EXHIBIT 10.4


                        THIRD PARTY CONSULTANT AGREEMENT

     This  Agreement  is  made  as  of  December  3,  2000  by and between Aspen
Technology, Inc. ("AspenTech"), a Delaware corporation with offices at Ten Canal
Park,  Cambridge,  Massachusetts  02141-2201,  and  PRO', INC. ("Consultant"), a
Texas  corporation,  with offices at 1770 St. James Place, Suite 1 1 5, Houston,
Texas  77056.

     This  Agreement  governs  the  terms  and  conditions  for the provision of
general  consulting  services  to  be  provided  by  Consultant.

1  .     Services.  During  the  term of this Agreement, Consultant will furnish
         --------
consulting  services  and  advice  as  specifically requested by AspenTech.  The
services and advice are within area of Consultant's technical competence, and as
specifically  described  in  Exhibit  A  attached  hereto.

2.     Term  of  Agreement.  This  Agreement  shall  have an initial term as set
       --------
forth  in  Exhibit  A  commencing  on  the  date  hereof  and may be renewed for
subsequent  periods  upon  the  mutual  written  consent  of  the  parties.

3.     Payment.  In  consideration  of the services to be provided by Consultant
       -------
in  accordance  with  this Agreement AspenTech shall pay Consultant a consulting
fee  as set forth in Exhibit A for the duration of the services engagement under
this  Agreement.  Invoices  will  be  paid  within  thirty (30) days of receipt.

4.     Reimbursement  Of  Travel Expenses.  AspenTech will reimburse Consultant
       ----------------------------------
for  all  reasonable  expense  incurred  by  Consultant  for  travel required in
connection  with the furnishing of services under this Agreement and approved in
advance by AspenTech.  Travel between Consultant's home or office and facilities
of  AspenTech  are  not reimbursable.  Reimbursement of travel expenses shall be
made  on  the  basis  of  itemized statements submitted by Consultant, submitted
according to AspenTech travel policies, and including, whenever possible, actual
bills,  receipts,  or  other  evidence  of  expenditures.


5.     Confidentiality.  Each  party  shall  maintain the confidentiality of all
       ---------------
Proprietary  Information  of  the  other  party  and  third  party  Proprietary
Information  with  the  same degree of care used to, protect his own proprietary
and  confidential information, but IN any event, with not less than a reasonable
degree  of  care.  Proprietary  information  may include, but is not limited to,
patents  applications, trade secrets, processes, formulae, data, specifications,
programs,  software  packages,  test  results,  technical  know-how, methods and
procedures  of  operation,  working

papers,  business  or  marketing  plans, customer lists, proposals, and licensed
documentation.  This  clause  shall  remain  in effect after termination of this
Agreement  for  the  period  of  three  years.

6.     Proprietary  Rights.  All  data  and  working  papers, computer programs,
       -------------------
systems  and  techniques  ,  in any form, whether patentable or copyrightable or
not,  written, invented, or made by Consultant, either solely or jointly, in the
course  of  the  consulting  services  to  be  performed  under  this  Agreement
("Developments") will be jointly owned by both parties to this Agreement without
any  obligations of accounting between the parties for any data, working papers,
computer  programs,  systems  and techniques, in any form, whether patentable or
copyrightable  or  not,  written,  invented,  or made by Consultant prior to the
execution  of  this  Agreement  ("Pre-existing Materials"), but are delivered to
AspenTech  with  Deliverables  under  this  Agreement,  Consultant hereby grants
AspenTech  a  nonexclusive,  nontransferable, perpetual, royalty-free, worldwide
license to use, copy, modify, make derivative works based on, and distribute the
Pre-Existing  Materials internally within AspenTech, its parents and affiliates.
Consultant  agrees to notify AspenTech in writing (or email) to Craig Harclerode
before  any  Pre-existing  Materials are incorporated in Deliverables under this
Agreement.  This  clause  shall  remain  in  effect  after  termination  of this
Agreement.

7.     Non-Competition.  During  the term of this Agreement and for a period of
       ----------------
six
(6)     months  thereafter,  Consultant  will not compete with AspenTech without
AspenTech's  written  permission,  which  shall  not  be  unreasonably withheld.
"Competing  with AspenTech" means (a) soliciting AspenTech's customers with whom
Consultant  has  dealt  with during performance of this Agreement, either (i) to
cease to do business with AspenTech, (b) soliciting any employee of AspenTech to
leave  his  or  her employment with AspenTech or to breach his or her employment
obligations  with  AspenTech.

8.     Warranty.
       --------

8.1.     Services.  Consultant warrants that all services rendered by Consultant
         --------
under this Agreement shall be performed in a professional, workmanlike manner in
accordance  with  all  applicable  industry  codes  and  standards.

8.2.     Application  Code.  As  specified  in  Exhibit  A,  certain proprietary
         -----------------
portions  of  a  system,  custom  software  code,  application  software, and/or
interfaces  ("Application  Code")  may  be  developed or delivered by Consultant
hereunder.  Consultant  warrants  that  the  Application  Code  will  operate in
accordance  with  any  agreed  written specifications relating specifically
thereto, and will be developed and reviewed in  accordance  with the following
Year  2000  criteria.

a)     The  Application  Code  will  not  contain  hardcoded  "l  9"  dates;

b)     The  Application  Code  will  contain  4-character  year  fields  or  an
       equivalent  necessary  to  operate  as  a  4-character  year  field;

c)     "00"  in  a  year  field  will  be  recognized  as  the  year  2000;

d)     Date manipulation, password handling, and date expiration algorithms will
       be  coded  to  correctly  handle  the  years  1980  to  2025.

9.     Insurance  and  Indemnification.  Consultant  shall  indemnify  and  hold
       -------------------------------
AspenTech,  its employees, agents, and contractors harmless from and against any
and  all  losses,  expenses  and  claims  (including those of third parties) for
death,  personal  injury, or property damage caused by the negligence or willful
misconduct of Consultant arising out of the performance of the work.  Consultant
shall  maintain in effect the following policies of insurance during the term of
this  Agreement:

9.1.     Public  liability  insurance,  properly safeguarding Consultant against
liabilities  for  death,  personal  injury,  and  property  damage;

9.2.     Employer's  liability  and workman's compensation insurance as required
under  applicable  law,  provided that the parties agree that AspenTech shall to
the  fullest  extent  permitted  under applicable workman's compensation laws be
deemed a statutory employer of Consultant's employees performing work hereunder;
and

9.3.     Automobile liability insurance properly safeguarding Consultant against
liabilities  for  death, personal injury, and property damage arising out of the
use  of  hired,  non-owned.

10.     Termination.  AspenTech may terminate this Agreement immediately without
        -----------
notice  in  the event Consultant breaches his obligations under Sections 5 or 6.
AspenTech  may terminate this Agreement upon ten (1 0) days notice by registered
or  certified  mail,  return receipt requested, addressed to the other party and
AspenTech's sole liability will be to pay for work done by Consultant to date of
termination.

ii.     independent  Contractor.  Consultant  will furnish Consultant's services
        -----------------------
as  an  independent  contractor  and  not  as an employee of AspenTech or of any
company  affiliated  with  AspenTech.  Consultant will not represent itself as a
partner,  joint-venturer,  employee  or  general  representative  or  agent  of
AspenTech.  Consultant  has no power or authority to act for, represent, or bind
AspenTech  or  any  company  affiliated  with  AspenTech  in  any

manner.  Consultant  is  not  entitled  to any medical coverage, life insurance,
participation  in  AspenTech's  savings plan, nor any other benefits afforded to
AspenTech's  regular employees or those of AspenTech's affiliates.  If AspenTech
or  any  of  AspenTech's  affiliates is required to pay or withhold any taxes or
make  any  other  payment  with respect to fees payable to Consultant, AspenTech
will  promptly  notify  Consultant  of  this  determination  and Consultant will
reimburse  AspenTech  or AspenTech's affiliate in full for taxes paid on amounts
previously paid to Consultant, and permit AspenTech to make deductions for taxes
to  be  withheld  from  any  sum  thereafter  due  Consultant.

12.     Complete Agreement.  This Agreement supersedes all prior agreements and
        -------------------
understandings between the parties with respect to the subject matter hereof and
may  not  be  changed  unless  mutually  agreed upon in writing by both parties.

13.     Assignment.  Neither  party  may  assign this Agreement, or any interest
        ----------
therein,  without  prior  written  consent  of the other party which will not be
unreasonably  withheld.

14.     Governing  Law.  This  Agreement  shall  be governed by and construed in
        ---------
accordance with the laws of the State of Texas.  The federal and state courts in
the  State of Texas shall have exclusive jurisdiction over all claims brought in
connection  with  this  Agreement.

15.     Severability.  In  the event any provision of this Agreement is found to
        ------------
be  legally  unenforceable, such enforceability shall not prevent enforcement of
any  other  provision  of  the  Agreement.

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement effective
the  day  and  year  first  above  written.

ASPEN  TECHNOLOGY,  INC.                        PRO2,  Inc.


________________________                      _______________________
CR  Harclerode                                 Craig  Crawford


Director,  Program  Management


<PAGE>


                                    EXHIBIT A

                        THIRD PARTY CONSULTANT AGREEMENT
                              BETWEEN ASPENTECH AND
                                   PRO2, Inc.
                                  (Consultant)





SERVICES  TO  BE  PERFORMED:


Consultant  will  provide  hourly  MSP2000  and  Project  Management  consulting
services  as outlined below to the Aspentech services organization as MSP2000 is
integrated  into  the  services  delivery  model.

The  MSP2000  consultant  will  report to the Director of Program Management for
Aspentech  and  will  provide  the  following  functions:


1.     Standards  Development-  with  the  support  of  the  Director of Program
       ----------------------
Management  and  the  Vertical  Business  Directors,  lead in the development of
Aspentech  standards  for  MSP2000  building  from standards and guidelines that
PRO'has  developed.  The  will  be  done  by scheduling and conducting standards
meetings  and  reviewing  Aspentech  work  processes.  Consultant  will  support
modifying  the  MSP2000  templates to incorporate standards and guidelines where
possible.  The  standards  and  guidelines  will  be  documented and used in the
MSP2000  training programs (see below).  The standards should address items such
as:MSP Configuration Standards, Options, Calendars, Task Types, etc.; macro that
delete  local  tables  to  insure  global  standards are consistently used, etc.
Provide  support  for  the  development  of  the  MSP2000  standards management.

2.     Developing  and  Conducting  Aspen-oriented  MSP 2000 Training.- Lead the
       ---------------------------------------------------------------
development  of  MSP2000  training  modules  that  include  AspenTech  continent
(standards  and  guidelines).  Conduct  developed  training  modules  at various
Aspentech  locations  (Houston, Seattle, Cleveland).  It is envisioned that this
will range from 1 or 2 classes per week from mid January to the end of February.
The  classes need to be condensed to be done in a 1 to 2 day course.  Additional
expert  level  classes will be conducted for the Project Control Leads (4-6) and
other  selected  individuals  who  will  support  the  development  of  MSP2000
schedules.

3.     MENTORINQ  &  SUPPORT-  Provide on-going MSP2000 consulting to help users
       ---------------------
make  best  use  of  MSP  for specific purposes.  Extend the MSP2000 Training by
helping  on a one-on-one basis.  This will be managed by the Director of Program
Management  and  will  in  general,  be  of  secondary  priority.

     4.     PROJECTSTARTUP  &  SUPPORT-  Working with the Project Control Leads,
            --------------------------
help  in
the  creation  of  MSP2000  for  particular  projects/programs.

5.    MANAGE  &  DIRECT  CREATIONOF  AN INITIAL LIBRARY OF MSP PROJECT TEMPLATES
      --------------------------------------------------------------------------
Working  with  various  best practice leaders(BPL) and Rosalayn Preston, lead in
the  development  of  MSP2000 templates for key technology areas.  Assist in the
development  of  a  template  storage and management process using the Aspentech
intranet  as  a  distribution  and  management  system.

6.     ACT  AS  A  CONTACT  DOINT INTO PR02TO LEVERAGE PR02 RESOURCES FOR VISUAL
       -------------------------------------------------------------------------
BASIS DEVELOPMENT AND SUPPORT.

1)  Understand the Aspen Oracle Project Connect (MSP20PA)
   ------------------------
upload  interface,  2)  Support  the  OPA2MSP download interface, and 3) support
user-oriented  standard MSP macros (Views, grouping, filters).  Provide feedback
from  standards development, training, and actual use to help streamline MSP2000
by coordinating the development and documenting of macros and other tools. 4)The
on-site  PRO2  consultant  would  be supported from time to time as necessary by
members  of  the  PRO2,  Inc.  headquarters  staff  including  at  least,  John
Winchester, Ray McCoppin, Gary Crich, and Craig Crawford.  If there were testing
of  various  concepts  required, the PRO2 servers support several different test
environments  that  would  be provided within the quoted hourly fee for courtesy
testing.  If  the  requirements  became  significant  in  terms  of  resources
supporting  the  PRO2 Senior Consultant, Aspentech would be contacted to discuss
some  additional  consideration,  but  only by mutual consent would there be any
additional  charge.  Significant  resource  demand  is defined as something more
than  an  additional  man  day  a  week.

The  on-site  PRO2  Consultant  would  be  able  to call the PRO2 Senior Team to
participate  in  brain-storming  sessions, system design sessions, etc. allowing
AspenTech  to enjoy the full benefits of the intellectual abilities available at
PRO2  in  the  area  of  Project  Management  systems.

7.     DATABASE  IMPLEMENTATION ARCHITECTUREL / STRATEGY FOR USE OF SQL SERVER 7
       -------------------------------------------------------------------------
AS  A  COMMON  REPOSITORY  FOR  MSP  PLANS  WITHIN  A  GROUP  /  PRACTICE  /
----------------------------------------------------------------------------
ENTERPRISE working  with other PRO2 personnel on  separate  contract, provide
support  in  the  design  and  implementation  of  a  SQL Server 7 based MSP2000
repository  for  Aspentech.



All  of  the  above  to  be  performed  on  a  Time  &  Expense  basis.


<PAGE>
COMPENSATION:

     -  Time  and  Expense at the rate of US$150 per hour up to a maximum of 480
hours.  Additional  hours  may  be  authorized  by mutual written consent of the
parties  to  this  Agreement.

     -  Weekly  timesheets will be submitted for review and approval.  Invoicing
will  be  on  a  monthly  basis.


TERM:

Three  (3)  months.