Exhibit
10.20  EXECUTIVE
EMPLOYMENT AGREEMENT  This Executive Employment Agreement (Agreement) is made effective as
of July 1, 2002 (Effective Date), by and between Peregrine Systems, Inc., a
Delaware corporation (Company) and Deborah Traub (Executive).  The parties agree as follows:  1.Employment.
Company hereby employs Executive, and Executive hereby accepts such employment,
upon the terms and conditions set forth herein.  2.Duties.  2.1Position.
Executive is employed as Sr. Vice President, Development and Product Management
and shall have the duties and responsibilities assigned by Companys Chief
Executive Officer as may be reasonably assigned from time to time. Executive
shall perform faithfully and diligently all duties assigned to Executive.
Company reserves the right to modify Executives position and duties at any
time in its sole and absolute discretion.  2.2Best
Efforts/Fulltime. Executive will expend Executives best efforts on behalf
of Company, and will abide by all policies and decisions made by Company, as
well as all applicable federal, state and local laws, regulations or
ordinances. Executive will act in the best interest of Company at all times.
Executive shall devote Executives full business time and efforts to the
performance of Executives assigned duties for Company, unless Executive
notifies the Chief Executive Officer in advance of Executives intent to engage
in other paid work and receives the Chief Executive Officers express written
consent to do so.  2.3Work
Location. Executives principal place of work shall be located in San
Diego, California, or such other location as the parties may agree upon from
time to time.  3.At-Will
Employment Relationship. Executives employment with Company is at-will and
not for any specified period and may be terminated at any time, with or without
Cause, by either Executive or Company, subject to section 7 below and its
subparts. No representative of Company, other than the Chief Executive Officer,
has the authority to after the at-will employment relationship. Any change to
the at-will employment relationship must be by specific, written agreement
signed by Executive and Companys Chief Executive Officer. Nothing in this
Agreement is intended to or should be construed to contradict, modify or alter
this at-will relationship.  4.Compensation.  4.1Base
Salary. As compensation for Executives performance of Executives duties
hereunder, Company shall pay to Executive an initial Base Salary of $200,000
per year, payable in accordance with the normal payroll practices of Company,
less required deductions for state and federal withholding tax, social security
and all other employment taxes and payroll deductions. In the event Executives
employment under this Agreement is terminated by either party, for any reason,
Executive will earn the Base Salary prorated to the date of termination.  
   4.2Incentive
Compensation. Executive will be eligible to receive incentive compensation,
the terms, amount and payment of which shall be determined by Company in its
sole and absolute discretion.  4.3Performance
and Salary Review. Company will periodically review Executives performance
on no less than an annual basis. Adjustments to salary or other compensation,
if any, will be made by the Company in its sole and absolute discretion.  5.Customary
Fringe Benefits. Executive will be eligible for all customary and usual
fringe benefits generally available to executives of Company subject to the
terms and conditions of Companys benefit plan documents. Company reserves the
right to change or eliminate the fringe benefits on a prospective basis, at any
time, effective upon notice to Executive.  6.Business
Expenses. Executive will be reimbursed for all reasonable, out-of-pocket
business expenses incurred in the performance of Executives duties on behalf
of Company. To obtain reimbursement, expenses must be submitted promptly with
appropriate supporting documentation in accordance with Companys policies.  7.Termination
of Executives Employment.  7.1Termination
for Cause by Company. Although Company anticipates a mutually rewarding
employment relationship with Executive, Company may terminate Executives
employment immediately at any time for Cause. For purposes of this Agreement,
Cause is defined as: (a) acts or omissions constituting gross negligence,
recklessness or willful misconduct on the part of Executive with respect to
Executives obligations or otherwise relating to the business of Company; (b)
Executives material breach of this Agreement or Companys Invention and
Non-Disclosure and Arbitration Agreement; (c) Executives conviction or entry
of a plea of nolo contendere for fraud, misappropriation or embezzlement, or
any felony or crime of moral turpitude or dishonesty; (d) Executives willful neglect
of duties as determined in the sole and exclusive discretion of the Board of
Directors; (e) Executives failure to perform the essential functions of
Executives position, with or without reasonable accommodation, due to a mental
or physical disability; (f) misconduct by Executive that materially jeopardizes
the Companys right or ability to operate its business; (g) Executives
violation of any of the Companys material policies or procedures, including
without limitation, Companys Equal Employment Opportunity and Anti-Harassment
policies; or (h) Executives death. In the event Executives employment is
terminated in accordance with this subsection 7.1, Executive shall be entitled
to receive only the Base Salary then in effect, prorated to the date of
termination. All other Company obligations to Executive pursuant to this
Agreement will become automatically terminated and completely extinguished.
Executive will not be entitled to receive the Severance Payment described in
subsection 7.2 below.  7.2Termination
Without Cause by Company/Severance. Executives employment is at-will and
Company can terminate the employment relationship at any time without Cause. In
the event of such termination without cause, Executive will receive the Base
Salary then In effect, prorated to the date of termination, and a Severance
Payment equivalent to one year of Executives Base Salary then in effect on
the date of termination, payable in accordance with Companys regular payroll
cycle, provided that Executive: (a) complies with at) surviving provisions of
this Agreement as specified in subsection 13,8 below; (b) executes a full
general release acceptable to Company, releasing all claims, known or unknown,
that Executive may have against Company arising out of or any way related to
Executives employment or termination of employment with Company; (c) agrees to
provide transition assistance to  2 
   Company, without further compensation, for 3 months
following the termination of the employment relationship; and (d) agrees,
without further compensation, to provide information and assistance as may
reasonably be required in connection with litigation in which Company or
Executive is a party. In addition to the Severance Payment, Company shall pay
for Executives COBRA coverage during payout period of the Severance Payment.
All other Company obligations to Executive will be automatically terminated and
completely extinguished.  7.3Voluntary
Resignation by Executive. Executive may voluntarily resign Executives
position with Company, at any time on sixty (60) days advance written notice.
In the event of Executives voluntary resignation, Executive will be entitled
to receive the Base Salary and employee benefits for the 60-day notice period.
At the conclusion of the 60-day period, all other Company obligations to
Executive pursuant to this Agreement will become automatically terminated and
completely extinguished. In addition, Executive will not be entitled to receive
the Severance Payment described in subsection 7.2 above. Company reserves the
right to relieve Executive of Executives duties during the 60-day notice
period in which case Executive will continue to receive salary and benefits as
if Executive were actively working.  8.No Other
Agreements  8.1No
Prior Agreements Relating to Terms of Employment and Severance. Executive
and Company wish to replace and invalidate any previously agreed upon terms of
employment or severance obligations, and set forth in this Agreement all of
Companys obligations to Executive concerning the terms of Executives
employment and severance. By signing this Agreement, Executive agrees that any
prior letters, memoranda, emails, or any other agreements, whether written or
verbal, relating to the terms of Executives employment and Executives
severance are invalid and superseded by this Agreement.  8.2Inapplicability
to Option Grants. This Agreement does not incorporate, supersede, or in any
way affect stock option grants between Company and Executive, which are
governed by separate documents.  9.No
Conflict of Interest. During the term of Executives employment with
Company and during any period Executive is receiving payments from Company
pursuant to this Agreement, Executive must not engage in any work, paid or
unpaid, that creates an actual or potential conflict of interest with Company.
Such work shall include, but is not limited to, directly or indirectly
competing with Company in any way, or acting as an officer, director, employee,
consultant, stockholder, volunteer, lender, or agent of any business enterprise
of the same nature as, or which is in direct competition with, the business in
which Company is now engaged or in which Company becomes engaged during the
term of Executives employment with Company, as may be determined by the Board
of Directors in its sole discretion. If the Board of Directors believes such a
conflict exists during the term of this Agreement, the Board of Directors may
ask Executive to choose to discontinue the other work or resign employment with
Company. If the Board of Directors believes such aconflict exists during any period in which Executive is
receiving payments pursuant to this Agreement, the Board of Directors may ask
Executive to choose to discontinue the other work or forfeit the remaining
severance payments. In addition. Executive agrees not to refer any client or
potential client of Company to competitors of Company, without obtaining
Companys prior written consent, during the term of Executives employment and
during any period in which Executive is receiving payments from Company
pursuant to this Agreement.  3 
   10.Confidentiality
and Proprietary Rights. Executive agrees to read, sign and abide by Companys
Invention and Non-Disclosure and Arbitration Agreement, which is provided with
this Agreement and incorporated herein by reference. Executive further agrees
that the terms of this Agreement are confidential, and that such terms are not
to be disclosed to anyone, including other Company employees and Company
executives, but excluding the Companys Chief Executive Officer, the Companys
Senior Vice President, Human Resources, and any member of the Companys Audit
Committee.  11.Nonsolicitation.
Executive understands and agrees that Companys employees and customers and any
information regarding Company employees and/or customers is confidential and
constitutes trade secrets.  11.1Nonsolicitation
of Customers or Prospects. Executive agrees that during the term of this
Agreement and for a period of one (1) year after the termination of this
Agreement, Executive will not, either directly or indirectly, separately or in
association with others, interfere with, impair, disrupt or damage Companys
relationship with any of its customers or customer prospects by soliciting or
encouraging others to solicit any of them for the purpose of diverting or
taking away business from Company.  11.2Nonsolicitation
of Companys Employees. Executive agrees that during the term of this
Agreement and for a period of one (1) year after the termination of this
Agreement, Executive will not, either directly or indirectly, separately or in
association with others, interfere with, impair, disrupt or damage Company's
business by soliciting, encouraging or attempting to hire any of Companys
employees or causing others to solicit or encourage any of Companys employees
to discontinue their employment with Company.  12.Injunctive
Relief. Executive acknowledges that Executives breach of the covenants
contained in sections 8-11 (collectively Covenants) would cause irreparable
injury to Company and agrees that in the event of any such breach, Company
shall be entitled to seek temporary, preliminary and permanent injunctive
relief without the necessity of proving actual damages or posting any bond or
other security.  13.General
Provisions.  13.1Successors
and Assigns. The rights and obligations of Company under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of Company, Executive shall not be entitled to assign any of
Executives rights or obligations under this Agreement.  13.2Waiver.
Either partys failure to enforce any provision of this Agreement shall not in
any way be construed as a waiver of any such provision, or prevent that party
thereafter from enforcing each and every other provision of this Agreement.  13.3Attorneys
Fees. Each side will bear its own attorneys fees in any dispute unless a
statutory section at issue, if any, authorizes the award of attorneys fees to
the prevailing party.  13.4Severability.
In the event any provision of this Agreement is found to be unenforceable by an
arbitrator or court of competent jurisdiction, such provision shall be deemed
modified to the extent necessary to allow enforceability of the provision as so
limited, it being intended that the parties shall receive the benefit
contemplated herein to the fullest extent  4 
   permitted by law. If a
deemed modification is not satisfactory in the judgment of such arbitrator or
court, the unenforceable provision shall be deemed deleted, and the validity
and enforceability of the remaining provisions shall not be affected thereby.  13.5Interpretation ;Construction. The headings set forth in this Agreement
are for convenience only and shall not be used in interpreting this Agreement.
Executive acknowledges that Executive has had an opportunity to review and
revise the Agreement and have it reviewed by legal counsel, if desired, and,
therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.  13.6Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the United States and the State of
California.  Each party consents to the
jurisdiction and venue of the state or federal courts in San Diego, California,
if applicable, in any action, suit, or proceeding arising out of or relating to
this Agreement.  13.7Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be delivered as follows with notice deemed given as
indicated: (a) by personal delivery when delivered personally; (b) by overnight
courier upon written verification of receipt; (c) by telecopy or facsimile
transmission upon acknowledgment of receipt of electronic transmission; or (d)
by certified or registered mall, return receipt requested, upon verification of
receipt. Notice shall be sent to the addresses set forth below, or such other
address as either party may specify in writing.  13.8Survival. Sections 8 (No Conflict of Interest), 10 (Confidentiality and
Proprietary Rights), 11 (Nonsolicitation), 12 (Injunctive Relief), 13
(General Provisions) and 14 (Entire Agreement) of this Agreement shall
survive Executives employment by Company.  14.Entire Agreement. This Agreement, including the Invention and
Non-Disclosure and Arbitration Agreement incorporated herein by reference
constitutes the entire agreement between the parties relating to this subject
matter and supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral. No oral waiver,
amendment or modification will be effective under any circumstances whatsoever.  THE PARTIES TO THIS
AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN.  WHEREFORE,
THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.  DEBORAH L.
  TRAUBDated:.
  8/2/02
  
  /s/Deborah L. Traub3611 Valley Centre Dr.San Diego, CA 92130PEREGRINE SYSTEMS, INC.Dated:
  
  
  By:
  /s/Gary G. GreenfieldGary G. GreenfieldChief Executive Officer3611 Valley Centre DriveSan Diego, CA 92130  5