFax No. 949-789-1930with copies to:
  
  LEVY SMALL &LALLAS815 Moraga DriveLos Angeles, CA 90049Attn: Leo Plotkin, Esq.Fax No. 310-471-7990If to Trade Bank:
  
  WELLS FARGO HSBC TRADE
  BANK, N.A.333 South Grand Avenue,
  Suite 940Los Angeles, CA 90071Attn: Mr. Ernie PinderFax No. 213-253-5913with copies to:
  
  WELLS FARGO HSBC TRADE
  BANK, N.A.333 South Grand Avenue,
  Suite 1040  10 
   Los Angeles, CA 90071Attn: Christine Keranore,
  Esq.Fax No. 213-626-4812and copies to:
  
  PILLSBURY WINTHROP LLP650 Town Center Drive, 7th
  FloorCosta Mesa, CA 92626Attn: Craig A. Barbarosh,
  Esq.Fax No. 714-436-2800   Purchaser Agent, Purchasers and the Peregrine Parties may change the
address at which they are to receive notices hereunder, by notice in writing in
the foregoing manner given to the other party. All notices or demands sent in
accordance with this section, other than notices by any Purchaser in connection
with enforcement rights in respect of any Continuing Lien under the provisions
of the Code and other than notices by any Peregrine Party regarding a change of
any Peregrine Partys name, shall be deemed received on the earlier of the date
of actual receipt or 3 Business Days after the deposit thereof in the mail. Each
Peregrine Party acknowledges and agrees that notices sent by the Purchasers in
connection with the enforcement of the Continuing Liens under the provisions of
the Code shall be deemed sent when deposited in the mail or personally
delivered, or, where permitted by law, transmitted by facsimile or any other
method set forth above. Any notice by any Peregrine Party regarding a change of
any Peregrine Partys name shall be deemed received only upon the actual
receipt thereof.  11. Authority. Each Party represents and warrants to the
others that: (A) it has authority to execute this Agreement; (B) the execution,
delivery and performance of this Agreement does not require the consent or
approval of any other Person; and (C) this Agreement is a valid, binding and legal
obligation of such Party enforceable in accordance with its terms, and does not
contravene or conflict with any other agreement, indenture or undertaking to
which such Party is a party.  12. Payment of Expenses. Without limiting the obligation of
Peregrine and Remedy to pay the attorneys fees and expenses of any Purchaser
or Purchaser Agent on or prior to the Effective Date in accordance with the
Plan, to the extent any such attorneys fees and expenses payable by Peregrine
or Remedy under the Plan are not paid on or prior to the Effective Date, each
of Peregrine and Remedy, jointly and severally, agrees to pay such attorneys
fees and expenses promptly after their receipt of an invoice therefor and a
reasonably detailed description of the costs and activities underlying such
invoice. In the event any action (whether or not in a court proceeding) shall
be required to interpret, implement, modify, or enforce the terms and
provisions of this Agreement, or any of the Purchase Documents, and/or to
declare rights under same, the prevailing party in such action shall recover
from the losing party all of its reasonable fees and costs, including, but not
limited to, the reasonable attorneys fees and costs (if applicable) of each
Purchasers outside counsel and the reasonable allocated costs of each
Purchasers in-house counsel.  13. Governing Law. This Agreement shall be construed and
interpreted in accordance with and shall be governed by the laws of the State
of California, without regard to the conflict of laws principles thereof.  11 
   14. Successors. Assignment. This Agreement shall be binding
on and inure to the benefit of all of the parties hereto, and upon the heirs,
executors, administrators, legal representatives, successors and assigns of the
Parties (including, without limitation, Reorganized Peregrine Systems, Inc.),
and each of them. The terms and provisions of this Agreement are for the
exclusive benefit of the Peregrine Parties and the Purchasers, and may not be
transferred, assigned, pledged, set over or negotiated by any Peregrine Party
to any Person without the prior express written consent of the Purchasers.
Notwithstanding any other provisions contained herein, each Purchaser may sell,
transfer, negotiate, assign or grant participations m all or a portion of its
rights in any of the Purchase Documents and this Agreement to any Person
without prior notice to any Peregrine Party, provided, however, that any such
assignee shall be bound by the terms and provisions of the Purchase Documents
and this Agreement.  15. Complete Agreement of Parties. This Agreement, together
with the Purchase Documents, the Release Agreements and the confidentiality
agreements executed by each of the Purchasers and Peregrine prior to the date
hereof, constitute the entire agreement between the Purchasers, on the one
hand, and the Peregrine Parties, on the other hand, arising out of, related to
or connected with the subject matter of this Agreement. Any supplements,
modifications, waivers or terminations of this Agreement shall not be binding
unless executed in writing by the parties to be bound thereby. No waiver of any
provision of this Agreement shall constitute a waiver of any other provisions
of this Agreement (whether similar or not), nor shall such waiver constitute a
continuing waiver unless otherwise expressly so provided. To the extent of any
inconsistency between the terms and provisions of the Purchase Documents and
those of this Agreement or any Release Agreement, this Agreement and the
Release Agreement shall govern and control, but except to such extent, the
terms and provisions of the Purchase Documents shall be unchanged and remain in
full force and effect.  16. Execution In Counterparts; Facsimile Execution. This
Agreement may be executed in any number of counterparts each of which, when so
executed and delivered, shall be deemed an original, and all of which together
shall constitute but one and the same agreement.  Delivery of an executed counterpart of this Agreement by
facsimile shall be equally as effective as delivery of a manually executed
counterpart. Any party hereto delivering an executed counterpart of this
Agreement by facsimile shall also deliver a manually executed counterpart, but
the failure to so deliver a manually executed counterpart shall not effect the
validity, enforceability or binding effect hereof.  17. Contradictory Tcrms/Severability. In the event that any
term or provision of this Agreement contradicts any term or provision of any
other document, instrument or agreement between the parties including, but not
limited to, any of the Purchase Documents, the terms of this Agreement shall
control. If any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, such provision shall be severable from all other
provisions of this Agreement, and the validity, legality and enforceability of
the remaining provisions of this Agreement shall not be adversely affected or
impaired, and shall thereby remain in full force and effect.  18. Headings. All headings contained herein are for
convenience purposes only, and shall not be considered when interpreting this
Agreement.  12 
   19. Further Assurances. The Parties hereto shall cooperate
with each other in carrying out the terms and intent of this Agreement, and
shall execute such other documents, instruments and agreements as are
reasonably required to effectuate the terms and intent of this Agreement (the
reasonable legal fees and expenses incurred by the Purchasers and/or Purchaser
Agent in connection therewith (including, without limitation, the reasonable
legal fees and expenses incurred in connection with the termination of any
liens or security interests) to be reimbursed by Peregrine and Remedy, jointly
and severally). Without limiting the generality of the foregoing, each
Peregrine Party shall cooperate with the Purchasers in the collection of the
accounts and other rights to payment purchased by the Purchasers from any
Peregrine Party, which cooperation shall include, but not be limited to
contacting the account debtors or other Persons obligated on such accounts or
other rights to payment and directing that payment be made directly to the
applicable Purchaser, providing the Purchasers with information and copies of
documents relating to such accounts and rights to payment, giving the
Purchasers access to the Peregrine Parties personnel, books and records, and
otherwise consulting with and assisting the Purchasers in the collection of
such accounts and rights to payment.  20. Course of Dealing: Waivers. No course of dealing on the
part of the Purchasers, or their respective officers, nor any failure or delay
in the exercise of any right(s) by the Purchasers, shall operate as a waiver
thereof, and any single or partial exercise of any such right(s) shall not
preclude any later exercise of any such right(s). The Purchasers failure at
any time to require strict performance by the Peregrine Parties of any
provision shall not affect any right(s) of the Purchasers thereafter to demand
strict compliance and performance. Any suspension or waiver of a right(s) must
be in writing signed by the Purchasers.  21. Consultation with Counsel. Each party hereto
acknowledges that it is freely and voluntarily entering into this Agreement.
Moreover, each party hereto also acknowledges that it has been represented by
counsel of its own choice at each stage in the negotiation of this Agreement,
or has knowingly and voluntarily elected not to be represented by counsel at
each stage in the negotiation of this Agreement. To the extent any party was
represented by counsel, said party acknowledges that: (A) it has relied on such
counsels advice throughout all of the negotiations which preceded the
execution of this Agreement, and in connection with the preparation and
execution of this Agreement; (B) such counsel has read and approved this
Agreement; and (C) such counsel has advised such party concerning the validity
and effectiveness of this Agreement, and the transactions to be consummated in
accordance therewith.  22. Limitation of Liability of Certain Peregrine Parties.
Nothing herein shall be deemed to impose upon any Peregrine Party that was not
originally a party to any Purchase Document any liability or obligation under
or in connection with any Purchase Document, it being the Parties express
intent that following the Effective Date, the only Parties obligated under the
Purchase Documents shall be those Parties who were parties thereto prior to the
execution and delivery of the Forbearance Agreement and Forbearance Documents.  23. Bankruptcy Court Jurisdiction: Waiver of Jury Trial.
Until substantial consummation (as defined in 11 U.S.C. sec. 1101(2)) of the
Plan, the Bankruptcy Court shall have exclusive jurisdiction to resolve and
determine all disputes and other matters arising in connection with the
interpretation or enforcement of this Agreement (collectively, Disputed
Matters) and each Party hereby  13 
   expressly consents and submits to such
jurisdiction. Following such substantial consummation of the Plan, jurisdiction
shall be non-exclusive and shall lie in such state or federal court(s) as may
properly assert jurisdiction over the Disputed Matter in question. THE PARTIES HERETO, AND EACH OF THEM, HEREBY
IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE PURCHASE DOCUMENTS, THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY.  14 
   IN WITNESS WHEREOF, the parties hereto have caused this
Agreement regarding Purchaser Bank Arrangements to be executed and delivered as
of the date first written above.  The
  Purchasers:
  FLEET
  BUSINESS CREDIT, LLC,a Delaware limited
  liability company, as a
  Purchaser and as Purchaser AgentBy:
  /s/ [ILLEGIBLE]Its:
  Senior Vice PresidentSILICON
  VALLEY BANKa California state bankBy:
  /s/ Marla JohnsonIts:
  Senior Vice PresidentWELLS FARGO HSBC TRADE BANK, N.A.,a National Banking
  AssociationBy:
  /s/ Ernie PinderIts:
  ERNIE PINDERRELATIONSHIP MANAGER  15 
    The
  Peregrine Parties:
  PEREGRINE
  SYSTEMS, INC.,
  a Delaware corporationBy:
  /s/ Gary G. GreenfieldIts:
  CEO and PresidentPEREGRINE
  REMEDY, INC.,a Delaware corporationBy:
  /s/ Gary G. GreenfieldIts:
  CEO and PresidentTELCO
  RESEARCH CORPORATION,a Tennessee corporationBy:
  /s/ Gary G. GreenfieldIts:
  CEO & PresidentPEREGRINE
  DIAMOND, INC.,a Delaware corporationBy:
  /s/ Gary G. GreenfieldIts:
  CEO & PresidentPEREGRINE
  CALIFORNIA PADRES, INC.,
  a Delaware corporationBy:
  /s/ Gary G. GreenfieldIts:
  CEO & PresidentPEREGRINE
  ONTARIO BLUE JAYS, INC.,
  a Delaware corporationBy:
  /s/ Gary G. GreenfieldIts:
  CEO & President  16 
   BALLGAME
  ACQUISITIONCORPORATION, a Delaware
  corporationBy:
  /s/ Gary G. GreenfieldIts:
  President & CEOOCTOBER
  ACQUISITIONCORPORATION, a Delaware
  corporationBy:
  /s/ Gary G. GreenfieldIts:
  Director, CEO & PresidentPEREGRINE
  BODHA, INC.,a California corporationBy:
  /s/ Gary G. GreenfieldIts:
  CEO & PresidentPEREGRDSK
  FEDERAL SYSTEMS, INC.,an Illinois corporationBy:
  /s/ Gary G. GreenfieldIts:
  CEO, President and DirectorLORAN
  NETWORK SYSTEMS, LLC,a Delaware limited
  liability companyBy:
  /s/ Gary G. GreenfieldIts:
  Director  17 
   PEREGRINE
  SYSTEMS OF CANADA, INC.,a corporation organized
  under the laws of CanadaBy:
  /s/ Gary G. GreenfieldIts:
  Director and PresidentPEREGRINE
  NOVA SCOTIA COMPANY,a Nova Scotia unlimited
  liability company,By:
  /s/ Gary G. GreenfieldIts:
  Director and PresidentPEREGRINE
  SYSTEMS LTD.,a corporation organized
  under the laws of OntarioBy:
  /s/ Kathryn VizasIts:
  Director and SecretaryPEREGRINE
  OTTAWA NOVA SCOTIACOMPANY, a Nova Scotia unlimited
  liability companyBy:
  /s/ Kathryn VizasIts:
  Director and PresidentPEREGRINE
  NETWORKS CANADA INC.,a corporation organized
  under the laws of CanadaBy:
  /s/ Kathryn VizasIts:
  Director and President  18 
   LORAN
  INTERNATIONALTECHNOLOGIES INC., a corporation
  organized under the laws of CanadaBy:
  /s/ Gary G. GreenfieldIts:
  Director and PresidentLORAN
  NETWORK SYSTEMS INC.,a corporation organized
  under the laws of CanadaBy:
  /s/ Gary G. GreenfieldIts:
  Director and PresidentREMEDY
  CANADA LTD.,a corporation organized
  under the laws of OntarioBy:
  /s/ Gary G. GreenfieldIts:
  Director and PresidentEXTRICITY
  (CANADA) CORP.,a Nova Scotia unlimited
  liability companyBy:
  /s/ Gary G. GreenfieldIts:
  Director and President  19