Exhibit
10.17    20
December 2001  Mr
Alan Kerr
The Great Bam
Workingham Road
Hurst
Berkshire
RG100RX  Dear
Alan  Following
your recent interviews I am pleased to offer you the position of Vice President
&,General Manager - EMEA
with Peregrine Systems Limited (the Company). You will be based at our
offices at Richmond and you will report to Andy Cahill, Executive VP Customer
Relationships Group.  This offer is open
for 10 working days from the date of this setter. Your expected start date is 7th
January 2002.  This
letter sets out the terms of your employment that are personal to you and it
should be read in conjunction with the Companys standard terms employment that
arc contained in the attached Statement of Terms and Conditions of
Employment. In the event of a conflict between these documents the terms in
this letter will prevail.  1.   Remuneration  Your base salary will be £192,500 per
annum. This will be paid calendar monthly by credit transfer on or around the
20th day of the month.  You will also be entitled to
participate in the Companys Incentive Plan, subject to the Plan terms and
conditions from time to time in force. Full details of the Plan will be given
to you after you join us. Your Incentive Target is £157,500 resulting in an
O.T.E. of £350,000.  2.   Stock Options  On joining you will be granted 200,000
Peregrine Systems stock options, subject to the approval of the Board of
Directors or applicable designee.  Frictionless Business
  |
  Infrastructure Management
  Employee
  Relationship Management
  ?2?
  Relationship Management  Peregrine
  Systems Ltd - Ambassador House - Paradise Road - Richmond - Surrey - TW9 ISQ
  - Tel +44(0)20 8332 9666 - Fax: +44(0)20 8332 9533 - www.peregrine.comRegistered
  in England 256 3273 - Registered Office: Peregrine House - 26-28 Paradise
  Road - Richmond - Surrey - TW9 ISE - United Kingdom - VAT No. 562 9064 29  
   After six months you will be granted a
further 50,000 Peregrine Systems stock options, subject to the approval of the
Board of Directors or applicable designee.  In the event the Company experiences a
change of control (as defined in the Plans): (a) If a company acquires
Peregrine and assumes or substitutes
your existing outstanding stock options there will be no change in the terms
of your stock options:or (b) If a company acquires Peregrine and does not
assume your outstanding stock options, your options will become fully vested
and exercisable. In addition, your Option Agreement provides that your options
will become fully vested and exercisable in the event you are terminated
without cause or you terminate your employment for good reason within twelve
months following a change of control.  3.   Car Allowance  You
will be entitled to a Car Allowance of £1,500 per month, together with
reimbursement of business mileage at a rate determined from time to time by the
Company.  4.   Mobile Phone
Allowance  You
will be entitled to a Mobile Phone Allowance of £50 per month to cover the
monthly line rental. Business related calls will be reimbursed, via expenses,
upon production of appropriate billing information.  5.   Pensions and Other Benefits  As
discussed we will implement a suitable Executive Pension Scheme as soon as
possible to arrange competitive pension provision for you.  In
addition you and your immediate family will be eligible to benefit from the
Companys private medical insurance scheme and you will be eligible to
participate in the death in service life assurance and permanent health
insurance schemes. These benefits are subject to acceptance onto schemes and
the terms and conditions of such schemes from time to time in force. Further
details will be provided when you join us.  6.   Notice Period  The
notice required from you to the Company will be 12 months. Notice from the
Company to you will be 12 months. Notice should be given in writing.  7.   Continuous Service  Your
date of continuous service is 7th January 2002.  
   8.   Joining Fee  As agreed you will be paid a joining
fee of £35,000 which will be paid through the payroll less normal tax and Nl
deductions following your start date.  This
letter and the accompanying Statement serve to fulfil the legal requirements
contained in the Employment Rights Act (1996) to give employees written
particulars of their Terms and Conditions.  You should sign
and return to me one copy of this letter and the Statement as an indication of
your acceptance of this offer. At the same time please include contact details
for your referees.  I
look forward to welcoming you to Peregrine, however, if in the meantime you
have any queries concerning this offer that you would like to discuss, then
please do not hesitate to contact me.  Yours
  sincerely/s/ Roddy TemperleyRoddy TemperleyAVP Human
  Resourcesfor and on
  behalf ofPeregrine
  Systems Limited  I confirm my acceptance of
employment on the terms and conditions outlined above and in the Statement of
Terms and Conditions of Employment. In addition I confirm that I am not
prevented by any previous terms and conditions, or in any other way, from
entering into employment with Peregrine Systems and performing all the normal
duties expected of such a position.  Signed
  /s/ Alan Kerr
  
  Date
  24 December 2001Start Date
  7 January 2002