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                                                                   EXHIBIT 10.07



                             SECOND AMENDMENT TO THE
                             COMSHARE, INCORPORATED
                          DIRECTORS' STOCK OPTION PLAN


         Pursuant to approval of the Board of Directors on February 16, 2001,
the Comshare Incorporated Directors' Stock Option Plan (the "Plan") is hereby
amended, effective February 16, 2001, by the addition of a new Section 4.2 to
read as follows:

                  4.2. Change in Control Acceleration. The portion of any
                  outstanding option (including any option that has not been
                  outstanding for twelve (12) months) that has not expired or
                  been exercised, terminated, canceled, forfeited or surrendered
                  shall become exercisable in full in the event of a Change in
                  Control. For this purpose, Change in Control shall be defined
                  as the occurrence of any of the following events:

                           (a) the election of a Board of Directors of the
                  Company, a majority of the members of which were nominees of a
                  person (including an individual, a corporation, partnership,
                  joint venture, trust or other entity) or a group of persons
                  acting together (other than persons who were members of the
                  Board of Directors or officers of the Company as of August 14,
                  1998 or a tax-qualified retirement plan approved by the Board
                  of Directors of the Company (including at least a majority of
                  the Incumbent Directors ("Exempted Persons")), following the
                  acquisition by such person, group of persons or plan of
                  ownership (directly or indirectly, beneficially or of record)
                  of twenty-five (25%) percent, or more, of the outstanding
                  Common Stock of the Company;

                           (b) the acquisition of ownership by a person or group
                  of persons described in subparagraph (a) above (other than
                  Exempted Persons) of fifty-one (51%) percent, or more of the
                  outstanding Common Stock of the Company;

                           (c) a sale of all or substantially all of the assets
                  of the Company to any entity not controlled by persons who
                  were members of the Board of Directors or officers of the
                  Company as of August 14, 1998 or by any tax-qualified
                  retirement plan for the benefit of employees of the Company;
                  or


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                           (d) a merger, consolidation or other similar
                  transaction between the Company and another entity if a
                  majority of the members of the Board of Directors of the
                  surviving company are not Continuing Members.

                  The term "Incumbent Directors" means members of the Board of
                  Directors of the Company as of August 14, 1998 or new
                  directors whose election by the Board of Directors, or
                  nomination for election by the Company's shareholders, was
                  approved by a vote of at least a majority of the directors in
                  office at the time of such election or nomination, who either
                  were directors as of August 14, 1998, or whose election or
                  nomination was previously approved as provided above. In the
                  event that a majority of the Incumbent Directors do not
                  approve the tax-qualified retirement plan or there are no
                  Incumbent Directors, the tax-qualified retirement plan shall
                  not be an Exempted Person. The term "Continuing Directors"
                  means persons (A) who are members of the Board of Directors
                  immediately before the change in control and (B) who also were
                  members of the Board of Directors of the Company as of August
                  14, 1998 or are new directors whose election by the Board of
                  Directors, or nomination for election by the Company's
                  shareholders, was approved by a vote of at least a majority of
                  the directors in office at the time of such election or
                  nomination who either were directors as of August 14, 1998 or
                  whose election or nomination for election was previously
                  approved as provided above.


         THIS SECOND AMENDMENT to the Comshare, Incorporated Directors' Stock
Option Plan is hereby executed as of February 16, 2001.



                                      COMSHARE, INCORPORATED




                                   By: /s/ Brian Jarzynski
                                      --------------------
                                      Brian Jarzynski
                                      Vice President and Chief Financial Officer

















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