Exhibit
10.1  PEREGRINE
SYSTEMS, INC.  INDEMNIFICATION
AGREEMENT  This
Indemnification Agreement (the Agreement) is effective as of
                      ,
2003 by and between Peregrine Systems, Inc., a Delaware corporation (the
Company), and                         
(the Indemnitee).  WHEREAS, the
Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and its related entities;  WHEREAS, the
Companys Restated Certificate of Incorporation and Amended and Restated Bylaws
allow the Company to indemnify its directors, officers, employees and agents to
the maximum extent permitted under Delaware law;  WHEREAS, in order
to induce Indemnitee to continue to provide services to the Company, the
Company wishes to provide for the indemnification of, and advancement of
expenses to, Indemnitee to the maximum extent permitted by law and/or the
Companys Restated Certificate of Incorporation;  WHEREAS,
Indemnitee does not regard the current protection available as adequate under
the present circumstances, and Indemnitee and other directors, officers,
employees, agents, and fiduciaries of the Company may not be willing to
continue to serve in such capacities without additional protection;  WHEREAS, the
Company and Indemnitee recognize the continued difficulty in obtaining
liability insurance for the Companys directors, officers, employees, agents,
and fiduciaries, the significant increases in the cost of such insurance, and
the general reductions in the coverage of such insurance;  WHEREAS, the
Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, agents, and
fiduciaries to expensive litigation risks at the same time as the availability
and coverage of liability insurance has been severely limited; and  WHEREAS, in view
of the considerations set forth above, the Company desires that Indemnitee
shall be indemnified by the Company as set forth herein;  NOW, THEREFORE,
the Company and Indemnitee hereby agree as set forth below.  1.             Certain
Definitions.  (a)           Change
in Control shall mean, and shall be deemed to have occurred if, on or after
the date of this Agreement, (i) any person (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company acting in such capacity or a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, becomes the beneficial
owner (as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing more than 50% of the total voting
power represented by the Companys then outstanding Voting Securities, (ii)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Company and any new director
whose election by the Board of Directors or nomination for election by the
Companys stockholders was approved by a vote of at least two thirds (2/3) of
the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation other than a merger or consolidation which would
result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80% of  
   the total voting power
represented by the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of (in one transaction or
a series of related transactions) all or substantially all of the Companys
assets.  (b)           Claim
shall mean any threatened, pending or completed action, suit, proceeding or
alternative dispute resolution mechanism, or any hearing, inquiry or
investigation that Indemnitee in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other.  (c)           References
to the Company shall include, in addition to Peregrine Systems, Inc., any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger to which Peregrine Systems, Inc. (or any of its
wholly owned subsidiaries) is a party which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees, agents or fiduciaries, so that if Indemnitee is or was a
director, officer, employee, agent or fiduciary of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, Indemnitee shall stand in the same position under the provisions of
this Agreement with respect to the resulting or surviving corporation as
Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.  (d)           Expenses
shall mean any and all expenses (including attorneys fees and all other costs,
expenses and obligations incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to
defend, to be a witness in or to participate in, any action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of any Claim regarding any Indemnifiable Event and any federal,
state, local or foreign taxes imposed on Indemnitee as a result of the actual
or deemed receipt of any payments under this Agreement.  (e)           Expense
Advance shall mean an advance payment of Expenses to Indemnitee pursuant to
Section 3(a).  (f)            Indemnifiable
Event shall mean any event or occurrence related to the fact that Indemnitee
is or was a director, officer, employee, agent or fiduciary of the Company, or
any subsidiary of the Company, or is or was serving at the request of the
Company as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, or by
reason of any action or inaction on the part of Indemnitee while serving in
such capacity.  (g)           Independent
Legal Counsel shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of Section 2(c) hereof, who shall not have
otherwise performed services for the Company or Indemnitee within the last
three years (other than with respect to matters concerning the rights of
Indemnitee under this Agreement, or of other indemnitees under similar
indemnity agreements).  (h)           References
to other enterprises shall include employee benefit plans; references to
fines shall include any excise taxes assessed on Indemnitee with respect to
an employee benefit plan; and references to serving at the request of the
Company shall include any service as a director, officer, employee, agent or
fiduciary of the Company which imposes duties on, or involves services by, such
director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries; and if Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner not opposed to the best interests of
the Company  as referred to in this
Agreement.  2 
   (i)            Reviewing
Party shall have the meaning as set forth in Section 2(b) of this Agreement.  (j)            Voting
Securities shall mean any securities of the Company that vote generally in the
election of directors.  2.             Indemnification.  (a)           Indemnification
of Expenses.  The Company shall
indemnify Indemnitee to the fullest extent permitted by law and/or the
Companys Restated Certificate of Incorporation if Indemnitee was or is or
becomes a party to or witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any Claim by reason of (or
arising in part out of) any Indemnifiable Event against Expenses, including all
interest, assessments and other charges paid or payable in connection with or
in respect of such Expenses.  Such
payment of Expenses shall be made by the Company as soon as practicable but in
any event no later than five (5) business days after written demand by
Indemnitee therefor is presented to the Company.  (b)           Reviewing
Party.  Indemnitee shall be
conclusively presumed to have met the relevant standards of conduct, as defined
by Delaware law, for indemnification pursuant to this Agreement, unless a
determination is made that Indemnitee has not met such standards (i) by the
board of directors of the Company acting by a majority vote of a quorum thereof
consisting of directors who were not parties to the Claim for which Indemnitee
seeks indemnification under this Agreement, (ii) by a committee of directors
designated by a majority vote of such directors, even though less than a
quorum, (iii) by the stockholders of the Company acting by a majority vote of a
quorum thereof consisting of stockholders who are not parties to the Claim for
which Indemnitee seeks indemnification under this Agreement, or (iv) in a
written opinion by the Independent Legal Counsel referred to in Section 2(c)
hereof (such determining body is referred to herein as the Reviewing
Party).  The obligation of the Company
to make an Expense Advance shall be subject to the condition that, if, when and
to the extent that the Reviewing Party determines that Indemnitee would not be
permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all such amounts theretofore paid.  Notwithstanding the foregoing, if Indemnitee has commenced or
thereafter commences legal proceedings in a court of competent jurisdiction to
secure a determination that Indemnitee should be indemnified under applicable
law, any determination made by the Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted or lapsed).  Indemnitees obligation to reimburse the
Company for any Expense Advance shall be unsecured and no interest shall be
charged thereon.  If there has not been
a Change in Control, the Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control (other than a Change
in Control which has been approved by a majority of the Companys Board of
Directors who were directors immediately prior to such Change in Control), the
Reviewing Party shall be the Independent Legal Counsel.  If there has been no determination by the
Reviewing Party or if the Reviewing Party determines that Indemnitee
substantively would not be permitted to be indemnified in whole or in part
under applicable law, Indemnitee shall have the right to commence litigation
seeking an initial determination by the court or challenging any such
determination by the Reviewing Party or any aspect thereof, including the legal
or factual bases therefor, and the Company hereby consents to service of
process and to appear in any such proceeding. Absent
such litigation, any determination by the Reviewing Party shall be conclusive
and binding on the Company and Indemnitee.  (c)           Change
in Control.  The Company agrees that
if there is a Change in Control of the Company (other than a Change in Control
which has been approved by a majority of the Companys Board of Directors who
were directors immediately prior to such Change in Control), then with respect
to all matters thereafter arising concerning the rights of Indemnitee to
payments of Expenses and Expense Advances under this Agreement or any other
agreement or under the Companys Certificate of Incorporation or Bylaws as now
or  3 
   hereafter in effect,
Independent Legal Counsel, if desired by Indemnitee, shall be selected by
Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel,
among other things, shall render its written opinion to the Company and
Indemnitee as to whether and to what extent Indemnitee would be permitted to be
indemnified under applicable law and the Company agrees to abide by such
opinion.  The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to
indemnify fully such counsel against any and all expenses (including attorneys
fees), claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto. 
Notwithstanding any other provision of this Agreement, the Company shall
not be required to pay Expenses of more than one Independent Legal Counsel in
connection with all matters concerning a single Indemnitee, and such
Independent Legal Counsel shall be the Independent Legal Counsel for any or all
other Indemnitees unless (i) the Company otherwise determines or
(ii) any Indemnitee shall provide a written statement setting forth in
detail a reasonable objection to such Independent Legal Counsel representing
other Indemnitees.  (d)           Mandatory
Payment of Expenses. 
Notwithstanding any other provision of this Agreement other than
Section 10 hereof, to the extent that Indemnitee has been successful on
the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any Claim regarding any Indemnifiable
Event, Indemnitee shall be indemnified against all Expenses incurred by
Indemnitee in connection therewith.  3.             Expenses;
Indemnification Procedure.  (a)           Advancement
of Expenses.  The Company shall advance
all Expenses incurred by Indemnitee. 
The advances to be made hereunder shall be paid by the Company to
Indemnitee as soon as practicable but in any event no later than five (5)
business days after written demand by Indemnitee therefor to the Company.  Expenses incurred in defending any
proceeding may be advanced by the Company prior to the final disposition of the
proceeding; provided, that so long as Delaware law so requires, such
advance shall be made only upon receipt of an undertaking in writing by or on
behalf of Indemnitee to repay the Expenses incurred to the extent that it is
ultimately determined that Indemnitee is not entitled to indemnification.  (b)           Notice/Cooperation
by Indemnitee.  Indemnitee
shall  give the Company notice in
writing as soon as practicable of any Claim made against Indemnitee for which
indemnification will or could be sought under this Agreement; provided,
that the omission to so notify the Company will not relieve the Company from
any liability that it otherwise may have to Indemnitee under this
Agreement.  Notice to the Company shall
be directed to the General Counsel of the Company at the address shown on the
signature page of this Agreement (or such other address as the Company shall
designate in writing to Indemnitee).  In
addition, Indemnitee shall give the Company such information and cooperation as
it may reasonably require and as shall be within Indemnitees power.  (c)           No
Presumptions; Burden of Proof.  For
purposes of this Agreement, the termination of any Claim by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that indemnification
is not permitted by applicable law.  In
addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitees claim or create a
presumption that Indemnitee has not met any particular standard of conduct or
did not have any particular belief.  (d)           Notice
to Insurers.  If, at the time of the
receipt by the Company of a notice of a Claim pursuant to Section 3(b)
hereof, the Company has liability insurance in effect which may cover such
Claim, the Company shall give prompt notice of the commencement of such Claim
to the insurers in accordance with the procedures set forth in the respective
policies.  The Company shall thereafter
take all necessary or desirable action to cause  4 
   such insurers to pay, on
behalf of Indemnitee, all amounts payable as a result of such Claim in
accordance with the terms of such policies.  (e)           Selection
of Counsel.  In the event the
Company shall be obligated hereunder to pay the Expenses of any Claim the
Company, if appropriate, shall be entitled to assume the defense of such Claim
with counsel approved by Indemnitee (not to be unreasonably withheld) upon the
delivery to Indemnitee of written notice of the Companys election so to
do.  After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this Agreement for
any fees of counsel subsequently incurred by Indemnitee with respect to the
same Claim; provided that, (i) Indemnitee shall have the right to employ
Indemnitees separate counsel in any such Claim at Indemnitees expense and
(ii) if (A) the employment of separate counsel by Indemnitee has been
previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (C) the Company shall
not continue to retain such counsel to defend such Claim, then the fees and
expenses of Indemnitees separate counsel shall be at the expense of the
Company.  4.             Additional
Indemnification Rights; Nonexclusivity.  (a)           Scope.  The Company hereby agrees to indemnify
Indemnitee to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by the other provisions of this
Agreement, the Companys Certificate of Incorporation, the Companys Bylaws or
by statute.  In the event of any change
after the date of this Agreement in any applicable law, statute or rule which
expands the right of a Delaware corporation to indemnify a member of its board
of directors or an officer, employee, agent or fiduciary, it is the intent of
the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change.  In
the event of any change in any applicable law, statute or rule which narrows
the right of a Delaware corporation to indemnify a member of its board of
directors or an officer, employee, agent or fiduciary, such change, to the
extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties rights
and obligations hereunder except as set forth in Section 9(a) hereof.  (b)           Nonexclusivity.  The indemnification provided by this
Agreement shall be in addition to any rights to which Indemnitee may be
entitled under the Companys Certificate of Incorporation, its Bylaws, any
other agreement, any vote of stockholders or disinterested directors, the
General Corporation Law of the State of Delaware, or otherwise.  The indemnification provided under this
Agreement shall continue as to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though Indemnitee may have ceased
to serve in such capacity.  5.             No
Duplication of Payments.  The
Company shall not be liable under this Agreement to make any payment in
connection with any Claim made against Indemnitee to the extent Indemnitee has
otherwise actually received payment (under any insurance policy, provision of the
Companys Certificate of Incorporation, bylaw or otherwise) of the amounts
otherwise indemnifiable hereunder.  6.             Partial
Indemnification.  If Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of Expenses incurred in connection with any
Claim, but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such Expenses to which
Indemnitee is entitled.  7.             Mutual
Acknowledgment.  Both the Company
and Indemnitee acknowledge that in certain instances, federal law or applicable
public policy may prohibit the Company from indemnifying its directors,
officers, employees, agents or fiduciaries under this Agreement or
otherwise.  Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future
to undertake with the Securities and  5 
   Exchange Commission to
submit the question of indemnification to a court in certain circumstances for
a determination of the Companys right under public policy to indemnify
Indemnitee.  8.             Liability
Insurance.  (a)           The
Company hereby covenants and agrees that, as long as Indemnitee continues to
serve as a director, officer, employee, agent or fiduciary of the Company and
thereafter as long as Indemnitee may be subject to any possible Claim, the
Company shall maintain in full force and effect directors and officers
liability insurance (D&O Insurance) in reasonable amounts from
established and reputable insurers.  (b)           Indemnitee
shall be covered by such D&O Insurance policies in such a manner as to
provide Indemnitee the same rights and benefits as are provided to the most
favorably insured of the Companys directors, if Indemnitee is a director; or
of the Companys officers, if Indemnitee is not a director of the Company but
is an officer; or of the Companys key employees, agents or fiduciaries, if
Indemnitee is not an officer or director but is a key employee, agent or
fiduciary.  9.             Exceptions.  Notwithstanding any other provision of this
Agreement, the Company shall not be obligated pursuant to the terms of this
Agreement:  (a)           Excluded
Action or Omissions.  To indemnify
Indemnitee for acts, omissions or transactions from which Indemnitee may not be
relieved of liability under applicable law.  (b)           Claims
Initiated by Indemnitee.  To
indemnify or advance expenses to Indemnitee with respect to Claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except (i) with
respect to actions or proceedings brought to establish or enforce a right to
indemnification under this Agreement or any other agreement or insurance policy
or under the Companys Certificate of Incorporation or Bylaws now or hereafter in
effect relating to Claims for Indemnifiable Events, (ii) in specific cases if
the Board of Directors has approved the initiation or bringing of such Claim,
or (iii) as otherwise required under Section 145 of the Delaware General
Corporation Law, regardless of whether Indemnitee ultimately is determined to
be entitled to such indemnification, advance expense payment or insurance
recovery, as the case may be.  (c)           Lack
of Good Faith.  To indemnify
Indemnitee for any expenses resulting from Indemnitees conduct which is
finally adjudged to have been willful misconduct, knowingly fraudulent or
deliberately dishonest;  (d)           Claims
Under Section 16(b).  To
indemnify Indemnitee for expenses and the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of
Section 16(b) of the Securities Exchange Act of 1934, as amended, the
rules and regulations promulgated thereunder and amendments thereto, or similar
provisions of any federal, state or local statutory law.  10.           Period
of Limitations.  No legal action
shall be brought and no cause of action shall be asserted by or in the right of
the Company against Indemnitee, Indemnitees estate, spouse, heirs, executors
or personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of
the Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such
cause of action, such shorter period shall govern.  11.           Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall constitute an original.  6 
   12.           Binding
Effect; Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns
(including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the
Company), spouses, heirs and personal and legal representatives.  The Company shall require and cause any
successor (whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part,
of the business or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.  This Agreement shall continue in effect so
long as Indemnitee shall be subject to any possible Claim commenced or
continued after execution of this Agreement, regardless of whether Indemnitee
continues to serve as a director, officer, employee, agent or fiduciary (as
applicable) of the Company or of any other enterprise at the Companys request.  13.           Attorneys
Fees.  In the event that any action
is instituted by Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the
terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses
incurred by Indemnitee with respect to such action, regardless of whether
Indemnitee is ultimately successful in such action, and shall be entitled to
the advancement of Expenses with respect to such action, unless as a part of
such action a court of competent jurisdiction over such action determines that
each of the material assertions made by Indemnitee as a basis for such action
were not made in good faith or were frivolous. 
In the event of an action instituted by or in the name of the Company
under this Agreement to enforce or interpret any of the terms of this
Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee in defense of such action (including costs and expenses incurred
with respect to Indemnitees counterclaims and cross-claims made in such
action), and shall be entitled to the advancement of Expenses with respect to
such action, unless as a part of such action a court having jurisdiction over
such action determines that each of Indemnitees material defenses to such
action were made in bad faith or were frivolous.  14.           Notice.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed
duly given (i) if delivered by hand and signed for by the party addressed,
on the date of such delivery, or (ii) if mailed by domestic certified or
registered mail with postage prepaid, on the third business day after the date
postmarked.  Addresses for notice to
either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice. 
A copy of any notice under this Agreement shall be directed to Kenneth
R. Heitz, Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900, Los
Angeles, CA  90067, Telephone Number
(310) 277-1010, Fax Number (310) 203-7199.  15.           Consent
to Jurisdiction.  The Company and
Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of
the State of Delaware for all purposes in connection with any action or proceeding
which arises out of or relates to this Agreement and agree that any action
instituted under this Agreement shall be commenced, prosecuted and continued
only in the Court of Chancery of the State of Delaware in and for New Castle
County, which shall be the exclusive and only proper forum for adjudicating
such a claim.  16.           Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable, and
the remaining provisions shall remain enforceable to the fullest extent
permitted by law.  Furthermore, to the
fullest extent possible, the provisions of this Agreement (including, without
limitations, each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.  17.           Savings
Clause.  If this Agreement or any
provision hereof is invalidated on any ground by any court of competent
jurisdiction, the Company shall nevertheless indemnify Indemnitee as to any
Expenses incurred  7 
   with respect to any Claim
to the fullest extent permitted by any applicable provision of this Agreement
that has not been invalidated or by any other applicable provision of Delaware
law.  18.           Interpretation;
Choice of Law.  This Agreement shall
be construed as a whole and in accordance with its fair meaning.  Headings are for convenience only and shall
not be used in construing meaning.  This
Agreement shall be governed by and its provisions construed and enforced in
accordance with the laws of the State of Delaware as applied to contracts
between Delaware residents entered into and to be performed entirely within the
State of Delaware, without regard to the rules relating to conflicts of laws.  19.           Subrogation.  In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee, who shall execute all documents
required and shall do all acts that may be necessary to secure such rights and
to enable the Company effectively to bring suit to enforce such rights.  20.           Amendment
and Termination.  No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless it is in writing signed by the party against whom enforcement is
sought.  No waiver of any of the
provisions of this Agreement shall be deemed to be or shall constitute a waiver
of any other provisions hereof (whether or not similar), nor shall such waiver constitute
a continuing waiver.  The
indemnification rights afforded to Indemnitee hereby are contract rights and
may not be diminished, eliminated or otherwise affected by amendments to the
Companys Restated Certificate of Incorporation, Amended and Restated Bylaws or
by other agreements, including D&O Insurance policies.  21.           Absence
of Third Party Beneficiary Rights. 
No provision of this Agreement is intended nor shall be interpreted to
provide or create any third party beneficiary rights or any other rights of any
kind in any client, customer, affiliate, shareholder or partner of any party to
this Agreement or any other person; unless specifically provided otherwise
herein, and except as so provided, all provisions hereof shall be personal
solely between the parties to this Agreement.  22.           Integration
and Entire Agreement.  This
Agreement sets forth the entire understanding between the parties hereto and
supersedes and merges all previous written and oral negotiations, commitments,
understandings and agreements relating to the subject matter hereof between the
parties hereto.  23.           No
Construction as Employment Agreement. 
Nothing contained in this Agreement shall be construed as giving
Indemnitee any right to be retained in the employ of the Company or any of its
subsidiaries or affiliated entities.  8 
   IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.  (INDEMNITEE)
  
  PEREGRINE
  SYSTEMS, INC. (COMPANY)Print NameSignature:
  
  
  By:Title:
  
  
  Name:
  Kevin N. CourtoisAddress:
  
  
  Title:
  Senior Vice President & General Counsel3611 Valley Centre DriveSan Diego, California 92130  9