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                                   EXHIBIT 4.1

                             PEREGRINE SYSTEMS, INC.

                       DECLARATION OF REGISTRATION RIGHTS

         This Declaration of Registration Rights ("Declaration") is made as of
March 30, 2000, by Peregrine Systems, Inc., a Delaware corporation ("Parent"),
for the benefit of shareholders of Barnhill Management Group, Inc., a Nevada
corporation (the "Company"), acquiring shares of Parent Common pursuant to that
Agreement and Plan of Reorganization dated as of March 24, 2000 (the
"Reorganization Agreement"), among Parent, Company and Barnhill Acquisition
Corporation, a Nevada corporation and wholly-owned subsidiary of Parent ("Merger
Sub").

         1. DEFINITIONS. As used in this Declaration:

                  (a) "Effective Time" means the time of acceptance by the
Nevada Secretary of State of the Articles of Merger.

                  (b) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (c) "Holder" means: (i) a stockholder of the Company to whom
shares of Parent Common are issued at the Closing pursuant to the Reorganization
Agreement, or (ii) the Escrow Agent (as defined in the Reorganization
Agreement). A Holder shall not include any holder of a warrant or other right to
acquire Company Capital Stock which is not exercised on or before the Effective
Time.

                  (d) "Registrable Securities" means for each Holder the number
of shares of Parent Common issued to such Holder pursuant to the Reorganization
Agreement, in each case rounded to the nearest integral amount, and for all
Holders the sum of the Registrable Securities held by them; provided however,
that such shares of Parent Common shall cease to be Registrable Securities at
such time as (i) they have been registered for resale pursuant to a prospectus
included in a Registration Statement on Form S-8 under the Securities Act or
(ii) they are otherwise available for resale under Rule 144 of the Securities
Act within a period of 180 days.

                  (e) "Securities Act" means the Securities Act of 1933, as
amended.

                  (f) "SEC" means the United States Securities and Exchange
Commission.

Terms not otherwise defined herein have the meanings given to them in the
Reorganization Agreement.

         2.       HOLDER REGISTRATION.

                  (a) Parent shall use commercially reasonable efforts to cause
the Registrable Securities held by each Holder to be registered under the
Securities Act so as to permit the sale


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thereof, and in connection therewith shall prepare and file with the SEC within
thirty (30) days following the Effective Time a registration statement in such
form as is then available under the Securities Act covering the Registrable
Securities; provided however, that each Holder shall provide all such
information and materials and take all such action as may be required in order
to permit Parent to comply with all applicable requirements of the Securities
Act, the Exchange Act, and of the SEC, and to obtain any desired acceleration of
the effective date of such registration statement, such provision of information
and materials to be a condition precedent to the obligations of Parent pursuant
to this Declaration to register the Registrable Securities held by each such
Holder. The offerings made pursuant to such registration shall not be
underwritten.

                  (b) Parent shall (i) prepare and file with the SEC the
registration statement in accordance with Section 2 hereof with respect to the
Registrable Securities and shall use commercially reasonable efforts to cause
such registration statement to become effective as promptly as practicable after
filing and to keep such registration statement effective until the sooner to
occur of (A) the date on which all Registrable Securities included within such
registration statement have been sold or (B) the expiration of sixty (60) days
after the day on which such registration statement has been declared effective;
(ii) prepare and file with the SEC such amendments to such registration
statement and amendments or supplements to the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Securities
Act with respect to the sale or other disposition of all securities registered
by such registration statement; (iii) furnish to each Holder such number of
copies of any prospectus (including any preliminary prospectus and any amended
or supplemented prospectus) in conformity with the requirements of the
Securities Act, and such other documents, as each Holder may reasonably request
in order to effect the offering and sale of the Registrable Securities to be
offered and sold, but only while Parent shall be required under the provisions
hereof to cause the registration statement to remain effective; (iv) use
commercially reasonable efforts to register or qualify the Registrable
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions as each Holder shall reasonably request (provided
that Parent shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such jurisdiction where it has not been qualified), and do any
and all other acts or things which may be necessary or advisable to enable each
Holder to consummate the public sale or other disposition of such Registrable
Securities in such jurisdictions; and (v) notify each Holder, promptly after it
shall receive notice thereof, of the date and time the registration statement
and each post-effective amendment thereto has become effective or a supplement
to any prospectus forming a part of such registration statement has been filed.

         3.       PIGGYBACK REGISTRATION.

                  (a) Parent may determine to provide for the firmly
underwritten sale of Parent Common Stock for its own account and/or the account
of other shareholders, and in connection with such determination, file with the
SEC a registration statement to register such Common Stock (an "Underwritten
Sale"). In the event of such determination, and where such determination occurs
(as evidenced by an organizational meeting for the purpose of the Underwritten
Sale) prior to eleven (11) months after the date of this Agreement, Parent will
promptly give to each Holder written notice thereof, and will include in the
Underwritten Sale


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(and any related qualification under blue sky laws or other related compliance)
all the Registrable Securities specified by the Holders to Parent in writing
within ten (10) days following receipt of Parent's notice, subject, however, to
the marketing limitation set forth in this Section 3. An Underwritten Sale,
including the form of underwriting agreement to be entered into by Parent, the
underwriter(s) and any selling shareholders, shall be on customary terms. The
underwriter(s) for an Underwritten Sale shall be selected by Parent in its sole
discretion. If a Holder participates in an Underwritten Sale of any Registrable
Securities pursuant to this Section 3, such Holder's rights under Section 2
shall terminate.

                  (b) The right of any Holder to registration pursuant to this
Section 3 shall be conditioned upon such Holder's participation in the
Underwritten Sale and the inclusion of Registrable Securities in the
Underwritten Sale to the extent provided herein. All Holders shall (together
with Parent and the other holders distributing their securities through the
Underwritten Sale) enter into an underwriting agreement in customary form with
the managing underwriter. Notwithstanding any other provision of this Section 3,
if the managing underwriter determines that marketing factors require a
limitation of the number of shares to be underwritten, the managing underwriter
may limit or eliminate the Registrable Securities to be included in such
registration allocated among the Holders in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities requested to be
included by such Holders in accordance with Section 3(a) above. To facilitate
the allocation of shares in accordance with the above provision, Parent or the
underwriters may round the number of shares allocated to any Holder to the
nearest 100 shares. If any Holder disapproves of the terms of the Underwritten
Sale, he or she may elect to withdraw therefrom by written notice to Parent and
the managing underwriter.

         4. SUSPENSION OF PROSPECTUS. Under any registration statement filed
pursuant to Section 2 hereof, Parent may restrict disposition of Registrable
Securities, and a Holder will not be able to dispose of such Registrable
Securities, if Parent shall have delivered a notice in writing to such Holder
stating that a delay in the disposition of such Registrable Securities is
necessary because Parent, in its reasonable judgment, has determined that such
sales would require public disclosure by Parent of material nonpublic
information that is not included in such registration statement. In the event of
the delivery of the notice described above by Parent, Parent shall use its best
efforts to amend such registration statement and/or amend or supplement the
related prospectus if necessary and to take all other actions necessary to allow
the proposed sale to take place as promptly as possible, subject, however, to
the right of Parent to delay further sales of Registrable Securities until the
conditions or circumstances referred to in the notice have ceased to exist or
have been disclosed. Such right to delay sales of Registrable Securities shall
not exceed one hundred twenty (120) days in the aggregate and no longer than
sixty (60) days as to any single delay. Any such delay shall result in a
corresponding extension of the period of time that Parent is required to
maintain the effectiveness of the registration statement under Section 2.

         5. EXPENSES. All of the out-of-pocket expenses incurred in connection
with any registration of Registrable Securities pursuant to this Declaration,
including, without limitation, all SEC, Nasdaq National Market and blue sky
registration and filing fees, printing expenses, transfer agents' and
registrars' fees, and the reasonable fees and disbursements of Parent's outside
counsel and independent accountants shall be paid: (i) in respect of a
registration under


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Section 2, one-half by Parent and one-half by the holders in the proportion of
the Registrable Securities included in such registration; and (ii) in respect of
an Underwritten Sale under Section 3, by Parent. Underwriting discounts and
commissions and fees and disbursements of counsel for the Holders shall be paid
by the Holders.

         6. INDEMNIFICATION. In the event of any offering registered pursuant to
this Declaration:

                  (a) Parent will indemnify each Holder, each of its officers,
directors and partners and such Holder's legal counsel and independent
accountants, and each person controlling such Holder within the meaning of
Section 15 of the Securities Act, with respect to which registration,
qualification or compliance has been effected pursuant to this Declaration, and
each underwriter, if any, and each person who controls any underwriter within
the meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages and liabilities (or actions in respect thereof), including any
of the foregoing incurred in settlement of any litigation, commenced or
threatened, arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any registration statement,
prospectus, offering circular or other document, or any amendment or supplement
thereto, incident to any such registration, qualification or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they are made, not misleading, or any
violation by Parent of any rule or regulation promulgated under the Securities
Act, or state securities laws, or common law, applicable to Parent in connection
with any such registration, qualification or compliance, and will reimburse each
such Holder, each of its officers, directors and partners and such Holder's
legal counsel and independent accountants, and each person controlling such
Holder, each such underwriter and each person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, provided that Parent will not be liable in any such case to the extent
that any such claim, loss, damage, liability or expense arises out of or is
based in any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with written information
furnished to Parent in an instrument duly executed by such Holder or underwriter
and stated to be specifically for use therein.

                  (b) Each Holder will, if Registrable Securities held by such
Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify Parent, each of its
directors and officers and its legal counsel and independent accountants, each
underwriter, if any, of Parent's securities covered by such a registration
statement, each person who controls Parent or such underwriter within the
meaning of Section 15 of the Securities Act, and each other such Holder, each of
its officers and directors and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse Parent, such Holders, such directors, officers,
legal counsel, independent accountants, underwriters or control persons for


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any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to Parent by
an instrument duly executed by such Holder and stated to be specifically for use
therein; provided, however, that the obligations of such Holders hereunder shall
be limited to an amount equal to the gross proceeds before expenses and
commissions to each such Holder of Registrable Securities sold as contemplated
herein.

                  (c) Each party entitled to indemnification under this Section
6 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has written notice of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Declaration, except to the extent, but only to the
extent, that the Indemnifying Party's ability to defend against such claim or
litigation is impaired as a result of such failure to give notice. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to the Indemnified Party of a
release from all liability in respect to such claim or litigation.

                  (d) The obligations of Parent and each Holder under this
Section 6 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Declaration and otherwise.

                  (e) Notwithstanding the foregoing, to the extent the
provisions of this Section 6 are inconsistent with or conflict with the terms of
any underwriting, indemnification, selling or similar agreement entered into by
a Holder in connection with the offer and sale of Registrable Securities
pursuant to a registration effected pursuant to this Declaration, the terms of
such agreement shall govern and shall supersede the provisions of this
Declaration.

                  (f) If the indemnification provided for in this Section 6 from
the Indemnifying Party is unavailable to an Indemnified Party hereunder in
respect to any losses, claims, damages, liabilities or expenses referred to
herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the statements or omissions which
result in such losses, claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by


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reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnifying Party or Indemnified Party
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include, subject to the
limitations set forth in Section 6(c), any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action, suit, proceeding or claim.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6 (f) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11 (f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

         7. REPORTS UNDER EXCHANGE ACT. Parent agrees to:

                  (a) use its commercially reasonable efforts to file with the
SEC in a timely manner all reports and other documents required of Parent under
the Securities Act and the Exchange Act; and

                  (b) furnish to each Holder, forthwith upon request (i) a
written statement by Parent that it has complied with the reporting requirements
of the Securities Act and the Exchange Act, or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time after it so
qualifies), and (ii) a copy of the most recent annual and quarterly report of
Parent.

         8. ASSIGNMENT. The rights to cause Parent to register Registrable
Securities pursuant to this Declaration may not be assigned by a Holder without
the prior written consent of Parent.

         9. AMENDMENT OF REGISTRATION RIGHTS. Holders of a majority of the
Registrable Securities from time to time outstanding may, with the consent of
Parent, amend the registration rights granted hereunder.

         10. THIRD PARTY BENEFICIARIES. It is intended that the shareholders of
the Company shall be third party beneficiaries to this Declaration.

                             PEREGRINE SYSTEMS, INC.


                             By:    /s/ Richard T. Nelson
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                             Name:  Richard T. Nelson
                             Title: Vice President


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