ASSET PURCHASE AGREEMENT

BY AND AMONG

TELCO RESEARCH CORPORATION

and

SYMPHONY SERVICE CORP.

NOVEMBER 7, 2002

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the Agreement) is made and entered into effective as of November 7, 2002 by and between Telco Research Corporation, a Tennessee corporation (TRC or Seller), and Symphony Service Corp., a Delaware corporation (Buyer).

RECITALS

A.                                   Seller wishes to sell certain assets used in connection with Sellers Telco business products;

B.                                     Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, concurrently herewith, all of Sellers interest in the Acquired Assets (as defined herein) and Seller wishes to assign, and Buyer wishes to assume, all Assumed Liabilities (as defined herein), all for the Purchase Price (as defined herein) and subject to the terms and conditions hereinafter set forth.

C.                                     Simultaneously with the execution and delivery of this Agreement, Peregrine Systems, Inc., a Delaware corporation (PSI) has entered into an Assignment and Assumption Agreement (the PSI Assignment Agreement) whereby it has assigned to Buyer, effective as of immediately prior to the Closing and subject to the approval of the United States Bankruptcy Court for the District of Delaware in Case No. 02-12740 (JFK) (the Bankruptcy Court), its right, title and interest under each of the contracts, licenses, leases and other assets listed on Schedule 5.1(c) attached hereto.

D.                                    Simultaneously with the execution and delivery of this Agreement, PSI has entered into a Software License Agreement (the PSI Software License Agreement) whereby it has granted, among other things, a perpetual, royalty-free license to Buyer, effective as of the Closing and subject to the approval of the Bankruptcy Court, for use of its Get.It 2.0.1 software.

E.                                      Simultaneously with the execution and delivery of this Agreement, PSI has entered into a Release (the PSI Release) whereby it has agreed to release each of Seller and Buyer, effective as set forth in the PSI Release and subject to the approval of the Bankruptcy Court, from any liability related to intercompany obligations of the Seller to PSI or any of its affiliates.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

ARTICLE I

SALE AND PURCHASE OF ASSETS

1.1                                 Transferred Assets. Upon the terms and subject to the conditions hereof, Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all right, title and interest of Seller in and to the assets listed on Schedule 1.1 hereto (the Acquired Assets).

1.2                                 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, any assets of Seller (and of all direct or indirect subsidiaries of Seller) not set forth on Schedule 1.1 will be retained by Seller (or the applicable subsidiary of Seller) and are excluded from the Acquired Assets.

1.3                                 Consideration. The purchase price for the Acquired Assets shall be $2,150,000 (the Purchase Price).

1.4                                 Assumed Liabilities. Concurrently herewith, Seller hereby assigns and transfers to Buyer, and Buyer assumes, and shall henceforth fully perform and discharge, on a timely basis and in accordance with their respective terms, the liabilities and obligations of Seller under each of the agreements listed on Schedule 1.4(a) hereto (the Assumed Liabilities). All Liabilities of the Seller or any of its affiliates not listed on Schedule 1.4(a) (the Excluded Liabilities) shall be the sole responsibility of the Seller or its affiliates, as the case may be.

1.5                                 Closing. Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Acquired Assets (the Closing) shall take place at the offices of Heller Ehrman White and McAuliffe LLP, 4350 La Jolla Village Drive, San Diego, CA 92122 or at such other location as Seller and Buyer may agree, and on a date mutually agreed upon by Buyer and Seller within five business days after all conditions precedent to Closing have been satisfied or waived (the Closing Date).

1.6                                 Further Assurances. Buyer and Seller will each use reasonable efforts to obtain written consents to the transfer and assignment of the Acquired Assets and Assumed Liabilities to Buyer, and, at Sellers option, the novation of Seller, where the approval or other consent of any other person may be required for these actions. Buyer shall cooperate with Seller (including, where necessary, entering into appropriate instruments of assumption as shall be agreed upon) to have Seller released from all liability to third parties with respect to the Assumed Liabilities, and Buyer and Seller will each solicit such releases concurrently in a manner acceptable to both Buyer and Seller, with the solicitation of consents from third parties to the transfer, assignment and novation of the Acquired Assets and the Assumed Liabilities; provided, that, neither party shall be required to grant any additional consideration to any third party hi order to obtain any such consent, novation, assumption or release.

1.7                                 Lease Agreements.

(a)                                  Schedule 1.1 contains a list of the real property lease agreements desired by the parties to be for the benefit of Buyer after the Closing Date (collectively, the Lease Agreements). The Seller and Buyer shall use their commercially reasonable efforts to obtain all required consents to assign the Lease Agreements to the Buyer (the Lease Consents), and shall

2

satisfy the lawful, commercially reasonable, requirements of the lessor of such leased property as a condition to the granting of a Lease Consent.

(b)                                 In the event that any Lease Consent required hereunder is not obtained on or before the Closing Date, then

(i)                                     on the Closing Date the Buyer shall receive a sublease of, or if a sublease is not permitted a license to use, the leased property, on the same terms and conditions (including price) as in effect immediately prior to the Closing Date, at the Buyers expense to the fullest extent permitted by law and the Lease Agreement (other than as would cause a Lease Agreement to terminate) which will continue until the earlier of (i) the date such Lease Consent for such leased property is obtained, or (ii) the date such Lease Consent is finally and unconditionally denied by the lessor; and

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