EXHIBIT 10.1
                                ALLIANCE AGREEMENT
                               ------------------


     THIS  AGREEMENT  is  made  and  entered into as of October 12, 2001, by and
between ARTHUR ANDERSEN LLP (hereinafter "Andersen") and Pro2, Inc. (hereinafter
"Pro2').

     WHEREAS,  the  parties have complementary capabilities not available within
their  respective  organizations,  and  it  is  to  their  mutual benefit to act
together  for  the  purposes  of marketing, soliciting, submitting proposals and
conducting  Project  Management  Solutions  services;  and

     WHEREAS, Andersen and Pro2 have been actively marketing and soliciting from
the  Army  National  Guard  a  continuation  of the project management work they
performed  together  with  the  Army  National  Guard;  and

     WHEREAS,  Andersen,  if  it receives a contract award, would be responsible
for  the  Project, including overall project management and execution, and would
subcontract  portions  of  the  Project  to  other  firms,  including  Pro2.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  herein  set  forth,  Andersen  and  Pro2  agree  as  follows:


                                    ARTICLE I
                                    ---------

                           Relationship of the Parties
                           ---------------------------

     1.1     -  The  parties  shall  act  as  independent  contractors  in  the
     ---
performance  of this Agreement.  Neither party shall act as, or be deemed to be,
     ---
agent  for  or  partner  of  the other party for any purpose whatsoever, and the
employees  of  one  party  shall not be deemed the employees of the other party.

     1.2     -  Nothing  in  this  Agreement  shall be construed to grant either
     ---
Andersen or Pro2 the right to make commitments of any kind for or on behalf of
the  other  party  without  prior  written  consent  of  the  other  party.

     1.3  -  It is understood and agreed that, prior to submitting any proposal,
     ---
Andersen and Pro2 will agree which firm shall be the prime contractor should the
proposal  be accepted, and all proposals shall clearly disclose which firm is to
be  the  prime  contractor.

     1.4     -  Andersen  shall  not  solicit  from  any other firm the specific
     ---
services  and  deliverables  included in Pro2's proposed portion of the Project,
unless  the  Client  disapproves  of Pro2, the parties are unable to negotiate a
subcontract  agreement,  this  Agreement  is tern-dnated pursuant to Article VII
below,  or  Pro2  agrees  thereto.

<PAGE>

                                      - 2 -


     1.5     -  Pro2  agrees  that  during  the  term of this Agreement and with
     ---
respect  to  any Project targeted for proposal submission, it shall not bid as a
prime  contractor or as a subcontractor to or joint venturer with any other firm
which  is  preparing  a  proposal for the same work.  It is understood, however,
that  Pro2  may  participate  in the Project with another firm in the event such
other  firm  is  awarded  the  Contract to perform such work and Andersen is not
engaged.

     1.6     -  All  contacts with the Client with respect to the Proposal shall
     ---
be  the  responsibility  of Andersen.  Any contacts made by Pro2 with the Client
with  respect  to  this  project,  shall  be only with the full knowledge, prior
concurrence  and  participation  of  Andersen.

     1.7     -  During  the term of this Agreement, and for a period of one year
     ---
inunediately  following  the termination of this Agreement, neither Andersen nor
Pro2  shall  knowingly  make  an  offer of employment to any officer, partner or
employee  of  the  other  who is involved with the efforts under this Agreement,
without  prior  written  approval  of  the  other  party.

     1.8     -  PrQ2  will not directly or indirectly disclose to Andersen or to
     ---
any  party  working  for  or  with  Andersen  any information or materials which
Consultant  wrongfully  possesses  or is prohibited by private agreement, common
law  or  statute,  rule  or  regulation  from disclosing, or which if by private
agreement,  common  law or statute, rule or regulation from disclosing, or which
ff disclosed to Andersen would, under any law, rule or regulation, give Andersen
an illegal competitive advantage in connection with any RFP, RFQ, ITB or similar
solicitation  to  which  Andersen  is  preparing  or  has  submitted a response.

1.9  -     Business  Relationship
---        ----------------------
     (A)     This  Agreement  creates  no  relationship  of  joint  venture,
partnership,  or agency between the parties, and the parties acknowledge that no
other  facts  or  relations exist that would create any such relationship.  This
Agreement  is only an expression of the general terms which form the basis for a
business relationship.  Each party is not the agent of the other party but is an
independent  contractor while performing its duties hereunder.  Neither party is
granted  any  right  or  authority  to  assume  or  to  create any obligation or
responsibility,  express  or  implied,  on behalf of or in the name of the other
party  or  to  bind  the  other  party  in  any  manner  or  thing  whatsoever.
     (B)     Neither  party  nor  that  party's  agents,  principals,  officers,
directors, or employees are employees of the other party.  Personnel supplied by
either  party  to  the other whether to JDE or Andersen or its customers will be
employees  of  the other and will not hold themselves out as employees of JDE or
Andersen.

                                   ARTICLE 11
                                   ----------

                              Proposal Preparation
                              --------------------

     2.1     -  The  parties  shall  cooperate  to (1) prepare the Proposals for
     ---
presentation to Clients and (2) secure the contract for the Project (hereinafter
called  the  "Contract").

     2.2     -  Each party shall submit to the other all necessary technical and
     ---
business  data  and  information concerning its proposed portion of the Project,
including  accurate,

<PAGE>
                                       3


current, complete and reasonable cost or pricing data to the extent required for
use in preparation of the Proposal.  Each party shall make available appropriate
and  high-quality personnel to provide reasonable assistance to the other in the
preparation  of  the  Proposal.

     2.3     -  Andersen  shall  prepare  the  entire  Proposal,  integrate  the
     ---
information  provided by Pro2 and submit the Proposal to the Client.  Andersen
shall  include  Pro2's  price  for  its  proposed  portion of the Project in the
Proposal.  Andersen shall consult with Pro2 on all matters regarding the content
of  the  Proposal,  which  concern the portion of the Project to be performed by
Pro2  prior  to  submission  of  the  Proposal  to  the  Client.

     2.4     -  Andersen  shall  identify  Pro2  as a subcontractor and describe
     ---
Pro2's  Project  responsibilities  in  the  Proposal.  In  the event of Contract
award, Andersen shall work to secure Client approval of Pro2 as a subcontractor.

     2.5     -  Andersen shall be responsible for any contract negotiations with
     ---
the Client and, subject to Client approval, agrees to give Pro2 an opportunity
to  be  present  at  meetings with the Client, which may concern Pro2's proposed
portion  of  the  Project.

     2.6     -  Each  party agrees to consult with and obtain the concurrence of
     ---
the  other  party  prior  to  making any Proposal change which affects the other
party's  proposed  portion  of  the  Project.

     2.7     -  Andersen  agrees  to  keep  Pro2  advised  of all changes in the
     ---
Client's  requirements and the probability of its receipt of the Contract award.

     2.8     -  Each  party shall use its best reasonable and commercial efforts
     ---
after  submission  of the Proposal to the Client to obtain the Contract award,
including  participation in oral presentations and preparation of best and final
offers.

     2.9     -  Pro2  shall  execute and deliver to Andersen the representations
     ---
and  certifications,  if  any, contained in the RFP.  Pro2 reserves the right to
submit  proprietary  cost  information  in  a  sealed  envelope  to Andersen for
submission  to  the  Client.


<PAGE>
                                       4



                                   ARTICLE III
                                   -----------
                                   Performance
                                   -----------
     3.1     -  In  the  event  a  Contract  is awarded, subject to the Client's
     ---
approval,  and provided each party has complied with the terms and conditions of
this  Agreement,  the  parties  hereto  shall  immediately  commence  good faith
negotiations  of a subcontract (hereinafter called the "Subcontract") consistent
with  the  terms  of  this  Agreement and encompassing the proposed services and
deliverables  for  the  Project  and  other  appropriate  tasks  required by the
Contract.  The  Subcontract  shall  be  based  on  the  specified  prime
contractor/subcontractor  in  the  proposal  as  required in Article I Sec. 1.3.
Subject to the requirements of the Contract with the Client, applicable laws and
regulations and agreement on other terms and conditions, the parties shall enter
into  the  Subcontract.  Each  party  agrees  to  use its best efforts to secure
approval  of  the  Subcontract  by  the  Client  in  the  event such approval is
necessary.

     3.2     -  The specific work to be performed by each party shall be defined
     ---
in  the  Subcontract  and/or in task orders issued thereunder from time to time.

     3.3     -  The  Subcontract  shall  include,  among  other  appropriate
     ---
provisions,  those  provisions  of  the Contract which are required to be flowed
down  to  a  subcontractor,  and  each  party  agrees  to  accept  all terms and
conditions  which  are  required  to  be  flowed down by statute, regulation, or
explicitly  by  the  terms  of the Contract.  The subcontract shall also contain
other  appropriate  conditions,  including  provisions  from  the Contract which
address  the  term of contract, confidentiality, ownership, insurance, warranty,
liability,  and  indemnification,  as  appropriate.  Each party shall advise the
other  party,  prior to submission of the Proposal, of any clauses or provisions
of  the  RFP  to  which that party takes exception; any clauses or provisions to
which  exception  is  not  taken  may  be  included  in  the  Subcontract.

     3.4     -  The  total  cost  or  labor  hourly rates to be charged shall be
     ---
defined  in the Subcontract and/or in task orders issued thereunder from time to
time.

                                   ARTICLE IV
                                   ----------
                                      Costs
                                      -----
     4.1     - Any and all costs, expenses, or liabilities of either Andersen or
     ---
Pro2  arising out of this Agreement or its implementation shall be borne by each
party  separately  and individually.  Neither party shall be liable or obligated
to  the  other  for  any  such  cost,  expense,  or  liability.


     4.2-     Andersen  and Pro2 agree to share joint marketing costs, promotion
and  advertising  fees,  and other common costs on an equal basis.  Such common
costs  shall be agreed to prior to incurring any actually liability, and neither
party  may  obligate  the  other in the payment of any such fees without express
prior  approval.  Individual marketing costs (travel expenses for individuals to
attend  meetings,  for  example)  shall  be the responsibility of the individual
firms.


<PAGE>
                                       5


                                    ARTICLE V
                                    ---------

                        Confidentiality and Nondisclosure
                        ---------------------------------

     5.1     - The parties anticipate that it may be necessary to provide access
     ---
to  confidential  and/or  proprietary information to each other pursuant to this
Agreement  in  preparation  of  a  Proposal  and/or  performance  of  Project
(hereinafter  called  the  "Proprietary  Information").  Proprietary Information
shall  be  clearly  identified or labeled as such by the disclosing party at the
time  of disclosure.  Where concurrent identification of Proprietary Information
is  not  feasible,  the  disclosing  party  shall provide such identification as
promptly  thereafter  as  possible.

     5.2     -  Each  of  the  parties  agrees  that  it  shall  protect  the
     ---
confidentiality of the Proprietary Information in the same manner as it protects
its  own  proprietary  information  of  like  kind.  Disclosures  of Proprietary
In-formation  shall  be  restricted  to  those  individuals  who  are  directly
participating  in  preparation  of  the  Proposal  and other work related to the
Project.  The parties shall return all Proprietary Information of the other upon
the  earlier  of a  request  by the disclosing party or upon termination of this
Agreement.

     5.3     -  Neither  party  shall  reproduce,  disclose  or  use Proprietary
     ---
Information  except  as  follows:


a.     Proprietary  Information  furnished  by  Andersen  may be used by Pro2 in
performing  its  obligations  under  this  Agreement;

b.     Proprietary  Information  furnished  by  Pro2  may be used by Andersen in
performing  its  obligations under this Agreement, including preparation of the
Proposal  for  submission  to  the  Client;  or

C.     Proprietary  Information may be used by the receiving party in accordance
with  written  authorization  received  from  the  disclosing  party.

d.     To  respond  to  a  subpoena  or  other  validly issued administrative or
judicial  process.

     5.4     -  Nothing in this Agreement shall prohibit or limit either party's
     ---
use  of  information  (including, but not limited to, ideas, concepts, know-how,
techniques,  and methodologies) (i) previously known to it without obligation of
confidence,  (ii)  independently  developed  by  it, (iii) acquired by it from a
third  party  which  is not, to its knowledge, under an obligation of confidence
with  respect to such information, or (iv) which is or become publicly available
through  no  breach  of  this  Agreement.

     5.5     -  Neither  the  execution of this Agreement, nor the furnishing of
     ---
any  Proprietary  Information  by either party shall be construed as granting to
the other party expressly, by implication, by estoppel or otherwise, any license
under any invention, patent, trademark, copyright or other proprietary right now
or  hereafter  owned  or  controlled  by  the  party  furnishing  same.

5.6  -     The  provisions  of  this Article V shall survive termination of this
---
Agreement.

<PAGE>
                                       6


                                   ARTICLE VI
                                   ----------
                  Rights in Inventions and Proprietary Software
                  ---------------------------------------------
     6.1     -  Inventions conceived pursuant to this Agreement shall remain the
     ---
property  of  the  originating  party.  In  the  event  of joint inventions, the
parties  shall  engage  in good faith negotiations to establish their respective
rights.  Failing  agreement, each party shall have equal ownership and rights in
such  joint  inventions,  without  further obligation or accounting to the other
party.  It is understood and agreed that Pro2 may be required to and shall grant
licenses  or other rights to Andersen and/or the Client to inventions, data, and
information  in accordance with the Contract unless exceptions to Rights in Data
or  similar  contract  clauses  has  been  taken.

     6.2-     Software and other intellectual property currently owned by either
party  shall  remain  the sole property of that party, and the other party shall
have  no  claim  of  ownership,  license  or  use.


                                   ARTICLE VII
                                   -----------

                            Termination of Agreement
                            ------------------------

7.1 -     This Agreement shall expire upon the happening of one of the following
---
events:

a.     Written  notification  to  terminate the Agreement by either party to the
other;

b.     The  insolvency, bankruptcy, reorganization under the bankruptcy laws, or
assignment  for  the  benefit  of  creditors  of  either  party;

C.     Mutual  agreement  of  the  parties  to  terminate  the  Agreement;

d.     Material  breach  of  this  Agreement  by  either  party with such breach
remaining  unremedied  five  (5)  days  after  receipt  of notice of the breach.


                                  ARTICLE VIII
                                  ------------

                                Limited Liability
                                -----------------


8.1     -  Pro2 will indemnify Andersen from any claim (including legal fees and
---
expenses)  of  other persons or entities based on (i) the breach of any warranty
contained  in  Section 2 of this Agreement; or (ii) any claim of infringement of
presently  existing  United  States  patents,  copyrights,  trade  secrets  or
proprietary rights by use of the Licensed Products, so long as Andersen promptly
notifies  Pro2  of  such claims and Andersen ceases use of the Licensed Products
and  Licensed  Products documentation within a reasonable period if requested by
Pro2  because  of  a  claim  of  infringement.

                                       7

<PAGE>


8.2  -     Andersen  and Pro2 each agree to indemnify the other from and against
---
all  costs  and  liabilities  including  reasonable legal fees which each may be
required  to  pay  arising  out  of  injuries  to  persons or damage to tangible
property  (including data) pertaining to the furnishings of services or software
to the extent proximately caused by its negligence or willful misconduct or that
of  its  agents  or  employees;  PROVIDED,  HOWEVER,  THAT  IN  NO  EVENT SHALL:


(i)     THIS  AGREEMENT  BE  CONSTRUED SO AS TO REDUCE THE PROPRIETARY RIGHTS OF
Pro2;  OR

(ii)     EITHER  PARTY  BE  LIABLE  TO  ANY  PERSON  FOR  ANY  LOSS OR INJURY TO
EARNINGS, PROFITS OR GOODWILL, OR FOR ANY INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES  OF  ANY  PERSON, WHATSOEVER AND HOWSOEVER CAUSED AND WHETHER ARISING IN
CONTRACT,  TORT,  OR  OTHERWISE  EVEN  IF  EITHER  PARTY HAS BEEN ADVISED OF THE
POSSIBILITY  OF  SUCH  DAMAGES.

                                   ARTICLE IX
                                   ----------
                                     General
                                     -------
     9.1     -  Any  notices,  requests,  consents  and  other  communications
     ---
hereunder  shall  be  in  writing  and  shall be effective either when delivered
personally to the party for whom intended, or five (5) days following deposit of
the  same into the United States mail (certified mail, return receipt requested,
or  first  class  postage  prepaid),  addressed to such party at the address set
forth  below:

a.     If  to  Andersen  to:

711  Louisiana,  Suite  1300  Houston,  Texas  77002  Attn.:James  P.  Gaines

b.     If  to  Pro2  to:

1770  St.  James  Place,  Suite  115  Houston,  Texas  77056
Attn.:     Craig  Crawford

     9.2     -  This  Agreement  may not be assigned or otherwise transferred by
     ---
either  party, in whole or in part, without the express prior written consent of
the  other  party.  No  provision  of  this  agreement may be waived except by a
writing by the party to be charged nor may this agreement be amended except by a
writing  executed  by  both  parties.

     9.3     -  This agreement shall be governed and construed under the laws of
     ---
the  State  of  Texas.


<PAGE>
                                       8


     9.-4 - The foregoing represents the complete and exclusive statement of the
agreement  between  the  parties  which  supersedes  any  prior  oral or written
agreements,  proposals,  commitments,  understandings,  or communications with
respect  to  the  subject  matter  of  this  Agreement.

     9.5     -  The  waiver  of  one  breach  hereunder shall not constitute the
     ---
waiver  of  any  other  or  subsequent  breach.

     9.6     -  All  notices  shall  be  in  writing and sent by certified mail,
     ---
postage  prepaid,  return receipt requested to the address written above or such
other  address as notified to the other party and such notice shall be deemed to
be  made  on  the  fifth  day  after  such  mailing.

     9.7     -  No  amendments,  modifications  or supplements to this Agreement
     ---
shall  be  binding  unless  in  writing  and  signed  by  both  parties.

     9.8     - No action, except with respect to the indemnification obligations
     ---
of either party, regardless of form arising out of this Agreement may be brought
by  either  party  more  than  one  (1)  year  after  the cause of action arose.

     9.9     -  Each  party  is  not  the  agent  of  the  other party but is an
     ---
independent contractor while performing its duties hereunder.  Neither party is
granted  any  right  or  authority  to  assume  or  to  create any obligation or
responsibility,  express  or  implied,  on behalf of or in the name of the other
party  or  to  bind  the  other  party  in  any  manner  or  thing  whatsoever.

     9.10     -  If any provision of this Agreement is held to be unenforceable,
such  decision  shall not affect the validity or enforceability of the remaining
provisions.

     9.11     -  This Agreement may be executed in two or more identical copies,
each  of  which  shall  be  an  original.

     9.12     -  All  monetary  amounts are in United States dollars, payable in
ready  funds  through  a  United  States  bank.

     9.13     -  In  the  event  Andersen  issues  a  purchase  order  or  other
instrument  covering  the subject matter of this Agreement, it is understood and
agreed  that  such  purchase  order is for Andersen's internal use and shall not
affect  this  Agreement.

     9.14     -  Each  of  the  parties  shall be responsible for all of its own
costs  and expenses associated with its performance of this Agreement, including
without  limitation  its  employees'  travel  and  other  expenses.

     9.15     -  Each  party  is  not  the  agent  of  the other party but is an
independent  contractor while performing its duties hereunder.  Neither party is
granted  any  right  or  authority  to  assume  or  to  create any obligation or
responsibility,  express  or  implied,  on behalf of or in the name of the other
party  or  to  bind  the  other  party  in  any  manner  or  thing  whatsoever.


<PAGE>
                                      - 9 -


     9.16     -  Neither  party  shall  have  the right, in whole or in part, to
assign, sublicense, or otherwise transfer this Agreement, the Licensed Products,
Licensed Products documentation, any copy of the foregoing, or any right granted
hereunder.  Notwithstanding  the  foregoing  sentence,  Andersen  shall have the
right  to assign, sublicense or transfer this Agreement to any entity which is a
member  of  Andersen  Worldwide  SC,  and  JDE  shall  have the right to assign,
delegate  or  transfer this Agreement, or any of its rights or obligations under
this  Agreement  to  any  entity  under  common control and ownership, or to any
purchaser  of  all  or  substantially  all  of  JDE's  assets  or  stock.

     9.17     -  The  benefits  and  obligations  of  this Agreement and the CAP
Agreement  shall  be  available to any Arthur Andersen business unit of Andersen
Worldwide  SC  ("Participant"),  provided that such Participant and AA execute a
participation  agreement permitting such Participant to receive the benefits and
obligations  of  the  CAP  Agreement  and  this  Agreement.

     9.18     - All terms of this Agreement that by their nature may survive the
termination  or  expiration  of  this  Agreement  shall  survive this Agreement.

     9.19     -  Neither  this  Agreement  nor  the  performance  by the parties
hereunder  shall  constitute or be deemed to be an endorsement or recommendation
of the products or services of either party.  Neither party shall make any press
release or other public disclosure of this Agreement or the terms hereof without
the  express  written  consent  of  the  other.


     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  representatives, as of the date first set
forth  above.


ARTHUR  ANDERSEN  LLP

By:
Partner


PRO2  Inc.


By:

Its


<PAGE>
                                      -10-


                                    EXHIBIT A
                                    ---------


Additional  Responsibilities  of  the  Parties
----------------------------------------------

     In  support  of  the  Proposal  and  in  order  to  establish the basis for
negotiation  of  the  Subcontract in the event Andersen is awarded the Contract,
the  following  detailed  responsibilities  are  defined  and  agreed to by both
parties.

1.     General
       -------

a.     Andersen  shall  have  the  overall project management responsibility and
final  decision-making  authority  on all Project matters, including those areas
under  responsibility  of  Pro2.  Task  Order  project  management,  under  the
Contract,  may  be  seconded  to  Pro2.

b.     Pro2  personnel  shall work as members of the Project team, with assigned
tasks,  deliverables  and  due  dates.  Assignments  shall  be made by Andersen.

C.     In  order  to  facilitate  coordination,  communications  and  project
control,  all  Project  work, including subcontracted work, shall be done at the
designated  Andersen  Project  location.  Exceptions  will  be  made  for  those
activities  requiring work to be done at the Client sites and certain activities
which  may  be  done  at  Pro2's  site  with  prior  Andersen  approval.

d.     Work  status  reviews,  Quality Assurance reviews, and approvals of major
actions  in  all  Project  related matters shall be headed by Andersen, with the
participation  of  Pro2s personnel as required.  Final decision-making authority
rests  with  Andersen.

e.     Quality  Assurance  procedures, the Change Control process, standards and
procedures,  and  project  planning  and  reporting  procedures  for the overall
Project  shall  be established by Andersen, in concert with Pro2 and approved by
the  Client.

f.     Pro2  shall  deal  only with Andersen in all matters relating to the work
stated  in  the  Subcontract.  Depending  on  the  statement of work in the Task
Order, and Pro2's role in the Task Order, client communication shall be limited
to  those  aspects  of  obtaining  or confirming information for the purpose of
performing  the  work  subcontracted.

Decisions  related  to  Project  performance, status, system architecture or any
major  issue  affecting  the Project, are to be discussed with Andersen prior to
joint  discussion  with  the  Client.

g.     Andersen  reserves  the  right to approve assignment of Pro2 personnel to
the  Project  and  to  require replacement of Pro2 personnel during the Project.

2.     Areas  of  Responsibility  of  the  Parties
       -------------------------------------------

2.1     Andersen
        --------

a.     Proposal  preparation,  submission  and  further  negotiations  with  the
Client.

b.     Overall  Project  Management  and  Control,  including Quality Assurance,
Project  Planning  and  Control,  and  Change  Control  functions.

C.     Final  decision-making  authority  for  all  Project  matters,  including
assignment  of  Pro2s.

d.     Primary  Client interface in all matters which could change the goals and
objectives  established  in  the  Contract.

e.     Reviewing,  controlling  and  following  up on all Project activities and
milestones,  and  prescribing  corrective measures as required, including Pro2
areas  of  responsibility.

f.    Coordination  with  Pro2  as  required  by  the  Project.

g.     Reporting  the  overall  Project  status  and  performance  against plans
(including  Pro2  work  status)  to  the  Client.

h.     Administering  the  Contract  and  subcontracts.

2.2   Pro2
      ----

a.     Assign  personnel,  as  required,  to  support  work  under the Contract.

b.     Perform  work  tasks  assigned  and  supervised  by  Andersen.

C.     Identify  primary  and  secondary Pro2 personnel to assume responsibility
       for  tasks  assigned  by  Andersen.

d.     Participate  in  Project  activities  as  required  by  Andersen.