Exhibit 10.2  PEREGRINE SYSTEMS, INC.  1997 EMPLOYEE STOCK PURCHASE PLAN  (Amended and Restated effective as of
November 1, 2000)  The following
constitute the provisions of the 1997 Employee Stock Purchase Plan of Peregrine
Systems, Inc.  1.             Purpose.  The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
deductions.  It is the intention of the
Company to have the Plan qualify as an Employee Stock Purchase Plan under
Section 423 of the Internal Revenue Code of 1986, as amended.  The provisions of the Plan, accordingly,
shall be construed so as to extend and limit participation in a manner consistent
with the requirements of that section of the Code.  2.             Definitions.  (a)           Board shall mean the Board
of Directors of the Company or any committee thereof designated by the Board of
Directors of the Company in accordance with Section 15 of the Plan.  (b)           Code shall mean the Internal
Revenue Code of 1986, as amended.  (c)           Common Stock shall mean the
common stock of the Company.  (d)           Company shall mean Peregrine
Systems, Inc., a Delaware corporation,and any Designated Subsidiary of the
Company.  (e)           Compensation shall mean all
base straight time gross earnings and commissions, exclusive of payments for
overtime, shift premium, incentive compensation, incentive payments, bonuses
and other compensation.  (f)            Designated Subsidiary shall
mean any Subsidiary that has been designated by the Board from time to time in
its sole discretion as eligible to participate in the Plan.  (g)           Employee shall mean any
individual who is an Employee of the Company for tax purposes and whose
customary employment with the Company is at least twenty (20) hours per week
and more than five (5) months in any calendar year.  For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. 
Where the period of leave exceeds 90 days and the individuals right to
reemployment is not guaranteed either by statute or by contract, the employment
relationship shall be deemed to have terminated on the 91st day of such leave.  (h)           Enrollment Date shall mean
the first day of each Offering Period.  
   (i)            Exercise Date shall mean
the last day of each Offering Period.  (j)            Fair Market Value shall
mean, as of any date, the value of Common Stock determined as follows:  (i)            If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation the Nasdaq National Market or the Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the date of determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable; or  (ii)           If the Common Stock is regularly
quoted by a recognized securities dealer but selling prices are not reported,
its Fair Market Value shall be the mean of the closing bid and asked prices for
the Common Stock on the date of determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable; or  (iii)          In the absence of an established
market for the Common Stock, the Fair Market Value thereof shall be determined
in good faith by the Board.  (k)           Offering Periods shall mean
a period of approximately six (6) months during which an option granted
pursuant to the Plan may be exercised, commencing on the first Trading Day on
or after November 1 and terminating on the last Trading Day in the period
ending the following April 30; or commencing on the first Trading Day on or
after May 1 and terminating on the last Trading Day in the period ending the
following October 31.  The duration and
timing of Offering Periods may be changed pursuant to Section 4 of this Plan.  (l)            Plan shall mean this 1997
Employee Stock Purchase Plan, as amended.  (m)          Purchase Price shall mean an
amount equal to 85% of the Fair Market Value of a share of Common Stock on the
Enrollment Date or on the Exercise Date, whichever is lower; provided, however,
that the Purchase Price may be adjusted by the Board pursuant to
Section 20.  (n)           Reserves shall mean the
number of shares of Common Stock covered by each option under the Plan which
have not yet been exercised and the number of shares of Common Stock which have
been authorized for issuance under the Plan but not yet placed under option.  (o)           Subsidiary shall mean a
corporation, domestic or foreign, of which not less than 50% of the voting
shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a
Subsidiary.  (p)           Trading Day shall mean a day
on which national stock exchanges and The Nasdaq Stock Market are open for
trading.  2 
   3.             Eligibility.  (a)           Any Employee who shall be employed by
the Company on a given Enrollment Date shall be eligible to participate in the
Plan.  (b)           Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be granted an option under the Plan
(i) to the extent that, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee pursuant to
Section 424(d) of the Code) would own capital stock of the Company and/or hold
outstanding options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the capital stock
of the Company or of any Subsidiary, or (ii) to the extent that his or her
rights to purchase stock under all employee stock purchase plans of the Company
and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the fair market value of the
shares at the time such option is granted) for each calendar year in which such
option is outstanding at any time.  4.             Offering Periods.  The Plan shall be implemented by consecutive
Offering Periods, each with a duration of approximately six (6) months, with a
new Offering Period commencing on the first Trading Day on or after November 1
and May 1 of each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 21
hereof.  The Board shall have the power
to change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without stockholder approval if such
change is announced at least five (5) days prior to the scheduled beginning of
the first Offering Period to be affected thereafter.  5.             Participation.  (a)           An eligible Employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deductions in the form of Exhibit A to this Plan and filing it
with the Companys payroll office prior to the applicable Enrollment Date.  (b)           Payroll deductions for a participant
shall commence on the first payroll following the Enrollment Date and shall end
on the last payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the participant as provided in Section
11 hereof.  6.             Payroll Deductions.  (a)           At the time a participant files his
or her subscription agreement, he or she shall elect to have payroll deductions
made on each pay day during the Offering Period in an amount not exceeding
fifteen percent (15%) of the Compensation which he or she receives on each pay
day during the Offering Period.  (b)           All payroll deductions made for a
participant shall be credited to his or her account under the Plan and shall be
withheld in whole percentages only.  A
participant may not make any additional payments into such account.  3 
   (c)           A participant may discontinue his or
her participation in the Plan as provided in Section 11 hereof, or may
increase or decrease the rate of his or her payroll deductions during the
Offering Period by completing or filing with the Company a new subscription
agreement authorizing a change in payroll deduction rate.  The Board may, in its discretion, limit the
nature and/or number of participation rate changes during any Offering Period,
and may establish such other conditions or limitations as it deems appropriate
for Plan administration.  The change in
rate shall be effective with the first full payroll period following five (5)
business days after the Companys receipt of the new subscription agreement
unless the Company elects to process a given change in participation more
quickly.  A participants subscription
agreement shall remain in effect for successive Offering Periods unless
terminated as provided in Section 11 hereof.  (d)           Notwithstanding the foregoing, to the
extent necessary to comply with Section 423(b)(8) of the Code and
Section 3(b) hereof, a participants payroll deductions may be decreased
to zero percent (0%) at any time during an Offering Period.  Payroll deductions shall recommence at the
rate provided in such participants subscription agreement at the beginning of
the first Offering Period which is scheduled to end in the following calendar
year, unless terminated by the participant as provided in Section 11
hereof.  (e)           At the time the option is exercised,
in whole or in part, or at the time some or all of the Common Stock issued
under the Plan is disposed of, the participant must make adequate provision for
the Companys federal, state, or other tax withholding obligations, if any,
which arise upon the exercise of the option or the disposition of the Common
Stock.  At any time, the Company may,
but shall not be obligated to, withhold from the participants compensation the
amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common
Stock by the Employee.  7.             Grant of Option.  On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on the Exercise Date of such Offering Period (at
the applicable Purchase Price) up to a number of shares of Common Stock
determined by dividing such Employees payroll deductions accumulated prior to
such Exercise Date and retained in the Participants account as of the Exercise
Date by the applicable Purchase Price; provided that in no event shall an
Employee be permitted to purchase during each Offering Period more than 100,000
shares of Common Stock (as adjusted through November 1, 2000, and subject
to any further adjustment pursuant to Section 20), and provided further
that such purchase shall be subject to the limitations set forth in
Sections 3(b), 8 and 14 hereof. 
The Board may, for future Offering Periods, increase or decrease, in its
absolute discretion, the maximum number of shares of Common Stock an Employee
may purchase during such Offering Period. 
Exercise of the option shall occur as provided in Section 8 hereof,
unless the participant has withdrawn pursuant to Section 11 hereof.  The option shall expire on the last day of
the Offering Period.  8.             Exercise of Option.  (a)           Unless a participant withdraws from
the Plan as provided in Section 11 hereof, notice of exercise of his or
her option shall be deemed to have been given by the participant and his or her
option for the purchase of shares shall be exercised automatically on the
Exercise  4 
   Date, and the maximum number of
full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her
account.  No fractional shares shall be
purchased; any payroll deductions accumulated in a participants account which
are not sufficient to purchase a full share shall be retained in the
participants account for the subsequent Offering Period, subject to earlier
withdrawal by the participant as provided in Section 11 hereof.  Any other monies left over in a
participants account after the Exercise Date shall be returned to the
participant.  During a participants
lifetime, a participants option to purchase shares hereunder is exercisable
only by him or her.  (b)           If the Board determines that, on a
given Exercise Date, the number of shares with respect to which options are to
be exercised may exceed (i) the number of shares of Common Stock that were
available for sale under the Plan on the Enrollment Date of the applicable
Offering Period, or (ii) the number of shares available for sale under the Plan
on such Exercise Date, the Board may in its sole discretion provide that the
Company shall make a pro rata allocation of the shares of Common Stock
available for purchase on such Enrollment Date or Exercise Date, as applicable,
in as uniform a manner as shall be practicable and as it shall determine in its
sole discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date, and either (x) continue all
Offering Periods then in effect, or (y) terminate any or all Offering Periods
then in effect pursuant to Section 21 hereof. 
The Company may make a pro rata allocation of the shares available on
the Enrollment Date of any applicable Offering Period pursuant to the preceding
sentence, notwithstanding any authorization of additional shares for issuance
under the Plan by the Companys stockholders subsequent to such Enrollment
Date.  9.             Holding Period.  Shares purchased by a participant shall be
held in the participants account for a certain period of time from the date
such Shares were purchased under the Plan (the Holding Period).  The Holding Period for Shares purchased
before November 1, 2000 shall be a period of one (1) year from the date
such Shares were purchased under the Plan. 
The Holding Period for Shares purchased after November 1, 2000
shall be a period of sixty (60) days from the date such Shares were purchased
under the Plan.  In the event of a sale
of all or substantially all of the Companys assets, or a merger of the Company
with or into another corporation in which the Company is not the surviving
entity, the Holding Period shall lapse.  10.           Delivery.  As promptly as practicable after each
Exercise Date on which a purchase of shares occurs, the Company shall credit
each participants account under the Plan with the shares purchased upon
exercise of his or her option.  As
promptly as practicable after expiration of each Holding Period, the Company
shall arrange the delivery (electronically or otherwise) of the shares
purchased under the Plan to each participant who purchased shares that are
being released from the Holding Period.  11.           Withdrawal.  (a)           A participant may withdraw all but
not less than all the payroll deductions credited to his or her account and not
yet used to exercise his or her option under the Plan at any time by giving
written notice to the Company in the form of Exhibit B to this
Plan.  All of the participants payroll
deductions credited to his or her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such participants option
for the Offering Period shall be automatically terminated, and no further
payroll deductions for the purchase of shares shall  5 
   be made for
such Offering Period.  If a participant
withdraws from an Offering Period, payroll deductions shall not resume at the
beginning of the succeeding Offering Period unless the participant delivers to
the Company a new subscription agreement.  (b)           A participants withdrawal from an
Offering Period shall not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be adopted by the Company
or in succeeding Offering Periods which commence after the termination of the
Offering Period from which the participant withdraws.  12.           Termination of Employment.  Upon a
participants ceasing to be an Employee for any reason, he or she shall be
deemed to have elected to withdraw from the Plan and the payroll deductions
credited to such participants account during the Offering Period but not yet
used to exercise the option shall be returned to such participant or, in the
case of his or her death, to the person or persons entitled thereto under
Section 16 hereof, and such participants option shall be automatically
terminated.  The preceding sentence
notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for
the participants customary number of hours per week of employment during the
period in which the participant is subject to such payment in lieu of notice.  13.           Interest.  No interest shall accrue on the payroll
deductions of a participant in the Plan.  14.           Stock.  (a)           The maximum number of shares of the
Companys Common Stock which shall be made available for sale under the Plan
shall be one million (1,000,000) shares (as adjusted through November 1,
2000), subject to adjustment upon changes in capitalization of the Company as
provided in Section 20 hereof.  If, on a
given Exercise Date, the number of shares with respect to which options are to
be exercised exceeds the number of shares then available under the Plan, the
Company shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.  (b)           The participant shall have no
interest or voting right in shares covered by his option until such option has
been exercised.  (c)           Shares to be delivered to a
participant under the Plan shall be registered in the name of the participant
or in the name of the participant and his or her spouse.  15.           Administration.  The Plan shall be administered by the Board
or a committee of members of the Board appointed by the Board.  The Board or its committee shall have full
and exclusive discretionary authority to construe, interpret and apply the
terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan.  Every
finding, decision and determination made by the Board or its committee shall,
to the full extent permitted by law, be final and binding upon all parties.  6 
   16.           Designation of Beneficiary.  (a)           A participant may file a written
designation of a beneficiary who is to receive any shares and cash, if any,
from the participants account under the Plan in the event of such participants
death subsequent to an Exercise Date on which the option is exercised but prior
to delivery to such participant of such shares and cash.  In addition, a participant may file a
written designation of a beneficiary who is to receive any cash from the
participants account under the Plan in the event of such participants death
prior to exercise of the option.  If a
participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.  (b)           Such designation of beneficiary may
be changed by the participant at any time by written notice.  In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participants death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.  17.           Transferability.  Neither payroll deductions credited to a
participants account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 16 hereof) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 11 hereof.  18.           Use of Funds.  All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.  19.           Reports.  Individual accounts shall be maintained for
each participant in the Plan. 
Statements of account shall be given to participating Employees at least
annually, which statements shall set forth the amounts of payroll deductions,
the Purchase Price, the number of shares purchased and the remaining cash
balance, if any.  20.           Adjustments Upon
Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.  (a)           Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Offering Period pursuant to Section 7, as well as
the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of  7 
   any
convertible securities of the Company shall not be deemed to have been
effected without receipt of consideration. 
Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock subject to an
option.  (b)           Dissolution or Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be
shortened by setting a new Exercise Date (the New Exercise Date), and shall
terminate immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board.  The New Exercise Date shall be before the date of the Companys
proposed dissolution or liquidation. 
The Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the
participants option has been changed to the New Exercise Date and that the
participants option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has withdrawn from the Offering
Period as provided in Section 11 hereof.  (c)           Merger or Asset Sale.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed or
an equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. 
In the event that the successor corporation refuses to assume or
substitute for the option, any Offering Periods then in progress shall be
shortened by setting a new Exercise Date (the New Exercise Date) and all such
Offering Periods shall end on the New Exercise Date.  The New Exercise Date shall be before the date of the Companys
proposed sale or merger.  The Board
shall notify each participant in writing, at least ten (10) business days prior
to the New Exercise Date, that the Exercise Date for the participants option
has been changed to the New Exercise Date and that the participants option
shall be exercised automatically on the New Exercise Date, unless prior to such
date the participant has withdrawn from the Offering Period as provided in
Section 11 hereof.  21.           Amendment or Termination.  (a)           The Board of Directors of the Company
may at any time and for any reason terminate or amend the Plan.  Except as provided in Section 20 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise
Date if the Board determines that the termination of the Offering Period or the
Plan is in the best interests of the Company and its stockholders.  Except as provided in Section 20 hereof and
this Section 21, no amendment may make any change in any option theretofore
granted which adversely affects the rights of any participant.  To the extent necessary to comply with
Section 423 of the Code (or any successor rule or provision or any other
applicable law, regulation or stock exchange rule), the Company shall obtain
stockholder approval in such a manner and to such a degree as required.  (b)           Without stockholder consent and
without regard to whether any participant rights may be considered to have been
adversely affected, the Board (or its committee) shall be entitled to change
the Offering Periods, limit the frequency and/or number of changes in the
amount  8 
   withheld
during an Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a participant in order to adjust for delays
or mistakes in the Companys processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the
purchase of Common Stock for each participant properly correspond with amounts
withheld from the participants Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its
sole discretion advisable which are consistent with the Plan.  (c)           In the event the Board determines
that the ongoing operation of the Plan may result in unfavorable financial
accounting consequences, the Board may, in its discretion and, to the extent
necessary or desirable, modify or amend the Plan to reduce or eliminate such
accounting consequence including, but not limited to:  (i)            altering the Purchase Price for any
Offering Period including an Offering Period underway at the time of the change
in Purchase Price;  (ii)           shortening any Offering Period so
that Offering Period ends on a new Exercise Date, including an Offering Period
underway at the time of the Board action; and  (iii)          changing the allocation of shares.  Such
modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.  22.           Notices.  All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.  23.           Conditions Upon Issuance of Shares.  Shares shall not be issued with respect to
an option unless the exercise of such option and the issuance and delivery of
such shares pursuant thereto shall comply with all applicable provisions of
law, domestic or foreign, including, without limitation, the Securities Act of
1933, as amended, the Securities Exchange Act of 1934, as amended, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.  As a condition
to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.  24.           Term of Plan.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the stockholders of the Company.  It
shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 21 hereof.  9 
   EXHIBIT A  PEREGRINE SYSTEMS, INC.  1997 EMPLOYEE STOCK PURCHASE PLAN  SUBSCRIPTION AGREEMENT  Original
  Application
  Enrollment
  Date:Change in
  Payroll Deduction RateChange of
  Beneficiary(ies)  1.                                                     
hereby elects to participate in the Peregrine Systems, Inc. 1997 Employee Stock
Purchase Plan, as amended, (the Employee Stock Purchase Plan or the Plan)
and subscribes to purchase shares of the Companys Common Stock in accordance
with this Subscription Agreement and the Employee Stock Purchase Plan.  2.             I hereby authorize payroll
deductions from each paycheck in the amount of
       % of my Compensation on each payday
(from 1% to 15%) during the Offering Period in accordance with the Employee
Stock Purchase Plan.  (Please note that
no fractional percentages are permitted.)  3.             I understand that said payroll
deductions shall be accumulated for the purchase of shares of Common Stock at
the applicable Purchase Price determined in accordance with the Employee Stock
Purchase Plan.  I understand that if I
do not withdraw from an Offering Period, any accumulated payroll deductions
will be used to automatically exercise my option.  I further understand that shares of Common Stock purchased for me
under the Employee Stock Purchase Plan upon exercise of my option are subject
to the Holding Period described in Section 9 of the Employee Stock Purchase
Plan.  4.             I have received a copy of the
complete Employee Stock Purchase Plan. 
I understand that my participation in the Employee Stock Purchase Plan
is in all respects subject to the terms of the Plan.  I understand that my ability to exercise the option under this
Subscription Agreement is subject to stockholder approval of the Employee Stock
Purchase Plan.  5.             Shares purchased for me under the
Employee Stock Purchase Plan should be issued in the name(s) of (Employee or
Employee and Spouse
only):                                                     .  6.             I understand that if I dispose of
any shares received by me pursuant to the Plan within 2 years after the
Enrollment Date (the first day of the Offering Period during which I purchased
such shares) or one year after the Exercise Date, I will be treated for federal
income tax purposes as having received ordinary income at the time of such
disposition in an amount equal to the excess of the fair market value of the
shares at the time such shares were purchased by me  
   over the price which I paid for the shares.  I hereby agree to notify the Company in writing within 30 days
after the date of any disposition of my shares and I will make adequate
provision for federal, state or other tax withholding obligations, if any,
which arise upon the disposition of the Common Stock.  The Company may, but will not be obligated
to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to sale or early
disposition of Common Stock by me.  If I
dispose of such shares at any time after the expiration of the 2-year and
1-year holding periods, I understand that I will be treated for federal income
tax purposes as having received income only at the time of such disposition,
and that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid for
the shares, or (2) 15% of the fair market value of the shares on the first day
of the Offering Period.  The remainder
of the gain, if any, recognized on such disposition will be taxed as capital
gain.  7.             I hereby agree to be bound by the
terms of the Employee Stock Purchase Plan, including the prohibition on sales
by me of any shares purchased under the Employee Stock Purchase Plan as
follows: (i) shares purchased under the Plan before November 1,
2000 shall be held for a period of one year from the date of purchase, and (ii)
shares purchased under the Plan after November 1, 2000 shall be
held sixty (60) days from the date of purchase.  I acknowledge that the administrator of the Plan will have no
discretion to release any shares purchased by me until the expiration of such
holding period.  The effectiveness of
this Subscription Agreement is dependent upon my eligibility to participate in
the Employee Stock Purchase Plan.  8.             In the event of my death, I hereby
designate the following as my beneficiary(ies) to receive all payments and
shares due me under the Employee Stock Purchase Plan:  NAME:  (Please print)(First)
  (Middle)
  (Last)   Relationship(Address)  2 
   Employees
  Name  (please print):Employees
  SocialSecurity
  Number:Employees
  Address:  I UNDERSTAND THAT THIS
SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.  Dated:Signature of
  EmployeeSpouses
  Signature (If beneficiary other than spouse)  [Peregrine Systems, Inc. ESPP Subscription Agreement]  3 
   EXHIBIT B  PEREGRINE SYSTEMS, INC.  1997 EMPLOYEE STOCK PURCHASE PLAN  NOTICE OF WITHDRAWAL  The
undersigned participant in the Offering Period of the Peregrine Systems, Inc.
1997 Employee Stock Purchase Plan which began on
                      ,
             (the
Enrollment Date) hereby notifies the Company that he or she hereby withdraws
from the Offering Period.  He or she
hereby directs the Company to pay to the undersigned as promptly as practicable
all the payroll deductions credited to his or her account with respect to such
Offering Period.  The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated.  The
undersigned understands further that no further payroll deductions will be made
for the purchase of shares in the current Offering Period and the undersigned
shall be eligible to participate in succeeding Offering Periods only by
delivering to the Company a new Subscription Agreement.  Name and
  Address of Participant:Signature:Date: