


                       The Commonwealth Of Massachusetts

                            William Francis Galvin
                         Secretary of the Commonwealth
               One Ashburton Place, Boston, Massachusetts 02108

                       RESTATED ARTICLES OF ORGANIZATION
                   (General Laws, Chapter 156B, Section 74)



I, Alan Trefler                                                    , President
- -------------------------------------------------------------------
and _______________________________________________________________ , Clerk and
 
of Pegasystems Inc.
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                          (Exact name of corporation)

located at 101 Main Street, Cambridge, MA  02142
           --------------------------------------------------------------------
                 (Street address of corporation Massachusetts)

do hereby certify that the following Restatement of the Articles of 
Organization was duly adopted at a meeting

held on _________________, 1996 by a vote of the directors/or:

_____________ shares of  Common Stock  of ________________ shares outstanding,
                          (type, class & series, if any)

_____________ shares of ____________ of ______________ shares outstanding, and
                        (type, class & series, if any)

_____________ shares of ______________ of ________________ shares outstanding,
                        (type, class & series, if any)

being at least a majority of each type, class or series outstanding and entitled
to vote thereon:/being at least two-thirds of each type, class or series
outstanding and entitled to vote thereon and of each type, class or series of
stock whose rights are adversely affected thereby:

                                    ARTICLE I
                        The name of the corporation is:

                                Pegasystems Inc.

                                   ARTICLE II
                  The purpose of the corporation is to engage
                     in the following business activities:

Please see Continuation Sheet 2A, which is attached hereto and
incorporated herein by reference.


<PAGE>
                             Continuation Sheet 2A

                                   ARTICLE II

      To provide consulting services including advice with respect to computers
and computer programs or data; to engage in research, design, development,
systems analysis, manufacturing, purchasing, importing, exporting, licensing,
distribution, repair, maintenance and marketing of computer equipment, computer
software and related products and services; and in general to carry on any and
all businesses and activities permitted to corporations organized under Chapter
156B, as amended from time to time, wherever the same may lawfully be done.


<PAGE>
                                  ARTICLE III

State the Total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue:


         WITHOUT PAR VALUE                            WITH PAR VALUE
- -------------------------------------------------------------------------------
 TYPE        NUMBER OF SHARES      TYPE       NUMBER OF SHARES        PAR VALUE
- -------------------------------------------------------------------------------
Common:                            Common:        45,000,000             $.01
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Preferred:                         Preferred:      1,000,000              $.01
- -------------------------------------------------------------------------------

                                   ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

Please see Continuation Sheets 4A and 4B, which are attached hereto and
incorporated herein by reference.

                                    ARTICLE V

The restrictions, if any, posed by the Articles of Organization upon the
transfer of shares of stock of any class are:

None.

                                   ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of the business
and affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders:

Please see Continuation Sheets 6A-6E, which are attached hereto and
incorporated herein by reference.


<PAGE>
                             Continuation Sheet 4A

                                  ARTICLE IV

      1.    Common Stock.  The Corporation shall have authority to issue 
45,000,000 shares of Common Stock. The rights, privileges, preferences
and voting powers of the Common Stock are as follows:

            a. Dividend Rights. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of any assets of the corporation legally
available therefor, such dividends as may be declared from time to time by the
Board of Directors.

            b. Liquidation Rights. Subject to the prior rights of holders of all
classes of stock at the time outstanding have prior rights on liquidation, upon
the liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation shall be distributed ratably among the holders of the Common Stock
in proportion to the number of shares of Common Stock held by each such holder.

            c. Voting Rights. The holder of each share of Common Stock shall
have the right to one vote, and shall be entitled to notice of any stockholders
meeting in accordance with the By-laws of the Corporation, and shall be entitled
to vote upon such matters and in such manner as may be provided by law.

            d. Increase in Authorized Common Stock. The number of authorized
shares of Common Stock may be increased or decreased (but not below the number
of shares of Common Stock then outstanding) by an affirmative vote of the
holders of a majority of the outstanding capital stock of the Corporation
outstanding and entitled to vote thereon, voting as a single class.

      2. Preferred Stock. The Corporation shall have the authority to issue
1,000,000 shares of undesignated Preferred Stock. The shares of undesignated
Preferred Stock may be issued from time to time in one or more series as the
Board of Directors may determine. Each series shall be so designated to
distinguish the shares thereof from the shares of all other series and classes.
Except as to the relative preferences, powers, qualifications, rights and
privileges referred to below, in respect of any or all of which there may be
variations between different series, all shares of Preferred Stock shall be
identical. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purpose of voting by classes.

      The Board of Directors is expressly authorized, subject to the limitations
prescribed by law and the provisions of these Restated Articles of Organization,
to provide by adopting a

<PAGE>

                             Continuation Sheet 4B

vote or votes, a certificate of which shall be filed in accordance with the
Business Corporation Law of The Commonwealth of Massachusetts, for the issuance
of the Preferred Stock in one or more series, each with such designations,
preferences, voting powers, qualifications, special or relative rights and
privileges as shall be stated in the vote or votes creating such series. The
authority of the Board of Directors with respect to each such series shall
include without limitation of the foregoing the right to determine and fix:

      a.  the distinctive designation of such series and the number of shares 
to constitute such series;

      b. the rate at which dividends on the shares of such series shall be
declared and paid, or set aside for payment, whether dividends at the rate so
determined shall be cumulative, and whether the shares of such series shall be
entitled to any participating or other dividends in addition to the dividends at
the rate so determined, and if so, on what terms;

      c.  the right, if any, of the Corporation to redeem shares of the 
particular series and, if redeemable, the price, terms and manner of
such redemption;

      d.  the special and relative rights and preferences, if any, and the 
amount or amounts per share, which the shares of such series shall be
entitled to receive upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation;

      e. the terms and conditions, if any, upon which shares of such series
shall be convertible into, or exchangeable for, shares of stock of any other
class or classes, including the price or prices or rate or rates of conversion
or exchange and the terms of adjustment, if any;

      f.  the obligation, if any, of the Corporation to retire or purchase 
shares of such series pursuant to a sinking fund or fund of a similar
nature or otherwise, and the terms and conditions of such obligation;

      g.  voting rights, if any;

      h.  limitations, if any, on the issuance of additional shares of such 
series or any shares of any other series of Preferred Stock; and

      i. such other preferences, powers, qualifications, special or relative
rights and privileges thereof as the Board of Directors may deem advisable and
are not inconsistent with law and the provisions of these Restated Articles of
Organization.

<PAGE>

                             Continuation Sheet 6A

                                   ARTICLE VI

PART A. CLASSIFICATION OF BOARD OF DIRECTORS

      This Article VI, Part A shall be effective only from and after the closing
of this Corporation's initial public offering of shares of Common Stock pursuant
to the Securities Act of 1933, as amended (the "Public Offering Date").

      The number of directors of the Corporation shall be determined in the
manner provided in the by-laws.

      The provisions of Chapter 156B, ss.50A of the Massachusetts General Laws
with respect to staggered terms for directors shall not apply to this
Corporation. The directors of this Corporation shall be divided into three
classes, as nearly equal in number as possible; the term of office of the first
class ("Class I Directors") to continue until the first annual meeting following
the Public Offering Date and until their successors are chosen and qualified;
the term of office of the second class ("Class II Directors") to continue until
the second annual meeting following the Public Offering Date and until their
successors are chosen and qualified; and the term of office of the third class
("Class III Directors") to continue until the third annual meeting following the
Public Offering Date and until their successors are chosen and qualified. At
each annual meeting of this Corporation, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a term continuing until the annual meeting held in the third year following the
year of their election and until their successors are duly elected and
qualified.

      Vacancies and newly created directorships, whether resulting from an
increase in the size of the board of directors, from the death, resignation,
disqualification or removal of a director or otherwise, shall be filled solely
by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the board of directors. Any director so elected
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred or the new directorship was created and until such
director's successor shall have been elected and qualified.

      At any meeting of the stockholders called for the purpose, any director
may be removed from office only for cause by the affirmative vote of at least
eighty percent (80%) of the shares issued, outstanding and entitled to vote in
the election of directors.

      Notwithstanding any other provision of these Restated Articles of
Organization, or any other provision of law that might otherwise permit a lesser
vote or no vote, the affirmative vote of at least eighty percent (80%) of the
shares issued, outstanding and entitled to vote in the election of directors
shall be required to alter, amend or repeal this Article VI, Part A.


<PAGE>

                             Continuation Sheet 6B

PART B.     MISCELLANEOUS

                                     By-Laws

      The board of directors is authorized to make, amend or repeal the by-laws
of this Corporation in whole or in part, except with respect to any provisions
thereof which by law, by these Restated Articles of Organization or by the
by-laws requires action by the stockholders.

                      Place of Meetings of The Stockholders

      Meetings of the stockholders may be held anywhere in the United States.

                                   Partnership

      The Corporation may be a partner in any business enterprise which the
Corporation would have power to conduct by itself.

                Indemnification of Directors, Officers and Others

      The Corporation shall indemnify each person who is or was a director,
officer, employee or other agent of the Corporation, each person who is or was
serving at the request of the Corporation as a director, trustee, officer,
employee or other agent of another organization in which it directly or
indirectly owns shares or of which it is directly or indirectly a creditor, and
each person who is or was serving at the request of the Corporation in any
capacity with respect to any employee benefit plan against all liabilities,
costs and expenses, including but not limited to amounts paid in satisfaction of
judgments, in settlement or as fines and penalties, and counsel fees and
disbursements, reasonably incurred by him in connection with the defense or
disposition of or otherwise in connection with or resulting from any action,
suit or other proceedings, whether civil, criminal, administrative or
investigative, before any court or administrative or legislative or
investigative body, in which he may be or may have been involved as a party or
otherwise or with which he may be or may have been threatened, while in office
or thereafter, by reason of his being or having been such a director, officer,
employee, agent or trustee, or having served in any capacity with respect to any
employee benefit plan, or by reason of any action taken or not taken in any such
capacity, except with respect to any matter as to which he shall have been
finally adjudicated by a court of competent jurisdiction not to have acted in
good faith in the reasonable belief that his action was in the best interest of
the Corporation or, to the extent that such matter relates to service with
respect to any employee benefit, in the best interests of the participants or
beneficiaries of such employee benefit plan. Expenses, including but not limited
to counsel fees and disbursements, so incurred by any such person in defending
any such action, suit or proceeding may be paid from time to time by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the person
indemnified to repay the amounts so paid if it shall ultimately be determined
that


<PAGE>

                              Continuation Sheet 6C

indemnification of such expenses is not authorized hereunder, which undertaking
may be accepted without reference to the financial ability of such person to
make repayment.

      As to any matter disposed of by settlement by any such person, pursuant to
a consent decree or otherwise, no such indemnification either for the amount of
such settlement or for any other expenses shall be provided unless such
settlement shall be approved as in the best interests of the Corporation, after
notice that it involves such indemnification, (a) by a vote of a majority of the
disinterested directors then in office (even though the disinterested directors
be less than a quorum), or (b) by any disinterested person or persons to whom
the question may be referred by a vote of a majority of such disinterested
directors, or (c) by vote of the holders of a majority of the outstanding stock
at the time entitled to vote for directors, voting as a single class, exclusive
of any stock owned by any interested persons, or (d) by any disinterested person
or persons to whom the question may be referred by vote of the holders of a
majority of such stock. No such approval shall prevent the recovery from any
such officer, director, employee, agent or trustee or any such person serving in
any capacity with respect to any employee benefit plan of any amounts paid to
him or on his behalf as indemnification in accordance with the preceding
sentence if such person is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Corporation or, to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.

      The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which any director, officer, employee, agent, or
trustee or any such person serving in any capacity with respect to any employee
benefit plan may be entitled or which may lawfully be granted to him. As used
herein, the terms "director," "officer," "employee," "agent" and "trustee"
include their respective executors, administrators and other legal
representatives, and "interested" person is one against whom the action, suit or
other proceeding in question or another action, suit or other proceeding on the
same or similar grounds is then or had been pending or threatened, and a
"disinterested" person is a person against whom no such action, suit or other
proceeding is then or had been pending or threatened.

      By action of the board of directors, notwithstanding any interest of the
directors in such action, the Corporation may purchase and maintain insurance,
in such amounts as the board of directors may from time to time deem
appropriate, on behalf of any person who is or was a director, officer, employee
or other agent of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer, employee or other agent of another
organization or with respect to any employee benefit plan, in which it directly
or indirectly owns shares or of which it is directly or indirectly a creditor,
against any liability incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability.


<PAGE>

                              Continuation Sheet 6D

                            Intercompany Transactions

      No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other organization of
which one or more of its directors or officers are directors, trustees or
officers, or in which any of them has any financial or other interest, shall be
void or voidable, or in any way affected, solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board of directors or committee thereof which authorizes, approves or
ratifies the contract or transaction, or solely because his or their votes are
counted for such purposes, if:

      (a)   The material facts as to his relationship or interest and as to the
            contract or transaction are disclosed or are known to the board of
            directors or the committee which authorizes, approves or ratifies
            the contract or transaction, and the board or committee in good
            faith authorizes, approves or ratifies the contract or transaction
            by the affirmative vote of a majority of the disinterested
            directors, even though the disinterested directors be less than a
            quorum; or

      (b)   The material facts as to his relationship or interest and as to the
            contract or transaction are disclosed or are known to the
            stockholders entitled to vote thereon, and the contract or
            transaction is specifically authorized, approved or ratified in good
            faith by vote of the stockholders; or

      (c)   The contract or transaction is fair as to the Corporation as of the
            time it is authorized, approved or ratified by the board of
            directors, a committee thereof, or the stockholders.

      Interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee thereof which
authorizes, approves or ratifies the contract or transaction. No director or
officer of the Corporation shall be liable or accountable to the Corporation or
to any of its stockholders or creditors or to any other person, either for any
loss to the Corporation or to any other person or for any gains or profits
realized by such director or officer, by reason of any contract or transaction
as to which clauses (a), (b) or (c) above are applicable.

<PAGE>

                              Continuation Sheet 6E

                        Limitations on Director Liability

      No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 61 or 62 of Chapter 156B of the General Laws of The Commonwealth of
Massachusetts, or (iv) for any transaction in which the director derived an
improper personal benefit. No amendment to or repeal of any provision of this
paragraph, directly or by adoption of an inconsistent provision of these
Articles of Organization, shall apply to or have any effect on any liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.


<PAGE>
                              Continuation Sheet 8A


Article III - Increased the authorized shares of Common Stock to 45,000,000, and
authorized 1,000,000 shares of Preferred Stock.

Article IV - Established relative rights of Common Stock and Preferred Stock.

Article VI - Amended and restated Article VI.


ds1/264197

<PAGE>
                                   ARTICLE VII

The effective date of the restated Articles of Organization of the corporation
shall be the date approved and filed by the Secretary of the Commonwealth. If a
later effective date is desired, specify such date which shall not be more than
thirty days after the date of filing.

                                  ARTICLE VIII

The information contained in Article VIII is not a permanent part of the
Articles of Organization.

a.  The street address (post office boxes are not acceptable) of the principal 
    office of the corporation in Massachusetts is: 101 Main Street,
    Cambridge, MA 02142

b.  The name, residential address and post office address of each director and 
    officer of the corporation is as follows:

<TABLE>
<CAPTION>
        NAME                        RESIDENTIAL ADDRESS       POST OFFICE ADDRESS
<S>                               <C>                               <C>
President:  Alan Trefler          228 Allandale Road, Unit 3c       same
                                  Chestnut Hill, MA  08167

Treasurer:  Ira Vishner           88 Tappan Street                  same
                                  Brookline, MA  02146

Clerk:      Alan N. Trefler       same as above                     same

Directors:  Alan N. Trefler       same as above                     same
            Ira Vishner           same as above                     same
            Edward A. Maybury     254 Phillips Road                 P.O. Box 443
                                  Sagamore Beach, MA                Sagamore Beach, MA  02562-0443
                                  02562-0443
</TABLE>

c.  The fiscal year (i.e., tax year) of the corporation shall end on the last 
    day of the month of:  December

d.  The name and business address of the resident agent, if any, of the 
    corporation is:

We further certify that the foregoing Restated Articles of Organization
affect no amendments to the Articles of Organization of the corporation as
heretofore amended, except amendments to the following articles. Briefly
describe amendments below:

See Continuation Sheet 8A, which is attached hereto and incorporated
herein by reference.

SIGNED UNDER THE PENALTIES OF PERJURY, this____________ day of  May    , 1996,
                                                                --------
_________________________________________________________________  ,  President

_____________________________________________________________________ , Clerk

<PAGE>

                        THE COMMONWEALTH OF MASSACHUSETTS

                        RESTATED ARTICLES OF ORGANIZATION
                    (General Laws, Chapter 156B, Section 74)

I hereby approve the within Restated Articles of Organization and, the filing
fee in the amount of $ ______________ having been paid, said articles are 
deemed to have been filed with me this ___________ day of 
_______________, 19_____.


Effective date: ___________________________________________


                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth




                         TO BE FILLED IN BY CORPORATION

                      Photocopy of document to be sent to:


                                   Ira Vishner
                                Pegasystems Inc.
                      ----------------------------------------
                                 101 Main Street
                      ----------------------------------------
                               Cambridge, MA 02142
                      ----------------------------------------
                            Telephone: (617) 374-9600
                      ----------------------------------------

ds1/264197


 


