Exhibit 10.46  PROMISSORY
NOTE  $7,984,381.75
  
  August
  26, 2002
  Los Angeles, California  FOR VALUE RECEIVED, the undersigned (hereinafter Maker), hereby promises to pay
to the order of WELLS FARGO HSBC TRADE BANK,N.A., a national banking association (hereinafter Holder),
in such coin or currency of the United States which shall be legal tender in
payment of all debts and dues, public and private, at the time of payment, the
principal sum of $7,984,381.75 (which said principal sum represents the Past Due
Purchase Obligations of Maker to Holder as of the date hereof in accordance
with Schedule A to the Forbearance Agreement (as defined below)), or such
greater or lesser amount as may be outstanding hereunder from time to time in
accordance with the terms hereof, together with interest from and after the
date hereof on the unpaid principal balance outstanding as set forth herein.  Forbearance
Agreement. This
Promissory Note (this Note) is one of the Promissory Notes referred
to in, and is issued pursuant to, that certain Forbearance Agreement (the Forbearance
Agreement) dated as of the date hereof, among Maker, the subsidiaries of
Maker identified on the signature pages thereof, Fleet Business Credit, LLC, a
Delaware limited liability company, as successor to Sanwa Business Credit
Corporation (Fleet), Wells Fargo HSBC Trade Bank, N.A., a national
banking association (the Trade Bank), and Silicon Valley Bank, a
California state bank (SVB; together with Fleet and the Trade Bank,
each, a Purchaser, collectively Purchasers), and Fleet, as
agent for the Purchasers (in such capacity, together with its successors in
such capacity, Purchaser Agent). 
All of the terms, covenants and conditions of the Forbearance Agreement
and the other Forbearance Documents are hereby made a part of this Note and are
deemed incorporated herein in full. Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the Forbearance
Agreement.  Senior
Debt.  The obligations of Maker hereunder (whether
of principal, interest or otherwise) shall constitute Senior Debt under the
Indenture.  Payments
of Principal and Interest.  The principal amount and
accrued interest of this Note shall be due and payable on the dates and in the
manner hereinafter set forth:  (a)           Interest. Interest on the
outstanding principal balance hereof shall accrue at a per annum rate of 6.00%;
provided, however, that upon the occurrence and during the
continuation of a New Event of Default, interest on the outstanding principal
balance hereof shall accrue at a per annum rate of 9.00%.  Interest shall accrue monthly and shall be
due and payable on the first day of each calendar month, in arrears, until such
time as the full principal balance hereof, together with all other amounts
owing hereunder, shall have been paid in full. The foregoing to the contrary
notwithstanding, upon the commencement of the first, if any, Chapter 11
Proceeding filed by or against maker, (a) during the period from the Filing
Date thereof through  
   the Moratorium End Date,
interest shall accure during the period from such Filing Date through the
Moratorium End Date (without compounding during such period) and on the
Moratorium End Date shall be added to the outstanding principal balance hereof,
(b) any interest accruing for any period prior to such Filing Date and due and
payable after such Filing Date shall be payable in accordance with the
immediately preceding sentence, and (c) after the Moratorium End Date, interest
shall accrue and be due and payable in accordance with the immediately
preceding sentence. Notwithstanding the date of this Note, in addition to the
interest otherwise payable hereunder, on the first due date of interest
hereunder, Maker shall pay interest on the outstanding Past Due Purchase
Obligations during the period from August 1, 2002 through and including the
date of this Note at the rate applicable to the principal amount hereof.
Without limiting Makers obligation to pay interest on the due date thereof,
subject to the interest moratorium provisions above, any interest not paid when
due shall be added to the outstanding principal balance hereof and thereafter
interest shall accrue on such amount in accordance with the terms hereof.  (b)           Principal.  (i) The principal balance of this Note shall
be amortized over three years commencing on August 1, 2003 as set forth in the
below table:  Period
  
  Annual Amortization (as a
  percentage of the Adjusted
  Original Principal Balance (as
  hereinafter defined) of each
  Promissory NoteAugust 1, 2003 through
  July 31,2004
  
  20%August 1, 2004 through
  July 31, 2005
  
  30%August 1, 2005 through
  July 31, 2006
  
  30%  (ii)           Principal on this Note shall be
payable in monthly installments commencing on the first day of each period set
forth above and continuing on the first day of each calendar month during each
such period until paid in full, in an amount equal to (a) the Adjusted
Original Principal Balance (as hereinafter defined) of this Note (as of the
date on which such payment is due), multiplied by (b) a fraction, (i) the
numerator of which is the Annual Amortization for such period (as set forth
in the table above), and (ii) the denominator of which is 12. As used herein
the Adjusted Original Principal Balance of this Note shall mean the original
principal amount hereof plus the aggregate amount that is added to the original
principal balance hereof after the date hereof as a result of Holder or any
other holder hereof exercising its rights under its Purchase  2 
   Documents to have any
Peregrine Party repurchase any of Holders Purchased Accounts, plus the amount
of any accrued interest added to the principal balance of such Promissory Note
pursuant to section (a) above on the Moratorium End Date minus the aggregate
amount that is subtracted from the original principal balance hereof after the
date hereof as a result of any payments received by Holder from the account
debtor or other obligor on any Purchased Account the repurchase price of which
is evidenced hereby.  The entire remaining
principal amount then outstanding, together with all accrued and unpaid
interest and any and all other amounts due hereunder, shall be due and payable
in full on July 31, 2006.  Prepayments. This Note may be prepaid in full or in part
without penalty or premium. This Note is subject to mandatory prepayment in
accordance with the terms of the Forbearance Agreement. Any prepayment of less
than the outstanding amount of principal, accrued interest, and other amounts
payable hereunder, shall be applied first to accrued interest, then to the
outstanding principal balance, and then to the other amounts payable hereunder.  Past
Due Purchase Obligations.
If any Past Due Purchase Obligations owing to Holder arise after the date
hereof, then such Past Due Purchase Obligations may be added to the outstanding
principal balance hereof in accordance with the terms of the Forbearance
Agreement.  Holders
Books and Records.
Holder is authorized, at Holders option, to note the date and amount of each
payment or prepayment of principal hereunder and the incurrence of any new Past
Due Purchase Obligations in its books and records, including computer records.
Such books and records reasonably and in good faith maintained shall constitute
conclusive evidence, absent manifest error, of the accuracy of the information
contained therein. From time to time, on Holders request, Maker shall execute
and deliver to Holder, a new promissory note, in the same form as this Note, in
substitution of this promissory note in a principal amount equal to the then
outstanding principal balance hereof.  Rights
and Remedies. Upon
the occurrence of a New Event of Default, Holder (at its election but without
notice of its election and without demand) shall have all of the rights and
remedies set forth in Section Xof the Forbearance Agreement.  Collection
Costs. In addition to
Holders other rights and remedies, in the event Maker shall fail to pay any
payment of principal or interest, or both, required hereunder, Maker shall pay
all collection costs (including attorneys fees and expenses) incurred by
Holder.  Remedies
Cumulative. The
rights and remedies of Holder under this Note, the Forbearance Agreement and
the other Forbearance Documents shall be cumulative. Holder shall have all
other rights and remedies not inconsistent herewith as provided under the
Uniform Commercial Code (as in effect in California from time to time), by law,
or in equity. No exercise by Holder of one right or remedy shall be deemed an
election, and no  3 
   waiver by Holder of any Event of Default
shall be deemed a continuing waiver. No delay by Holder shall constitute a
waiver, election, or acquiescence by it.  Intent
to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or
rates payable under this Note, plus any other amounts paid in connection
herewith, exceed the highest rate permissible under any law that a court of
competent jurisdiction shall, in a final determination, deem applicable. Maker
and Holder, in executing and delivering this Note, intend legally to agree upon
the rate or rates of interest and manner of payment stated within it; provided,
however, that, anything contained herein to the contrary notwithstanding, if
said rate or rates of interest or manner of payment exceeds the maximum
allowable under applicable law, then, ipso
facto,as of the date of this Note, Maker is and shall be liable
only for the payment of such maximum as allowed by law, and payment received
from Maker in excess of such legal maximum, whenever received, shall be applied
to reduce the principal balance of Makers obligations hereunder to the extent
of such excess.  Time
is of the essence of this Note. Subject to the provisions of the Forbearance Agreement and/or
Forbearance Documents requiring the giving of notices, to the fullest extent
permitted by applicable law, Maker, for itself and its legal representatives,
successors and assigns, expressly waives presentment, demand, protest, notice
of dishonor, notice of non-payment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.  Wherever possible, each provision
of this Note shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Note shall be prohibited or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity without invalidating the remainder of such
provision or remaining provisions of this Note. No delay or failure on the part
of Holder in the exercise of any right or remedy hereunder shall operate as a
waiver thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise by Holder of any right or remedy preclude any other right or
remedy. Holder, at its option, may enforce its rights against any collateral
securing this Note without enforcing its rights against Maker, any guarantor of
the indebtedness evidenced hereby or any other property or indebtedness due or
to become due to Maker. Maker agrees that, without releasing or impairing
Makers liability hereunder, Holder may at any time release, surrender, substitute
or exchange any collateral securing this Note and may at any time release any
party primarily or secondarily liable for the indebtedness evidenced by this
Note.  Governing
Law. This Note shall
be governed by, and construed and enforced in accordance with, the laws of the
State of California.  [Remainder
of page intentionally left blank.]  4 
   IN WITNESS WHEREOF, Maker has caused
this Note to be duly executed and
delivered on the date first above written.  PEREGRINE
  SYSTEMS, INC.a Delaware corporation
  (Maker)By:
  /s/ Gary G. GreenfieldTitle:
  CEO  5