EXHIBIT 10.1 SECOND AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT

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Exhibit 10.1

SECOND AMENDMENT TO NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT

        This Second Amendment to Non-Recourse Receivables Purchase Agreement (this "Amendment") is entered into as of September 30, 2004, by and between SILICON VALLEY BANK , a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Buyer") and ASPEN TECHNOLOGY,  INC. , a Delaware corporation with offices at Ten Canal Park, Cambridge, Massachusetts 02141 ("Seller").

        1.     DESCRIPTION OF EXISTING AGREEMENT.     Reference is made to a certain Non-Recourse Receivables Purchase Agreement by and between Buyer and Seller dated as of December 31, 2003, as amended by a certain First Amendment to Non-Recourse Receivables Purchase Agreement dated June 30, 3004 (as further amended from time to time, the "Purchase Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Purchase Agreement.

        2.     DESCRIPTION OF CHANGE IN TERMS.     

        Modification to Purchase Agreement.     The Purchase Agreement shall be amended by deleting Section 2.1 thereof and inserting in lieu thereof the following Section 2.1:

        "2.1     Sale and Purchase.     Subject to the terms and conditions of this Agreement, with respect to each Purchase, effective on each applicable Purchase Date, Seller agrees to sell to Buyer and Buyer agrees to buy from Seller all right, title, and interest (but none of the obligations with respect to) of the Seller to the payment of all sums owing or to be owing from the Account De