Exhibit 10.10 First Amendment to Amended
Employment Agreement   This First Amendment (this Amendment) to Amended Employment Agreement (the Agreement) is made and entered into this
11th day of December 2003, effective as of August 19, 2003, by and among
Peregrine Systems, Inc., a Delaware corporation (the Company) and Gary G. Greenfield (Employee).  Recitals  R-1.Company and Employee are parties to the Agreement,
which was made and entered into effective as of June 1, 2002.  R-2.         Under the Agreement, Employee was
employed as President and Chief Executive Officer of the Company for a term to
continue until May 31, 2005.  R-3.         On August 18, 2003, the Board of
Directors of the Company elected John Mutch as President and Chief Executive
Officer of the Company, as a result of which Employee was relieved of such
duties.  R-4.         The Company desires to continue the
employment of Employee as a consultant for the period from August 19, 2003,
through November 17, 2003 (the Consulting
Period).  Now, therefore, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:  1.             On August 18, 2003 the
(Termination Date), Employee was terminated as President and Chief Executive
Officer by the Company without Cause (the Termination).  2.             The provisions of the Agreement are
modified, not modified, or not applicable as follows:  Section 1. Employment. During the
Consulting Period, the Company employs Employee as a consultant to provide such
services as reasonable agreed upon by the Company and Employee.  Section 3.
Compensation/Benefits.  (A)
Base Salary. During the Consulting Period, Employee shall be paid a base
salary at the annual rate of Five Hundred Thousand Dollars ($500,000.00), payable
in installments as has been the Companys practice, less required legal
deductions.  (B)
Bonuses. Employee acknowledges that he has received all payments
provided for under Section 3(B)(i), (ii), and (iii) of the Agreement.  
   The
parties agree that the Company shall pay the Post-Chapter 11 Annual Target
Bonus provided for in Section 3(B)(iv) of the Agreement for the period from the
Plan Effective Date (August 7, 2003) through the Termination Date, which amount
is Five Thousand Four Hundred Seventy-Nine and 45/100 Dollars ($5,479.45).  (C)
Benefits. Employee shall be entitled to the Benefits and the Welfare
Benefits during the Consulting Period, except that there shall not be any
vacation period during the Consulting Period. Within two (2) business days
following the execution of this Agreement by the Company, it shall pay
$36,537.05 to Employee for his accrued and unused vacation time.  (D)
Share Options. In lieu of the provisions under Section 3(D) of the
Agreement, the parties agree that, as a result of the reorganization in
bankruptcy, Employee holds options to purchase 25,352 shares of common stock of
the Company. Such options may be exercised by Employee on or before the later
of (x) February 15, 2004, or (y) sixty (60) days after the Companys Form
10K and Form 10Qs for the fiscal year ended June 30, 2003, are filed with the
Securities and Exchange Commission. The Company agrees that anytime prior to
exercise, the options may be transferred by Employee to charitable
organizations.  (E) Restricted Shares. In
lieu of the provisions under Section 3(E) of the Agreement, it is agreed that
the number of Shares of the Companys stock converted from Restricted Shares
(which are no longer restricted) held by Employee following the bankruptcy
reorganization is 45,070 shares, all of which are fully vested. The Company
will, within three (3) business days, direct Mellon Bank, as transfer agent, to
deliver to Employee a new certificate for such Shares without any restrictive
legend.  Section 4.
Expenses/Costs.The Company shall reimburse Employee for all
reasonable and necessary business expenses as provided for in Section 4 of the
Agreement for the Consulting Period, except that secretarial support and
miscellaneous office costs at Employees residence in Maryland shall be fixed
at Three Thousand Dollars ($3,000.00) for the Consulting Period. The parties
agree that no further Advance is required by the Company and there is no unused
portion of the Advance.  Without
limiting the Companys obligation under Section 4 of the Agreement, as amended
above, the Company will promptly reimburse Employee for all legal fees and
reasonable expenses incurred by him in connection with this Amendment and in
connection with the deposition of Employee taken on September 12, 2003.  Section 5. No Setoffs.Section 5 of the
Agreement is not modified.  Section 6. Protection of the Company.  (A) The
provisions of Section 6(A) of the Agreement shall apply through the expiration
of the Consulting Period.  2 
   (B) The provisions of Section
6(B) of the Agreement are terminated.  Section 7.
Termination.  (G) Termination
Pursuant to Sections 7(D), (E) or (F). The parties agree that Termination
is pursuant to Section 7(D) of the Agreement (Without Cause) as follows:  1.
Accrued Obligations. All accrued
obligations shall be paid promptly.  2.
Severance Payments. The severance
payment shall be Seven Hundred Fifty Thousand Dollars ($750,000.00), payable by
the Company in a lump sum on March 1, 2004.  3.
Welfare Benefits.The Welfare
Benefits shall be available to Employee for a period of eighteen (18) months
following the expiration of the Consulting Period.  (H)
Outstanding Share Options; Rights. The provisions of the first paragraph
of Section 7(H) of the Agreement shall continue in effect, it being
acknowledged by the Company that all of the Outstanding Share Options have
vested.  (I)
Post-Termination Non-Competition Restrictions. The provisions of Section
7(I) of the Agreement shall not apply, so that there are no restrictions upon
Employee with respect to the activities otherwise prohibited for a period of
twelve (12) months pursuant to clause (i) of Section 7(I) of the Agreement and,
accordingly, Section 7(I)(ii) of the Agreement is terminated.  Section 8. Additional Payments. Section 8
of the Agreement is not modified.  Section 9. Indemnification and Insurance.
The indemnity in favor of the Employee and an agreement for the Employee to be
covered by Directors and Officers insurance shall continue in effect in
accordance with their terms.  Section 10.
Miscellaneous.  1.
The provisions of Sections 10(A), (B), (C), (D), (E), (F), (G) and (H) of the
Agreement are not modified.  2.
(I) Survival. The provisions of Section 10(I) of the Agreement shall
continue in full force and effect with respect to the provisions of the
Agreement to the extent modified by this Amendment but, in any event, shall not
survive after two (2) years from the expiration of the Consulting Period.  3 
   3.
Additional Provisions. The following are additional provisions:  (a)
Employee shall be allowed to keep the computer that was provided to him by the
Company. Employee has downloaded and delivered to Company materials requested
by the Company that are stored in such computer.  (b)
Company and Employee each hereby fully and forever release, acquit, waive, and
discharge the other of them from any and all causes of action, rights, claims,
counterclaims, demands, suits, proceedings, actions, and liabilities of any
nature whatsoever, whether known or unknown, presently existing or which may
hereafter arise, due in whole or in part to actions or omissions occurring
prior to the date of the Agreement which either of them ever had, now has, or
hereafter can, shall or may have against the other of them, but excluding all
claims that arise out of a breach in connection with the performance of the
obligations of either of them in favor of the other contained in the Agreement,
as modified by this Amendment.  IN
WITNESS WHEREOF, this Amendment has been signed on this 19th day of December,
2003, effective as of August 19, 2003.  COMPANY:  Peregrine
Systems, Inc.  By:  /s/ MARY LOU OKEEFE Mary Lou OKeefe  EMPLOYEE:  /s/
GARY G. GREENFIELD Gary
G. Greenfield   4