Exhibit 2.10  EXECUTION COPY   asset
purchase agreement  by
and among  peregrine
systems, inc.,  and  MAXIMUS, inc.  july19,
2002  
   ASSET PURCHASE AGREEMENT  This
ASSET PURCHASE AGREEMENT (the Agreement) is made and entered into
effective as of July 19, 2002 by and among Peregrine Systems, Inc., a Delaware
corporation (Seller); and MAXIMUS, Inc., a Virginia corporation (Buyer).  RECITALS  A.Seller wishes to sell certain assets used in
connection with its Transportation Management business;  B.Seller and Buyer have entered into a
Transition Services Agreement of even date hereof;  C.Buyer wishes to purchase from Seller, and
Seller wishes to sell to Buyer, concurrently herewith, all of Sellers interest
in the Acquired Assets (as defined herein) and Seller wishes to assign, and
Buyer wishes to assume, all Assumed Liabilities (as defined herein), all for
the Purchase Price (as defined herein) and subject to the terms and conditions
hereinafter set forth.  NOW,
THEREFORE, in consideration of the covenants, promises and representations set
forth herein, and for other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the parties, intending to
be legally bound hereby, agree as follows:  ARTICLE I
SALE AND PURCHASE OF ASSETS  1.1Acquired Assets. Upon the terms and subject to the
conditions hereof, Seller hereby sells, transfers, conveys, assigns and
delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all
right, title and interest of Seller in and to the assets listed on Schedule
1.1hereto (the Acquired Assets) free and clear as of the date
hereof of any lien, claim or encumbrance of any kind.  1
..2Excluded Assets. Notwithstanding anything to the contrary in
this Agreement, any assets of Seller (and of all direct or indirect
subsidiaries of Seller) not set forth on Schedule 1.1 will be retained
by Seller (or the applicable subsidiary of Seller) and are excluded from the
Acquired Assets.  1
..3Consideration. The purchase price for the Acquired Assets
shall be $7,666,319.00 (the Purchase Price).  1.
4Assumed Liabilities. Concurrently herewith, Seller hereby
assigns and transfers to Buyer, and Buyer assumes, and shall henceforth fully
perform and discharge, on a timely basis and in accordance with their
respective terms, the liabilities and obligations of Seller that are to be
paid, performed or honored after the date hereof as expressly provided in each
of the agreements listed on Schedule 1.4 hereto (the Assumed
Liabilities).  
   1.5Excluded Liabilities,  (a)Excluded Liabilities. Except as otherwise specifically provided
in this Agreement, Seller shall be solely responsible for, and Buyer shall not
assume or be liable for, any obligation or liability of Seller not included
within the Assumed Liabilities, including without limitation: (i) any liability
of Seller incurred in connection with this Agreement and the transactions
provided for herein, including brokerage, accounting and counsel fees; (ii) any
litigation, proceeding or claim by any current or former officer, employee,
supplier or vendor of Seller relating to the business or the Acquired Assets
prior to the date hereof, whether or not such litigation, proceeding, claim or
obligation is pending, threatened, or asserted before, on, or after the date
hereof; (iii) any liability or obligation for any Tax (as defined in Section
4.6(e)) of Seller with respect to any taxable period (or portion thereof),
whether before or after the date hereof; (iv) any obligation under any
severance plan or arrangement for the benefit of or with any employee of
Seller; and (v) any earn-out payments due to Katherine K. ONeil pursuant to
the Share Purchase Agreement dated December 15, 1999 by and among Seller, KKO
and Associates, Inc. and Katherine K. ONeil.  (b)Indemnification. Subject to the limitations set forth in
this Section 1, from and after the Closing (as defined inSection 1.7. below) Seller will
indemnify, defend, and hold harmless Buyer, and its directors, officers and
controlled affiliates and successors and permitted assigns (each an Indemnitee
and, collectively, the Indemnitees) from and against any and all
losses, liabilities, damages, costs or expenses (including reasonable attorneys
fees) in respect of any claims brought by Katherine K. ONeil against Buyer
regarding earn-out payments due to Katherine K. ONeil pursuant to the Share
Purchase Agreement dated December 15, 1999 by and among Seller, KKO and
Associates, Inc. and Katherine K. ONeil.  1.6Further Assurances. Buyer and Seller will each use reasonable
efforts to obtain approvals or written consents to the transfer and assignment
of the Acquired Assets and Assumed Liabilities to Buyer, and, at Sellers
option and at no cost to Buyer, the novation of Seller, where the approval or
other consent of any other person may be required for these actions. Buyer
shall cooperate with Seller (including, where necessary, entering into
appropriate instruments of assumption as shall be agreed upon) to have Seller
released from all liability to third parties with respect to the Assumed
Liabilities, and Buyer and Seller will each solicit such releases concurrently
in a manner acceptable to both Buyer and Seller, with the solicitation of
consents from third parties to the transfer, assignment and novation of the
Acquired Assets and the Assumed Liabilities; provided, that, neither
party shall be required to grant any additional consideration to any third
party in order to obtain any such consent, novation, assumption or release.  1.7Closing. Subject to the terms and conditions of this Agreement, the closing of
the purchase and sale of the Acquired Assets (the Closing) shall take
place at the offices of Heller Ehrman White and McAuliffe LLP, 4350 La Jolla
Village Drive, San Diego, CA 92122 or at such other location as Seller and
Buyer may agree, and on a date mutually agreed upon by Buyer and Seller within
two business days after all conditions precedent to Closing have been satisfied
or waived, but in no event later than July 25, 2002 (the Closing Date).  2 
   ARTICLE II
REPRESENTATIONS AND WARRANTIES OF BUYER  Buyer
hereby represents and warrants to Seller as follows:  2.1Organization and Standing: Restated
Certificate and Bylaws.
Buyer isa corporation duly
organized and validly existing under, and by virtue of, the laws of the
Commonwealth of Virginia and is in good standing under such laws. Buyer has the
requisite corporate power and authority to own and operate its properties and
assets and to carry on its business as presently conducted.  2.2Corporate Power and Authority. Buyer has all requisite legal and corporate
power and authority to execute and deliver this Agreement and to carry out and
perform its obligations under the terms of this Agreement. All corporate action
on the part of Buyer, its directors and its stockholders necessary for the
authorization, execution, delivery and performance by Buyer of this Agreement
has been taken. This Agreement, when executed and delivered by Buyer, shall
constitute a valid and binding obligation of Buyer, enforceable against Buyer
in accordance with its terms.  2.3No Conflicts. The execution, delivery, performance of and
compliance with this Agreement have not resulted and will not result in any violation
of, or conflict with, or constitute a default under, Buyers Certificate of
Incorporation or its Bylaws, any of Buyers material agreements or any
applicable statute, rule, regulation, order or restriction of any federal or
state governmental entity or agency thereof.  2.4Disclosure. Seller has provided to Buyer or its counsel all information necessary
to respond to Buyers requests for information.  2.5Seller Representations and Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES MADE BY SELLER IN ARTICLE III, BUYER ACKNOWLEDGES THAT SELLER MAKES
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. IT BEING SPECIFICALLY UNDERSTOOD BY BUYER THAT,
EXCEPT FOR THE EXPRESS WARRANTIES OF SELLER SET FORTH IN ARTICLE III, THE
ACQUIRED ASSETS AND ASSUMED LIABILITIES ARE BEING SOLD AND TRANSFERRED AS IS
IN ALL RESPECTS AND SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF
BUYERS, WHETHER OR NOT SELLER HAS BEEN MADE AWARE OF ANY SUCH PURPOSE.  ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER  Seller
hereby represents and warrants to Buyer, subject to such exceptions as are
specifically disclosed in Schedule 3, attached hereto, which disclosure
shall provide an exception to or otherwise qualify the representations or
warranties of Seller specifically referred to in such disclosure and such other
representations and warranties to the extent such disclosure shall reasonably
appear to be applicable to such other representations or, as follows:  3 
   3.1Organization of Seller. Seller is a corporation duly organized and
validly existing under the laws of the State of Delaware and is in good
standing under such laws. Seller has the corporate power to own, lease and
operate its assets and property and to carry on its business as is now being
conducted.  3.2Corporate Power and Authority. Seller has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Seller and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Seller. This
Agreement has been duly executed and delivered by Seller and constitutes the
valid and binding obligation of Seller enforceable against Seller in accordance
with its terms, subject to the effect of any applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors
rights generally and subject, as to enforceability, to the effect of general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).  3.3No Conflict. The execution and delivery of this Agreement by Seller does not, and
the consummation of the transactions contemplated hereby will not, conflict
with, or result in any violation of, or default under (with or without notice
or lapse of time, or both), or give rise to a right of termination,
cancellation or acceleration of any obligation or loss of any benefit under (a)
any provision of the Certificate of Incorporation or Bylaws of Seller or (b)
any material mortgage, indenture, lease, contract or other agreement or
instrument, permit, concession, franchise, license,  judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to the Seller which would result in a material adverse
effect on the ability of Seller to consummate the transactions contemplated
under this Agreement.  3.4Intangible Property. Schedule 1.1 sets forth all of the
patents, trademarks, service marks and trade names (collectively, the Proprietary
Rights) that are included in the Acquired Assets. To the Sellers
knowledge, Seller owns all Proprietary Rights that are included in the Acquired
Assets. To the Sellers knowledge, Seller has not received any notices of
infringement by Seller of any Proprietary Rights of others. To the Sellers
knowledge, none of the present activities of Seller related to the Acquired
Assets, nor the Acquired Assets, infringe on any Proprietary Rights of others;
and Seller is not aware of any infringement or violation by others of the
Proprietary Rights that are included in the Acquired Assets. For the purposes
of this Agreement, Sellers knowledge means the actual present
knowledge of Luke Pistorius.  ARTICLE IV
ADDITIONAL AGREEMENTS  4.1Legal Requirements; Reasonable Actions;
Authorization From Others.  (a)Each party will take all reasonable actions
necessary to comply promptly with all legal requirements which may be imposed
on such party with respect to this Agreement and the transactions contemplated
hereby and will promptly cooperate with and furnish information to any other
party hereto in connection with any such reasonable requirements imposed upon
such other party in connection herewith. Each party will take all reasonable
actions to obtain (and will cooperate with the other parties in obtaining) any
consent, authorization, order or approval of, or any registration, declaration
or filing with, or an  4 
   exemption by, any
governmental entity or other third party, required to be obtained or made by
such party or its subsidiaries in connection with this Agreement and
consummating the transactions contemplated hereby, or the taking of any action
contemplated thereby or by this Agreement. Each party hereto, at the request of
another party hereto, shall execute and deliver such other instruments and do
and perform such other acts and things as may be reasonably necessary or
desirable for effecting completely the consummation of the transactions
contemplated by this Agreement.  (b)Anything in this Agreement notwithstanding,
to the extent that any lease, contract, commitment or right that are among the
Acquired Assets to be sold, assigned, transferred or conveyed to Buyer, or any
claim, right or benefit arising thereunder or resulting therefrom (the Interests),
shall require the consent or other approval or waiver of other parties thereto
or any third person (including a government or governmental unit), except as
expressly otherwise provided herein, this Agreement shall not constitute a
sale, assignment, transfer or conveyance thereof, or an attempted sale,
assignment, transfer or conveyance thereof.  4.2Rights to Seller Trademarks. As promptly as practicable, but in no event
later than 30 days after the date of this Agreement, Buyer shall cease all use
of Seller trademarks (which for purposes of this Section 4.2 shall
include any trademarks of Sellers direct or indirect subsidiaries), including
any use of Seller trademarks contained in or embodied in the Acquired Assets
(including in any source code, product documentation, labels, proprietary
notices and marketing material).  4.3Employee Matters.  (a)Schedule 4.3 (a) contains a list of certain employees
employed by Seller as of the date hereof in connection with the Acquired Assets
(the Designated Employees). Buyer has made employment offers to each
of the Designated Employees effective as of the date of this Agreement. The
Designated Employees who have received employment offers from Buyer and who
begin their employment with Buyer shall be employed by Buyer in accordance with
the terms and conditions set forth in subsections 4.3(b), 4.3(c)
and 4.3(d) below.  (b)Buyer will employ the Designated Employees in
substantially the same positions and at substantially the same salaries and
substantially the same terms and conditions, including benefit plans, as those
in effect immediately prior to the date of this Agreement.  (c)Buyer shall be responsible for all
liabilities, salaries, benefits and similar employer obligations for all such
Designated Employees subsequent to the date each such Designated Employee
begins his or her employment with Buyer. Upon separation from Seller, each
Designated Employee will be paid by Seller for all salary, wages, bonuses,
accrued vacation, commissions and any and all other benefits due such
Designated Employee.  (d)Buyer shall be responsible for liabilities
with respect to the termination of any such Designated Employee by Buyer
subsequent to the date of this Agreement, including without limitation, health
care continuation coverage with respect to plans established or maintained by
Buyer subsequent to the date of this Agreement, and damages or settlements  5 
   arising
out of any claims of wrongful or illegal termination, and for complying with
the requirements of all applicable laws with respect to any such termination.  (e)Seller shall be responsible for liabilities
with respect to any Designated Employee who does not begin employment with
Buyer, including without limitation, health care continuation coverage with
respect to plans established or maintained by Seller subsequent to the date of
this Agreement, and damages or settlements arising out of any claims of
wrongful or illegal termination, and for complying with the requirements of all
applicable agreements, plans or laws with respect to any such termination.  4.4Access to Records after the Effective Date;
Delivery of Records. For a
period of one year after the date of this Agreement, Seller and its
representatives, on one hand, and Buyer and its representatives, on the other,
shall have reasonable access to any books, records, documents, files and
correspondence to the extent that such access may reasonably be required in
connection with matters relating to or affected by the operation of the
business relating to the Acquired Assets, in the case of the Sellers prior to
the date of this Agreement, and in the case of Buyer after such date. Such
access shall be afforded upon receipt of reasonable advance notice, during normal
business hours and at the expense of the party seeking access.  4.5Public Disclosure. Unless otherwise required by law (including
applicable securities laws) or by the rules and regulations of The New York
Stock Exchange or The Nasdaq National Market, no publicity release or public
announcement of the subject matter of this Agreement shall be made by any party
hereto unless approved by Buyer and Seller prior to release.  4.6Tax Matters.  (a)Allocation of Purchase Price. Buyer and Seller agree on a tax allocation
of the Purchase Price as set forth in Schedule 4.6(a)(the Allocation Statements)
allocating the total of the Purchase Price (and other payments properly treated
as additional Purchase Price for Tax purposes) to the different Acquired Assets
pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder (hereinafter, the Code).
Buyer and Seller shall each file all income, franchise and other Tax Returns
(as defined below), and execute such other documents as may be required by any
governmental authority, in a manner consistent with the Allocation Statements.
Buyer and Seller shall each file or cause to be filed IRS Form 8594 under
Section 1060 of the Code for its taxable year that includes consummation of the
transactions contemplated by this Agreement in a manner consistent with the
Allocation Statements.  (b)Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to
be prepared and filed, with the appropriate authorities all Tax (as defined
below) returns, reports and forms (Tax Returns) and shall pay, or
cause to be paid, when due all Taxes relating to the ownership or operation of
the Acquired Assets attributable to any taxable period (or portion thereof)
which ends on or prior to the date of this Agreement (the Pre-Closing Tax
Period).  Buyer shall prepare and
file, or cause to be prepared and filed, with the appropriate authorities all
Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to
the ownership or operation of the Acquired Assets attributable to taxable
periods which are not part  6 
   of
the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or
other documents required to be filed with governmental authorities, it is
necessary that a party be furnished with additional information, documents or
records relating to the Acquired Assets, both Seller and Buyer will use
reasonable efforts to furnish or make available such non-privileged information
at the recipients request, cost and expense provided, however, that no party
shall be entitled to review or examine the Tax Returns of any other party.  (c)Refunds and Credits. Any refunds and credits attributable to the
Pre-Closing Tax Period shall be for the account of the Seller and any refunds
and credits attributable to the period which is not part of the Pre-Closing Tax
Period shall be for the account of the Buyer.  (d)Transfer Taxes. All transfer, documentary, sales, use,
registration, value-added and any similar taxes and related fees incurred in
connection with this Agreement, and the transactions contemplated hereby shall
be borne by Buyer, in addition to the consideration provided for in Section 1.3.
To the extent permitted by applicable law, Buyer and Seller shall cooperate
with each other in the preparation and filing of all tax returns and other
documentation with respect to such taxes, including any documentation required
to obtain exemptions from such taxes.  (e)Tax Definitions. For purposes of this Agreement, Tax
or Taxes shall mean all taxes, imposts, duties, withholdings, charges,
fees, levies, or other assessments imposed by any governmental or taxing
authority, whether domestic or foreign, (including but not limited to, income,
excise, environmental, property, sales, use, transfer, conveyance, payroll or
other employment related license, ad valorem, value added, withholding, social
security, national insurance (or other similar contributions or payments),
franchise, minimum, estimated, severance or stamp taxes, taxes based upon or
measured by capital stock, net worth or gross receipts and other taxes)
together with all interest, fines, penalties and additions attributable to or
imposed with respect to such amounts and any obligations under any agreement or
arrangements with any person with respect to such amounts.  ARTICLE V
CONDITIONS TO CLOSING; COVENANTS  5.1Condition to Closing. The Closing is subject to satisfaction of
the following conditions:  (a)Absence of Liens. All liens on the Acquired Assets shall have
been released.  (b)No Material Adverse Change. There shall have been no change in the
assets, properties, business, operations or financial condition of Sellers
Transportation Management business or the Acquired Assets that either
individually or in the aggregate materially and adversely affects Sellers
Transportation Management business or the Acquired Assets.  (c)Representations and Warranties True. The representations and warranties of
Seller contained in Section 3 shall be true and correct in all material
respects as of the Closing  7 
   Date,
with the same effect as though such representations and warranties had been
made or given again at and as of the Closing Date.  (d)Transistion Services Agreement. The parties shall have completed
negotiation of and have executed the Transistion Services Agreement.  5.2Covenants.  (a)Conduct of Business. During the period from the date of this
Agreement to the Closing Date, Seller will conduct its transportation
management business in its ordinary and usual course, consistent with past
practice, and will use commercially reasonable efforts (i) to preserve intact
all Acquired Assets and all rights, privileges, franchises and other authority
of such business, (ii) to retain the employees other than as agreed by the
parties and (iii) to maintain favorable relationships with licensors,
licensees, suppliers, contractors, distributors, customers and others having
relationships with such business.  (b)Satisfaction of Closing Conditions. Seller shall use its commercially
reasonable efforts to ensure that the conditions to Closing set forth in
Section 5.1 are satisfied.  ARTICLE VI
DELIVERIES BY THE PARTIES  6.1Deliveries By Buyer. At the Closing, Buyer shall deliver to
Seller each of the following:  (a)Purchase Price. The Purchase Price in cash by wire transfer
in accordance with the following wire instructions:  Bank:
  
  Bank of AmericaAccount #:
  
  1450108273ABA #:
  
  121000358Name on
  
  Peregrine Systems Inc.Account:B of A Contact:
  
  Rebecca PerryB of A Contact #:
  
  925-675-7153  (b)Collateral Agreements. Buyers executed signature page to each of
(i) the Assignment and Assumption Agreement in the form attached hereto as Exhibit
A; (ii) the Bill of Sale and Conveyance in the form attached hereto as Exhibit
B; (iii) the Assignment of Trademarks in the form attached hereto as Exhibit
C; and (iv) the Transition. Services Agreement in the form attached hereto
as Exhibit D (collectively, the Collateral Agreements).  6.2Deliveries by Seller. Concurrently herewith, Seller shall deliver
to Buyer At the Closing, Seller shall deliver to Buyer each of the following:  (a)Officers Certificate. A certificate signed by the President of
Seller to the effect that the conditions set forth in Section 5.1 have been
satisfied.  8 
   (b)Collateral Agreements. Sellers executed signature page to each
Collateral Agreement.  ARTICLE VII
NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
LIMITATION OF LIABILITY  7.1No Survival of Representations and Warranties. All of the representations and warranties
of the parties hereto contained herein or in any certificate delivered pursuant
hereto shall expire with, and be terminated and extinguished upon the
consummation of the purchase and sale of the Acquired Assets pursuant to this
Agreement.  7.2No Liability for Breaches of Representations
and Warranties. Other than
fraud claims, no party to this Agreement shall be liable to any other party for
any breach of any representation or warranty contained herein or in any
certificate delivered pursuant hereto or for any loss, liability, damage, or
expense arising from or associated with any such breach.  ARTICLE VIII
GENERAL PROVISIONS  8.1Notices. Any request, communication or other notice required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
sent by facsimile or delivered by recognized overnight courier service or
personal delivery (as the situation may require) at the respective address or
facsimile number of the party receiving notice as set forth below. Any party
hereto may, by notice so given, change its address or facsimile number for
future notice hereunder. All such notices and other communications hereunder
shall be deemed given (a) upon confirmation of delivery, if sent by facsimile,
and (b) upon delivery, if sent by recognized overnight courier service or
personal delivery.  (i)
  
  if to
  Seller, to:Peregrine Systems, Inc.3611 Valley Centre DriveSan Diego, California
  92130Attn: General CounselTelephone No.: (858)
  481-5000Facsimile No.: (858)
  794-5057with a copy (which shall
  not constitute notice) to:Heller Ehrman White &
  McAuliffe LLP4350 La Jolla Village
  Drive, 7th FloorSan Diego, California
  92122-1246Attn: Joseph Lesko, Esq.Telephone No.: (858)
  450-8400Facsimile No.: (858)
  450-8499  9 
   (ii)
  
  if to Buyer, to:MAXIMUS, Inc.11419 Sunset Hills RoadReston, Virginia 20190Attn: David R. FrancisTelephone No.:
    (703) 251-8500Facsimile No.:  
  (703) 251-8240with a copy (which shall
  not constitute notice) to:Palmer & Dodge LLP111 Huntington AvenueBoston, Massachusetts
  02199-7613Attn: Kerry J. Tomasevich,
  Esq.Telephone No.: (617)
  239-0100Facsimile No.:  
  (617) 227-4420  8.2Amendment. Except as is otherwise required by applicable law, this Agreement may
be amended by the parties hereto at any time by execution of an instrument in
writing signed by each of Seller and Buyer.  8.3Expenses. All fees and expenses incurred in connection with this Agreement
including, without limitation, all legal, accounting, financial advisory,
consulting and all other fees and expenses of third parties incurred by a party
hereto, in connection with the negotiation and effectuation of the terms and
conditions of this Agreement and the transactions contemplated hereby, shall be
the obligation of the respective party incurring such fees and expenses.  8.4Entire Agreement; No Third Party
Beneficiaries; Assignment.
This Agreement, the exhibits hereto; the Collateral Agreements and the documents,
instruments and other agreements among the parties hereto and thereto
referenced herein and therein: (a) constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof and no party shall be liable or bound to
any other party in any manner by any representations, warranties or covenants,
except as specifically set forth herein; (b) are not intended to confer upon
any other person, including, without limitation, any Designated Employees, any
rights or remedies hereunder; and (c) shall not be assigned by operation of law
or otherwise except as otherwise specifically provided.  8.5Severability. In the event that any provision of this
Agreement or the application thereof becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.  10 
   8.6No Consequential Damages. Notwithstanding any provision in this
Agreement, neither party shall be liable for any indirect, special, punitive,
consequential, or incidental damages, lost savings, lost revenue, loss or
profits or goodwill, or other such damages, regardless of the form of action,
in connection with any aspect of the transactions contemplated by this
Agreement or the Collateral Agreements, even if advised of the possibility of
such damages.  8.7Governing Law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California applicable to
contracts executed in and to be performed in that State. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined in a California state or federal court sitting in the City of San
Diego, and the parties hereto hereby irrevocable submit to the exclusive
jurisdiction of such courts in any such action or proceeding and irrevocably
waive the defense of an inconvenient forum to the maintenance of any such
action or proceeding.  8.8Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTION
OF THE SELLERS OR BUYER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT OF THIS AGREEMENT.  8.9Rules of Construction. The parties hereto agree that they have
been represented by counsel during the negotiation and execution of this
Agreement and, therefore, waive the application of any law, regulation, holding
or rule of construction providing that ambiguities in an agreement or other
document will be construed against the party drafting such agreement or
document.  8.10Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart.  [Signature
Page Follows]  11 
   IN WITNESS WHEREOF, Seller and Buyer have caused this Asset Purchase
Agreement to be signed as of the date first written above.  SELLER
  PEREGRINE
  SYSTEMS, INC.a Delaware corporationBy:Gary GreenfieldChief Executive OfficerBUYER
  MAXIMUS,
  INC.a Virginia corporationBy:James PaulitsPresident, Asset Solutions
  Division  [Signature Page to Asset Purchase
Agreement]  
   IN
WITNESS WHEREOF, Seller and Buyer have caused this Asset Purchase Agreement to
be signed as of the date first written above.  SELLER
  PEREGRINE
  SYSTEMS, INC.a Delaware corporationBy:
  /s/Gary GreenfieldGary GreenfieldChief Executive OfficerBUYER
  MAXIMUS,
  INC.a Virginia corporationBy:David V. MastranPresident and Chief
  Executive Officer  [Signature Page to Asset Purchase
Agreement]  
   IN WITNESS WHEREOF, Seller and Buyer have caused this Asset Purchase
Agreement to be signed as of the date first written above.  SELLER
  PEREGRINE
  SYSTEMS, INC.a Delaware corporationBy:Gary GreenfieldChief Executive OfficerBUYER
  MAXIMUS,
  INC.a Virginia corporationBy:
  /s/James PaulitsJames PaulitsPresident, Asset Solutions
  Division  [Signature Page to Asset Purchase
Agreement]  
   INDEX OF EXHIBITS  Exhibit
  
  DescriptionA
  
  Assignment and Assumption
  AgreementB
  
  Bill of Sale and
  ConveyanceC
  
  Assignment of TrademarksD
  
  Transition Services
  Agreement