Exhibit 10.24  CONFIDENTIAL SEPARATION AGREEMENT 
AND GENERAL RELEASE OF ALL CLAIMS  This
Confidential Separation Agreement and General Release of All Claims
(Agreement) is made by and between Peregrine Systems, Inc. (Peregrine) and
Andrew Cahill (Employee) with respect to the following facts:  A.Employee is
currently employed by Peregrine as Executive Vice President, Global Field
Operations.  B.Employees
employment will terminate effective November 26, 2003 (Separation Date).  C.Employee and Peregrine
are parties to a Secured Promissory Note (the Note), effective June 8,
2000.  D.The parties desire
to settle all claims and issues that have, or could have been raised, between
them including all claims in relation to Employees employment with Peregrine
and arising out of or in any way related to the acts, transactions or
occurrences between Employee and Peregrine to date, including, but not limited
to, Employees employment with Peregrine or the termination of that employment,
on the terms set forth below.  THEREFORE,
in consideration of the promises and mutual agreements hereinafter set forth,
it is agreed by and between the undersigned as follows:  1.Severance Package.  Peregrine agrees to provide Employee with
the following payments and benefits (Severance Package) to which Employee is
not otherwise entitled.  The parties
acknowledge and agree that the consideration herein constitutes adequate legal
consideration for the promises and representations made by the parties in this
Agreement.  1.1.Salary
Continuation Severance Payments. 
Peregrine agrees to pay Employee the equivalent of twelve (12) months
base salary, or Three Hundred Thirty Thousand Dollars and Zero Cents
($330,000.00), less all appropriate federal and state income and employment
taxes (SC Severance Payment).  The SC
Severance Payment will be paid in semi-monthly installments during the period
between December 1, 2003 and November 30, 2004 (Salary Continuation
Period), following the Effective Date of the Agreement as described in
paragraph 8.4.  1.1.1.Notwithstanding the above,  [This portion of the Agreement has
been omitted pursuant to a request for confidential treatment.  The omitted portion has been filed
separately with the Securities and Exchange Commission.]  1.2.Lump Sum Severance
Payment.  Peregrine agrees to pay
Employee $300,000 in a lump sum on January 5, 2004, less all appropriate
federal and state income and employment taxes (LS Severance Payment).  
   1.2.1.Payment of the LS Severance
Payment is not subject to paragraph 1.1.1, above.  1.3.Payment
of the Note.  Employee agrees to pay
to Peregrine all sums remaining unpaid under the Note simultaneously with the
payment made to Employee pursuant to section 1.2.  1.4.Continuation
of Medical, Dental, and Vision Benefits. 
Peregrine agrees to reimburse Employee for the cost of continuing
medical, dental, and vision benefits under COBRA that is above the amount
Employee would pay for such benefits as a full-time employee, provided Employee
makes a timely election under COBRA. 
Peregrine will continue these payments through the earlier to occur of
November 30, 2004, and the date Employee is eligible for medical benefits
from another employer.  1.5.Del
Mar Country Club Membership. 
Peregrine and Employee acknowledge that the Del Mar Country Club
Membership, originally understood by the parties to be held in Peregrines
name, has recently been determined to be held in Employees name and is,
therefore, Employees membership and not an asset of Peregrine.  Peregrine will make a payment to appropriate
tax authorities to cover Employees imputed income on the payments made by the
Company for this membership.  This
payment will be made through Peregrines normal payroll gross up process.  1.6.Initial
Communication of Employees Termination. 
Employee has agreed to and approved the language set forth in Attachment
A to the Agreement, which is incorporated herein by reference, to be
distributed by Peregrine to initially communicate that his employment with
Peregrine has terminated.  2.General Release.  2.1.Except
as provided in 6.5, Employee unconditionally, irrevocably and absolutely
releases and discharges Peregrine, and any parent and subsidiary corporations,
divisions and affiliated corporations, partnerships or other affiliated
entities of Peregrine, past and present, as well as Peregrines employees,
officers, directors, agents, successors and assigns(collectively, Released
Parties) from all claims related in any way to the transactions or occurrences
between Employee and Released Parties to date, to the fullest extent permitted
by law, including, but not limited to, Employees employment with Peregrine,
the termination of Employees employment, and all other losses, liabilities,
claims, charges, demands and causes of action, known or unknown, suspected or
unsuspected, arising directly or indirectly out of or in any way connected with
Employees employment with Peregrine. 
This release is intended to have the broadest possible application and
includes, but is not limited to, any tort, contract, common law, constitutional
or other statutory claims, including, but not limited to alleged violations of
the California Labor Code or the federal Fair Labor Standards Act, Title VII of
the Civil Rights Act of 1964 and the California Fair Employment and Housing
Act, the Americans with Disabilities Act, the Age Discrimination in Employment
Act of 1967, as amended, ERISA, FMLA and all claims for attorneys fees, costs
and expenses.  2 
   2.1.1.Except to the extent provided in
paragraph 6.5, this release further includes an agreement on the part of
Employee to release and consent to the disallowance, with prejudice, of all
proofs of claim that have been or could be filed by Employee in the Peregrine
bankruptcy case, including, without limitation, proof of claim numbers 809 and
812.  Employee will cooperate with
Peregrine in submitting an order to the bankruptcy court disallowing these
proofs of claim.  2.2.Employee
acknowledges that he may discover facts or law different from, or in addition
to, the facts or law that are presently known or believed to be true with
respect to the claims released in this Agreement and agrees, nonetheless, that
this Agreement and the release contained in it shall be and remain effective in
all respects notwithstanding such different or additional facts or the
discovery of them.  2.3.Employee
declares and represents that he intends this Agreement to be complete and not
subject to any claim of mistake, and that the release herein expresses a full
and complete release of all claims known and unknown, suspected or unsuspected
and, regardless of the adequacy or inadequacy of the consideration, he intends
the release herein to be final and complete. 
Employee executes this release with the full knowledge that this release
covers all possible claims to the fullest extent permitted by law.  3.California Civil
Code Section 1542 Waiver.  Employee
expressly acknowledges and agrees that all rights under Section 1542 of
the California Civil Code are expressly waived.  That section provides:  A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.  4.Representation
Concerning Filing of Legal Actions. 
Employee represents that, as of the date of this Agreement, he has not
filed any lawsuits, charges, complaints, petitions, claims or other accusatory
pleadings against any Released Parties in any court or with any governmental
agency.  Employee further agrees that,
to the fullest extent permitted by law, he will not prosecute, nor allow to be
prosecuted on his behalf, in any administrative agency, whether state or
federal, or in any court, whether state or federal, any claim or demand of any
type related to the matters released above, it being the intention of Employee
that with the execution of this release, the Released Parties will be absolutely,
unconditionally and forever discharged of and from all obligations related in
any way to the matters discharged herein.  5.Nondisparagement.  Employee agrees not to make any voluntary
statements, written or verbal, or cause or encourage others to make any such
statements that defame, disparage or in any way criticize the personal and/or
business reputations, practices, products, services or conduct of Peregrine or
any of the other Released Parties.  6.Confidentiality
and Return of Peregrine Property.  6.1.Confidential
Separation Information.  Employee
agrees that the terms and conditions of this Agreement, as well as the
discussions that led to the terms and conditions of  3 
   this Agreement
(collectively referred to as the Confidential Separation Information) are
intended to remain confidential between Employee and Peregrine.  Employee further agrees that Employee will
not disclose the Confidential Separation Information to any other persons,
except that Employee may disclose such information to Employees immediate
family members and to Employees attorney(s) and accountant(s), if any, to the
extent needed for legal advice or income tax reporting purposes.  When releasing this information to any such
person, Employee shall advise the person receiving the information of its
confidential nature, and shall receive from such person, that persons
agreement to maintain the confidentiality of the information provided to that
person.  Neither Employee, nor anyone to
whom the Confidential Separation Information has been disclosed will respond
to, or in any way participate in or contribute to, any public discussion,
notice or other publicity concerning the Confidential Separation Information.  Without limiting the generality of the
foregoing, Employee specifically agrees that neither Employee, Employees
immediate family, Employees attorney nor Employees accountant, if any, shall
disclose the Confidential Separation Information to any current, former or
prospective employee of Peregrine.  6.2.Confidential and
Proprietary Information.  Employee
also agrees that Employee will not use, remove from Peregrines premises, make
unauthorized copies of or disclose any confidential or proprietary information
of Peregrine or any affiliated or related entities, including but not limited
to, their trade secrets, copyrighted information, customer lists, human
resources records, payroll records, personnel file records, billing records,
any information encompassed in any research and development, reports, work in
progress, drawings, software, computer files or models, designs, plans,
proposals, marketing and sales programs, financial projections, and all
concepts or ideas, materials or information related to the business or sales of
Peregrine and any affiliated or related entities that has not previously been
released to the public by an authorized representative of those companies.  6.3.Return of Company
Property.  By signing this Agreement,
Employee represents and warrants that Employee will have returned to Peregrine
on or before the Separation Date, all Peregrine property, including all
confidential and proprietary information, as described in paragraph 6.2
above, and all materials and documents containing trade secrets and copyrighted
materials, including all copies and excerpts of the same.  6.4.Continuing
Obligations.  Employee further agrees to
comply with all continuing obligations of the Invention, Non-Disclosure and
Arbitration Agreement, signed byhim, including but
not limited to promises to protect all confidential and proprietary information
of Peregrine.  Employee understands that
he may have knowledge that may be needed by Peregrine in the event of an
investigation or court proceeding involving Peregrine.  In return for the severance payment Employee
is receiving under the Agreement, Employee agrees to cooperate fully with and
respond truthfully, completely, and promptly to any request for information
made by Peregrine or its attorneys in connection with any investigation or
court proceeding involving Peregrine. 
Peregrine agrees to reimburse Employee for reasonable travel expenses
that Employee incurs at Peregrines request to respond to Peregrine requests
for information.  Peregrine agrees to
consider in good faith any request for information made by Employee or his
attorneys in connection with any investigation or court proceeding involving
Employee, but Peregrine will determine in its sole discretion whether or not to
provide any such information  4 
   and Peregrine reserves the right in its sole
discretion to notify any government agency of information provided to Employee.  6.5.Advance of Legal
Expenses; Indemnification.  [This portion of the Agreement has been omitted
pursuant to a request for confidential treatment.  The omitted portion has been filed separately with the Securities
and Exchange Commission.] 
Any claim(s) for indemnification of Employee with regard to Peregrine
arising out of facts occurring before the effective date of the Fourth Amended
Plan of Reorganization of Peregrine Systems Inc. and Peregrine Remedy, Inc., as
modified (the Plan), shall be governed exclusively by the terms of the
Plan.  Any claims for
indemnification of Employee with regard to Peregrine arising out of facts
occurring after the effective date of the Plan, shall be governed by applicable
law.  6.6Noncompetiton/Inevitable
Disclosure.  Employee acknowledges that
Peregrines business is highly innovative and competitive and that trade secret
information and Confidential Information that Employee has come to possess
during his employment involve valuable and proprietary information, including
information with regard to the products, services, product development and
design, manufacturing, pricing and sales and marketing strategy.  Employee further acknowledges that this
trade secret information and Confidential Information would necessarily be
utilized by Employee during the lifecycle of the Companys products, even if
Employee attempted in good faith not to utilize the information, if Employee
were to accept other employment involving products and/or services similar to
those with which Employee was involved with Peregrine.  Although the lifecycles of such products and
services vary depending upon the service or the product, Employee and Peregrine
agree that for Peregrine and its products a 12 month period of protection is
reasonable and necessary in order to protect Peregrines trade secrets and
Confidential Information.  Accordingly, Employee
agrees that for the 12 month period following the termination of Employees
employment with Peregrine, Employee will not, directly or indirectly, engage in
any business, or become an employee of, consult with, render services for, own,
manage, control, participate in, or in any manner engage in any business where
the performance of Employees duties and/or the knowledge utilized would be
similar to the duties of, or the knowledge utilized by, Employee at Peregrine,
for in such circumstances Employee and Peregrine agree that the performance of
Employees duties for any such new employer, business or entity would
inevitably result (through intentional, negligent or inadvertent action) in
Employees utilizing trade secret or Confidential Information that Employee
acquired as a result of Employees employment by, or association with,
Peregrine.  Because of the international
scope of Peregrines markets, Employee and Peregrine agree that such
limitations shall apply throughout the world wherever Peregrine sells its
products.  7.No Admissions.  By entering into this Agreement, the
Released Parties make no admission that they have engaged, or are now engaging,
in any unlawful conduct.  The parties
understand and acknowledge that this Agreement is not an admission of liability
and shall not be used or construed or such in any legal or administrative
proceeding.  8.Older Workers
Benefit Protection Act.  This
Agreement is intended to satisfy the requirements of the Older Workers Benefit
Protection Act, 29 U.S.C. sec. 626(f). 
The following general provisions, along with the other provisions of
this Agreement, are agreed to for this purpose:  5 
   8.1. Employee acknowledges and agrees that he has read
and understands the terms of this Agreement.  8.2.Employee
acknowledges that this Agreement advises him in writing that he may consult
with an attorney before executing this Agreement, and that he has obtained and
considered such legal counsel as he deems necessary, such that he is entering
into this Agreement freely, knowingly, and voluntarily.  8.3.Employee
acknowledges that he has been given at least twenty-one (21) days in which to
consider whether or not to enter into this Agreement. Employee understands
that, at him option, Employee may elect not to use the full 21-day period.  8.4.This
Section 8 shall not become effective or enforceable until the eighth day
after Employee signs this Agreement.  In
other words, Employee may revoke his acceptance of this Section within
seven (7) days after the date he signs it. 
Employees revocation must be in writing and received by Peregrines
Human Resources Department by 5:00 p.m. P.S.T. on the seventh day in order to
be effective.  If Employee does not
revoke acceptance within the seven (7) day period, Employees acceptance of
this Section shall become binding and enforceable on the eighth day
(Effective Date).  The SC Severance
Payment is being paid in consideration of his waiver of any claims with regard
to the federal Age Discrimination in Employment Act and that in the event of a
revocation provided in this subsection 8.4, such payments will not be
made.  9.Severability.  In the event any provision of this Agreement
shall be found unenforceable by an arbitrator or a court of competent
jurisdiction, the 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 benefits contemplated herein to the fullest extent 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.  10.Full Defense.  This Agreement may be pled as a full and
complete defense to, and may be used as a basis for an injunction against, any
action, suit or other proceeding that may be prosecuted, instituted or
attempted by Employee in breach hereof. 
Employee and Peregrine agree that in the event an action or proceeding
is instituted by the other in order to enforce the terms or provisions of this
Agreement, the prevailing party shall be entitled to an award of reasonable
costs and attorneys fees incurred in connection with enforcing this Agreement.  11.Good Faith.  The parties agree to do all things necessary
and to execute all further documents necessary and appropriate to carry out and
effectuate the terms and purposes of this Agreement.  12.Applicable Law.  The validity, interpretation and performance
of this Agreement shall be construed and interpreted according to the laws of
the United States of America and the state of California.  13.Entire Agreement;
Modification.  Except with respect to any rights
that may exist in either party with regard to indemnification, this Agreement,
including the surviving provisions of the Invention, Non-Disclosure and
Arbitration Agreement (including its arbitration  6 
   provisions) referenced above, is intended to be the
entire agreement between the parties and supersedes and cancels any and all
other and prior agreements, written or oral, between the parties regarding this
subject matter.  It is agreed that there
are no collateral agreements or representations, written or oral, regarding the
terms and conditions of Employees separation of employment with Peregrine and
settlement of all claims between the parties other than those set forth in this
Agreement.  This Agreement may be
amended only by a written instrument executed by all parties hereto.  7 
   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.  Dated:
  12/24/03
  
  By:Andrew CahillDated:
  12/24/03
  
  By:Mary Lou OKeefeSr. VP, Human Resources  8 
   ADDITIONAL CONSIDERATION  In
order to induce Peregrine Systems, Inc. hereinafter Peregrine) to enter into
the foregoing Agreement, I agree to forever release and discharge Peregrine and
any past and present parent, subsidiary, and related corporations of Peregrine
as well as the successors, shareholders, officers and directors of corporate
shareholders, officers, directors, heirs, predecessors, assigns, agents,
employees, attorneys and representatives of each of them, past and present,
from any and all causes of action, actions, judgments, liens, indebtedness,
damages, losses, claims, liabilities and demands of whatsoever kind or
character, known or unknown, suspected to exist or not suspected to exist or
not suspected to exist, anticipated or not anticipated, whether or not
heretofore brought before any state or federal court or before any state or
federal agency or other governmental entity, including without limitation on
the generality of the foregoing, any and all claims, demands or causes of
action attributable to, connected with, or incidental to the employment of my
husband by Peregrine, the separation of that employment, and any dealings
between the parties concerning my husbands employment or any other matter
existing prior to the date of execution of this Agreement, excepting only those
obligations to be performed hereunder. 
This release is intended to apply to any and all claims based on common
law contract theories or state or federal statutory or constitutional law
theories.  As a further inducement to
Peregrine to enter into the Agreement, I agree that the provisions of the
foregoing Agreement relating to confidentiality shall be incorporated herein by
reference and I agree to abide by each such provision and every obligation
thereof as if they had been written to apply directly to me.  Executed
this 12th day of December, 2003  Janet Cahill