Exhibit-10.49  DATED: 9th SEPTEMBER 2002  (1)PEREGRINE SYSTEMS OPERATIONS LIMITED (as Lender)  (2)PEREGRINE SYSTEMS LIMITED (as Borrower)  FUNDING AGREEMENT  NICHOLSON GRAHAM & JONES [ILLEGIBLE]  
   THIS DEED is made on the 9th day of September 2002  PARTIES:-  (1)PEREGRINE SYSTEMS OPERATIONS LIMITED, a
company incorporated in the Republic of Ireland (Registered Number 324176),
whose registered office is at Unit 3094, National Digital Park, Citywest,
Dublin 24 (the Lender); and  (2)PEREGRINE SYSTEMS LIMITED, a company incorporated in England and Wales
(Registered Number 2563273) whose registered office is at Peregrine House,
26-28 Paradise Road, Richmond, Surrey, TW9 1SF (the Borrower).  WHEREAS:  (A)The Lender is the holding company of the Borrower.  (B)The Lender has agreed to make available and
the Borrower has agreed to accept a working capital facility.  (C)This Deed sets out the terms and conditions
of the working capital facility.  THIS DEED WITNESSES as follows:-  1.DEFINITIONS  1.1The following words and expressions shall
have the following meanings except where the context otherwise admits or
requires:  Advance
  
  means each advance made or
  to be made under The Facility;Business
  Day
  
  means a day (other than a
  Saturday or Sunday) on which banks and financial markets are open for
  business in London and Dublin;Commencement
  of Insolvency
  
  means (a) the appointment
  of a receiver, and manager or administrative receiver over all or any parts
  of the property of the Borrower; (b) the making of an administration or
  winding up order in relation to the Borrower or of an order which subjects
  the Borrower to any procedure under the insolvency law of a country outside
  Great Britain; (c) the presentation by the Borrower or its senior management
  of  
   proposals to the
  Borrowers creditors, or to its principal financial creditors, for any
  re-scheduling, re-financing or re-structuring of all or a substantial part of
  the Borrowers indebtedness;Facility
  
  means subject to termination
  under clause 7 below, the loan facility granted by the Lender to the Borrower
  under this Deed;Funding
  Facility Deed
  
  means the funding facility
  deed between Peregrine Systems Inc and the Lender in the form annexed to this
  Deed at Appendix 1;Loan
  
  means the aggregate
  principal amount of the Advances from time to time outstanding under this
  Deed;Notice
  of Drawing
  
  means a Notice of Drawing
  requesting an Advance in the form annexed to this Deed at Appendix 2, duly
  completed and signed by two directors on behalf of the Borrower;Repayment
  Date
  
  means the date specified
  in Clause 6 or such later date upon which sums become payable to the Lender
  in accordance with Clause 8;Sterling
  and £
  
  means the lawful currency
  for the time being of the United Kingdom; andTermination
  
  means the occurrence of
  each or any of the events set out in clause 7 below.  1.2Further Definitions  (a)Any reference in this Deed to:-  Lender
  
  includes its successors
  immediate or derivative;month
  
  or a period of one or more
  months is a reference to a period which ends on the day (the corresponding
  day) in the relevant calendar month numerically corresponding to the day of
  the calendar month on which the period started or, if there is no  
   corresponding day, a
  period which ends on the last day of the relevant calendar month;persons
  
  includes individuals,
  bodies corporate, unincorporated associations, partnerships, governments,
  states and state agencies (whether or not having separate legal personality);tax(es)
  
  includes any tax levy,
  import duty, charge, fee, deduction or withholding of any nature and however
  called, levied, collected, withheld or assessed by any person;  1.3The words and expressions defined by the
Companies Act 1985 and the Insolvency Act 1986 shall have the same meaning
herein unless the context otherwise admits or requires:  2.INTERPRETATION  In
this Deed references to the deed or document are to such deed or document as
from time to time amended, novated, supplemented or replaced by a document
having a similar effect, areference
to any statute includes that statute as amended, extended or re-enacted and to
any bye-law, regulation, order, instrument or subordinate legislation made under
the relevant statute, the singular includes the plural and vice versa,
references to clauses and sub-clauses and to schedules are to the clauses and
sub-clauses of and to the schedules to this Agreement, the word including
will not limit the generality of any preceding words, the words other and
otherwise will not be limited by any words preceding them, headings to
clauses and sub-clauses are to be ignored in construing this Deed and
references to time are to London time unless otherwise specified.  3.AMOUNT AND PURPOSE  3.1Subject to clause 3.3 the Borrower shall be
entitled to draw down under this Facility such amounts from time to time as
shall be necessary to enable it to pay its debts as they fall due.  3.2Sums advanced under this Facility may only be
utilised by the Borrower for the Borrowers working capital purposes and
reorganisation costs.  3.3Any sum in excess of US$1 million shall be
subject to the prior approval in writing of the Chief Financial Officer of
Peregrine Systems Inc such approval not to be  
   unreasonably
withheld or delayed in the case of expenditure reasonably and properly required
for the purpose of the business of the Borrower.  4.FACILITY  4.1Availability  Subject
to the terms of this Deed the Facility shall be available to the Borrower for
drawing until the Repayment Date.  4.2Advance of the Facility  A
Notice of Drawing requesting drawdown of any Advance under the Facility must be
received by the Lender no later than 10.00 a.m. on the second Business Day
before the date on which the Advance is required. The Notice of Drawing must be
accompanied by a reconciliation of the Account and a cash flow (the Cash Flow) covering a period of not less
than 14 days commencing on the date of the Notice of Drawing. The Notice of
Drawing must specify:-  (a)the amount required;  (b)the purpose for which the Advance is required in so far as the same is
not clear from the Cash Flow;  (c)the date on which the Advance is required, which must be a Business
Day; and  (d)the name and address of the bank and the
title and number of the account to which the Advance is to be remitted.  4.3Conditions precedent  The
Lenders obligation to make the Facility available will only be effective when
all of the following conditions precedent have been satisfied:-  (a)the Lender and Peregrine Systems Inc have
executed the Funding Facility Deed;  (b)this Deed is executed by the Borrower;  (c)the Borrower has provided the first cash
flow forecast to the Lender; and  (d)the Lender has confirmed its agreement to
the first cash flow forecast.  
   5.FINANCIAL INFORMATION  The
Lender shall provide to the Borrower copies of the Lenders monthly management
accounts together with a monthly cash flow forecast within 14 days of the last
day of each calendar month together with any information provided to the Lender
under the Funding Facility Deed to enable the Borrower to satisfy itself that
the Lender will be able to continue to make the Facility available to the
Borrower.  6.REPAYMENT  6.1Subject as provided in Clause 8 the Borrower
shall repay the Loan within 12 months of Termination or such other period as
the parties shall agree.  7.TERMINATION  7.1Termination will occur or will be deemed to occur in the following
events:-  (a)the Lender declaring the Facility is
cancelled, provided that the Lender provides the Borrower with ninety days
written notice of such cancellation and further provided that the Facility
shall not be cancelled prior to 31 October 2003;  (b)the breach or termination by Peregrine
Systems, Inc of the Funding Facility Deed provided that this Deed shall not
terminate prior to the exhaustion of all and any of the Lenders rights of
action against Peregrine Systems, Inc and/or the expiry of a 90 day period
following the execution of an assignment by the Lender to the Borrower in
accordance with Clauses 10.1(a) and (b).  (c)any warranty, representation or statement
made in this Deed proves to have been incorrect or misleading in any material
respect and is not remedied to the satisfaction of the other party within
twenty-eight days of notification by the other party;  (d)the Lender or the Borrower fails duly to
perform or comply with any of the obligations expressed in this Deed;  (e)the Borrower commences negotiations with all
or a material part of its creditors with a view to the general re-adjustment or
re-scheduling of its indebtedness or makes a general assignment for the benefit
of or a composition with its creditors other than with the prior written
consent of the Lender provided that such consent shall not be unreasonably
withheld;  
   (f)any creditor of the Borrower takes any
corporate action or other steps are taken or legal proceedings are started for
the winding-up, dissolution or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of
the Borrower or of all or a material part of the Borrowers revenues and
assets, other than in each case with the prior written consent of the Lender
provided that such consent shall not be unreasonably withheld;  (g)any judgment or any other judicial
determination of liability is issued against the Borrower or any of its
subsidiaries or any distress, execution, diligence, attachment or other process
affects any asset of the Borrower in respect of a liability in excess of
£50,000 or its equivalent and is not discharged within seven days thereafter.  8.SUBORDINATION  The
Lender agrees that following the Commencement of Insolvency of the Borrower it
shall take no step or action for the repayment of the Facility or any part of
it until such time that all other creditors of the of the Borrower have been
paid in full and the Lender further agrees that any sums received by it in
respect of the Facility after such date shall be held by it on trust for such
other creditors of the Borrower so that the Lender shall be bound to pay any
such sums so received to such person or persons who may be responsible for
arranging for the payment of the Borrowers creditors.  9.PAYMENTS  9.1All payments to be made under this Deed shall
be made in Pounds Sterling and in immediately available funds.  9.2All payments to be made under this Deed shall
be made without set-off or counterclaim and free and clear of and without
deduction of any taxes, levies, duties, charges, fees, deductions,
withholdings, restrictions or conditions of any description.  If the Lender or Borrower is required at any
time by any applicable law to make any such deduction from any payment, the sum
due from the Borrower or the Lender in respect of such payment shall be
increased by such an amount as will result, notwithstanding the making of such
deduction, in the Lenders or the Borrowers receipt on the due date for
payment of each amount of a net sum equal to the sum that the Lender or the
Borrower would have received had no such deduction been required to be made.  10.REPRESENTATIONS AND
WARRANTIES  10.1The Lender represents and warrants to the Borrower that:-  
   (a)it has full power to enter into and perform
its obligations under this Deed (which has been duly accepted by the Borrower),
and that this Deed is valid, enforceable and binding upon it in accordance with
its terms, and that it has obtained and will maintain in effect all necessary
corporate authorisations and all other necessary consents; licences and
authorities;  (b)Peregrine Systems Inc has executed the
Funding Facility Deed in which Peregrine Systems Inc has represented and
warranted to the Lender that Peregrine Systems Inc has full power to enter into
and perform its obligations under the Funding Facility Deed and that the
Funding Facility Deed is valid and enforceable and binding upon it in
accordance with its terms, and that it has obtained and will maintain in effect
all necessary corporate authorisations and all other necessary consents,
licences and authorities.  (c)In so far as it is necessary for the Borrower
to enforce the terms of the representation referred to and described in clause
10.l(b) above the Lender agrees to execute an assignment of the benefit of the
representation and warranty to the Borrower in consideration of the payment of
the sum of £1 from the Borrower to the Lender receipt of which is hereby
acknowledged by the Lender.  (d)the execution, delivery and performance by
the Lender of this Deed and the events contemplated by this Deed; will not
violate:-  (i)its memorandum and articles of association;  (ii)any provision of any applicable law,
regulation or decree to which it is subject;  (iii)any provision of any contract, banking
facility or arrangement to which it is a party or any other obligations on the
Lender;  or
result in the execution or imposition of any lien, charge or encumbrance on the
assets of the Lender; and  (e)the Lender is not in default under any
agreement (save as disclosed in writing to the Borrower) to which it is a party
which would have a material adverse effect on its business and financial
condition.  10.2The Borrower represents and warrants to the Lender that:-  (a)it has full power to enter into and perform
its obligations under this Deed (which has been duly accepted by the Lender),
and that this Deed is valid,  
    enforceable and binding upon it in accordance with its terms, and that
it has obtained and will maintain in effect all necessary corporate
authorisations and all other necessary consents; licences and authorities;  (b)the execution, delivery and performance by
the Borrower of this Deed and the events contemplated by this Deed; will not
violate:-  (i)its memorandum and articles of association;  (ii)any provision of any applicable law,
regulation or decree to which it is subject;  (iii)any provision of any contract, banking
facility or arrangement to which it is a party or any other obligations on the
Borrower;  or result in the execution or imposition of any lien, charge or
encumbrance on the assets of the Borrower; and  (c)the Borrower is not in default under any
agreement (save as disclosed in writing to the Lender) to which it is a party
which would have a material adverse effect on its business and financial
condition.  10.3The warranties given by the Lender and the
Borrower herein shall be continuing and deemed to be repeated on each date on
which any payment is made under this Deed and on the making of any request for
an Advance by reference to the facts existing on each such date.  11.ASSIGNMENT AND TRANSFERS  12.The Borrower may not assign or transfer any
of its rights or obligations under this Deed without the written consent of the
Lender.  12.1Lender  The
Lender may at any time assign all or any part of the Lenders rights,
obligations and interests under this Agreement to any person.  12.2Disclosure of information  The Lender may disclose to a potential assignee (or any other person
with whom the Lender is contemplating entering into contractual relations with
respect to this Agreement) such information about the Borrower as the Lender
considers material to a potential assignee.  
   13.MISCELLANEOUS  13.1Time of the essence  Time will be of the essence of the performance of the obligations of
the Borrower under or in connection with this Deed.  13.2Severability  Each of the provisions of this Deed is severable and distinct from the
others and if at any time one or more of such provisions is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Deed will not in any way be affected or impaired.  13.3Rights cumulative  All rights of the Lender are cumulative and any express right conferred
on the Lender or the Borrower under this Deed may be exercised without
prejudicing or being limited by any other express or implied right of the
Lender.  14LAW AND JURISDICTION  14.1This Deed is governed by
English law.  14.2Courts of England and
Wales  The Courts of England and Wales will have jurisdiction to settle any
disputes which may arise out of or in connection with this Deed.  14.3No Exclusion or
Limitation of Rights  Nothing in this Clause 14 excludes or limits any right which the Lender
or the Borrower may have (whether under the law or any country, an
international convention or otherwise) with regard to the bringing of
proceedings, the service of process, the recognition or enforcement of a
judgment or any similar or related matter in any jurisdiction.  15.NOTICES  15.1Each communication to be under this Deed shall
be made in writing and may be made by letter or facsimile transmission.  
   15.2Any communication to be made or delivered by
one party to the other shall be made or delivered to that other party at its
address set out at the beginning of this Deed or to such other address as may
from time to time be notified in writing by one party to the other in
accordance with this clause.  15.3Any communication made or delivered for any
purpose of this Deed shall be deemed made or delivered when dispatched in the
case of a facsimile or in the case of a letter when left at the relevant
address or two Business Days after dispatch by prepaid first class post in an
envelope addressed to the relevant address.  16.THIRD PARTIES  Except
in respect of the obligations of the Lender contained in Clause 8 a person who
is not a party to this Deed shall have no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Deed.  17.EXECUTION  The
parties agreed and intend this Deed should be executed in counterparts.  AS WITNESS the hands of the duly authorised representatives of the parties the
day and year first above written.   EXECUTED
  as a DEED by
  )PEREGRINE
  SYSTEMS OPERATIONS
  )LIMITEDin the presence of:
  )
  /s/
  [ILLEGIBLE]Director/s/
  [ILLEGIBLE]Director/Secretary  EXECUTED
  as a DEED by
  )PEREGRINE
  SYSTEMS LIMITED
  )in the presence of:
  )
  /s/
  [ILLEGIBLE]Director/s/
  [ILLEGIBLE]Director/Secretary