Exhibit
10.14  FIRST AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT  THIS
FIRST AMENDMENT (this Amendment) TO AMENDED EMPLOYMENT AGREEMENT (the
Agreement) is made and entered into this 5th day of April, 2004, by and
between Peregrine Systems, Inc., a Delaware corporation (the Company) and
Kenneth A. Sexton (Employee).  RECITALS  R-l.Company
and Employee are parties to the Agreement, which was made and entered into on
March 6, 2003 effective as of June 24, 2002, and as approved by the bankruptcy
court on February 27, 2003.  R-2.Under
the Agreement, Employee is employed as Executive Vice President and Chief
Financial Officer of the Company for a term to continue until May 31, 2005.  R-3.On
December 10, 2003, the Chief Executive Officer hired David Sugishita to assume
the Chief Financial Officer role upon the Companys filing with the SEC the
Fiscal Year 2003 10-K, the three Fiscal Year 2003 10-Qs, and the three Fiscal
Year 2004 10-Qs for periods through December 31, 2003 (collectively, SEC
Filings), as a result of which Employee will be relieved of such duties.  R-4.The
Company desires to continue the employment of Employee through the Termination
Date (defined below).  NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:  1.All
defined terms used herein but not defined shall have the meaning set forth in
the Agreement.  2.Subject
to Section 7(B) and 7(D) of the Agreement, the Termination Date shall be
defined as thirty days after the latest to occur of (a) the date that
PricewaterhouseCoopers delivers to the Company an unqualified Fiscal 2003 audit
opinion and consent for inclusion in the Fiscal 2003 10-K (the PWC Delivery
Date), (b) the completion by Employee of the portions of the SEC Filings for
which he is responsible, and (c) Employees delivery to the Company of all
certifications and representation letters required under Section 4(a) of this
Amendment.  For purposes of defining PWC
Delivery Date, if PricewaterhouseCoopers notifies the Company that it will not
deliver an unqualified audit opinion solely as a result of the failure of a
Company officer, other than Employee, to provide necessary certifications or
representation letters, such notification date shall be deemed to be the PWC
Delivery Date.  However, notwithstanding
the prior sentence, in no event shall the Termination Date be later than
October 31,2004.  On the Termination
Date, if the Company does not have Cause for termination as of the Termination
Date (as such is defined in the Agreement),  
   Employees employment as
Executive Vice President and Chief Financial Officer of the Company will be
deemed terminated without Cause (the Termination).  3.The
provisions of the Agreement are modified, not modified, or not applicable as
follows:  Section 1.  Employment.   Section 1 of the Agreement is not modified.  Section 2.  Term.   Section 2 of the Agreement is not modified.  Section 3.  Compensation/Benefits.  (A) Base Salary  Section 3 A of the Agreement is not
modified.  (B) Bonuses.  Employee acknowledges that he has received
all payments provided for under Section 3(B)(i), (ii), and (iii) of the
Agreement and such sections are terminated.  The parties agree that the Company
shall pay the Post-Chapter 11 Annual Target Bonus provided for in Section
3(B)(iv) of the Agreement for the period from the Plan Effective Date (August
7, 2003) through the Termination Date, provided the performance targets set
forth in Attachment A hereto are met. 
Employee acknowledges that he is not eligible for any bonus payments for
fiscal year 2005,  (C) Benefits.  Section 3C of the Agreement is not modified.  (D) Share Options. In
lieu of the provisions under Section 3(D) of the Agreement, the parties agree
that, as a result of the reorganization in bankruptcy, Employee holds options
to purchase 25,352 shares of common stock of the Company at an exercise price
of $9.94 per share.  Such options may be
exercised by Employee pursuant to the terms of his Stock Option Agreement.  (E)Restricted Shares. In lieu of the provisions under
Section 3(E) of the Agreement, the parties agree that as of the Termination
Date, the Initial Restricted Stock were properly converted into 2,051 shares of
the Companys common stock, all of which will be fully vested as of the
Termination Date.  Section 4.  Expenses/Costs.  Section 4 of the Agreement is not modified,
provided, however, that (i) Employee acknowledges that expenses incurred as a
result of commuting from Employees residence in Cleveland to Peregrines
office in San Diego are taxable to the Employee beginning February 28, 2003 and
will be reported as such to appropriate tax authorities, (ii) all such
reimbursements, which are taxable, will be grossed up, and the amount of the
gross up payment will be calculated in accordance with Peregrines standard
practice, and (iii) Employee agrees to promptly reimburse the Company for any
unused advance following the Termination Date. 
In addition, as of the  2 
   Termination
Date, the Company will promptly reimburse employee for all legal fees and
reasonable expenses incurred by Employee in connection with the Amendment,
provided such fees and expenses do not exceed $3,000.00.  Section 5.  No Setoffs.  Section 5 of the Agreement is not modified.  Section 6.  Protection of the Company.  Section 6 of the Agreement is not modified.  Section 7.  Termination.  Sections 7(A) through 7(F) of the Agreement
are not modified.  Sections 7(G) through
7(1) are modified as follows:  (G)Termination
Pursuant to Sections 7(D), (E) or (F).  On the Termination Date, if the Company does not have Cause for
termination, the Termination will be deemed without Cause as follows:  1.Accrued Obligations.All accrued obligations shall be paid promptly.  2.Severance Payments.The severance payment shall be
Five Hundred Fifty Thousand Dollars ($550,000.00), payable by the Company in a
lump sum within two weeks following Termination Date.  3.Welfare Benefits.  The Welfare Benefits shall be available to Employee for a period
of eighteen (18) months following the Termination Date.  Employee must enroll in COBRA and will be
reimbursed by the Company for the cost of COBRA minus current employee
contributions.  (H)Outstanding
Share Options: Rights. 
The provisions of the first paragraph of Section 7(H) of the Agreement
shall continue in effect, it being acknowledged by the Company that all of the
Outstanding Share Options have vested and that outstanding Share Options may be
exercised as provided in Employees Stock Option Agreement with the Company.  (I)Post-Termination
Non-Competition Restrictions. 
The end of Section 7(I)(i) of the Agreement is modified to read as
follows: for a period of 12 months following the Termination Date, Employee
agrees not to directly or indirectly induce or attempt to induce or otherwise
counsel, advise, solicit or encourage any person to leave the employ of the
Company (Refrain from Competing), The remainder of Section 7(I) of the
Agreement is not modified.  Section 8.  Additional Payments.  Section 8 of the Agreement is not modified.  Section 9.  Indemnification and Insurance.  The provisions of Section 9 are not
modified.  3 
   Section 10. Miscellaneous.  1.The
provisions of Sections 10(A) through 10(H) of the Agreement are not modified.  2.(I) Survival.
The provisions of Section 10(I) of the Agreement shall continue in full force
and effect provided that, except for Sections 3(A) of the Agreement, which
ceases on the Termination date and 3(B) of the Agreement, which has already
been fulfilled as provided in Section 3 of this Amendment, no provision shall
survive after two (2) years from the expiration of Employees consulting
period.  4.Additional
Provisions.  The following are
additional provisions:  (a)Employee
agrees to provide certifications required by federal securities laws in
connection with the SEC Filings and any amendments thereto, as well as
certifications and/or representation letters required by the Company and
PricewaterhouseCoopers in connection with the Companys audited financial
statements and SEC Filings and any amendments thereto; provided, however, that
if Employee has provided the certifications required hereunder and completed
the portions of the SEC Filings for which he is responsible, in the event that
the Company determines not to file any of the SEC Filings or to file its Form
10-K for 2003 as an attachment to a Form 8-K, Employee will be deemed to have
satisfied his obligations under this provision and pursuant to Paragraphs 2(b)
and (c) above.  Employee will not be
expected to execute any certifications or representation letters the form and
content of which Employee believes is not accurate.  (b)Employee
agrees to be available for consultation and will reasonably cooperate with the
Company from time to time as requested by the Company during any review by the
SEC of the SEC Filings or any amendment or restatement of the SEC Filings if
required for the period from which he leaves the employment of the Company
until December 31, 2005,or such earlier date on which the Company terminates
such consulting period in writing (the Consulting Period).  Company agrees to compensate Employee at a
rate of $225 per hour, plus reimburse expenses incurred as a result of this
consultation.  For purposes of
clarification, Employee shall be considered a Consultant under the terms of
the Stock Option Agreement and the Plan during the Consulting Period and to
have a continuous status as Employee or Consultant during the transition from
Employee to Consultant for the Consulting Period.  Employee shall be allowed to keep the computer that was provided
to him by the Company through this consultation period.  At the conclusion of the consultation
period, the computer will be returned to Peregrine.  (c)Company
and Employee each hereby fully and forever release, acquit, waive, and
discharge the other of them from any and all causes of action, rights, claims,
counterclaims, demands, suits, proceedings, actions, and liabilities of any
nature whatsoever, whether known or unknown, presently existing or which may
hereafter arise, due in whole or in part to actions or omissions occurring
prior to the date of the  4 
   Amendment
which either of them ever had, now has, or hereafter can, shall or may have
against the other of them, but excluding all claims that arise out of a breach
in connection with the performance of the obligations of either of them in
favor of the other contained in the Agreement, as modified by this
Amendment.  Employee acknowledges and
agrees that the releases being given by him in this paragraph include, without
limitation, releases of any and all pre-petition or administrative proofs of
claim that were or could have been filed by Employee in Companys bankruptcy
case pending in the United States Bankruptcy Court for the District of
Delaware.  Employee agrees to cooperate
with Company in submitting orders to the bankruptcy court disallowing with
prejudice any such proofs of claim, including without limitation claim nos. 725
and 726 in the asserted amounts of $2,000,000.  IN
WITNESS WHEREOF, this Amendment has been signed on the date first written
above.  COMPANY:Peregrine
  Systems, Inc.By:
  /s/John MutchJohn MutchEMPLOYEE:By:
  /s/
  Kenneth SextonKenneth
  Sexton  5