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                                                                    EXHIBIT 4.07



                             COMSHARE, INCORPORATED

                      FIFTH AMENDMENT TO CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

         Reference is hereby made to that certain Credit Agreement (as amended,
supplemented, modified or restated from time to time, the "Credit Agreement"),
dated as of September 23, 1997, by and among Comshare, Incorporated (the
"Company") and Comshare Limited (the "Borrowing Subsidiary") (together the
"Borrowers") and Harris Trust and Savings Bank (the "Bank"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.

         The Borrowers have requested that the Bank waive past noncompliance
with and amend certain provisions of the Credit Agreement and the Bank will do
so under the terms and conditions set forth in this Amendment.

1.       WAIVER.

         The Company has informed the Bank that, as of March 31, 2001, the
Company was not in compliance with Sections 8.8 and 8.9 of the Credit Agreement
(which require, among other things, that the Company maintain a Fixed Charge
Coverage Ratio and a Minimum EBITDAL, respectively, as specified therein). The
Bank hereby agrees to waive compliance with Sections 8.8 and 8.9 of the Credit
Agreement as of March 31, 2001, provided that this waiver shall not become
effective unless and until the conditions precedent set forth in Section 3
hereof have been satisfied.

2.       AMENDMENT.

         Subject to the satisfaction of the conditions precedent set forth in
Section 3 hereof, the definition of "EBITDAL" appearing in Section 5.1 of the
Credit Agreement shall be amended by adding the following new sentence
immediately at the end thereof:

                           "Notwithstanding anything in the immediately
                  preceding sentence to the contrary, EBITDAL for any period,
                  which includes the third fiscal quarter of the Company's 2001
                  fiscal year, shall be increased by up to $892,000 of
                  non-recurring charges incurred by the Company during such
                  quarter as severance costs and other expenses."



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3.       CONDITIONS PRECEDENT.

         The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

                  (a) The Borrowers and the Bank shall have executed and
         delivered this Amendment.

                  (b) The Guarantors and each party signatory to that certain
         Debt Subordination Agreement dated September 23, 1997 shall have each
         executed and delivered to the Bank their consent to this Amendment in
         the forms set forth below.

                  (c) Legal matters incident to the execution and delivery of
         this Amendment shall be satisfactory to the Bank and its counsel.

4.       REPRESENTATIONS.

         In order to induce the Bank to execute and deliver this Amendment, the
Borrowers hereby represent to the Bank that as of the date hereof the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except as waiver herein, and
except that the representations contained in Section 6.5 shall be deemed to
refer to the most recent financial statements of the Borrowers delivered to the
Bank) and, except as waived herein, the Borrowers are in compliance with the
terms and conditions of the Credit Agreement and no Default or Event of Default
has occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.

5.       MISCELLANEOUS.

         5.1. The Borrowers heretofore executed and delivered to the Bank the
Security Agreement, Pledge Agreement and certain other Collateral Documents. The
Borrowers hereby acknowledge and agree that the Liens created and provided for
by the Collateral Documents continue to secure, among other things, the
Obligations arising under the Credit Agreement as amended hereby; and the
Collateral Documents and the rights and remedies of the Bank thereunder, the
obligations of the Borrowers thereunder, and the Liens created and provided for
thereunder remain in full force and effect and shall not be affected, impaired
or discharged hereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided for
by the Collateral Documents as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment.

         5.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Note, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.



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         5.3. The Borrowers agree to pay on demand all costs and expenses of or
incurred by the Bank in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Bank.

         5.4. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.

                           [SIGNATURE PAGE TO FOLLOW]






























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         This Fifth Amendment to Credit Agreement is dated as of this 15th day
of May, 2001.

                                              COMSHARE, INCORPORATED


                                              By /s/ Brian Jarzynski
                                                --------------------------------
                                                Name Brian Jarzynski
                                                     ---------------------------
                                                Title Vice President and CFO
                                                      --------------------------

                                              COMSHARE LIMITED


                                              By /s/ Brian Jarzynski
                                                --------------------------------
                                                Name Brian Jarzynski
                                                     ---------------------------
                                                Title Director
                                                      --------------------------

         Accepted and agreed to as of the date last above written.

                                              HARRIS TRUST AND SAVINGS BANK


                                              By /s/ Kirby M. Law
                                                --------------------------------
                                                Name Kirby M. Law
                                                     ---------------------------
                                                Title Vice President
                                                      --------------------------

















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                     GUARANTORS' ACKNOWLEDGEMENT AND CONSENT

         Each of the undersigned Guarantors heretofore previously executed and
delivered to the Bank certain Loan Documents. Each of the undersigned hereby
consents to the Amendment to the Credit Agreement as set forth above and
confirms that the Loan Documents executed and delivered by it and all of the
undersigned's obligations thereunder remain in full force and effect and,
without limiting the foregoing, each of the undersigned acknowledges and agrees
that notwithstanding the execution and delivery of the Amendment, the Loan
Documents executed and delivered by each of the undersigned to the Agent remain
in full force and effect and the rights and remedies of the Agent and the
Lenders, the obligations of each of the undersigned thereunder and the liens and
security interests provided for thereunder remain in full force and effect and
shall not be affected, impaired or discharged hereby. Each of the undersigned
further agree that the consent of the undersigned to any further amendments to
the Credit Agreement shall not be required as a result of this consent having
been obtained, except to the extent, if any, required by the Loan Documents
referred to above.

                                              COMSHARE, INCORPORATED
                                              COMSHARE (U.S.), INC.
                                              COMSHARE LIMITED
                                              COMSHARE HOLDINGS COMPANY
                                              COMSHARE LIMITED

                                              By /s/ Brian Jarzynski
                                                --------------------------------
                                                Name Brian Jarzynski
                                                     ---------------------------
                                                Title Vice President and CFO
                                                      --------------------------


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               SUBORDINATED CREDITORS' ACKNOWLEDGEMENT AND CONSENT

         Each of the undersigned heretofore executed in favor of the Bank a Debt
Subordination Agreement dated September 23, 1997. Each of the undersigned hereby
consent to the Fifth Amendment to Credit Agreement as forth above and confirms
that the Debt Subordination Agreement and all of the undersigned's obligations
thereunder remain in full force and effect. Each of the undersigned further
agree that the consent of the undersigned to any further amendments to the
Credit Agreement shall not be required as a result of this consent having been
obtained, except to the extent, if any, required by the Debt Subordination
Agreement referred to above.

                                              COMSHARE, INCORPORATED
                                              COMSHARE (U.S.), INC.
                                              COMSHARE LIMITED
                                              COMSHARE HOLDINGS COMPANY
                                              COMSHARE LIMITED

                                              By /s/ Brian Jarzynski
                                                --------------------------------
                                              Name Brian Jarzynski
                                                  ------------------------------
                                              Title Vice President & CFO
                                                    ----------------------------