AMENDMENT NO. 11 TO AGREEMENT OF LEASE

Exhibit 10.2

AMENDMENT NO. 11 TO AGREEMENT OF LEASE

This Amendment No. 11 to Agreement of Lease, dated as of June 11, 2008 (this “Amendment”), is between RREEF AMERICA REIT II CORP. PPP, a Maryland corporation, by RREEF Management Company, a Delaware corporation, Authorized Agent (“Landlord”), and PEGASYSTEMS INC., a Massachusetts corporation (“Tenant”), for certain premises in the building located at 101 Main Street, Cambridge, MA 02142 (“Building “).

RECITALS:

A.        Pursuant to the provisions of that certain Lease dated as of February 26, 1993 between Riverfront Office Park Joint Venture, a predecessor in interest of Landlord, and Tenant, as amended by Amendment No. 1 to Agreement of Lease dated as of August 17, 1994, Amendment No. 2 to Agreement of Lease dated as of February 28, 1997, Amendment No. 3 to Agreement of Lease dated as of March 31, 1998, Amendment No. 4 to Agreement of Lease dated as of September 9, 1998, Amendment No. 5 to Agreement of Lease dated as of November 30, 1998, Amendment No. 6 to Agreement of Lease dated June 30, 2000, Amendment No. 7 to Agreement of Lease dated as of November 15, 2001, Amendment No. 8 to Agreement of Lease dated as of July 31, 2002, Amendment No. 9 to Agreement of Lease dated as of August 5, 2004, and Amendment No. 10 to Agreement of Lease dated April 24, 2006 (as so amended, the “ Lease ”), Tenant leases from Landlord and Landlord leases to Tenant certain premises (the “ Demised Premises ”) and certain other areas in the Building.

B.        Landlord and Tenant desire to enter into this Amendment No. 11 to add certain additional space (the “New Space”, as hereinafter defined), on terms and conditions set forth herein.

C.        All terms, covenants and conditions contained in this Amendment shall have the same meaning as in the Lease and shall govern should a conflict exist with previous terms and conditions, except that the Letter of Credit shall not be increased as a result of adding the New Space (hereinafter defined), and the Right of First Offer shall apply to the 8 ^th and 10 ^th floors, instead of the 8 ^th and 12 ^th floors.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.         Defined Terms .  All terms defined in the Lease retain their meaning herein, unless specified herein to the contrary.

2.         New Space .  Tenant wishes to lease from Landlord, and Landlord wishes to lease to Tenant, in addition to the Demised Premises, approximately 4,610 rentable square feet of space on Floor 17, as approximately depicted on Exhibit A , attached hereto and incorporated

herein (the “New Space”) in the Building. Effective on the date Landlord delivers vacant, broom clean possession of the New Space (hereinafter referred to at times as the “Commencement Date” for the New Space), the Demised Premises subject to the Lease shall consist of the Demised Premises as expanded to include the New Space, and all references in the Lease to the “Demised Premises” shall refer to such expanded space, except as otherwise provided in this Amendment.

3.         Rent Schedule .  Effective the earlier of: (i) October 1, 2008 ; or (ii) the date Tenant first occupies the New Space for the purposes of conducting its business, (the “Rent Commencement Date”), Yearly Fixed Rent for the New Space shall be payable as follows, net of Tenant electricity:

4.         Tenant’s Proportionate Share .  Effective on the Commencement Date, Tenant’s Proportionate Share for the New Space shall be 1.35 %.

5.         Taxes and Operating Expenses .  Effective on the Commencement Date and for the balance of the Term, Tenant shall also pay Tenant’s Proportionate Share for the New Space of (i) Taxes in excess of the amount of the real estate taxes applicable to the fiscal year ending June 30, 2009 and (ii) Operating Expenses in excess of the Operating Expenses incurred for the calendar year, 2009.

6.         Condition of Premises .

(a)        Tenant acknowledges that Landlord shall have no obligation to perform any construction or make any improvements or alterations, or to afford any allowance to Tenant for improvements or alterations, in connection with this Amendment. Tenant accepts the New Space in its “as is” broom clean, vacant condition.

(b)        Entry by Tenant to the New Space prior to the Rent Commencement Date shall be to commence and diligently pursue its work to completion pursuant to Exhibit B to this Lease and shall be at no additional cost to Tenant until the Rent Commencement Date, except for its use of utilities. Such early entry, use or occupancy shall be subject to all the provisions of this Lease other than the payment of any increase in rent pursuant to this Amendment.

7.         Give Back New Space .  In the event that a full floor of space in the Building becomes available and Landlord and Tenant reach agreement on the terms and provisions for Tenant to lease such full floor of space, Tenant shall have the option to simultaneously give back the New Space to the Landlord (a) in its then “As Is” broom clean, vacant condition as required under the Lease for surrender of the Premises as if the Lease Term had expired, and (b) payment to Landlord for the unamortized balance of (i) Landlord’s cost for leasing commissions incurred in connection with this Amendment and (ii) the Allowance paid pursuant to this Amendment.

8.         Parking .  Effective as of the Commencement Date, Tenant shall have the right to use an additional five (5) parking spaces.

9.         Brokers .  Landlord and Tenant each (i) represents and warrants to the other that it has not dealt with any broker or finder in connection with this Amendment, except Cushman & Wakefield (which broker Landlord shall compensate per separate agreement), and (ii) agrees to defend, indemnify and hold the other harmless from and against any losses, damages, costs or expenses (including reasonable attorneys’ fees) incurred by such other party due to a breach of the foregoing warranty by the indemnifying party.

10.         Tenant’s Authority .  Each of the persons executing this Amendment on behalf of Tenant represents and warrants that such entity has been and is qualified to do business in the state in which the Building is located, that the entity has full right and authority to enter into this Amendment, and that all persons signing on behalf of the entity were authorized to do so by appropriate actions.

Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: “List of Specially Designated Nationals and Blocked Persons.” If the foregoing representation is untrue at any time during the Term, an Event of Default will be deemed to have occurred, without the necessity of notice to Tenant.

11.         Incorporation .  Except as modified herein, all other terms and conditions of the Lease shall continue in full force and effect and Tenant hereby ratifies and confirms its obligations thereunder. Each party acknowledges that, as of the date of the Amendment, the other party (i) is not in default under the terms of the Lease; (ii) has no defense, set off or counterclaim to the enforcement by the other party of the terms of the Lease; and (iii) is not aware of any action or inaction by the other party that would constitute an Event of Default by the other party under the Lease.

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12.         Limitation of Landlord’s Liability .  Redress for any claims against Landlord under the Lease or this Amendment shall only be made against Landlord to the extent of Landlord’s interest in the property to which the Premises are a part (Landlord’s interest shall include, without limitation, insurance proceeds, condemnation awards, rents and profits from the property of which the Premises is a part). The obligations of Landlord under the Lease shall not be personally binding on, nor shall any resort be had to the private properties of, any of its trustees or board of directors and officers, as the case may be, the general partners thereof or any beneficiaries, stockholders, employees or agents of Landlord, or the investment manager. In no case shall Landlord be liable to Tenant hereunder for any lost profits, damage to business, or any form of special, indirect or consequential damages.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first written above.

EXHIBIT A

attached to and made a part of Amendment No. 11 to Agreement of Lease

dated of June 11, 2008 between

RREEF AMERICA REIT II CORP. PPP, as Landlord and

PEGASYSTMES INC., as Tenant

101 Main Street, Cambridge, Massachusetts

NEW SPACE