Exhibit
10.44  PROMISSORY
NOTE  $6,165,065.14
  August
  26, 2002
  Los Angeles, California  FOR VALUE RECEIVED, the undersigned (hereinafter Maker),
hereby promises to pay to the order of SILICON VALLEY BANK, a California state
bank (hereinafter Holder), in such coin or currency of the United
States which shall be legal tender in payment of all debts and dues, public and
private, at the time of payment, the principal sum of $6,165,065.14 (which said
principal sum represents the Past Due Purchase Obligations of Maker to Holder
as of the date hereof in accordance with Schedule A to the Forbearance
Agreement (as defined below)), or such greater or lesser amount as may be
outstanding hereunder from time to time in accordance with the terms hereof,
together with interest from and after the date hereof on the unpaid principal
balance outstanding as set forth herein.  Forbearance Agreement. This Promissory Note (this Note) is one of the Promissory
Notes referred to in, and is issued pursuant to, that certain Forbearance
Agreement (the Forbearance Agreement), dated as of the date hereof,
among Maker, the subsidiaries of Maker identified on the signature pages
thereof, 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 witb
Fleet and the Trade Bank, each, a Purchaser, collectively Purchasers),
and Fleet, as agent for the Purchasers (in such capacity, together with its
successors in such capacity, Purchaser Agent). All of the terms,
covenants and conditions of the Forbearance Agreement and the other Forbearance
Documents are hereby made a part of this Note and are deemed incorporated
herein in full. Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Forbearance Agreement.  Senior
Debt. The obligations
of Maker hereunder (whether of principal, interest or otherwise) shall
constitute Senior Debt under the Indenture.  Payments
of Principal and Interest. The principal amount and accrued interest of this Note shall be due
and payable on the dates and in the manner hereinafter set forth:  (a)           Interest. Interest on the
outstanding principal balance hereof shall accrue at a per annum rate of 6.00%;
provided, however, that upon the occurrence and during the
continuation of a New Event of Default, interest on the outstanding principal
balance hereof shall accrue at a per annum rate of 9.00%. Interest shall accrue
monthly and shall be due and payable on the first day of each calendar month,
in arrears, until such time as the full principal balance hereof, together with
all other amounts owing hereunder, shall have been paid in full. The foregoing
to the contrary notwithstanding, upon the commencement of the first, if any,
Chapter 11 Proceeding filed by or against maker, (a) during the period from the
Filing Date thereof through  
   the Moratorium End Date,
interest shall accrue during the period from such Filing Date through the
Moratorium End Date (without compounding during such period) and on the
Moratorium End Date shall be added to the outstanding principal balance hereof,
(b) any interest accruing for any period prior to such Filing Date and due and
payable after such Filing Date shall be payable in accordance with the
immediately preceding sentence, and (c) after the Moratorium End Date, interest
shall accrue and be due and payable in accordance with the immediately
preceding sentence. Notwithstanding the date of this Note, in addition to the
interest otherwise payable hereunder, on the first due date of interest
hereunder, Maker shall pay interest on the outstanding Past Due Purchase Obligations
during the period from August 1, 2002 through and including the date of this
Note at the rate applicable to the principal amount hereof. Without limiting
Makers obligation to pay interest on the due date thereof, subject to the
interest moratorium provisions above, any interest not paid when due shall be
added to the outstanding principal balance hereof and thereafter interest shall
accrue on such amount in accordance with the terms hereof.  (b)           Principal. (i) The principal
balance of this Note shall be amortized over three years commencing on August
1, 2003 as set forth in the below table:  Period
  
  Annual Amortization (as a
  percentage of the Adjusted
  Original Principal Balance (as
  hereinafter defined) of each
  Promissory NoteAugust 1, 2003 through
  July 31, 2004
  
  20%August 1, 2004 through
  July 31,2005
  
  30%August 1, 2005 through
  July 31, 2006
  
  30%  (ii)           Principal on this Note shall be
payable in monthly installments commencing on the first day of each period set
forth above and continuing on the first day of each calendar month during each
such period until paid in full, in an amount equal to (a) the Adjusted
Original Principal Balance (as hereinafter defined) of this Note (as of the
date on which such payment is due), multiplied by (b) a fraction, (i) the
numerator of which is the Annual Amortization for such period (as set forth
in the table above), and (ii) the denominator of which is 12. As used herein
the Adjusted Original Principal Balance of this Note shall mean the original
principal amount hereof plus the aggregate amount that is added to the original
principal balance hereof after the date hereof as a result of Holder or any
other holder hereof exercising its rights under its Purchase  2 
   Documents to have any
Peregrine Party repurchase any of Holders Purchased Accounts, plus the amount
of any accrued interest added to the principal balance of such Promissory Note
pursuant to section (a) above on the Moratorium End Date minus the aggregate
amount that is subtracted from the original principal balance hereof after the
date hereof as a result of any payments received by Holder from the account
debtor or other obligor on any Purchased Account the repurchase price of which
is evidenced hereby.  The entire remaining
principal amount then outstanding, together with all accrued and unpaid
interest and any and all other amounts due hereunder, shall be due and payable
in full on July 31, 2006.  Prepayments. This Note may be prepaid in full or in part
without penalty or premium. This Note is subject to mandatory prepayment in
accordance with the terms of the Forbearance Agreement.  Any prepayment of less than the outstanding
amount of principal, accrued interest, and other amounts payable hereunder,
shall be applied first to accrued interest, then to the outstanding principal
balance, and then to the other amounts payable hereunder.  Past
Due Purchase Obligations.
If any Past Due Purchase Obligations owing to Holder arise after the date
hereof, then such Past Due Purchase Obligations may be added to the outstanding
principal balance hereof in accordance with the terms of the Forbearance
Agreement.  Holders
Books and Records.
Holder is authorized, at Holders option, to note the date and amount of each
payment or prepayment of principal hereunder and the incurrence of any new Past
Due Purchase Obligations in its books and records, including computer records.
Such books and records reasonably and in good faith maintained shall constitute
conclusive evidence, absent manifest error, of the accuracy of the information
contained therein. From time to time, on Holders request, Maker shall execute
and deliver to Holder, a new promissory note, in the same form as this Note, in
substitution of this promissory note in a principal amount equal to the then
outstanding principal balance hereof.  Rights
and Remedies. Upon
the occurrence of a New Event of Default, Holder (at its election but without
notice of its election and without demand) shall have all of the rights and
remedies set forth in Section X of the Forbearance Agreement.  Collection
Costs.  In addition to Holders other rights and
remedies, in the event Maker shall fail to pay any payment of principal or
interest, or both, required hereunder, Maker shall pay all collection costs
(including attorneys fees and expenses) incurred by Holder.  Remedies
Cumulative. The
rights and remedies of Holder under this Note, the Forbearance Agreement and
the other Forbearance Documents shall be cumulative. Holder shall have all
other rights and remedies not inconsistent herewith as provided under the
Uniform Commercial Code (as in effect in California from time to time), by law,
or in equity. No exercise by Holder of one right or remedy shall be deemed an election,
and no  3 
   waiver by Holder of any Event of Default
shall be deemed a continuing waiver. No delay by Holder shall constitute a
waiver, election, or acquiescence by it.  Intent
to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or
rates payable under this Note, plus any other amounts paid in connection
herewith, exceed the highest rate permissible under any law that a court of
competent jurisdiction shall, in a final determination, deem applicable.  Maker and Holder, in executing and
delivering this Note, intend legally to agree upon the rate or rates of
interest and manner of payment stated within it; provided, however, that,
anything contained herein to the contrary notwithstanding, if said rate or
rates of interest or manner of payment exceeds the maximum allowable under
applicable law, then, ipso facto,as
of the date of this Note, Maker is and shall be liable only for the payment of
such maximum as allowed by law, and payment received from Maker in excess of
such legal maximum, whenever received, shall be applied to reduce the principal
balance of Makers obligations hereunder to the extent of such excess.  Time
is of the essence of this Note. Subject to the provisions of the Forbearance Agreement and/or
Forbearance Documents requiring the giving of notices, to the fullest extent
permitted by applicable law, Maker, for itself and its legal representatives,
successors and assigns, expressly waives presentment, demand, protest, notice
of dishonor, notice of non-payment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.  Wherever possible, each
provision of this Note shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Note shall be
prohibited or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or remaining provisions of this Note. No delay or
failure on the part of Holder in the exercise of any right or remedy hereunder
shall operate as a waiver thereof, nor as an acquiescence in any default, nor
shall any single or partial exercise by Holder of any right or remedy preclude
any other right or remedy. Holder, at its option, may enforce its rights
against any collateral securing this Note without enforcing its rights against
Maker, any guarantor of the indebtedness evidenced hereby or any other property
or indebtedness due or to become due to Maker. Maker agrees that, without
releasing or impairing Makers liability hereunder, Holder may at any time
release, surrender, substitute or exchange any collateral securing this Note
and may at any time release any party primarily or secondarily liable for the
indebtedness evidenced by this Note.  Governing
Law. This Note shall
be governed by, and construed and enforced in accordance with, the laws of the
State of California.  [Remainder
of page intentionally left blank.]  4 
   IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and delivered on the
date first above written.  PEREGRINE
  SYSTEMS, INC.a Delaware corporation
  (Maker)By:
  /s/ [ILLEGIBLE]Title:
  CEO  S-1