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                                                                    EXHIBIT 4.02

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                                CREDIT AGREEMENT

                                  DATED AS OF
                              SEPTEMBER 23, 1997,

                                    BETWEEN

                            COMSHARE, INCORPORATED,
                                COMSHARE LIMITED

                                      AND

                         HARRIS TRUST AND SAVINGS BANK




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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                           DESCRIPTION                                PAGE
<S>                 <C>                                                                        <C>
SECTION 1.          THE REVOLVING CREDIT......................................................  1
    Section 1.1.        Revolving Credit......................................................  1
    Section 1.2.        Manner and Disbursement of Loans......................................  2
    Section 1.3.        Appointment of Company as Agent for Borrowers.........................  2
SECTION 2.          INTEREST AND CHANGE IN CIRCUMSTANCES......................................  2
    Section 2.1.        Interest Rate Options.................................................  2
    Section 2.2.        Minimum Amounts.......................................................  4
    Section 2.3.        Computation of Interest...............................................  4
    Section 2.4.        Manner of Rate Selection..............................................  5
SECTION 3.          FEES, PREPAYMENTS, TERMINATIONS AND APPLICATIONS..........................  5
    Section 3.1.        Fees..................................................................  5
    Section 3.2.        Voluntary Prepayments.................................................  6
    Section 3.3.        Mandatory Prepayment..................................................  6
    Section 3.4.        Terminations..........................................................  6
    Section 3.5.        Place and Application of Payments.....................................  6
    Section 3.6.        Notations.............................................................  7
    Section 3.7.        Payments Free of Withholding..........................................  7
SECTION 4.          COLLATERAL................................................................  8
    Section 4.1.        Personal Property Collateral from Company and each Subsidiary.........  8
    Section 4.2.        Foreign Security Documents............................................  8
    Section 4.3.        Foreign Accounts......................................................  8
    Section 4.4.        Stock Pledge..........................................................  8
    Section 4.5.        Guarantees............................................................  8
    Section 4.6.        Further Assurances....................................................  8
SECTION 5.          DEFINITIONS; INTERPRETATION...............................................  8
    Section 5.1.        Definitions...........................................................  8
    Section 5.2.        Interpretation........................................................ 20
SECTION 6.          REPRESENTATIONS AND WARRANTIES............................................ 21

</TABLE>




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<TABLE>
<CAPTION>
<S>                 <C>                                                                        <C>
    Section 6.1.        Organization and Qualification........................................ 21
    Section 6.2.        Subsidiaries.......................................................... 21
    Section 6.3.        Corporate Authority and Validity of Obligations....................... 22
    Section 6.4.        Use of Proceeds; Margin Stock......................................... 22
    Section 6.5.        Financial Reports..................................................... 22
    Section 6.6.        Solvency, Etc......................................................... 23
    Section 6.7.        No Material Adverse Change............................................ 23
    Section 6.8.        Full Disclosure....................................................... 23
    Section 6.9.        Good Title............................................................ 23
    Section 6.10.       Litigation and Other Controversies.................................... 23
    Section 6.11.       Taxes................................................................. 24
    Section 6.12.       Approvals............................................................. 24
    Section 6.13.       Affiliate Transactions................................................ 24
    Section 6.14.       Investment Company.................................................... 24
    Section 6.15.       ERISA................................................................. 24
    Section 6.16.       Compliance with Laws.................................................. 24
    Section 6.17.       Other Agreements...................................................... 25
    Section 6.18.       No Default............................................................ 25
SECTION 7.          CONDITIONS PRECEDENT...................................................... 25
    Section 7.1.        All Advances.......................................................... 25
    Section 7.2.        Initial Advance....................................................... 26
SECTION 8.          COVENANTS................................................................. 27
    Section 8.1.        Maintenance of Business............................................... 28
    Section 8.2.        Maintenance of Properties............................................. 28
    Section 8.3.        Taxes and Assessments................................................. 28
    Section 8.4.        Insurance............................................................. 28
    Section 8.5.        Financial Reports..................................................... 28
    Section 8.6.        Inspection............................................................ 30
    Section 8.7.        Net Worth............................................................. 30
    Section 8.8.        Fixed Charge Coverage Ratio........................................... 31
    Section 8.9.        Minimum EBIT.......................................................... 31
    Section 8.10.       Indebtedness for Borrowed Money....................................... 31
    Section 8.11.       Liens................................................................. 32
    Section 8.12.       Investments, Acquisitions, Loans, Advances and Guaranties............. 33
    Section 8.13.       Mergers, Consolidations and Sales..................................... 34
    Section 8.14.       Dividends and Certain Other Restricted Payments....................... 34
    Section 8.15.       ERISA................................................................. 34


</TABLE>

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<TABLE>
<CAPTION>
<S>                 <C>                                                                        <C>
    Section 8.16.       Compliance with Laws.................................................. 35
    Section 8.17.       Burdensome Contracts With Affiliates.................................. 35
    Section 8.18.       No Changes in Fiscal Year............................................. 35
    Section 8.19.       Formation of Subsidiaries............................................. 35
    Section 8.20.       Change in the Nature of Business...................................... 35
    Section 8.21.       Borrowing  Subsidiary................................................. 35
SECTION 9.          EVENTS OF DEFAULT AND REMEDIES............................................ 36
    Section 9.1.        Events of Default..................................................... 36
    Section 9.2.        Non-Bankruptcy Defaults............................................... 38
    Section 9.3.        Bankruptcy Defaults................................................... 39
SECTION 10.         JOINT AND SEVERAL LIABILITY............................................... 39
    Section 10.1.       Joint and Several Liability........................................... 39
    Section 10.2.       Joint and Several Liability Unconditional............................. 39
    Section 10.3.       Discharge Only Upon Payment in Full................................... 40
    Section 10.4.       Waivers............................................................... 40
    Section 10.5.       Limit on Recovery..................................................... 41
    Section 10.6.       Stay of Acceleration.................................................. 41
SECTION 11.         FUNDING INDEMNITY AND CHANGE IN CIRCUMSTANCES............................. 41
    Section 11.1.       Change in Capital Adequacy Requirements............................... 41
    Section 11.2.       Change of Law......................................................... 41
    Section 11.3.       Unavailability of Deposits or Inability to Ascertain Adjusted LIBOR... 42
    Section 11.4.       Taxes and Increased Costs............................................. 42
    Section 11.5.       Funding Indemnity..................................................... 43
    Section 11.6.       Lending Branch........................................................ 44
    Section 11.7.       Discretion of Bank as to Manner of Funding............................ 44
SECTION 12.         MISCELLANEOUS............................................................. 44
    Section 12.1.       Non-Business Days..................................................... 44
    Section 12.2.       No Waiver, Cumulative Remedies........................................ 44
    Section 12.3.       Amendments, Etc....................................................... 44
    Section 12.4.       Extensions of the Commitment.......................................... 44
    Section 12.5.       Costs and Expenses.................................................... 45
    Section 12.6.       Currency.............................................................. 46
    Section 12.7.       Currency Equivalence.................................................. 46
    Section 12.8.       Documentary Taxes..................................................... 47

</TABLE>


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<TABLE>
<CAPTION>
<S>                 <C>                                                                        <C>
    Section 12.9.       Survival of Representations........................................... 47
    Section 12.10.      Survival of Indemnities............................................... 47
    Section 12.11.      Notices............................................................... 47
    Section 12.12.      Construction.......................................................... 48
    Section 12.13.      Headings.............................................................. 48
    Section 12.14.      Severability of Provisions............................................ 48
    Section 12.15.      Counterparts.......................................................... 48
    Section 12.16.      Binding Nature, Governing Law, Etc.................................... 48
    Section 12.17.      Submission to Jurisdiction;  Waiver of Jury Trial..................... 48
Signature..................................................................................... 50
</TABLE>



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EXHIBIT A - Revolving Credit Note
EXHIBIT B - Borrowing Base Certificate
EXHIBIT C - Compliance Certificate
EXHIBIT D - Opinion of Borrowers' Counsel
EXHIBIT E - Form of Opinion of Borrowing Subsidiary's/Guarantors' Counsel
EXHIBIT F - Optional Currencies
EXHIBIT G - Form Of Guaranty Agreement
SCHEDULE 6.2 - Subsidiaries
SCHEDULE 8.10 - Foreign Overdraft Liens
SCHEDULE 8.11 - Permitted Liens



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<PAGE>   7




                                CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

     The undersigned, Comshare, Incorporated, a Michigan corporation (the
"Company"), and Comshare Limited, a private limited company organized under the
laws of England (the "Borrowing Subsidiary") (the Company and the Borrowing
Subsidiary being hereinafter referred to collectively as the "Borrowers" and
individually as a "Borrower"), hereby apply to you (the "Bank") to provide to
the Borrowers a revolving credit facility, all on and subject to the terms and
conditions set forth below.  Accordingly, this Agreement is executed and
delivered by the Borrowers to the Bank to set forth and confirm the terms and
conditions applicable to such credit facility and the covenants,
representations and warranties of the Borrowers to be made in connection
therewith.

SECTION 1. THE REVOLVING CREDIT.

     Section 1.1. Revolving Credit.  Subject to the terms and conditions
hereof, the Bank agrees to extend a revolving credit (the "Revolving Credit")
to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary
which may be availed of by each Borrower from time to time during the period
from and including the date hereof to but not including the Termination Date,
at which time the commitment of the Bank to extend credit under the Revolving
Credit shall expire.  The Revolving Credit may be utilized by each Borrower in
the form of loans (individually a "Loan" and collectively the "Loans") on a
revolving basis in U.S. Dollars and Optional Currencies, all as more fully
hereinafter set forth; provided, however, that the aggregate Original Dollar
Amount of Loans outstanding at any one time to the Borrowers (taken together)
shall not exceed the lesser of (x) $10,000,000 (such amount, as the same may be
reduced pursuant to Section 3.4 hereof, being hereinafter referred to as the
"Commitment") and (y) the Borrowing Base as then determined and computed.  Each
Loan shall be in a minimum amount of $100,000; provided, however, that Loans
which bear interest with reference to the Adjusted LIBOR shall be in such
greater amount as is required by Section 2.2 hereof.  The Loans shall be made
against and evidenced by a single promissory note of the Company and the
Borrowing Subsidiary, jointly and severally, in the form (with appropriate
insertions) attached hereto as Exhibit A (the "Note") payable to the order of
the Bank in the outstanding principal amount of the Loans.  The Note shall be
dated the date of issuance thereof, be expressed to bear interest as set forth
in Section 2 hereof, and be expressed to mature on the Termination Date.
Without regard to the principal amount of the Note stated on its face, the
actual principal amount



<PAGE>   8


at any time outstanding and owing by the Borrowers on account of the Note shall
be the sum of all Loans made hereunder (without regard to which Borrower such
Loans were made) less all payments of principal actually received by the Bank
on the Loans.  During the period from and including the date hereof to but not
including the Termination Date, each Borrower may use the Commitment by
borrowing, repaying and reborrowing Loans in whole or in part, all in
accordance with the terms and conditions of this Agreement.

     Section 1.2. Manner and Disbursement of Loans.  The Company (which is
acting on behalf of the Borrowers pursuant to Section 1.3 hereof) shall give
written or telephonic notice to the Bank (which notice shall be irrevocable
once given and, if given by telephone, shall be promptly confirmed in writing)
by no later than 11:00 a.m. (Chicago time) on the date a Borrower requests the
Bank to make a Loan hereunder to such Borrower.  Each such notice shall specify
the date of the Loan requested (which must be a Business Day), the amount of
such Loan and the Borrower to whom it is to be disbursed.  Each Loan shall
initially constitute part of the Domestic Rate Portion of the Note except to
the extent the Company (which is acting on behalf of the Borrowers pursuant to
Section 1.3 hereof) has otherwise timely elected that such Loan, or any part
thereof, constitute part of a Eurocurrency Portion as provided in Section 2
hereof.  The Borrowers agree that the Bank may rely upon any written or
telephonic notice given by any person the Bank in good faith believes is an
Authorized Representative without the necessity of independent investigation
and, in the event any telephonic notice conflicts with the written
confirmation, such telephonic notice shall govern if the Bank has acted in
reliance thereon.  Subject to the provisions of Section 7 hereof, the proceeds
of each Loan shall be made available to the relevant Borrower at the principal
office of the Bank in Chicago, Illinois, in immediately available funds, except
in the case of Eurocurrency Portions of Loans denominated in an Optional
Currency, which shall be made available at such office as the Bank has
previously notified to the Company, in such funds which are then customary for
the settlement of international transactions in such currency and no later than
such local time as is necessary for such funds to be received and transferred
to the relevant Borrower for same day value.

     Section 1.3. Appointment of Company as Agent for Borrowers.  Each Borrower
hereby irrevocably appoints the Company as its agent hereunder to make requests
on such Borrower's behalf under Section 1 hereof for Loans to be made to such
Borrower, to select on such Borrower's behalf the interest rate and (if
relevant) currency to be applicable under Section 2 hereof to Portions of Loans
made to such Borrower and to take any other action contemplated by the Loan
Documents with respect to credit extended hereunder to such Borrower.  The Bank
shall be entitled to conclusively presume that any action by the Company under
the Loan Documents is taken on behalf of either one or both of the Borrowers
whether or not the Company so indicates.

SECTION 2. INTEREST AND CHANGE IN CIRCUMSTANCES.


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     Section 2.1. Interest Rate Options.  (a) Subject to all of the terms and
conditions of this Section 2, portions of the principal indebtedness evidenced
by the Note (all of the indebtedness evidenced by the Note bearing interest at
the same rate for the same period of time being hereinafter referred to as a
"Portion" of the Note) may, at the option of the Company (which is acting on
behalf of the Borrowers pursuant to Section 1.3 hereof), bear interest with
reference to the Domestic Rate (the "Domestic Rate Portion") or with reference
to an Adjusted LIBOR ("Eurocurrency Portions"), and Portions may be converted
from time to time from one basis to another.  Eurocurrency Portions of the Note
may be denominated in either U.S. Dollars or an Optional Currency, but all
other Portions of the Note must be denominated in U.S. Dollars only.  All of
the indebtedness evidenced by the Note which is not part of a Eurocurrency
Portion shall constitute a single Domestic Rate Portion.  All of the
indebtedness evidenced by the Note which bears interest with reference to a
particular Adjusted LIBOR for a particular Interest Period shall constitute a
single Eurocurrency Portion.  There shall not be more than fifteen (15)
Eurocurrency Portions applicable to the Note outstanding at any one time.
Anything contained herein to the contrary notwithstanding, the obligation of
the Bank to create, continue or effect by conversion any Eurocurrency Portion
shall be conditioned upon the fact that at the time no Default or Event of
Default shall have occurred and be continuing.  The Borrowers hereby jointly
and severally promise to pay interest on each Portion of the Note at the rates
and times specified in this Section 2.

     (b) Domestic Rate Portion.  The Domestic Rate Portion shall bear interest
at the rate per annum determined by adding the Applicable Margin to the
Domestic Rate as in effect from time to time, provided that if the Domestic
Rate Portion of the Note or any part thereof is not paid when due (whether by
lapse of time, acceleration or otherwise), such Portion shall bear interest,
whether before or after judgment, until payment in full thereof at the rate per
annum determined by adding 2% to the interest rate which would otherwise be
applicable thereto from time to time.  Interest on the Domestic Rate Portion of
the Note shall be payable quarterly in arrears on the last Business Day of each
calendar quarter in each year and at maturity of the Note, and interest after
maturity (whether by lapse of time, acceleration or otherwise) shall be due and
payable upon demand.  Any change in the interest rate on each Domestic Rate
Portion resulting from a change in the Domestic Rate shall be effective on the
date of the relevant change in the Domestic Rate.

     (c) Eurocurrency Portions.  Each Eurocurrency Portion shall bear interest
for each Interest Period selected therefor at a rate per annum determined by
adding the Applicable Margin to the Adjusted LIBOR for such Interest Period,
provided that if any Eurocurrency Portion is not paid when due (whether by
lapse of time, acceleration or otherwise), such Portion shall bear interest,
whether before or after judgment, until payment in full thereof (i) if such
portion is denominated in U.S. Dollars, at the rate per annum determined by
adding 2% to the interest rate which would otherwise be applicable thereto
through the end of the Interest Period then

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applicable thereto, and effective at the end of such Interest Period such
Eurocurrency Portion shall automatically be converted into and added to the
Domestic Rate Portion of the Note and shall thereafter bear interest at the
interest rate applicable to such Domestic Rate Portion after default and (ii)
if such Portion is denominated in an Optional Currency, at the rate per annum
determined by adding 2% to the interest rate which would otherwise be
applicable thereto at the time of such default until the end of the Interest
Period applicable thereto and, thereafter, at a rate per annum equal to the sum
of the Applicable Margin plus 2% plus the Overnight Eurocurrency Rate.
Interest on each Eurocurrency Portion shall be due and payable on the last day
of each Interest Period applicable thereto and, with respect to any Interest
Period applicable to a Eurocurrency Portion in excess of 3 months, on the date
occurring every 3 months after the date such Interest Period began and at the
end of such Interest Period, and interest after maturity (whether by lapse of
time, acceleration or otherwise) shall be due and payable upon demand.  The
Company (which is acting on behalf of the Borrowers pursuant to Section 1.3
hereof) shall notify the Bank on or before 11:00 a.m. (Chicago time) on the
third Business Day (or, on the third Business Day in the case of a Eurocurrency
Portion denominated in U.S. Dollars) preceding the end of an Interest Period
applicable to a Eurocurrency Portion whether such Eurocurrency Portion is to
continue as a Eurocurrency Portion in the same currency, in which event the
Company (which is so acting on behalf of the Borrowers) shall notify the Bank
of the new Interest Period selected therefor, and in the event the Company
shall fail to so notify the Bank, such Eurocurrency Portion if denominated in
U.S. Dollars shall automatically be converted into and added to the Domestic
Rate Portion of the Note as of and on the last day of such Interest Period (and
the relevant Borrower shall be deemed to have requested such conversion) or if
denominated in an Optional Currency shall automatically as of the last day of
such Interest Period, be continued as a Eurocurrency Portion in the same amount
and in the same currency and with an Interest Period of 1 month (and the
relevant Borrower shall be deemed to have requested such continuance), subject
to Section 7 hereof.

     In the event the Company (which is acting on behalf of the Borrowers
pursuant to Section 1.3 hereof) requests the Bank create or continue, or
convert a Portion (an "Existing Portion") into, a Eurocurrency Portion
denominated in an Optional Currency and the Bank notifies the Company by no
later than 12:00 noon (Chicago time) on the date of such request that such
Optional Currency is not available to the Bank in a sufficient amount and for a
sufficient term to enable the Bank to create, continue or convert into such
Eurocurrency Portion, the relevant Borrower shall automatically be deemed to
have revoked its request for such Eurocurrency Portion and the Existing Portion
if denominated in U.S. Dollars shall automatically be converted into and added
to the Domestic Rate Portion of the Note as of and on the last day of the
Interest Period applicable thereto (and the relevant Borrower shall be deemed
to have requested such conversion) or if denominated in an Optional Currency
shall be repaid in full on the last day of such Interest Period.  Any Loan made
in an Optional Currency shall be advanced

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in such currency, and all payments of principal and interest thereon shall be
made in such Optional Currency.

     Section 2.2. Minimum Amounts.  Each Loan and each Portion of each Loan
shall be in a minimum amount of $100,000 except for Eurocurrency Portions.
Each Eurocurrency Portion denominated in U.S. Dollars shall be in a minimum
amount of $100,000 or such greater amount which is an integral multiple of
$10,000.  Each Eurocurrency Portion denominated in an Optional Currency shall
be in a minimum amount for which the U.S. Dollar Equivalent is $100,000 or such
greater amount which is an integral multiple 50,000 units of the relevant
currency or, solely in the case of a Eurocurrency Portion denominated in an
Optional Currency being continued in the same currency, if less, the same
amount of such currency.

     Section 2.3. Computation of Interest.  All interest on the Notes (except
for Eurocurrency Portions denominated in British Pound Sterling)  shall be
computed on the basis of a year of 360 days for the actual number of days
elapsed.  All interest on Eurocurrency Portions denominated in British Pound
Sterling shall be computed on the basis of a year of 365 or 366 days, as the
case may be.

     Section 2.4. Manner of Rate Selection.  Each Loan shall initially
constitute part of the Domestic Rate Portion of the Note except to the extent
the Company (which is acting on behalf of the Borrowers pursuant to Section 1.3
hereof) has otherwise timely elected otherwise as hereinafter set forth.  In
the event the relevant Borrower desires a Eurocurrency Portion be created,
continued or converted, the Company (which is acting on behalf of the Borrowers
pursuant to Section 1.3 hereof) shall notify the Bank by 11:00 a.m. (Chicago
time) at least three (3) Business Days prior to the date upon which the
relevant Borrower requests that any Eurocurrency Portion be created or that any
part of the Domestic Rate Portion be converted into a Eurocurrency Portion.
Each such notice shall specify in each instance the amount of the Portion being
created or converted and in the case of the creation of or conversion into any
Eurocurrency  Portion, the Interest Period selected therefor and in the case of
the creation of or conversion into any Eurocurrency Portion, the currency in
which such Portion is to be denominated.  If any request is made to convert a
Eurocurrency Portion into another type of Portion available hereunder, such
conversion shall only be made so as to become effective as of the last day of
the Interest Period applicable thereto.  All requests for the creation,
continuance and conversion of Portions under this Agreement shall be
irrevocable.  Such requests may be written or oral and the Bank is hereby
authorized to honor telephonic requests for creations, continuances and
conversions received by it from any person the Bank in good faith believes to
be an Authorized Representative without the necessity of independent
investigation, the Borrowers hereby jointly and severally indemnifying the Bank
from any liability or loss ensuing from so acting.


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<PAGE>   12

SECTION 3.  FEES, PREPAYMENTS, TERMINATIONS AND APPLICATIONS.

     Section 3.1.     Fees.

     (a) Closing Fee.  On the date hereof, the Borrowers shall pay to the Bank
a closing fee of $25,000, such fee to be deemed fully earned and non-refundable
upon the Bank's acceptance of this Agreement.

     (b) Commitment Fee.  For the period from and including the date hereof to
but not including the Termination Date, the Borrowers shall pay to the Bank a
commitment fee at a rate per annum equal at all times to the Applicable Margin
(computed on the basis of a year of 360 days for the actual number of days
elapsed) on the average daily unused portion of the Commitment.  Such
commitment fee shall be payable quarterly in arrears on the last Business Day
of each calendar quarter in each year (commencing on September 30, 1997) and on
the Termination Date.

     (c) Audit Fees.  The Borrowers shall pay to the Bank charges for audits of
the Collateral performed by the Bank or its agents or representatives in such
amounts as the Bank may from time to time request (the Bank acknowledging and
agreeing that such charges shall be computed reasonably and in the same manner
as it at the time customarily uses for the assessment of charges for similar
collateral audits); provided, however, that in the absence of any Default or
Event of Default, the Borrowers shall not be required to pay the Bank for more
than one such audit per calendar year.

     Section 3.2. Voluntary Prepayments.  (a) Each Borrower shall have the
privilege of prepaying without premium or penalty and in whole or in part (but
if in part, then in an amount not less than $100,000) the Domestic Rate Portion
of the Note at any time upon notice to the Bank prior to 11:00 a.m. (Chicago
time) on the date fixed for prepayment, each such prepayment to be made by the
payment of the principal amount to be prepaid and accrued interest thereon to
the date of prepayment.

     (b) Each Borrower may prepay any Eurocurrency  Portion of the Note only on
the last date of the then applicable Interest Period, in whole or in part (but
if such prepayment is in part, then such prepayment shall be: (i) if such
Portion is denominated in U.S. Dollars, in an amount not less than $100,000 or
such greater amount which is an integral multiple of $100,000, (ii) if such
Portion is denominated in an Optional Currency, an amount for which the U.S.
Dollar Equivalent is not less than $100,000 or such greater amount which is an
integral multiple of 100,000 units of the relevant currency and (iii) in all
cases in an amount such that the minimum amount required for Portions of such
type pursuant to Section 2.2 hereof without the necessity of any consent from
the Bank remains outstanding after giving effect to such prepayment) upon 3

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<PAGE>   13


Business Days' prior notice to the Bank (which notice shall be irrevocable once
given, must be received by the Bank no later than 10:00 a.m. (Chicago time) on
the fourth Business Day preceding the date of such prepayment, and shall
specify the principal amount to be repaid).  Any such prepayment shall be
effected by payment of the principal amount to be prepaid and accrued interest
thereon to the end of the applicable Interest Period.

     Section 3.3. Mandatory Prepayment.  The Borrowers covenant and agree that
if at any time the sum of the then aggregate Original Dollar Amount of Loans
then outstanding shall be in excess of the lesser of (x) the Borrowing Base as
then determined and computed or (y) the Commitment then in effect, the
Borrowers shall immediately and without notice or demand pay over the amount of
the amount of the excess to the Bank as and for a mandatory prepayment on Note
until payment in full thereof.  Each such prepayment shall be accompanied by
accrued interest on the amount prepaid to the date of prepayment plus any
amounts due to the Bank under Section 11.5 hereof.

     Section 3.4. Terminations.  The Company shall have the right at any time
and from time to time, upon 1 Business Day's prior notice to the Bank, to
terminate without premium or penalty and in whole or in part (but if in part,
then in an amount not less than $500,000) the Commitment, provided that the
Commitment may not be reduced to an amount less than the aggregate Original
Dollar Amount of the Loans then outstanding.  No termination of the Commitment
pursuant to this Section may be reinstated.

     Section 3.5. Place and Application of Payments.  All payments of
principal, interest, fees and all other Obligations payable hereunder and under
the other Loan Documents shall be made to the Bank at its office at 111 West
Monroe Street, Chicago, Illinois (or at such other place as the Bank may
specify) no later than 11:00 a.m. (Chicago time) on the date any such payment
is due and payable.  Payments received by the Bank after 11:00 a.m. (Chicago
time) shall be deemed received as of the opening of business on the next
Business Day.  All such payments shall be made (i) in the case of Obligations
payable in U.S. Dollars, in lawful money of the United States, immediately
available funds at the place of payment, or (ii) in the case of Obligations
payable in an Optional Currency, in such Optional Currency in such funds then
customary for the settlement of international transactions in such currency.
Unless the Company (which is acting on behalf of the Borrowers pursuant to
Section 1.3 hereof) otherwise directs, principal payments shall be applied
first to the Domestic Rate Portion of the Note until payment in full thereof,
with any balance applied to the Eurocurrency Portions of the Note in the order
in which their Interest Periods expire.

     Section 3.6. Notations.  Each Loan made against the Note, the status of
all amounts evidenced by the Note as constituting part of the relevant Domestic
Rate Portion or a Eurocurrency Portion, and, in the case of any Eurocurrency
Portion, the rates of interest and

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<PAGE>   14


Interest Periods applicable to such Portion and the currency in which such
Portion is denominated shall be recorded by the Bank on its books and records
or, at its option in any instance, endorsed on a schedule to the Note and the
unpaid principal balance and status, rates and Interest Periods so recorded or
endorsed by the Bank shall be prima facie evidence in any court or other
proceeding brought to enforce the Note of the principal amount remaining unpaid
thereon, the status of the Loan or Loans evidenced thereby and the interest
rates and Interest Periods applicable thereto and the currency in which such
Portion is repayable; provided that the failure of the Bank to record any of
the foregoing shall not limit or otherwise affect the obligation of the Company
to repay the principal amount of the Note together with accrued interest
thereon.  Prior to any negotiation of the Note, the Bank shall record on a
schedule thereto the status of all amounts evidenced thereby as constituting
part of the relevant Domestic Rate Portion or a Eurocurrency Portion, and, in
the case of any Eurocurrency Portion, the rates of interest and the Interest
Periods applicable thereto and the currency in which such Portion is
denominated.

     Section 3.7. Payments Free of Withholding.  All payments of principal,
interest, fees and all other Obligations payable hereunder and under the other
Loan Documents shall be made without set-off or counterclaim and without
reduction for, and free from, any and all present or future taxes, levies,
imposts, duties, fees, charges, deductions, withholdings, restrictions and
conditions of any nature (each, a "withholding") imposed by any government or
any political subdivision or taxing authority thereof (but excluding any taxes
imposed on or measured by the net income of the Bank).  If any such withholding
is so required, the Borrowers shall make the withholding, pay the amount
withheld to the appropriate governmental authority before penalties attach
thereto or interest accrues thereon and forthwith pay such additional amount as
may be necessary to ensure that the net amount actually received by the Bank
free and clear of such taxes (including such taxes on such additional amount)
is equal to the amount which the Bank would have received had such withholding
not been made.  If the Bank pays any amount in respect of any such taxes,
penalties or interest the Borrowers shall reimburse the Bank for that payment
on demand in the currency in which such payment was made.  If any Borrower pays
any such taxes, penalties or interest, it shall deliver official tax receipts
evidencing that payment or certified copies thereof to the Bank on or before
the thirtieth day after payment.

SECTION 4. COLLATERAL.

     Section 4.1. Personal Property Collateral from Company and each
Subsidiary.  The payment and performance of the Obligations shall be secured by
a first priority, perfected Lien on all of the Company's and each Subsidiary's
accounts and certain other related assets and property of the Company and each
Subsidiary, in each case whether now owned or held or hereafter acquired or
arising, pursuant to, among other things, that certain Security Agreement

                                      -14-

<PAGE>   15


dated as of even date herewith, as the same may be amended, modified or
supplemented from time to time (the "Security Agreement").

     Section 4.2. Foreign Security Documents  The payment and performance of
the Obligations shall also be secured by a first priority, perfected Lien on
the accounts and other related assets and properties of Comshare Canada,
Comshare UK and the Borrowing Subsidiary pursuant to the Foreign Security
Documents, in each case whether now owned or held or hereafter acquired or
arising.

     Section 4.3. Foreign Accounts.  Notwithstanding anything herein to the
contrary, neither the Company nor any Material Subsidiary need take such action
as shall be necessary or advisable to perfect, under the laws of any
jurisdiction outside the United States of America, Canada and the United
Kingdom, the Bank's Lien on any Foreign Account.

     Section 4.4. Stock Pledge.  The payment and performance of the Obligations
shall also be secured by a first priority, perfected Lien on the capital stock
held by the Company or any Subsidiary in each Subsidiary pursuant to that
certain Pledge Agreement dated as of even date herewith, as the same may be
amended, modified or supplemented from time to time (the "Pledge Agreement").
Notwithstanding the foregoing, neither the Company nor any Subsidiary shall be
required to pledge more than 65% of the issued and outstanding capital stock of
any Subsidiary that is organized under the laws of a jurisdiction outside the
United States of America.

     Section 4.5. Guarantees.  The payment and performance of the Obligations
shall be guaranteed by each Material Subsidiary (other than the Borrowing
Subsidiary) pursuant to a Guaranty Agreement duly executed by such Subsidiary.

     Section 4.6. Further Assurances.  The Company covenants and agrees that it
shall comply, and shall cause its Subsidiaries to comply, with all terms and
conditions of each of the Collateral Documents and that it shall, at any time
and from time to time as requested by the Bank, execute and deliver, and shall
cause its Subsidiaries to execute and deliver, such further instruments and do
such acts and things as the Bank may deem necessary or desirable to provide for
or protect or perfect the Lien of the Bank in the Collateral.

SECTION 5. DEFINITIONS; INTERPRETATION.

     Section 5.1. Definitions.  The following terms when used herein shall have
the following meanings:


                                      -15-

<PAGE>   16


     "Adjusted LIBOR" means a rate per annum determined by the Bank in
accordance with the following formula:

                       Adjusted LIBOR =            LIBOR
                                       ------------------------------
                                           100%-Reserve Percentage

"Reserve Percentage" means, for the purpose of computing Adjusted LIBOR, the
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental or other special reserves) imposed by the
Board of Governors of the Federal Reserve System (or any successor) under
Regulation D on "eurocurrency liabilities", as such term is defined in
Regulation D (or in respect of any other category of liabilities that includes
deposits by reference to which the interest rate on Eurocurrency Portions is
determined or any category of extension of credit or other assets that include
loans by non-United States offices of the Bank to United States residents), for
the applicable Interest Period as of the first day of such Interest Period, but
subject to any amendments to such reserve requirement by such Board or its
successor, and taking into account any transitional adjustments thereto
becoming effective during such Interest Period.  For purposes of this
definition, Eurocurrency Portions shall be deemed to be Eurocurrency
liabilities as defined in Regulation D without benefit of or credit for
prorations, exemptions or offsets under Regulation D.  "LIBOR" means, for each
Interest Period, (a) the LIBOR Index Rate for such Interest Period, if such
rate is available, and (b) if the LIBOR Index Rate cannot be determined, the
arithmetic average of the rate of interest per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) at which deposits in U.S. Dollars or
the relevant Optional Currency, as appropriate, in immediately available funds
are offered to the Bank at 11:00 a.m. (London, England time) two (2) Business
Days before the beginning of such Interest Period by major banks in the
interbank eurocurrency market for a period equal to such Interest Period and in
an amount equal or comparable to the applicable Eurocurrency Portion scheduled
to be outstanding from the Bank during such Interest Period.  "LIBOR Index
Rate" means, for any Interest Period, the rate per annum (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage point) for
deposits in U.S. Dollars or the relevant Optional Currency, as appropriate, for
a period equal to such Interest Period which appears on the appropriate
Telerate Page as of 11:00 a.m. (London, England time) on the date two (2)
Business Days before the commencement of such Interest Period.  "Telerate Page"
means the display designated on the Telerate Service (or such other page as may
replace Page 3750 on that service or such other service as may be nominated by
the British Bankers' Association as the information vendor for the purpose of
displaying British Bankers' Association Interest Settlement Rates for deposits
in U.S. Dollars or such Optional Currency, as the case may be) for the purpose
of displaying British Bankers' Association Interest Settlement Rates for
deposits of U.S. Dollars, currently displayed on Page 3750, or of the
appropriate Optional Currency.  Each determination of LIBOR made by the Bank
shall be conclusive and binding absent manifest error.


                                      -16-

<PAGE>   17


     "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise.

     "Agency Receivable" means an account receivable recognized by a Qualified
Comshare Company (in accordance with the Company's accounting practices as in
effect as of the date hereof) as owing by the relevant end-user arising from
the rendition of services sold to such end-user by a party which a Qualified
Comshare Company considers (in accordance with the Company's business practices
as in effect on the date hereof) as its agent (as opposed to its distributor).

     "Agreement" means this Credit Agreement, as the same may be amended,
modified or restated from time to time in accordance with the terms hereof.

     "Applicable Margin" with respect to Loans and the commitment fee payable
under Section 3.1 hereof shall mean the rate specified for such obligation
below, subject to quarterly adjustment as hereinafter provided:

<TABLE>
<CAPTION>
  When Following          Applicable              Applicable          Applicable
  Status Exists             Margin                  Margin            Margin For
     For any           For Domestic Rate          For LIBOR           Commitment
Determination Date       Portion Is:             Portions Is:         Fee Is:
<S>                      <C>                      <C>               <C>
Level I Status                0%                      1.00%             0.250%
Level II Status               0%                      1.50%             0.250%
Level III Status              0%                      1.75%             0.375%
</TABLE>

provided, however, that all of the foregoing is subject to the following:

           (i) the initial Applicable Margin in effect through the first
      Determination Date shall be the Applicable Margin for Level III Status;

           (ii) on or before the date that is ten (10) Business Days after the
      latest date by which the Company is required to deliver pursuant to
      Section 8.5 hereof a Compliance Certificate to the Bank for each
      quarterly fiscal period (such date that is ten (10) Business Days after
      the latest date by which the Company is required to deliver a Compliance

                                      -17-

<PAGE>   18


      Certificate to the Bank being herein referred to as the "Determination
      Date"), the Bank shall determine whether Level I Status, Level II Status
      or Level III Status (as each is hereinafter defined) exists as of the
      close of the applicable accounting period, based upon the Compliance
      Certificate and financial statements delivered to the Bank under Section
      8.5 hereof for such accounting period, and shall promptly notify the
      Company of such determination and of any change in the Applicable Margin
      resulting therefrom;

           (iii) any change in the Applicable Margin shall be effective as of
      such Determination Date, with such new Applicable Margin to continue in
      effect until the next Determination Date.  If the Company has not
      delivered a Compliance Certificate by the date such Compliance
      Certificate is required to be delivered under Section 8.5 hereof, until a
      Compliance Certificate is delivered before the next Determination Date,
      the Applicable Margin shall be the Applicable Margin for Level III
      Status.  If the Company subsequently delivers a Compliance Certificate
      before the next Determination Date, the Applicable Margin established by
      such Compliance Certificate shall take effect from the date ten (10)
      Business Days after the date of delivery and remain effective until the
      next Determination Date; and

           (iv) if and so long as any Event of Default has occurred and is
      continuing hereunder, notwithstanding anything herein to the contrary,
      the Applicable Margin shall be the Applicable Margin for Level III
      Status.

The Bank's determination of Level I Status, Level II Status or Level III Status
shall be conclusive and binding on the Borrowers except in the case of manifest
error or willful misconduct.

     "Authorized Representative" means those persons shown on the list of
officers provided by the Company pursuant to Section 7.2(a) hereof or on any
update of any such list provided by the Company to the Bank, or any further or
different officer of the any Borrower so named by any Authorized Representative
of any Borrower in a written notice to the Bank.

     "Bank" is defined in the introductory paragraph hereof.

     "Borrowing Base" means, as of any time it is to be determined, the sum of:

           (a) 80% of the then outstanding unpaid amount of Eligible Accounts
      other than Software Maintenance Receivables; plus

           (b) 70% of the then outstanding unpaid amount of Eligible Accounts
      consisting of Software Maintenance Receivables;


                                      -18-

<PAGE>   19


provided, however, that (i) not more than 30% of the Borrowing Base shall at
any time be attributable to Software Maintenance Receivables and (ii) the
Borrowing Base shall be computed only as against and on so much of the
Collateral as is included on the certificates to be furnished from time to time
by the Company pursuant to Section 8.5(a) hereof and, if required by the Bank
pursuant to any of the terms hereof or any Collateral Document, as verified by
such other evidence required to be furnished to the Bank pursuant hereto or
pursuant to any such Collateral Document, and (iii) the unpaid amount of each
Agency Receivable shall be computed net of (that is, after deducting therefrom)
any agency finder's fee, commission, broker's fee or similar amount accrued on
the books of the Company or any Subsidiary as a liability owed to the agent
with respect to such Agency Receivable.

     "Borrowers" means the Company and subject to Section 1.3 hereof, the
Borrowing Subsidiary, with (i) the term "Borrowers" to mean the Borrowers,
collectively, and, also, each individually, and (ii) all promises and covenants
(including promises to pay) and representations and warranties of and by the
Borrowers made in the Loan Documents or any instruments or documents delivered
pursuant thereto to be and constitute the joint and several promises,
covenants, representations and warranties of and by each and all of such
corporations.  The term "Borrower" appearing in such singular form shall be
deemed a reference to Company or the Borrowing Subsidiary unless the context in
which such term is used shall otherwise require.

     "Borrowing Subsidiary" is defined in the introductory paragraph hereof.

     "Business Day" means any day other than a Saturday or Sunday on which the
Bank is not authorized or required to close in Chicago, Illinois and, when used
with respect to Eurocurrency Portions, a day on which the Bank is also dealing
in United States Dollar deposits in London, England and Nassau, Bahamas and, if
the applicable Business Day relates to the borrowing or payment of a
Eurocurrency Portion denominated in an Optional Currency, on which banks and
foreign exchange markets are open for business in the city where disbursements
of or payments on such Portions are to be made.

     "Capital Lease" means any lease of Property which in accordance with GAAP
is required to be capitalized on the balance sheet of the lessee.

     "Capitalized Lease Obligation" means the amount of the liability shown on
the balance sheet of any Person in respect of a Capital Lease determined in
accordance with GAAP.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.


                                      -19-

<PAGE>   20


     "Collateral" means all properties, rights, interests and privileges from
time to time subject to the Liens granted to the Bank by the Collateral
Documents.

     "Collateral Documents" means the Security Agreement, the Pledge Agreement,
the Foreign Security Documents and all other mortgages, deeds of trust,
security agreements, assignments, financing statements and other documents as
shall from time to time secure the Obligations.

     "Commitment" is defined in Section 1.1 hereof.

     "Company" is defined in the introductory paragraph hereof.

     "Comshare Canada" means Comshare Limited, a corporation organized under
the laws of the Province of Ontario, Canada.

     "Comshare UK" means Comshare International Ltd., a private limited company
organized under the laws of England.

     "Comshare US" means Comshare (U.S.), Inc., a Michigan corporation.

     "Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Company or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

     "Default" means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.

     "Domestic Account" means each account receivable of a Qualified Comshare
Company on which the account debtor is located within the United States of
America.

     "Domestic Rate" means, for any day, the greater of (i) the rate of
interest announced by the Bank from time to time as its prime commercial rate,
as in effect on such day (it being understood and agreed that such rate may not
be the Bank's best or lowest rate); and (ii) the sum of (x) the rate determined
by the Bank to be the average (rounded upwards, if necessary, to the next
higher 1/100 of 1%) of the rates per annum quoted to the Bank at approximately
10:00 a.m. (Chicago time) (or as soon thereafter as is practicable) on such day
(or, if such day is not a Business Day, on the immediately preceding Business
Day) by two or more Federal funds brokers selected by the Bank for the sale to
the Bank at face value of Federal funds in an amount

                                      -20-

<PAGE>   21


equal or comparable to the principal amount owed to the Bank for which such
rate is being determined, plus (y) 1/2 of 1%.

     "Domestic Rate Portion" is defined in Section 2.1(a) hereof.

     "EBIT" means, with reference to any period, Net Income for such period
plus all amounts deducted in arriving at such Net Income amount in respect of
each of the following: (i) Interest Expense for such period and (ii) federal,
state and local income taxes for such period.  Solely for purposes of Section
8.9 hereof, EBIT shall be increased when being computed for any period which
includes the Company's fiscal quarter ending September 30, 1997 by up to
$1,500,000 of all amounts properly charged in accordance with GAAP for
restructuring or unusual charges during such quarter on the books of the
Company and its Subsidiaries.

     "EBITDAL" means, with reference to any period, EBIT for such period plus
(but without duplication all amounts deducted in arriving at such EBIT amount
in respect of each of the following:  (i) all amounts properly charged in
accordance with GAAP for depreciation of fixed assets and amortization of
intangible assets and capitalized software (net of software capitalized for the
period under FAS 86) during such period on the books of the Company and its
Subsidiaries and (ii) rental expense of the Company or any Subsidiary during
such period in respect of leases or similar arrangements (other than Capital
Leases) under which the Company or any Subsidiary is liable as a lessee.

     "Eligible Account" means each account receivable of each Qualified
Comshare Company that:

           (a) arises out of the rendition of services commenced (or, in the
      case of an account arising out of the provision of maintenance services,
      to be commenced within one Business Day of the date such account
      receivable first arose) by such Qualified Comshare Company under written
      contract with the account debtor to the extent necessary to obligate such
      account debtor on such account receivable, and such account receivable
      otherwise represents an amount finally due from such account debtor;

           (b) is a Domestic Account or a Qualified Foreign Account;

           (c) is the valid, binding and legally enforceable obligation of the
      account debtor obligated thereon and such account debtor is not (i) a
      Subsidiary or an Affiliate of the Company, (ii) a shareholder, director,
      officer or employee of the Company or any Subsidiary, (iii) the United
      States of America or any other country, or any state or political
      subdivision thereof, or any department, agency or instrumentality of any
      of the foregoing, unless the Company has complied with the Assignment of
      Claims Act or any

                                      -21-

<PAGE>   22


      similar legislation, as the case may be, to the satisfaction of the Bank,
      (iv) a debtor under any proceeding under the United States Bankruptcy
      Code, as amended, or any other comparable bankruptcy or insolvency law,
      or (v) an assignor for the benefit of creditors;

           (d) is not evidenced by an instrument or chattel paper unless the
      same has been endorsed and delivered to the Bank;

           (e) is an asset of such Qualified Comshare Company to which it has
      good and marketable title and is freely assignable;

           (f) is subject to a perfected, first priority Lien in favor of the
      Bank, and is free and clear of any other Liens;

           (g) is net of any credit or allowance given by such Qualified
      Comshare Company to such account debtor;

           (h) is not owing from an account debtor who is also a supplier of
      information systems or software services to the Company or any
      Subsidiary, and is not subject to any offset, counterclaim or other
      defense with respect thereto;

           (i) is (1) not unpaid more than 60 days after the due date in the
      original invoice furnished to the account debtor for such account
      receivable (which due date must be (A) not more than 30 days subsequent
      to the date of completion by such Qualified Comshare Company of those
      services (the "relevant services") whose performance obligated the
      account debtor to pay such account receivable or (B) to the extent
      comprising less than 50% of the Borrowing Base as then determined and
      computed, not more than six calendar months subsequent to the original
      invoice date for such account receivable) and (2) evidenced by an invoice
      bearing an original date not more than 10 days after the close of the
      calendar month within which the relevant services were fully performed;

           (j) is not owed by an account debtor who is obligated on accounts
      receivable owed to the Qualified Comshare Companies more than 50% of the
      aggregate unpaid balance of which have been past due for longer than the
      relevant period specified in subsection (i) above unless the Bank has
      approved the continued eligibility thereof; and

           (k) does not arise from a sale to an account debtor on a
      bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
      consignment or any other repurchase or return basis.


                                      -22-

<PAGE>   23


     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

     "Eurocurrency Portions"  is defined in Section 2.1(a) hereof.

     "Event of Default" means any event or condition identified as such in
Section 9.1 hereof.

     "Fixed Charge Coverage Ratio" means, as of any time the same is to be
determined, the ratio of (x) EBITDAL for the four most recently completed
fiscal quarters of the Company to (y) Fixed Charges for the same such period of
four fiscal quarters.

     "Fixed Charges" means, with reference to any period, the sum (but without
duplication) of (i) the aggregate amount of payments scheduled to be made by
the Company and its Subsidiaries during such period in respect of principal on
all long-term Indebtedness for Borrowed Money other than the Note (whether at
maturity, as a result of mandatory sinking fund redemption, mandatory
prepayment, or otherwise), plus (ii) the aggregate amount of rental charges and
other payments required to be made by the Company or any Subsidiary during such
period in respect of leases or similar arrangements (including without
limitation operating leases and Capital Leases) under which the Company or any
Subsidiary is liable as lessee, plus (iii) Net Interest Expense for such
period.

     "Foreign Security Documents" means (i) the General Debenture (Fixed and
Floating Charge) executed by the Bank, Comshare UK and the Borrowing Subsidiary
and (ii) the Security Agreement solely executed by Comshare Canada in
accordance with the laws of Canada.

     "Foreign Subsidiary" means each Subsidiary which is organized under the
laws of a jurisdiction outside the United States of America.

     "GAAP" means generally accepted accounting principles as in effect from
time to time, applied by the Company and its Subsidiaries on a basis consistent
with the preparation of the Company's most recent financial statements
furnished to the Bank pursuant to Section 6.4 hereof.

     "Guarantors" means each Subsidiary obligated on a Guaranty Agreement.

     "Guaranty Agreement"  means each guaranty executed by a Subsidiary in the
form, or substantially in the form, of Exhibit G hereto.

     "Indebtedness for Borrowed Money" means for any Person (without
duplication) (i) all indebtedness created, assumed or incurred in any manner by
such Person representing money

                                      -23-

<PAGE>   24


borrowed (including by the issuance of debt securities), (ii) all indebtedness
for the deferred purchase price of property or services (other than trade
accounts payable arising in the ordinary course of business), (iii) all
indebtedness secured by any Lien upon Property of such Person, whether or not
such Person has assumed or become liable for the payment of such indebtedness,
(iv) all Capitalized Lease Obligations of such Person and (v) all obligations
of such Person on or with respect to letters of credit, bankers' acceptances
and other extensions of credit whether or not representing obligations for
borrowed money.

     "Interest Expense" means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to
Capitalized Lease Obligations and all amortization of debt discount and
expense) of the Company and its Subsidiaries for such period determined in
accordance with GAAP.

     "Interest Period" means, with respect to any Eurocurrency Portion, the
period commencing on, as the case may be, the creation, continuation or
conversion date with respect to such Eurocurrency Portion and ending 1, 2, 3 or
6 months thereafter as selected by the Company acting on behalf of a Borrower
in its notice as provided herein; provided that all of the foregoing provisions
relating to Interest Periods are subject to the following:

           (i) if any Interest Period would otherwise end on a day which is not
      a Business Day, that Interest Period shall be extended to the next
      succeeding Business Day, unless the result of such extension would be to
      carry such Interest Period into another calendar month in which event
      such Interest Period shall end on the immediately preceding Business Day;

           (ii) no Interest Period may extend beyond the final maturity date of
      the Note;

           (iii) the interest rate to be applicable to each Portion for each
      Interest Period shall apply from and including the first day of such
      Interest Period to but excluding the last day thereof; and

           (iv) no Interest Period may be selected if after giving effect
      thereto a Borrower will be unable to make a principal payment scheduled
      to be made during such Interest Period without paying part of a
      Eurocurrency Portion on a date other than the last day of the Interest
      Period applicable thereto.

For purposes of determining an Interest Period, a month means a period starting
on one day in a calendar month and ending on a numerically corresponding day in
the next calendar month, provided, however, if an Interest Period begins on the
last day of a month or if there is no

                                      -24-

<PAGE>   25


numerically corresponding day in the month in which an Interest Period is to
end, then such Interest Period shall end on the last Business Day of such
month.

     "Level I Status" shall mean, for any Determination Date, that as of the
close of the accounting period with reference to which such Determination Date
was set, the Fixed Charge Coverage Ratio is greater than or equal to 2.50 to
1.0.

     "Level II Status" shall mean, for any Determination Date, that as of the
close of the accounting period with reference to which such Determination Date
was set, the Fixed Charge Coverage Ratio is less than 2.5 to 1.0 but greater
than 1.75 to 1.0.

     "Level III Status" shall mean, for any Determination Date, that as of the
close of the accounting period with reference to which such Determination Date
was set, the Fixed Charge Coverage Ratio is less than or equal to 1.75 to 1.0.

     "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of
a vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

     "Loan" is defined in Section 1.2 hereof.

     "Loan Documents" means this Agreement, the Note, each Subsidiary Guaranty
Agreement, the Collateral Documents and each other instrument or document to be
delivered hereunder or thereunder or otherwise in connection therewith.

     "Material Subsidiary" means (i) each Subsidiary other than a Non-Material
Subsidiary, (ii) each Subsidiary which is a Qualified Comshare Company and
(iii) the following other Subsidiaries:  (a) Comshare Holdings Company, an
unlimited liability company organized under the laws of England, (b) Comshare
S.A., a societe anonyme organized under the laws of France and (c) Comshare
GmbH, a limited liability company organized under the laws of the Federal
Republic of Germany.  Each Subsidiary shall be deemed a Material Subsidiary
unless and until the Company establishes to the Bank's reasonable satisfaction
that such Subsidiary is a Non-Material Subsidiary.

     "Net Income" means, with reference to any period, the net income (or net
loss) of the Company and its Subsidiaries for such period as computed on a
consolidated basis in accordance with GAAP.


                                      -25-

<PAGE>   26


     "Net Interest Expense" means, with reference to any period, the amount (if
any) by which Interest Expense during such period exceeds interest income of
the Company and its Subsidiaries for such period determined in accordance with
GAAP.

     "Net Worth" means, at any time the same is to be determined, the total
shareholders' equity (including capital stock, additional paid-in capital and
retained earnings after deducting treasury stock, but excluding minority
interests in Subsidiaries) which would appear on the balance sheet of the
Company and its Subsidiaries determined on a consolidated basis in accordance
with GAAP.

     "Non-Material Subsidiary" shall mean any Subsidiary (i) the revenues of
which for each of the five most recently completed fiscal years of the Company
(but in the case of Comshare South Pacific Pty Ltd., a private limited company
organized under the laws of Australia, for each such fiscal year of the Company
commencing on or after July 1, 1996) were less than $100,000 for each such
fiscal year and (ii) the consolidated total assets (excluding intercompany
receivables) of which as of the close of each such year were less than $100,000
as of each such date.

     "Note" is defined in Section 1.1 hereof.

     "Obligations" means all obligations of the Borrowers and either of them to
pay principal and interest on the Loans, all fees and charges payable
hereunder, and all other payment obligations of the Company arising under or in
relation to any Loan Document, in each case whether now existing or hereafter
arising, due or to become due, direct or indirect, absolute or contingent, and
howsoever evidenced, held or acquired.

     "Optional Currency" means each of the currencies designated on Exhibit F
hereto in each case for so long as such designated currency is freely
transferable and freely convertible to U.S. Dollars and the Dow Jones Telerate
Service or Reuters monitor Money Rates Service (or any successor to either)
reports a LIBOR for such currency for interest periods of one, two, three and
six calendar months.

     "Original Dollar Amount" means as of any time the same is to be determined
in relation to any Eurocurrency Portion denominated in an Optional Currency,
the U.S. Dollar Equivalent of such Portion on the first day of the Interest
Period then applicable to such Portion (the day on which such Portion was most
recently created, continued or effected by conversion).

     "Overnight Eurocurrency Rate" shall mean for a Eurocurrency Portion
denominated in an Optional Currency, the rate of interest per annum as
determined by the Bank (rounded upwards, if necessary, to the nearest whole
multiple of one-sixteenth of one percent (1/16 of 1%)) at which overnight or
weekend deposits of the appropriate currency (or, if such amount 

                                      -26-

<PAGE>   27


remains unpaid more than 3 Business Days, then for such period of time
not longer than 6 months as the Bank may elect in its absolute discretion) for
delivery in immediately available and freely transferable funds would be offered
by the Bank to major banks in the interbank market upon request of such major
banks for the applicable period as determined above and in an amount comparable
to the unpaid principal amount of such Portion (or, if the Bank is not placing
deposits in such currency in the interbank market, then the Bank's cost of funds
in such currency for such period).

     "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

     "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision
thereof.

     "Plan" means any employee pension benefit plan covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
that either (i) is maintained by a member of the Controlled Group for employees
of a member of the Controlled Group or (ii) is maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than
one employer makes contributions and to which a member of the Controlled Group
is then making or accruing an obligation to make contributions or has within
the preceding five plan years made contributions.

     "Pledge Agreement" is defined in Section 4.4 hereof.

     "Portion" is defined in Section 2.1(a) hereof.

     "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

     "Qualified Comshare Companies" means each of the Company, Comshare US,
Comshare Canada, the Borrowing Subsidiary and Comshare UK.

     "Qualified Foreign Account" means (i) each account receivable of a
Qualified Comshare Company on which the account debtor is located within Canada
or the United Kingdom and (ii) to the extent not aggregating in excess of
$15,000,000 at any time outstanding, each account receivable of a Qualified
Comshare Company owing by an account debtor which, by virtue of a license from
a Qualified Comshare Company, functions as a distributor for the products and
services of one or more of the Qualified Comshare Companies, without regard to
the location of such account debtor.


                                      -27-

<PAGE>   28


     "Revolving Credit" is defined in Section 1.2 hereof.

     "SEC" means the federal Securities and Exchange Commission, and any
successor thereto.

     "Security Agreement" is defined in Section 4.1 hereof.

     "Software Maintenance Receivable" means an account receivable arising from
the rendition of any one or more of the following services for computer
software:  maintenance, help line support, upgrading, bugfixing and
troubleshooting; provided, however, that Software Maintenance Receivables shall
not include the one-time lump sum due upon commencement of a contract entered
into by the Company or any Subsidiary in the ordinary course of its business as
presently conducted to license its computer software to an account debtor if
such contract obligates the Company or such Subsidiary without any additional
payment to render maintenance services for such account debtor for a period not
to exceed eighteen (18) calendar months from the commencement of such contract
and the principal purpose of such contract is to grant such license (not to
sell maintenance services).

     "Subordinated Debt" means indebtedness for borrowed money subordinated in
right of payment to the prior payment of the Obligations by written provisions
acceptable to the Bank in form and substance and otherwise pursuant to
documentation, in an amount, and containing interest rates, payment terms,
maturities, amortization schedules, covenants, defaults, remedies and other
material terms in form and substance satisfactory to the Bank

     "Subsidiary" means any corporation or other Person more than 50% of the
outstanding ordinary voting shares or other equity interests of which is at the
time directly or indirectly owned by the Company, by one or more of its
Subsidiaries, or by the Company and one or more of its Subsidiaries.

     "Termination Date" means September 30, 2000, or such earlier date on which
the Commitment is terminated in whole pursuant to Section 3.4, 9.2 or 9.3
hereof, or such later date to which the Termination Date is extended pursuant
to Section 12.4 hereof.

     "Unfunded Vested Liabilities" means, for any Plan at any time, the amount
(if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.


                                      -28-

<PAGE>   29


     "U.S. Dollar Equivalent" means the amount of U.S. Dollars which would be
realized by converting an Optional Currency into U.S. Dollars in the spot
market at the exchange rate quoted by the Bank, at approximately 11:00 a.m.
(London, England time) two Business Days prior to the date on which a
computation thereof is required to be made, to major banks in the interbank
foreign exchange market for the purchase of U.S. Dollars for such Optional
Currency.

     "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of ERISA.

     "Wholly-Owned Subsidiary" means a Subsidiary of which all of the issued
and outstanding shares of capital stock (other than directors' qualifying
shares as required by law) or other equity interests are owned by the Company
and/or one or more Wholly-Owned Subsidiaries within the meaning of this
definition.

     Section 5.2. Interpretation.  The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined.  The
words "hereof", "herein", and "hereunder" and words of like import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.  All references to time of day herein
are references to Chicago, Illinois time unless otherwise specifically
provided.  Where the character or amount of any asset or liability or item of
income or expense is required to be determined or any consolidation or other
accounting computation is required to be made for the purposes of this
Agreement, it shall be done in accordance with GAAP except where such
principles are inconsistent with the specific provisions of this Agreement.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

     The Company and Borrowing Subsidiary represent and warrant to the Bank as
follows (provided that the Borrowing Subsidiary is making such representations
and warranties only as to itself and its subsidiaries):

     Section 6.1. Organization and Qualification.  The Company is duly
organized, validly existing and in good standing as a corporation under the
laws of the State of Michigan, has full and adequate corporate power to own its
Property and conduct its business as now conducted, and is duly licensed or
qualified and in good standing in each jurisdiction in which the nature of the
business conducted by it or the nature of the Property owned or leased by it
requires such licensing or qualifying, except where the failure to be so
licensed or qualified would not (a) impair the validity or enforceability of,
or impair the ability of the Company to perform its obligations under, this
Agreement or any other Loan Document or (b) result in any material adverse
change in the financial condition, Properties, business or operations of the
Company or any Subsidiary.


                                      -29-

<PAGE>   30


     Section 6.2. Subsidiaries.  Each Subsidiary is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
incorporated or organized, as the case may be, has full and adequate power to
own its Property and conduct its business as now conducted, and is duly
licensed or qualified and in good standing in each jurisdiction in which the
nature of the business conducted by it or the nature of the Property owned or
leased by it requires such licensing or qualifying, except where the failure to
be so licensed or qualified would not (a) impair the validity or enforceability
of, or impair the ability of such Subsidiary to perform its obligations under,
this Agreement or any other Loan Document or (b) result in any material adverse
change in the financial condition, Properties, business or operations of the
Company or any Subsidiary.  Schedule 6.2 hereto identifies each Subsidiary, the
jurisdiction of its incorporation or organization, as the case may be, the
percentage of issued and outstanding shares of each class of its capital stock
or other equity interests owned by the Company and the Subsidiaries and, if
such percentage is not 100% (excluding directors' qualifying shares as required
by law), a description of each class of its authorized capital stock and other
equity interests and the number of shares of each class issued and outstanding.
All of the outstanding shares of capital stock and other equity interests of
each Subsidiary are validly issued and outstanding and fully paid and
nonassessable and all such shares and other equity interests indicated on
Schedule 6.2 as owned by the Company or a Subsidiary are owned, beneficially
and of record, by the Company or such Subsidiary free and clear of all Liens.
There are no outstanding commitments or other obligations of any Subsidiary to
issue, and no options, warrants or other rights of any Person to acquire, any
shares of any class of capital stock or other equity interests of any
Subsidiary.

     Section 6.3. Corporate Authority and Validity of Obligations.  Each
Borrower has full right and authority to make the borrowings herein provided
for such Borrower to make and to issue the Note delivered by such Borrower in
evidence of such borrowings.  Each Borrower and Subsidiary has full right and
authority to enter into the Loan Documents delivered by it, to grant to the
Bank the Liens described in the Collateral Documents delivered by it and to
perform all of its obligations under the Loan Documents delivered by it.  The
Loan Documents delivered by each Borrower and Subsidiary have been duly
authorized, executed and delivered by such Borrower or Subsidiary, as the case
may be, and constitute valid and binding obligations of such Borrower or
Subsidiary enforceable in accordance with their terms except as enforceability
may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting creditors' rights generally and general principles of equity
(regardless of whether the application of such principles is considered in a
proceeding in equity or at law); and the Loan Documents delivered by a Borrower
or Subsidiary do not, nor does the performance or observance by such Borrower
or Subsidiary, as the case may be, of any of the matters and things therein
provided for, contravene or constitute a default under any provision of law or
any judgment, injunction, order or decree binding upon such Borrower or
Subsidiary or any provision of the charter, articles of incorporation or
by-laws of such Borrower or Subsidiary or any covenant, indenture or

                                      -30-

<PAGE>   31


agreement of or affecting any Borrower or Subsidiary or any of its Properties,
or result in the creation or imposition of any Lien on any Property of any
Borrower or Subsidiary.

     Section 6.4. Use of Proceeds; Margin Stock.  Each Borrower shall use the
proceeds of the Loans made available hereunder solely for its general working
capital purposes and for such other legal and proper purposes as are consistent
with all applicable laws.  Neither the Company nor any Subsidiary is engaged in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System), and no part of the proceeds of any Loan made
hereunder will be used to purchase or carry any such margin stock or to extend
credit to others for the purpose of purchasing or carrying any such margin
stock.

     Section 6.5. Financial Reports.  The (i) consolidated balance sheet of the
Company and its Subsidiaries as at June 30, 1996, and the related consolidated
statements of income, retained earnings and cash flows of the Company and its
Subsidiaries for the fiscal year then ended, and accompanying notes thereto,
which financial statements are accompanied by the audit report of Arthur
Andersen LLP, independent public accountants, and (ii) unaudited interim
consolidated balance sheet of the Company and its Subsidiaries as at March 31,
1997, and the related consolidated statements of income, retained earnings and
cash flows of the Company and its Subsidiaries for the nine (9) months then
ended, and (iii) preliminary unaudited interim consolidated balance sheet of
the Company and its Subsidiaries as at June 30, 1997, and the related
consolidated statements of income, retained earnings and cash flows of the
Company and its Subsidiaries for the fiscal year then ended, all as heretofore
furnished to the Bank, fairly present in all material respects the consolidated
financial condition of the Company and its Subsidiaries as at said dates and
the consolidated results of their operations and cash flows for the periods
then ended in conformity with generally accepted accounting principles applied
on a consistent basis.  Neither the Company nor any Subsidiary has contingent
liabilities which are material to it other than as indicated on such financial
statements or, with respect to future periods, on the financial statements
furnished pursuant to Section 8.5 hereof.

     Section 6.6. Solvency, Etc.  On the date of the initial Loan hereunder,
(i) the assets of each Qualified Comshare Company, at a fair valuation, will
exceed its liabilities, including contingent liabilities, but in any event
excluding intercompany liabilities owed to the Company or any Subsidiary, (ii)
the remaining capital of such Qualified Comshare Company will not be
unreasonably small to conduct or in relation to its business or any transaction
in which it intends to engage, and (iii) such Qualified Comshare Company will
not have incurred debts, and does not intend to incur debts, beyond its ability
to pay such debts as they mature.  For purposes of this Section, "debt" means
any liability on a claim other than an intercompany claim against the Company
or any Subsidiary, and "claim" means (i) right to payment, whether or not such
right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, 

                                      -31-

<PAGE>   32


disputed, undisputed, legal, equitable, secured, or unsecured; or (ii)
right to an equitable remedy for breach of performance if such breach gives rise
to a payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured,
or unsecured.

     Section 6.7. No Material Adverse Change.  Since June 30, 1997, there has
been no change in the condition (financial or otherwise) or business prospects
of the Company or any Subsidiary except those occurring in the ordinary course
of business, none of which individually or in the aggregate have been
materially adverse.

     Section 6.8. Full Disclosure.  The statements and information furnished to
the Bank in connection with the negotiation of this Agreement and the other
Loan Documents and the commitment by the Bank to provide all or part of the
financing contemplated hereby do not contain any untrue statements of a
material fact or omit a material fact necessary to make the material statements
contained herein or therein not misleading, the Bank acknowledging that as to
any projections furnished to the Bank, the Company only represents that the
same were prepared on the basis of information and estimates the Company
believed to be reasonable.

     Section 6.9. Good Title.  The Company and its Subsidiaries each have good
and defensible title to their assets as reflected on the most recent
consolidated balance sheet  of the Company and its Subsidiaries furnished to
the Bank (except for sales of assets by the Company and its Subsidiaries in the
ordinary course of business), subject to no Liens other than such thereof as
are permitted by Section 8.12 hereof.

     Section 6.10. Litigation and Other Controversies.  Except as properly
disclosed in the Company's periodic filings with the SEC, there is no
litigation or governmental proceeding or labor controversy pending, nor to the
knowledge of the Company threatened, against the Company or any Subsidiary
which if adversely determined would (a) impair the validity or enforceability
of, or impair the ability of the Company to perform its obligations under, this
Agreement or any other Loan Document or (b) result in any material adverse
change in the financial condition, Properties, business or operations of the
Company or any Subsidiary.

     Section 6.11. Taxes.  All United States federal income tax returns, all
Michigan state income tax returns and all other material tax returns required
to be filed by the Company or any Subsidiary in any jurisdiction have, in fact,
been filed, and all federal income taxes, Michigan state income taxes and all
other material taxes, assessments, fees and other governmental charges upon the
Company or any Subsidiary or upon any of their respective Properties, income or
franchises, which are shown to be due and payable in such returns, have been
paid.  The Company does not know of any proposed additional tax assessment
against it or its Subsidiaries for which adequate provision in accordance with
GAAP has not been made on its accounts.

                                      -32-

<PAGE>   33


Adequate provisions in accordance with GAAP for taxes on the books of the
Company and each Subsidiary have been made for all open years, and for its
current fiscal period.

     Section 6.12. Approvals.  No authorization, consent, license, or exemption
from, or filing or registration with, any court or governmental department,
agency or instrumentality, nor any approval or consent of the stockholders of
the Company or any other Person, is or will be necessary to the valid
execution, delivery or performance by the Company of this Agreement or any
other Loan Document.

     Section 6.13. Affiliate Transactions.  Neither the Company nor any
Subsidiary is a party to any contracts or agreements with any of its Affiliates
(other than Wholly-Owned Subsidiaries) on terms and conditions which are less
favorable to the Company or such Subsidiary than would be usual and customary
in similar contracts or agreements between Persons not affiliated with each
other.

     Section 6.14. Investment Company.  Neither the Company nor any Subsidiary
is an "investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

     Section 6.15. ERISA.  The Company and each other member of its Controlled
Group has fulfilled its obligations under the minimum funding standards of and
is in compliance in all material respects with ERISA and the Code to the extent
applicable to it and has not incurred any liability to the PBGC or a Plan under
Title IV of ERISA other than a liability to the PBGC for premiums under Section
4007 of ERISA.  Neither the Company nor any Subsidiary has any contingent
liabilities with respect to any post-retirement benefits under a Welfare Plan,
other than liability for continuation coverage described in article 6 of Title
I of ERISA.

     Section 6.16. Compliance with Laws.  The Company and each of its
Subsidiaries are in compliance with the requirements of all federal, state and
local laws, rules and regulations applicable to or pertaining to their
Properties or business operations (including, without limitation, the
Occupational Safety and Health Act of 1970, the Americans with Disabilities Act
of 1990, and laws and regulations establishing quality criteria and standards
for air, water, land and toxic or hazardous wastes and substances),
non-compliance with which could have a material adverse effect on the financial
condition, Properties, business or operations of the Company or any Subsidiary.
Neither the Company nor any Subsidiary has received notice to the effect that
its operations are not in compliance with any of the requirements of applicable
federal, state or local environmental, health and safety statutes and
regulations or are the subject of any governmental investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial

                                      -33-

<PAGE>   34


action could have a material adverse effect on the financial condition,
Properties, business or operations of the Company or any Subsidiary.

     Section 6.17. Other Agreements.  Neither the Company nor any Subsidiary is
in default under the terms of any covenant, indenture or agreement of or
affecting the Company, any Subsidiary or any of their Properties, which default
if uncured would have a material adverse effect on the financial condition,
Properties, business or operations of the Company or any Subsidiary.

     Section 6.18. No Default.  No Default or Event of Default has occurred and
is continuing.

SECTION 7. CONDITIONS PRECEDENT.

     The obligation of the Bank to make any Loan under this Agreement is
subject to the following conditions precedent:

     Section 7.1. All Advances.  As of the time of the making of each extension
of credit (including the initial extension of credit) hereunder:

           (a) each of the representations and warranties set forth in Section
      6 hereof and in the other Loan Documents shall be true and correct as of
      such time, except to the extent the same expressly relate to an earlier
      date;

           (b) the relevant Borrower's request for such credit shall be made in
      full compliance with all of the terms and conditions of Sections 1 and 2
      of this Agreement, and no Default or Event of Default shall have occurred
      and be continuing or would occur as a result of making such extension of
      credit;

           (c) in the case of any request for a Loan, after giving effect to
      such extension of credit, neither the aggregate U.S. Dollar Equivalent
      nor the aggregate Original Dollar Amount of all Loans outstanding under
      this Agreement shall exceed the lesser of (i) the Commitment and (ii)
      the Borrowing Base;

           (d) such extension of credit shall not violate any order, judgment
      or decree of any court or other authority or any provision of law or
      regulation applicable to the Bank (including, without limitation,
      Regulation U of the Board of Governors of the Federal Reserve System) as
      then in effect.


                                      -34-

<PAGE>   35


A Borrower's request for any Loan shall constitute its warranty as to the facts
specified in subsections (a) through (c), both inclusive, above.

     Section 7.2. Initial Advance.  At or prior to the making of the initial
extension of credit hereunder, the following conditions precedent shall also
have been satisfied:

           (a) the Bank shall have received the following (each to be properly
      executed and completed) and the same shall have been approved as to form
      and substance by the Bank:

                 (i) the Note;

                 (ii) a Guaranty from each of the following:

                       (a) Comshare UK

                       (b) Comshare Holdings Company, an unlimited liability
                  company organized under the laws of England

                       (c) Comshare Canada

                       (d) Comshare S.A., a limited liability company organized
                  under the laws of France and

                       (e) Comshare GmbH, a limited liability company organized
                  under the laws of the Federal Republic of Germany;

                 (iii)  the Security Agreement, the Pledge Agreement and the
            other Collateral Documents requested by the Bank, together with any
            financing statements requested by the Bank in connection therewith;

                 (iv)   an incumbency certificate containing the name, title and
            genuine signatures of the Authorized Representatives;

                 (v)    a payoff letter from NBD Bank in which it states the
            amount necessary for the Company to repay in full all obligations
            owed it and agrees to release its collateral for such obligations
            immediately upon its receipt of such payoff amount;


                                      -35-

<PAGE>   36


                 (vi)   copies of the most recent drafts of the Company's Form
            10-K for its fiscal year ended June 30, 1997;

                 (vii)  evidence of insurance required by Section 8.4 hereof;
            and

                 (viii) a list of all bank accounts of the Company and its
            Subsidiaries, together with such information as the Bank shall
            reasonably request to determine the use of such accounts;

           (b) the Bank shall have completed such field audits and received
      such valuations and certifications as it may require in order to satisfy
      itself as to the value of the Collateral, the financial condition of the
      Company and its Subsidiaries, and the lack of material contingent
      liabilities of the Company and its Subsidiaries;

           (c) legal matters incident to the execution and delivery of this
      Agreement and the other Loan Documents and to the transactions
      contemplated hereby shall be satisfactory to the Bank and its counsel;

           (d) the Bank shall have received the favorable written opinion of
      counsel for the Company in the form of Exhibit D hereto;

           (e) The Bank shall have received an opinion of counsel acceptable to
      the Bank for each Qualified Comshare Company which is a Foreign
      Subsidiary, substantially in the form of Exhibit E hereto (with
      appropriate assumptions, exceptions and qualifications reasonably
      acceptable to the Bank reflecting the laws of the relevant jurisdiction)
      and covering such additional matters as the Bank may reasonably request;

           (f) The Bank shall have received (i) certified copies of resolutions
      of the Board of Directors (or comparable authorizing documents) of each
      Borrower and Guarantor authorizing its execution, delivery and
      performance of each Loan Document delivered by such Borrower or
      Guarantor, indicating the authorized signers thereof and all other
      documents relating thereto and the specimen signatures of such signers
      and (ii) copies of each Borrower's and Guarantor's charter and by-laws
      (or other comparable constituent documents) certified by the Secretary or
      other appropriate officer of such Borrower or Guarantor together with (if
      available in the relevant jurisdiction) a certificate of good standing
      (or similar document) certified as of a date within 30 days of the date
      hereof by the appropriate governmental officer in the jurisdiction of
      such Borrower's or Guarantor's incorporation.


                                      -36-

<PAGE>   37


           (g) the Bank shall have received a Borrowing Base Certificate in the
      form attached hereto as Exhibit B showing the computation of the
      Borrowing Base in reasonable detail as of the close of business as of the
      last day of the calendar month most recently completed prior to the
      making of the initial extension of credit hereunder;

           (h) the Liens granted to the Bank under the Collateral Documents
      shall have been perfected in a manner satisfactory to the Bank and its
      counsel; and

           (i) the Bank shall have received such other agreements, instruments,
      documents, certificates and opinions as the Bank may reasonably request.

SECTION 8. COVENANTS.

     Each Borrower agrees that, so long as any credit is available to or in use
by any Borrower hereunder, except to the extent compliance in any case or cases
is waived in writing by the Bank (except that the Borrowing Subsidiary is
making such agreements only as to itself and its subsidiaries):

     Section 8.1. Maintenance of Business.  The Company shall, and shall cause
each Subsidiary to, preserve and maintain its existence.  The Company shall,
and shall cause each Subsidiary to, preserve and keep in force and effect all
licenses, permits and franchises necessary to the proper conduct of its
business except where the failure to do so would not (a) impair the validity or
enforceability of, or impair the ability of the Company or any Subsidiary to
perform its obligations under, this Agreement or any other Loan Document or (b)
result in any material adverse change in the financial condition, Properties,
business or operations of the Company or any Subsidiary.

     Section 8.2. Maintenance of Properties.  The Company shall maintain,
preserve and keep its property, plant and equipment in good repair, working
order and condition (ordinary wear and tear excepted) and shall from time to
time make all needful and proper repairs, renewals, replacements, additions and
betterments thereto so that at all times the efficiency thereof shall be fully
preserved and maintained, and shall cause each Subsidiary to do so in respect
of Property owned or used by it.

     Section 8.3. Taxes and Assessments.  The Company shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all
federal income taxes, Michigan state income taxes and other material taxes,
rates, assessments, fees and governmental charges upon or against it or its
Properties, in each case before the same become delinquent and before penalties
accrue thereon, unless and to the extent that the same are being contested in
good faith

                                      -37-

<PAGE>   38


and by appropriate proceedings which prevent enforcement of the matter under
contest and adequate reserves are provided therefor.

     Section 8.4. Insurance.  The Company shall insure and keep insured, and
shall cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Company shall insure, and shall cause each Subsidiary to
insure, such other hazards and risks (including employers' and public liability
risks) with good and responsible insurance companies as and to the extent
usually insured by Persons similarly situated and conducting similar
businesses.  The Company shall in any event maintain, and shall cause its
Subsidiaries to maintain in any event, insurance on the Collateral to the
extent required by the Collateral Documents.  The Company shall upon request
furnish to the Bank a certificate setting forth in summary form the nature and
extent of the insurance maintained pursuant to this Section.

     Section 8.5. Financial Reports.  The Company shall on a consolidated basis
maintain a standard system of accounting in accordance with GAAP.  The Company
shall furnish, and shall cause each Subsidiary to furnish to, the Bank and its
duly authorized representatives such information respecting the business and
financial condition of the Company and its Subsidiaries as the Bank may
reasonably request; and without any request, the Company shall furnish to the
Bank:

           (a) as soon as available, and in any event within fifteen (15) days
      after the last day of each calendar month, a Borrowing Base Certificate
      in the form attached hereto as Exhibit B showing the computation of the
      Borrowing Base in reasonable detail as of the close of business on the
      last day of such month, together with an accounts receivable aging
      (broken down on a company-by-company basis and setting forth Software
      Maintenance Receivables separately), prepared by the Company and
      certified to by its chief financial officer or another officer of the
      Company satisfactory to the Bank;

           (b) as soon as available, and in any event within forty-five (45)
      days after the close of each calendar quarter, a copy of the consolidated
      and consolidating balance sheet of the Company and its Subsidiaries as of
      the last day of such period and the consolidated and consolidating
      statement of income and consolidated statements of cash flows and changes
      in and reconciliation of equity accounts of the Company and its
      Subsidiaries for the quarter and the fiscal year-to date period then
      ended, each in reasonable detail showing in comparative form the figures
      for the corresponding date and period in the previous fiscal year,
      prepared by the Company in accordance with GAAP and certified to by its
      chief financial officer or another officer of the Company satisfactory to
      the Bank;


                                      -38-

<PAGE>   39


           (c) as soon as available, and in any event within ninety days after
      the close of each annual accounting period of the Company, a copy of the
      consolidated  and consolidating balance sheet of the Company and its
      Subsidiaries as of the close of such period and the consolidated and
      consolidating statement of income and consolidated statements of cash
      flows and changes in and reconciliation of equity accounts of the Company
      and its Subsidiaries for such period, and accompanying notes thereto,
      each in reasonable detail showing in comparative form the figures for the
      previous fiscal year, accompanied by an unqualified opinion thereon of
      Arthur Anderson LLP or another firm of independent public accountants of
      recognized standing, selected by the Company and satisfactory to the
      Bank, to the effect that the financial statements have been prepared in
      accordance with GAAP and present fairly in all material respects in
      accordance with GAAP the consolidated financial condition of the Company
      and its Subsidiaries as of the close of such fiscal year and the results
      of their operations and cash flows for the fiscal year then ended and
      that an examination of such accounts in connection with such financial
      statements has been made in accordance with generally accepted auditing
      standards and, accordingly, such examination included such tests of the
      accounting records and such other auditing procedures as were considered
      necessary in the circumstances;

           (d) promptly after receipt thereof, any additional written reports,
      management letters or other detailed information contained in writing
      concerning significant aspects of the Company's or any Subsidiary's
      operations and financial affairs given to it by its independent public
      accountants;

           (e) promptly after the sending or filing thereof, copies of all
      proxy statements, financial statements and reports the Company sends to
      its shareholders, and copies of all other regular, periodic and special
      reports and all registration statements the Company files with the SEC or
      any successor thereto (including without limitation Forms 10-Q and 10-K),
      or with any national securities exchanges;

           (f) within ten (10) days after its submission to the Company's board
      of directors for approval, a copy of the Company's consolidated strategic
      plan and annual budget for such fiscal year, such business plan to show
      the Company's projected consolidated revenues, expenses, and balance
      sheet on quarter-by-quarter basis in reasonable detail, prepared by the
      Company and in form reasonably satisfactory to the Bank; and

           (g) promptly after knowledge thereof shall have come to the
      attention of any responsible officer of the Company, written notice of
      any threatened or pending litigation or governmental proceeding or labor
      controversy against the Company or any Subsidiary

                                      -39-

<PAGE>   40


      which, if adversely determined, would materially and adversely effect the
      financial condition, Properties, business or operations of the Company or
      any Subsidiary or of the occurrence of any Default or Event of Default
      hereunder.

Each of the financial statements furnished to the Bank pursuant to subsections
(b) and (c) of this Section shall be accompanied by a written certificate in
the form attached hereto as Exhibit C signed by the chief financial officer of
the Company or another officer of the Company satisfactory to the Bank, in each
case on behalf of the Company, to the effect that to the best of such officer's
knowledge and belief no Default or Event of Default has occurred during the
period covered by such statements or, if any such Default or Event of Default
has occurred during such period, setting forth a description of such Default or
Event of Default and specifying the action, if any, taken by the Company to
remedy the same.  Such certificate shall also set forth the calculations
supporting such statements in respect of Sections 8.7, 8.8 and 8.9 of this
Agreement.

     Section 8.6. Inspection.  The Company shall, and shall cause each
Subsidiary to, permit the Bank and its duly authorized representatives and
agents to visit and inspect any of the Properties, corporate books and
financial records of the Company and each Subsidiary, to examine and make
copies of the books of accounts and other financial records of the Company and
each Subsidiary, and to discuss the affairs, finances and accounts of the
Company and each Subsidiary with, and to be advised as to the same by, its
officers, employees and independent public accountants (and by this provision
the Company hereby authorizes such accountants to discuss with the Bank the
finances and affairs of the Company and of each Subsidiary) at such reasonable
times and reasonable intervals as the Bank may designate.

     Section 8.7. Net Worth.  The Company shall not, as of the last day of each
calendar quarter, permit Net Worth to be less than the Minimum Required Amount.
For purposes of this Section, the term "Minimum Required Amount" shall mean as
of any time for which the same is to be determined, (i) $26,000,000 from
September 30, 1997 through and including March 31, 1998, (ii) $28,000,000
thereafter and through and including June 30, 1998 and (iii) shall increase
(but never decrease) as of July 1, 1998 and each July 1 thereafter by an amount
(if positive) equal to 50% of Net Income for the then most recently completed
fiscal year of the Company.

     Section 8.8. Fixed Charge Coverage Ratio.  The Company shall not, as of
each date set forth below (commencing on September 30, 1998), permit the Fixed
Charge Coverage Ratio to be less than:

                                                       FIXED CHARGE COVERAGE
                     AS OF:                        RATIO SHALL NOT BE LESS THAN:

                     9/30/98                                 1.25 to 1



                                      -40-

<PAGE>   41

   12/31/98 and last day of each calendar quarter            1.50 to 1
         through and including 6/30/99                                

          9/30/99 and last day of each                       1.75 to 1
           calendar quarter thereafter                       

     Section 8.9. Minimum EBIT.  The Company will earn an EBIT for each period
set forth below in an amount not less than indicated below for such period:

<TABLE>
<CAPTION>
                                                 EBIT FOR SUCH PERIOD SHALL 
        DURING THE PERIOD                             NOT BE LESS THAN:
<S>                                <C>               <C>
The three calendar months ending   9/30/97               -$4,500,000
The six calendar months ending     12/31/97              -$4,350,000
The nine calendar months ending    3/31/98               -$4,430,000
The twelve calendar months ending  6/30/98               -$1,940,000
</TABLE>

     Section 8.10. Indebtedness for Borrowed Money.  The Company shall not, nor
shall it permit any Subsidiary to, issue, incur, assume, create or have
outstanding any Indebtedness for Borrowed Money; provided, however, that the
foregoing shall not restrict nor operate to prevent:

           (a) the Obligations of the Company owing to the Bank and other
      indebtedness and obligations of the Company or any Subsidiary from time
      to time owing to the Bank;

           (b) purchase money indebtedness and Capitalized Lease Obligations
      secured by Liens permitted by Section 8.11(e) hereof in an aggregate
      amount not to exceed $3,000,000 at any one time outstanding;

           (c) the overdraft facilities of the Foreign Subsidiaries described
      on Schedule 8.10 hereto; and

           (d) other unsecured indebtedness not otherwise permitted by this
      Section in an aggregate amount not to exceed $250,000 at any one time
      outstanding.

     Section 8.11. Liens.  The Company shall not, nor shall it permit any
Subsidiary to, create, incur or permit to exist any Lien of any kind on any
Property owned by the Company or any Subsidiary; provided, however, that the
foregoing shall not apply to nor operate to prevent:


                                      -41-

<PAGE>   42


           (a) Liens arising by statute in connection with worker's
      compensation, unemployment insurance, old age benefits, social security
      obligations, taxes, assessments, statutory obligations or other similar
      charges, good faith cash deposits in connection with tenders, contracts
      or leases to which the Company or any Subsidiary is a party or other cash
      deposits required to be made in the ordinary course of business, provided
      in each case that the obligation is not for borrowed money and that the
      obligation secured is not overdue or, if overdue, is being contested in
      good faith by appropriate proceedings which prevent enforcement of the
      matter under contest and adequate reserves have been established
      therefor;

           (b) mechanics', workmen's, materialmen's, landlords', carriers', or
      other similar Liens arising in the ordinary course of business with
      respect to obligations which are not due or which are being contested in
      good faith by appropriate proceedings which prevent enforcement of the
      matter under contest;

           (c) the pledge of assets for the purpose of securing an appeal, stay
      or discharge in the course of any legal proceeding, provided that the
      aggregate amount of liabilities of the Company and its Subsidiaries
      secured by a pledge of assets permitted under this subsection, including
      interest and penalties thereon, if any, shall not be in excess of
      $500,000 at any one time outstanding;

           (d) the Liens granted in favor of the Bank pursuant to the
      Collateral Documents;

           (e) Liens on property of the Company or any of its Subsidiaries
      created solely for the purpose of securing indebtedness permitted by
      Section 8.10(b) hereof, representing or incurred to finance, refinance or
      refund the purchase price of Property, provided that no such Lien shall
      extend to or cover other Property of the Company or such Subsidiary other
      than the respective Property so acquired, and the principal amount of
      indebtedness secured by any such Lien shall at no time exceed the
      original purchase price of such Property;

           (f) any interest or title of the lessor in the Property subject to
      any operating lease entered into by the Company or any Subsidiary in the
      ordinary course of business; and

           (g) Liens described on Schedule 8.11 hereto.

     Section 8.12. Investments, Acquisitions, Loans, Advances and Guaranties.
The Company shall not, nor shall it permit any Subsidiary to, directly or
indirectly, make, retain or

                                      -42-

<PAGE>   43


have outstanding any investments (whether through purchase of stock or
obligations or otherwise) in, or loans or advances (other than for travel
advances and other similar cash advances made to employees in the ordinary
course of business) to, any other Person, or acquire all or any substantial
part of the assets or business of any other Person or division thereof, or be
or become liable as endorser, guarantor, surety or otherwise for any debt,
obligation or undertaking of any other Person, or otherwise agree to provide
funds for payment of the obligations of another, or supply funds thereto or
invest therein or otherwise assure a creditor of another against loss, or apply
for or become liable to the issuer of a letter of credit which supports an
obligation of another, or subordinate any claim or demand it may have to the
claim or demand of any other Person; provided, however, that the foregoing
shall not apply to nor operate to prevent:

           (a) investments in direct obligations of the United States of
      America or of any agency or instrumentality thereof whose obligations
      constitute full faith and credit obligations of the United States of
      America, provided that any such obligations shall mature within one year
      of the date of issuance thereof;

           (b) investments in commercial paper rated at least P-1 by Moody's
      Investors Services, Inc. and at least A-1 by Standard & Poor's
      Corporation maturing within 270 days of the date of issuance thereof;

           (c) investments in certificates of deposit issued by any United
      States commercial bank having capital and surplus of not less than
      $100,000,000 which have a maturity of one year or less;

           (d) investments by the Company in Property which (i) the Company's
      board of directors reasonably and in good faith determines are cash
      equivalents or short-term, liquid, marketable investments and (ii) is
      consistent with the Company's then current investment policy as disclosed
      to the Bank;

           (e) endorsement of items for deposit or collection of commercial
      paper received in the ordinary course of business;

           (f) investments by the Company and its Subsidiaries in, and
      intercompany loans and advances by the Company and its Subsidiaries to,
      the Borrowers and Guarantors, provided (i) each such investment, loan and
      advance is made by the Company or any Subsidiary in the ordinary course
      of its business as presently conducted and (ii) each such investment,
      loan or advance is made exclusively for any one or more of the following
      purposes:  (x) repatriation to the United States of earnings of the
      Company and its Subsidiaries, (y) minimizing the overall income tax
      liabilities of the Company and

                                      -43-

<PAGE>   44


      its Subsidiaries or (z) financing short term working capital needs
      arising in the ordinary course of the Borrower or Guarantor receiving
      such investment, loan or advance;

           (g) the currently outstanding loans by the Company to certain
      executives and former executives of the Company provided the principal
      amount of the same does not aggregate not more than $1,200,000;

           (h) advances by the Company and its Subsidiaries in the ordinary
      course of their respective businesses to their employees to finance such
      employees' acquisition of computer software and hardware provided the
      same aggregate not more than $500,000 at any one time outstanding; and

           (i) other investments, loans and advances not otherwise permitted by
      this Section in an aggregate amount not to exceed $500,000 at any one
      time outstanding.

In determining the amount of investments, acquisitions, loans, advances and
guarantees permitted under this Section, investments and acquisitions shall
always be taken at the original cost thereof (regardless of any subsequent
appreciation or depreciation therein), loans and advances shall be taken at the
principal amount thereof then remaining unpaid, and guarantees shall be taken
at the amount of obligations guaranteed thereby.

     Section 8.13. Mergers, Consolidations and Sales.  The Company shall not,
nor shall it permit any Subsidiary to, be a party to any merger or
consolidation, or sell, transfer, lease or otherwise dispose of all or any
substantial part of its Property, including any disposition of Property as part
of a sale and leaseback transaction, or in any event sell or discount (with or
without recourse) any of its notes or accounts receivable; provided, however,
that this Section shall not apply to nor operate to prevent (x) the Company or
any Subsidiary from selling its inventory in the ordinary course of its
business or (y) any Subsidiary (other than a Qualified Company) from merging
into any Wholly-Owned Subsidiary.  The term "substantial"  as used herein shall
mean the sale, lease or other disposition of Property of the Company and its
Subsidiaries in one or more transactions during any fiscal year and having a
fair market value aggregating more than 10% of Net Worth as of the last day of
the immediately preceding fiscal quarter.

     Section 8.14. Dividends and Certain Other Restricted Payments.  The
Company shall not during any fiscal year (a) declare or pay any dividends on or
make any other distributions in respect of any class or series of its capital
stock (other than dividends payable solely in its capital stock) or (b)
directly or indirectly purchase, redeem or otherwise acquire or retire any of
its capital stock or warrants or options to acquire such capital stock;
provided, however, that the foregoing shall neither apply to nor operate to
prevent:


                                      -44-

<PAGE>   45


           (a) the Company's acceptance and acquisition of its capital stock as
      repayment from the borrowers of the loans to them permitted by Section
      8.12(g) hereof; and

           (b) the Company's payment of up to $150,000 to T. Wallace Wrathall
      ("Wrathall") to repurchase stock options awarded to Wrathall by the
      Company.

     Section 8.15. ERISA.  The Company shall, and shall cause each Subsidiary
to, promptly pay and discharge all obligations and liabilities arising under
ERISA of a character which if unpaid or unperformed might result in the
imposition of a Lien against any of its Properties.  The Company shall, and
shall cause each Subsidiary to, promptly notify the Bank of (i) the occurrence
of any reportable event (as defined in ERISA) with respect to a Plan, (ii)
receipt of any notice from the PBGC of its intention to seek termination of any
Plan or appointment of a trustee therefor, (iii) its intention to terminate or
withdraw from any Plan, and (iv) the occurrence of any event with respect to
any Plan which would result in the incurrence by the Company or any Subsidiary
of any material liability, fine or penalty, or any material increase in the
contingent liability of the Company or any Subsidiary with respect to any
post-retirement Welfare Plan benefit.

     Section 8.16. Compliance with Laws.  The Company shall, and shall cause
each Subsidiary to, comply in all respects with the requirements of all
federal, state and local laws, rules, regulations, ordinances and orders
applicable to or pertaining to their Properties or business operations,
non-compliance with which could have a material adverse effect on the financial
condition, Properties, business or operations of the Company or any Subsidiary
or could result in a Lien upon any of their Property.

     Section 8.17. Burdensome Contracts With Affiliates.  The Company shall
not, nor shall it permit any Subsidiary to, enter into any contract, agreement
or business arrangement with any of its Affiliates (other than Wholly-Owned
Subsidiaries) on terms and conditions which are less favorable to the Company
or such Subsidiary than would be usual and customary in similar contracts,
agreements or business arrangements between Persons not affiliated with each
other.

     Section 8.18. No Changes in Fiscal Year.  Neither the Company nor any
Subsidiary shall change its fiscal year from its present basis without the
prior written consent of the Bank.

     Section 8.19. Formation of Subsidiaries.  Except for existing Subsidiaries
designated on Schedule 6.2 hereto, the Company shall not, nor shall it permit
any Subsidiary to, form or acquire any Subsidiary without the prior written
notice to the Bank.


                                      -45-

<PAGE>   46


     Section 8.20. Change in the Nature of Business.  The Company shall not,
and shall not permit any Subsidiary to, engage in any business or activity if
as a result the general nature of the business of the Company or any Subsidiary
would be changed in any material respect from the general nature of the
business engaged in by the Company or such Subsidiary on the date of this
Agreement; provided, however, that the foregoing shall neither apply to nor
operate to prevent the Company from conducting in a formally inactive
Subsidiary any business or activity of the type generally conducted as of the
date hereof by the Company or any Subsidiary.

     Section 8.21. Borrowing  Subsidiary.  Except to the extent compliance in
any case or cases is waived in writing by the Bank, the Borrowing Subsidiary
shall observe and perform, and shall cause its subsidiaries to observe and
perform, all covenants and agreements which the Company is required by this
Agreement to cause the Borrowing Subsidiary and its subsidiaries to observe and
perform.

SECTION 9. EVENTS OF DEFAULT AND REMEDIES.

     Section 9.1. Events of Default.  Any one or more of the following shall
constitute an "Event of Default" hereunder:

           (a) default in the payment when due of all or any part of the
      principal of the Note (whether at the stated maturity thereof or at any
      other time provided for in this Agreement); or

           (b) default for five (5) Business Days or more on the payment when
      due of all or part of the interest on the Note (whether at the stated
      maturity thereof or at any time provided for in this Agreement) or of any
      fee or other amount payable hereunder or under any other Loan Document or
      of any other indebtedness or obligation (whether direct, contingent or
      otherwise) of the Company owing to the Bank; or

           (c) default in the observance or performance of any covenant set
      forth in Sections 8.7, 8.8, 8.9, 8.10, 8.11, 8.13 or 8.14 hereof or of
      any provision of any Loan Document requiring the maintenance of insurance
      on the Collateral subject thereto or dealing with the use or remittance
      of proceeds of Collateral; or

           (d) default in the observance or performance of any covenant set
      forth in Sections 8.5 or 8.12 hereof but which is not remedied within 5
      days after the earlier of (i) the date on which such failure shall first
      become known to any officer of the Company or (ii) written notice thereof
      is given to the Company by the Bank; or


                                      -46-

<PAGE>   47


           (e) default in the observance or performance of any other provision
      hereof or of any other Loan Document which is not remedied within 30 days
      after the earlier of (i) the date on which such failure shall first
      become known to any officer of the Company or (ii) written notice thereof
      is given to the Company by the Bank; or

           (f) any representation or warranty made by any Borrower herein or in
      any other Loan Document, or in any statement or certificate furnished by
      it pursuant hereto or thereto, or in connection with any extension of
      credit made hereunder, proves untrue in any material respect as of the
      date of the issuance or making thereof; or

           (g) any event occurs or condition exists (other than those described
      in subsections (a) through (e) above) which is specified as an event of
      default under any of the other Loan Documents, or any of the Loan
      Documents shall for any reason not be or shall cease to be in full force
      and effect, or any of the Loan Documents is declared to be null and void,
      or any of the Collateral Documents shall for any reason fail to create a
      valid and perfected first priority Lien in favor of the Bank in any
      Collateral aggregating more than $100,000 in value purported to be
      covered thereby except as expressly permitted by the terms hereof or
      thereof; or

           (h) default shall occur under any Indebtedness for Borrowed Money
      aggregating more than $500,000 issued, assumed or guaranteed by the
      Company or any Subsidiary, or under any indenture, agreement or other
      instrument under which the same may be issued, and such default shall
      continue for a period of time sufficient to permit the acceleration of
      the maturity of any such Indebtedness for Borrowed Money (whether or not
      such maturity is in fact accelerated), or any such Indebtedness for
      Borrowed Money shall not be paid when due (whether by lapse of time,
      acceleration or otherwise); or

           (i) any judgment or judgments, writ or writs, or warrant or warrants
      of attachment, or any similar process or processes in an aggregate amount
      in excess of $500,000 shall be entered or filed against the Company or
      any Subsidiary or against any of their Property and which remains
      unvacated, unbonded, unstayed or unsatisfied for a period of 30 days; or

           (j) the Company or any member of its Controlled Group shall fail to
      pay when due an amount or amounts aggregating in excess $500,000 which it
      shall have become liable to pay to the PBGC or to a Plan under Title IV
      of ERISA; or notice of intent to terminate a Plan or Plans having
      aggregate Unfunded Vested Liabilities in excess of $500,000
      (collectively, a "Material Plan") shall be filed under Title IV of ERISA
      by the Company or any other member of its Controlled Group, any plan
      administrator or any combination of the foregoing; or the PBGC shall
      institute

                                      -47-

<PAGE>   48


      proceedings under Title IV of ERISA to terminate or to cause a trustee to
      be appointed to administer any Material Plan or a proceeding shall be
      instituted by a fiduciary of any Material Plan against the Company or any
      member of its Controlled Group to enforce Section 515 or 4219(c)(5) of
      ERISA and such proceeding shall not have been dismissed within 30 days
      thereafter; or a condition shall exist by reason of which the PBGC would
      be entitled to obtain a decree adjudicating that any Material Plan must
      be terminated; or

           (k) dissolution or termination of the existence of the Company or
      any Subsidiary (except as a result of mergers permitted by Section 8.13
      hereof); or

           (l) the Borrowing Subsidiary shall at any time and for any reason
      cease to be a Wholly-Owned Subsidiary of the Company; or

           (m) any agreement purporting to subordinate payment of any
      Subordinated Debt to the prior payment of any Loan or any other
      Obligations shall purport to be terminated or shall cease to have any
      force or effect; or

           (n) the Company or any Subsidiary makes any payment or other
      distribution on account of the principal of or interest on any
      Subordinated Debt or any other indebtedness, which payment or
      distribution as prohibited under the terms of any instrument
      subordinating such indebtedness to the prior payment of the Loans or any
      of the other Obligations; or

           (o) any person or group of persons (within the meaning of Section 13
      or 14 of the Securities Exchange Act of 1934, as amended) shall have
      acquired beneficial ownership (within the meaning of Rule 13d-3
      promulgated by the SEC under said Act) of 50% or more in voting power of
      the outstanding capital stock of the Company entitled to vote for the
      election of its directors; or

           (p) the Company or any Subsidiary shall (i) have entered
      involuntarily against it an order for relief under the United States
      Bankruptcy Code, as amended, or any analogous action is taken under any
      other applicable law of any country or any political subdivision thereof
      in each case relating to bankruptcy or insolvency, (ii) not pay, or admit
      in writing its inability to pay, its debts generally as they become due,
      (iii) make an assignment for the benefit of creditors, (iv) apply for,
      seek, consent to, or acquiesce in, the appointment of a receiver,
      custodian, trustee, examiner, liquidator or similar official for it or
      any substantial part of its Property, (v) institute any proceeding
      seeking to have entered against it an order for relief under the United
      States Bankruptcy Code, as amended, or any analogous law of any country
      or any political subdivision thereof in each case to adjudicate it
      insolvent, or seeking dissolution, winding up, liquidation,

                                      -48-

<PAGE>   49


      reorganization, arrangement, adjustment or composition of it or its debts
      under any law relating to bankruptcy, insolvency or reorganization or
      relief of debtors or fail to file an answer or other pleading denying the
      material allegations of any such proceeding filed against it, (vi) take
      any corporate action in furtherance of any matter described in parts (i)
      through (v) above, or (vii) fail to contest in good faith any appointment
      or proceeding described in Section 9.1(q) hereof; or

           (q) a custodian, receiver, trustee, examiner, liquidator or similar
      official shall be appointed for the Company or any Subsidiary or any
      substantial part of any of their Property, or a proceeding described in
      Section 9.1(p)(v) shall be instituted against the Company or any
      Subsidiary, and such appointment continues undischarged or such
      proceeding continues undismissed or unstayed for a period of 60 days.

     Section 9.2. Non-Bankruptcy Defaults.  When any Event of Default described
in subsection (a) through (o), both inclusive, of Section 9.1 has occurred and
is continuing, the Bank may, by notice to the Company, take one or more of the
following actions:

           (a) terminate the obligation of the Bank to extend any further
      credit hereunder on the date (which may be the date thereof) stated in
      such notice;

           (b) declare the principal of and the accrued interest on the Note to
      be forthwith due and payable and thereupon the Note, including both
      principal and interest and all fees, charges and other Obligations
      payable hereunder and under the other Loan Documents, shall be and become
      immediately due and payable without further demand, presentment, protest
      or notice of any kind; and

           (c) enforce any and all rights and remedies available to it under
      the Loan Documents or applicable law.

     Section 9.3. Bankruptcy Defaults.  When any Event of Default described in
subsection (p) or (q) of Section 9.1 has occurred and is continuing, then the
Note, including both principal and interest, and all fees, charges and other
Obligations payable hereunder and under the other Loan Documents, shall
immediately become due and payable without presentment, demand, protest or
notice of any kind, and the obligation of the Bank to extend further credit
pursuant to any of the terms hereof shall immediately terminate.  In addition,
the Bank may exercise any and all remedies available to it under the Loan
Documents or applicable law.

SECTION 10. JOINT AND SEVERAL LIABILITY.


                                      -49-

<PAGE>   50


     Section 10.1. Joint and Several Liability.  To induce the Bank to provide
the credit described herein and in consideration of benefits expected to accrue
to the Borrowers by reason of the credit from time to time extended hereunder
to the Borrowers and for other good and valuable consideration, receipt of
which is hereby acknowledged, each Borrower (each Borrower, to the extent
incurring Obligations under this Section, being referred to individually as a
"Co-Obligor" and collectively as the "Co-Obligors") hereby unconditionally and
irrevocably agrees to be jointly and severally liable to the Bank and each
other holder of any of the Obligations, for the due and punctual payment of all
present and future Obligations, including, but not limited to, the due and
punctual payment of principal of and interest on the Loans (without regard to
the Borrower to whom any Loan was disbursed) and the due and punctual payment
of all other Obligations now or hereafter owed by the Borrowers and either of
them under the Loan Documents as and when the same shall become due and
payable, whether at stated maturity, by acceleration or otherwise, according to
the terms hereof and thereof.  In case of failure by any Borrower punctually to
pay any Loan or other Obligations, each Co-Obligor hereby unconditionally
agrees jointly and severally to make such payment or to cause such payment to
be made punctually as and when the same shall become due and payable, whether
at stated maturity, by acceleration or otherwise, and as if such payment were
made by such Borrower.

     Section 10.2. Joint and Several Liability Unconditional.  The obligations
of each Co-Obligor as a joint and several obligor under this Section 10 shall
be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released, discharged or otherwise affected by:

           (a) any extension, renewal, settlement, compromise, waiver or
      release in respect of any obligation of any Borrower or of any other
      Co-Obligor under this Agreement or any other Loan Document or by
      operation of law or otherwise;

           (b) any modification or amendment of or supplement to this Agreement
      or any other Loan Document;

           (c) any change in the corporate existence, structure or ownership
      of, or any insolvency, bankruptcy, reorganization or other similar
      proceeding affecting, the Borrowers, any other Co-Obligor, or any of
      their respective assets, or any resulting release or discharge of any
      obligation of any Borrower or of any other Co-Obligor contained in any
      Loan Document;

           (d) the existence of any claim, set-off or other rights which the
      Co-Obligor may have at any time against the Bank or any other Person,
      whether or not arising in connection herewith;


                                      -50-

<PAGE>   51


           (e) any failure to assert, or any assertion of, any claim or demand
      or any exercise of, or failure to exercise, any rights or remedies
      against any Borrower, any other Co-Obligor or any other Person or
      Property;

           (f) any application of any sums by whomsoever paid or howsoever
      realized to any obligation of any Borrower, regardless of what
      obligations of the Borrowers remain unpaid;

           (g) any invalidity or unenforceability relating to or against any
      Borrower or any other Co-Obligor for any reason of this Agreement or of
      any other Loan Document or any provision of applicable law or regulation
      purporting to prohibit the payment by the Borrowers or any other
      Co-Obligor of the principal of or interest on the Note or any other
      amount payable by them on the Obligations; or

           (h) any other act or omission to act or delay of any kind by the
      Bank or any other Person or any other circumstance whatsoever that might,
      but for the provisions of this paragraph, constitute a legal or equitable
      discharge of the obligations of the Co-Obligors under this Section 10.

     Section 10.3. Discharge Only Upon Payment in Full; Reinstatement in
Certain Circumstances.  Each Co-Obligor's obligations under this Section 10
shall remain in full force and effect until the Commitment is terminated and
the principal of and interest on the Note and all other amounts payable by the
Borrowers on the Obligations shall have been paid in full.  If at any time any
payment of the principal of or interest on the Note or any other amount payable
by the Borrowers on the Obligations is rescinded or must be otherwise restored
or returned upon the insolvency, bankruptcy or reorganization of any Borrower
or of any Co-Obligor, or otherwise, each Co-Obligor's obligations under this
Section 10 with respect to such payment shall be reinstated at such time as
though such payment had become due but had not been made at such time.

     Section 10.4. Waivers.  (a)  General.  Each Co-Obligor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by the
Bank or any other Person against the Borrowers, another Co-Obligor or any other
Person.

     (b) Subrogation and Contribution.  Until such time as all the Loans and
other Obligations have been fully paid and satisfied and the Commitment has
terminated, each Co-Obligor hereby irrevocably waives any claim or other right
it may now or hereafter acquire against the Borrowers or any other Co-Obligor
that arises from the existence, payment, performance or enforcement of such
Co-Obligor's obligations under this Section 10 or any other

                                      -51-

<PAGE>   52


Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, or any right to
participate in any claim or remedy of the Bank or any other holder of any of
the Obligations against the Borrowers or any other Co-Obligor whether or not
such claim, remedy or right arises in equity or under contract, statute or
common law, including, without limitation, the right to take or receive from
the Borrowers or any other Co-Obligor directly or indirectly, in cash or other
Property or by set-off or in any other manner, payment or security on account
of such claim or other right.

     Section 10.5. Limit on Recovery.  Notwithstanding any other provision
hereof, the right of recovery against each Co-Obligor under this Section 10
shall not exceed $1.00 less than the amount which would render such
Co-Obligor's obligations under this Section 10 void or voidable under
applicable law, including without limitation fraudulent conveyance law.

     Section 10.6. Stay of Acceleration.  If acceleration of the time for
payment of any amount payable by the Borrowers under this Agreement or any
other Loan Document is stayed upon the insolvency, bankruptcy or reorganization
of any of the Borrowers, all such amounts otherwise subject to acceleration
under the terms of this Agreement or the other Loan Documents shall nonetheless
be payable jointly and severally by the other Co-Obligors hereunder forthwith
on demand by the Bank.

SECTION 11. FUNDING INDEMNITY AND CHANGE IN CIRCUMSTANCES.

     Section 11.1. Change in Capital Adequacy Requirements.  If the Bank shall
determine that the adoption after the date hereof of any applicable law, rule
or regulation regarding capital adequacy, or any change in any existing law,
rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by the
Bank (or any of its branches) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on the Bank's capital as a consequence of its obligations
hereunder or for the credit which is the subject matter hereof to a level below
that which the Bank could have achieved but for such adoption, change or
compliance (taking into consideration the Bank's policies with respect to
liquidity and capital adequacy) by an amount deemed by the Bank to be material,
then from time to time, within fifteen (15) days after demand by the Bank, the
Borrowers shall pay to the Bank such additional amount or amounts reasonably
determined by the Bank as will compensate the Bank for such reduction.

     Section 11.2. Change of Law.  Notwithstanding any other provisions of this
Agreement or the Note, if at any time the Bank shall determine in good faith
that any change in

                                      -52-

<PAGE>   53


applicable laws, treaties or regulations or in the interpretation thereof makes
it unlawful for the Bank to create or continue to maintain any Eurocurrency
Portion in the relevant currency, it shall promptly so notify the Company and
the obligation of the Bank to create, continue or maintain any such
Eurocurrency Portion in such currency under this Agreement shall terminate
until it is no longer unlawful for the Bank to create, continue or maintain
such Eurocurrency Portion.  The Borrowers, on demand, shall, if the continued
maintenance of any such Eurocurrency Portion is unlawful, thereupon prepay the
outstanding principal amount of the affected Eurocurrency Portion, together
with all interest accrued thereon and all other amounts payable to the Bank
with respect thereto under this Agreement; provided, however, that the Company
may elect to convert the principal amount of the affected Portion into another
type of Portion available hereunder, subject to the terms and conditions of
this Agreement; and further provided, however, that the Borrowers shall have no
obligation under Section 11.5 with respect to any such prepayment or
conversion.

     Section 11.3. Unavailability of Deposits or Inability to Ascertain
Adjusted LIBOR.  Notwithstanding any other provision of this Agreement or the
Note, if prior to the commencement of any Interest Period, the Bank shall
determine in good faith that deposits in the relevant currency and amount of
any Eurocurrency Portion scheduled to be outstanding during such Interest
Period are not readily available to the Bank in the relevant market or, by
reason of circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining Adjusted LIBOR, then the Bank shall
promptly give notice thereof to the Company and the obligations of the Bank to
create, continue or effect by conversion any such Eurocurrency Portion in such
amount and currency and for such Interest Period shall terminate until deposits
in such amount and currency and for the Interest Period selected by the Company
shall again be readily available in the relevant market and adequate and
reasonable means exist for ascertaining Adjusted LIBOR.

     Section 11.4. Taxes and Increased Costs.  With respect to any Eurocurrency
Portion, if the Bank shall determine in good faith that any change in any
applicable law, treaty, regulation or guideline (including, without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) or any
new law, treaty, regulation or guideline, or any interpretation of any of the
foregoing by any governmental authority charged with the administration thereof
or any central bank or other fiscal, monetary or other authority having
jurisdiction over the Bank or its lending branch or the Eurocurrency Portions
contemplated by this Agreement (whether or not having the force of law), shall:

           (i) impose, increase, or deem applicable any reserve, special
      deposit or similar requirement against assets held by, or deposits in or
      for the account of, or loans by, or any other acquisition of funds or
      disbursements by, the Bank which is not in any

                                      -53-

<PAGE>   54


      instance already accounted for in computing the interest rate applicable
      to such Eurocurrency Portion;

           (ii) subject the Bank, any Eurocurrency Portion or the Note to the
      extent it evidences such a Portion to any tax, duty, charge, stamp tax,
      fee, deduction or withholding in respect of this Agreement, any
      Eurocurrency Portion or the Note to the extent it evidences such a
      Portion, except such taxes as may be measured by the overall net income
      or gross receipts of the Bank or its lending branches and imposed by the
      jurisdiction, or any political subdivision or taxing authority thereof,
      in which the Bank's principal executive office or its lending branch is
      located;

           (iii) change the basis of taxation of payments of principal and
      interest due from the Company to the Bank hereunder or under the Note to
      the extent it evidences any Eurocurrency Portion (other than by a change
      in taxation of the overall net income or gross receipts of the Bank); or

           (iv) impose on the Bank any penalty with respect to the foregoing or
      any other condition regarding this Agreement, any Eurocurrency Portion,
      or its disbursement, or the Note to the extent it evidences any
      Eurocurrency Portion;

and the Bank shall determine in good faith that the result of any of the
foregoing is to increase the cost (whether by incurring a cost or adding to a
cost) to the Bank, within five (5) days after the Bank's written demand
therefor, of creating or maintaining any Eurocurrency Portion hereunder or to
reduce the amount of principal or interest received or receivable by the Bank
(without benefit of, or credit for, any prorations, exemption, credits or other
offsets available under any such laws, treaties, regulations, guidelines or
interpretations thereof), then the Borrowers shall pay to the Bank from time to
time as specified by the Bank such additional amounts as the Bank shall
reasonably determine are sufficient to compensate and indemnify it for such
increased cost or reduced amount.  If the Bank makes such a claim for
compensation, it shall provide to the Company a certificate setting forth the
computation of the increased cost or reduced amount as a result of any event
mentioned herein in reasonable detail and such certificate shall be conclusive
if reasonably determined.

     Section 11.5. Funding Indemnity.  In the event the Bank shall incur any
loss, cost or expense (including, without limitation, any loss (including loss
of profit), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired
by the Bank to fund or maintain any Eurocurrency Portion or the relending or
reinvesting of such deposits or other funds or amounts paid or prepaid to the
Bank) as a result of:


                                      -54-

<PAGE>   55


           (i) any payment of a Eurocurrency Portion on a date other than the
      last day of the then applicable Interest Period for any reason, whether
      before or after default, and whether or not such payment is required by
      any provisions of this Agreement; or

           (ii) any failure by any Borrower to create, borrow, continue or
      effect by conversion a Eurocurrency Portion on the date specified in a
      notice given pursuant to this Agreement;

then upon the demand of the Bank, the Borrowers shall pay to the Bank, within
five (5) days after the Bank's written demand therefor, such amount as will
reimburse the Bank for such loss, cost or expense.  If the Bank requests such a
reimbursement, it shall provide to the Company a certificate setting forth the
computation of the loss, cost or expense giving rise to the request for
reimbursement in reasonable detail and such certificate shall be conclusive if
reasonably determined.

     Section 11.6. Lending Branch.  Subject to the immediately following
sentence, the Bank may, at its option, elect to make, fund or maintain Portions
of the Loans hereunder at such of its branches or offices as the Bank may from
time to time elect.  To the extent reasonably possible, the Bank shall
designate an alternate branch or funding office with respect to the
Eurocurrency Portions to reduce any liability of the Borrowers to the Bank
under Section 11.4 hereof or to avoid the unavailability of an interest rate
option under Section 11.3 hereof, so long as such designation is not otherwise
disadvantageous to the Bank.

     Section 11.7. Discretion of Bank as to Manner of Funding.  Notwithstanding
any provision of this Agreement to the contrary, the Bank shall be entitled to
fund and maintain its funding of all or any part of any Note in any manner it
sees fit, it being understood, however, that for the purposes of this Agreement
all determinations hereunder (including, without limitation, determinations
under Sections 11.3, 11.4 and 11.5 hereof) shall be made as if the Bank had
actually funded and maintained each Eurocurrency Portion during each Interest
Period applicable thereto through the purchase of deposits in the relevant
market in the amount and currency of such Eurocurrency Portion, having a
maturity corresponding to such Interest Period, and bearing an interest rate
equal to the LIBOR for such Interest Period.

SECTION 12. MISCELLANEOUS.

     Section 12.1. Non-Business Days.  If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment
shall be extended to the next succeeding Business Day on which date such
payment shall be due and payable.  In the case of any payment of principal
falling due on a day which is not a Business Day, interest on such principal
amount shall continue to accrue during such extension at the rate per annum
then

                                      -55-

<PAGE>   56


in effect, which accrued amount shall be due and payable on the next scheduled
date for the payment of interest.

     Section 12.2. No Waiver, Cumulative Remedies.  No delay or failure on the
part of the Bank in the exercise of any power or right shall operate as a
waiver thereof or as an acquiescence in any default, nor shall any single or
partial exercise of any power or right preclude any other or further exercise
thereof or the exercise of any other power or right.  The rights and remedies
hereunder of the Bank are cumulative to, and not exclusive of, any rights or
remedies which it would otherwise have.

     Section 12.3. Amendments, Etc.  No amendment, modification, termination or
waiver of any provision of this Agreement or of any other Loan Document, nor
consent to any departure by any Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and (if to
be effective as against the Borrowers) the Company.  No notice to or demand on
any Borrower in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances.

     Section 12.4. Extensions of the Commitment.  The Company may advise the
Bank in writing of the Borrowers' desire to extend the Termination Date for an
additional calendar year, provided (i) such request is made no later than June
30 of the calendar year in which such Termination Date is scheduled to occur,
(ii) not more than one such request for the extension of a Termination Date may
be made in any one calendar year and (iii) in no event shall any of such
Termination Date be extended beyond September 30, 2002.  In the event that the
Bank shall fail to so notify the Company in writing within forty-five (45) days
after the Company's request for such extension as to whether or not the Bank
agrees to such extension, the Bank shall be deemed to have refused to grant the
requested extension.  If the Bank so consents in writing to such extension
within such 45-day period, the Termination Date shall be automatically extended
for one calendar year.  In the event of any such extension, the Borrowers and
the Bank shall enter into such documents as the Bank may reasonably deem
necessary or appropriate to reflect such extension and to assure that all
extensions of credit pursuant to the Commitment as so extended is guaranteed by
the Guaranties and secured by the Collateral, all costs and expenses incurred
by the Bank in connection therewith to be paid by the Company.  In the event
the Bank does not so consent in writing to the requested extension of a
Termination Date, the Termination Date shall take place as scheduled.

     Section 12.5. Costs and Expenses.  (a)  The Borrowers agree to pay on
written demand the reasonable costs and expenses of the Bank in connection with
the negotiation, preparation, execution and delivery of this Agreement and the
other Loan Documents and the other instruments and documents to be delivered
thereunder, and in connection with the recording and filing of any of the
foregoing as well as in connection with lien searches from time to time

                                      -56-

<PAGE>   57


obtained by the Bank in its administration of the credit facilities provided
for herein, and in connection with the transactions contemplated hereby or
thereby, and in connection with any consents hereunder and any waivers or
amendments hereto or thereto, including the reasonable fees and expenses of
Messrs. Chapman and Cutler, counsel for the Bank, with respect to all of the
foregoing (whether or not the transactions contemplated hereby are
consummated).  The Borrowers further agree to pay to the Bank or any other
holder of the Obligations all reasonable costs and expenses (including court
costs and reasonable attorneys' fees), if any, incurred or paid by the Bank or
any other holder of the Obligations in connection with any Default or Event of
Default or in connection with the enforcement of this Agreement or any other
Loan Document or any other instrument or document delivered thereunder.  The
Borrowers further agree to indemnify the Bank, and any security trustee, and
their respective directors, officers and employees, against all losses, claims,
damages, penalties, judgments, liabilities and expenses (including, without
limitation, all expenses of litigation or preparation therefor, whether or not
the indemnified person is a party thereto) which any of them may pay or incur
arising out of or relating to any Loan Document or any of the transactions
contemplated thereby or the direct or indirect application or proposed
application of the proceeds of any extension of credit made available
hereunder, other than those which arise from the gross negligence or willful
misconduct of the party claiming indemnification.  The Borrowers, within thirty
(30) days after written demand by the Bank at any time, shall reimburse the
Bank for any legal or other expenses incurred in connection with investigating
or defending against any of the foregoing except if the same is directly due to
the gross negligence or willful misconduct of the party to be indemnified.  The
obligations of the Borrowers under this Section 12.4 shall survive the
termination of this Agreement.

     (b) Each Borrower unconditionally agrees to forever indemnify, defend and
hold harmless, and covenants not to sue for any claim for contribution against,
the Bank for any damages, costs, loss or expense, including without limitation,
response, remedial or removal costs, arising out of any of the following:  (i)
any presence, release, threatened release or disposal of any hazardous or toxic
substance or petroleum by any Borrower or otherwise occurring on or with
respect to its property, (ii) the operation or violation of any environmental
law, whether federal, state, or local, and any regulations promulgated
thereunder, by any Borrower or otherwise occurring on or with respect to its
property, (iii) any claim for personal injury or property damage in connection
with any Borrower or otherwise occurring on or with respect to its property,
and (iv) the inaccuracy or breach of any environmental representation, warranty
or covenant by any Borrower made herein or in any loan agreement, promissory
note, mortgage, deed of trust, security agreement or any other instrument or
document evidencing or securing any indebtedness, obligations or liabilities of
the Borrower owing to the Bank or setting forth terms and conditions applicable
thereto or otherwise relating thereto, except for damages arising from the
Bank's willful misconduct or gross negligence.  This indemnification shall
survive the payment and satisfaction of all indebtedness, obligations and
liabilities of the Borrower owing to

                                      -57-

<PAGE>   58


the Bank and the termination of this Agreement, and shall remain in force
beyond the expiration of any applicable statute of limitations and payment or
satisfaction in full of any single claim under this indemnification.  This
indemnification shall be binding upon the successors and assigns of the
Borrower and shall inure to the benefit of Bank and its directors, officers,
employees, agents, and collateral trustees, and their successors and assigns.

     Section 12.6. Currency.  Each reference in this Agreement to U.S. Dollars
or to an Optional Currency (the "relevant currency") is of the essence.  To the
fullest extent permitted by law, the obligation of each Borrower in respect of
any amount due in the relevant currency under this Agreement shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
relevant currency that the Bank may, in accordance with normal banking
procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the Business Day immediately following the
day on which such party receives such payment.  If the amount in the relevant
currency that may be so purchased for any reason falls short of the amount
originally due, the Borrowers shall pay such additional amounts, in the
relevant currency, as may be necessary to compensate for the shortfall.  Any
obligations of a Borrower not discharged by such payment shall, to the fullest
extent permitted by applicable law, be due as a separate and independent
obligation and, until discharged as provided herein, shall continue in full
force and effect.

     Section 12.7. Currency Equivalence.  If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from a Borrower on
the Obligations in the currency expressed to be payable herein or under the
Note (the "specified currency") into another currency, the parties agree that
the rate of exchange used shall be that at which in accordance with normal
banking procedures the Bank could purchase the specified currency with such
other currency on the Business Day preceding that on which final judgment is
given.  The obligation of the Borrowers in respect of any such sum due to the
Bank on the Obligations shall, notwithstanding any judgment in a currency other
than the specified currency, be discharged only to the extent that on the
Business Day following receipt by the Bank of any sum adjudged to be so due in
such other currency, the Bank may in accordance with normal banking procedures
purchase the specified currency with such other currency.  If the amount of the
specified currency so purchased is less than the sum originally due to the Bank
in the specified currency, the Borrowers agree, as a separate obligation and
notwithstanding any such judgment, to indemnify the Bank against such loss, and
if the amount of the specified currency so purchased exceeds the amount
originally due to the Bank in the specified currency, the Bank agrees to remit
such excess to the Company.

     Section 12.8. Documentary Taxes.  The Borrowers agree to pay on demand any
documentary, stamp or similar taxes payable in respect of this Agreement or any
other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective

                                      -58-

<PAGE>   59


of when such assessment is made and whether or not any credit is then in use or
available hereunder.

     Section 12.9. Survival of Representations.  All representations and
warranties made herein or in any of the other Loan Documents or in certificates
given pursuant hereto or thereto shall survive the execution and delivery of
this Agreement and the other Loan Documents, and shall continue in full force
and effect with respect to the date as of which they were made as long as any
credit is in use or available hereunder.

     Section 12.10. Survival of Indemnities.  All indemnities and other
provisions relative to reimbursement to the Bank of amounts sufficient to
protect the yield of the Bank with respect to the Loans, including, but not
limited to, Sections 11.1, 11.4 and 11.5 hereof, shall survive the termination
of this Agreement and the payment of the Note.

     Section 12.11. Notices.  Except as otherwise specified herein, all notices
hereunder shall be in writing (including, without limitation, notice by
telecopy) and shall be given to the relevant party at its address or telecopier
number set forth below, or such other address or telecopier number as such
party may hereafter specify by notice to the other given by United States
certified or registered mail, by telecopy or by other telecommunication device
capable of creating a written record of such notice and its receipt.  Notices
hereunder shall be addressed:

        to either Borrower, then               to the Bank at:
        to the Company at:                     Harris Trust and Savings Bank
        Comshare, Incorporated                 P.O. Box 755
        555 Briarwood Circle                   111 West Monroe Street
        Ann Arbor, Michigan  48108             Chicago, Illinois  60690
        Attention: Chief Financial Officer     Attention:Jeffrey C. Nicholson
        Telephone:  (313)994-4800              Telephone: (312) 461-2736
        Telecopy:  (313)994-5895               Telecopy:  (312) 461-5225


Each such notice, request or other communication shall be effective (i) if
given by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received
by the sender, (ii) if given by mail, five (5) days after such communication is
deposited in the mail, certified or registered with return receipt requested,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the addresses specified in this Section; provided that any notice given
pursuant to Section 1 or Section 2 hereof shall be effective only upon receipt.

     Section 12.12. Construction.  The provisions of this Agreement relating to
Subsidiaries shall only apply during such times as the Company has one or more
Subsidiaries.  Nothing

                                      -59-

<PAGE>   60


contained herein shall be deemed or construed to permit any act or omission
which is prohibited by the terms of any of the other Loan Documents, the
covenants and agreements contained herein being in addition to and not in
substitution for the covenants and agreements contained in the other Loan
Documents.

     Section 12.13. Headings.  Section headings used in this Agreement are for
convenience of reference only and are not a part of this Agreement for any
other purpose.

     Section 12.14. Severability of Provisions.  Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

     Section 12.15. Counterparts.  This Agreement may be executed in any number
of counterparts, and by different parties hereto on separate counterpart
signature pages, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

     Section 12.16. Binding Nature, Governing Law, Etc.  This Agreement shall
be binding upon the Borrowers and their respective successors and assigns, and
shall inure to the benefit of the Bank and the benefit of its successors and
assigns, including any subsequent holder of the Obligations.  Neither Borrower
may assign its rights hereunder without the written consent of the Bank.  This
Agreement constitutes the entire understanding of the parties with respect to
the subject matter hereof and any prior agreements, whether written or oral,
with respect thereto are superseded hereby.  THIS AGREEMENT AND THE RIGHTS AND
DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

     Section 12.17. Submission to Jurisdiction;  Waiver of Jury Trial.  Each
Borrower hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Northern District of Illinois and of any Illinois State
court sitting in the City of Chicago for purposes of all legal proceedings
arising out of or relating to this Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby.  Each Borrower irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such proceeding brought in
such a court and any claim that any such proceeding brought in such a court has
been brought in an inconvenient forum.  EACH BORROWER AND THE BANK EACH HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY.


                                      -60-

<PAGE>   61


     Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract between us for the uses and purposes
hereinabove set forth.

     Dated as of this 23rd day of September, 1997.

                                             COMSHARE, INCORPORATED

                                             By
                                                Name:___________________________

                                                Title:__________________________

                                             COMSHARE LIMITED

                                             By
                                                Name:___________________________

                                                Title:__________________________

     Accepted and agreed to at Chicago, Illinois as of the day and year last
above written.

                                             HARRIS TRUST AND SAVINGS BANK

                                             By
                                                Name:___________________________

                                                Title: Vice President



                                      -61-

<PAGE>   62




                                   EXHIBIT A

                             COMSHARE INCORPORATED

                                COMSHARE LIMITED

                             REVOLVING CREDIT NOTE

                                                               Chicago, Illinois
                                                                _________, 199__

     On the Termination Date, for value received, the undersigned, COMSHARE
INCORPORATED, a Michigan corporation (the "Company"), and COMSHARE LIMITED, a
private limited company organized under the laws of England (the "Borrowing
Subsidiary") (the Company and the Borrowing Subsidiary being hereinafter
referred to collectively as the "Borrowers" and individually as a "Borrower"),
hereby jointly and severally promise to pay to the order of HARRIS TRUST AND
SAVINGS BANK (the "Bank") at its office at 111 West Monroe Street, Chicago,
Illinois (or in the case of Eurocurrency Portions denominated in an Optional
Currency, at such office as the Bank has previously notified the Company) in
the currency of such Loan in accordance with Section 3 of the Credit Agreement
hereinafter identified and defined, the aggregate unpaid principal amount of
all Loans made by the Bank to either Borrower pursuant to the Credit Agreement,
together with interest on the principal amount of each Loan from time to time
outstanding hereunder at the rates, and payable in the manner and on the dates,
specified in the Credit Agreement.

     This Note evidences Loans made and to be made to the Borrowers by the Bank
under the Revolving Credit provided for under that certain Credit Agreement
dated as of September 23, 1997, between the Borrowers and the Bank (said Credit
Agreement, as the same may be amended, modified or restated from time to time,
being referred to herein as the "Credit Agreement").

     Each Loan made against this Note, the Borrower to which such Loan was
made, any repayment of principal hereon, the status of each such Loan from time
to time as part of the Domestic Rate Portion or a  Eurocurrency Portion, the
currency thereof and the interest rate and Interest Period applicable thereto
shall be endorsed by the holder hereof on a schedule to this Note or recorded
on the books and records of the holder hereof (provided that such entries shall
be endorsed on a schedule to this Note prior to any negotiation hereof).  Each
Borrower agrees that in any action or proceeding instituted to collect or
enforce collection of this Note, the entries endorsed on a schedule to this
Note or recorded on the books and records of the holder hereof shall be prima
facie evidence of the unpaid principal balance of this Note, the Borrower to
which such Loan was made, the status of each Loan from time to time as part of
the Domestic Rate



<PAGE>   63


Portion or a Eurocurrency Portion, the currency thereof and the interest rate
and Interest Period applicable thereto.

     This Note is issued by the Borrowers under the terms and provisions of the
Credit Agreement and is secured by, among other things, the Collateral
Documents, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof.  This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary
prepayments may be made hereon, and certain prepayments are required to be made
hereon, all in the events, on the terms and with the effects provided in the
Credit Agreement.  All capitalized terms used herein without definition shall
have the same meanings herein as such terms are defined in the Credit
Agreement.

     The Borrowers hereby jointly and severally promise to pay all costs and
expenses (including attorneys' fees) suffered or incurred by the holder hereof
in collecting this Note or enforcing any rights in any collateral therefor.
The Borrowers hereby waive presentment for payment and demand.  THIS NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE
STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                                             COMSHARE, INCORPORATED

                                             By
                                                Name:___________________________

                                                Title:__________________________

                                             COMSHARE LIMITED

                                             By
                                                Name:___________________________

                                                Title:__________________________



                                      -63-

<PAGE>   64




                                   EXHIBIT B

                           BORROWING BASE CERTIFICATE

TO:  HARRIS TRUST AND SAVINGS BANK

     Pursuant to the terms of the Credit Agreement dated as of September 23,
1997, between us (the "Credit Agreement"), we submit this Borrowing Base
Certificate to you and certify that the information set forth below and on any
attachments to this certificate is true, correct and complete as of the date of
this certificate.

BORROWING BASE CALCULATION

      A.    Eligible Domestic Non-Maintenance Accounts in Borrowing Base

            1. Gross Domestic Accounts

               _____________
            2. Less:

               (a) Ineligible sales (i.e.,
                   not within the U.S.
                   or not supported by an
                   eligible letter of credit)         ______________

               (b) Owed by an account
                   debtor who is an
                   Affiliate or Subsidiary            ______________

               (c) Owed by an account
                   debtor who is in
                   an insolvency or
                   reorganization
                   proceeding                         ______________

               (d) Unpaid more than
                   60 days                            ______________
                                                      



<PAGE>   65


               (e) Less:  Accrual for
                   finder's fees, commissions,
                   broker's fees and similar amounts
                   due on Agency Receivables
                   (NOTE: Software Maintenance
                   Receivables below should
                   not include this accrual)          ______________

               (f) Software Maintenance
                   Receivables                        ______________

               (g) Otherwise ineligible               ______________

                   Total Deductions (sum of lines A2a - A2g)
                   _____________

            3. Eligible Domestic Non-Maintenance Accounts
               (line A1 minus line A2) 
               _____________

            4. Eligible Domestic Non-Maintenance Accounts in
               Borrowing Base
               (line A3 x .80) 
                               =============

            5. Eligible Domestic Maintenance Accounts
               (line A2f) _____________

            6. Eligible Domestic Maintenance Accounts in
               Borrowing Base
               (line A5 x .70)
                               =============

      B.    Eligible Foreign Accounts in Borrowing Base

            1. Gross Foreign Accounts 
               _____________

            2. Less:


                                      -65-

<PAGE>   66


               (a) Ineligible sales
                   (i.e., not owed to
                   Qualified Comshare
                   Company or not within
                   UK or Canada or not
                   sale to distributor or
                   if sale to distributor,
                   aggregating more
                   than $15,000,000)                  ______________

               (b) Owed by an account
                   debtor who is an
                   Affiliate or Subsidiary            ______________

               (c) Owed by an account
                   debtor who is in
                   an insolvency or
                   reorganization
                   proceeding                         ______________

               (d) Unpaid more than
                   60 days                            ______________

               (e) Unperfected                        ______________

               (f) Less:  Accrual for finder's
                   fees, commissions, broker's
                   fees and similar amounts
                   due on Agency Receivables
                   (NOTE: Software Maintenance
                   Receivables below should
                   not include this accrual)          ______________

               (g) Software Maintenance
                   Receivables                        ______________

               (h) Otherwise ineligible               ______________



                                      -66-

<PAGE>   67


                   Total Deductions (sum of lines 
                   B2a - B2h)                         _____________

            3. Eligible Perfected Foreign Non-Maintenance
               Accounts (Line B1 minus line B2)  
               _____________

            4. Eligible Perfected Foreign Non Maintenance
               Accounts in Borrowing Base (Line B3 x .80)

               =============    

            5. Eligible Foreign Maintenance Accounts
               (Line B2g) 
               _____________

            6. Eligible Foreign Maintenance Accounts
               in Borrowing Base (Line B5 x .70) 
               _____________

      C.    BORROWING BASE (sum of lines A4, A6, B4
            and B6)

            ======

      D.    REVOLVING CREDIT LOANS

            ======

      E.    UNUSED AVAILABILITY (the amount by which (a)
            the lesser of (i) the Commitment and (ii)
            Line C exceeds (b) Line D)

            ======

      Dated as of this ___________ day of __________________, 19____.

                                            COMSHARE, INCORPORATED



                                            By
                                            ____________________,_____________
                                            (Type or Print Name)     (Title)



                                      -67-

<PAGE>   68


                                   EXHIBIT C

                             COMPLIANCE CERTIFICATE

     This Compliance Certificate is furnished to Harris Trust and Savings Bank
(the "Bank") pursuant to that certain Credit Agreement dated as of September
23, 1997, between Comshare Incorporated (the "Company") and the Bank (the
"Credit Agreement").  Unless otherwise defined herein, the terms used in this
Compliance Certificate have the meanings ascribed thereto in the Credit
Agreement.

     THE UNDERSIGNED HEREBY CERTIFIES THAT:

           1. I am the duly elected _____________________________________ of
      the Company;

           2. I have reviewed the terms of the Credit Agreement and I have
      made, or have caused to be made under my supervision, a detailed review
      of the transactions and conditions of the Company and its Subsidiaries
      during the accounting period covered by the attached financial
      statements;

           3. The examinations described in paragraph 2 did not disclose, and I
      have no knowledge of, the existence of any condition or the occurrence of
      any event which constitutes a Default or Event of Default during or at
      the end of the accounting period covered by the attached financial
      statements or as of the date of this Certificate, except as set forth
      below;

           4. The financial statements required by Section 8.5 of the Credit
      Agreement and being furnished to you concurrently with this certificate
      are, to the best of my knowledge, true, correct and complete as of the
      dates and for the periods covered thereby; and

           5. The Attachment hereto sets forth financial data and computations
      evidencing the Company's compliance with certain covenants of the Credit
      Agreement, all of which data and computations are, to the best of my
      knowledge, true, complete and correct and have been made in accordance
      with the relevant Sections of the Credit Agreement.




<PAGE>   69


     Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Company has taken, is taking, or proposes to
take with respect to each such condition or event:
     ______________________________________________________________________
     ______________________________________________________________________
     ______________________________________________________________________
     ______________________________________________________________________

     The foregoing certifications, together with the computations set forth in
the Attachment hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _________ day of
__________________ 19___.

                                   ________________________________________
                                   ______________________________,_________
                                                                               
                                   (Type or Print Name)           (Title)


                                      -70-

<PAGE>   70




                      ATTACHMENT TO COMPLIANCE CERTIFICATE
                             COMSHARE, INCORPORATED

                  Compliance Calculations for Credit Agreement

                         Dated as of September 23, 1997

                    Calculations as of _____________, 19___
___________________________________________________________________________

A. Tangible Net Worth (Section 8.7)

<TABLE>
         <S>  <C>                                                <C>
         1.   Total shareholder's equity (Net Worth)                 $
                                                                      =======
         2.   Line A1 must be greater than or equal to           $___________

         3.   Company is in compliance (circle yes or no)              yes/no


B. Operating Expense Coverage Ratio (Section 8.8)

   1.   Net Income for past 4 quarters (or as otherwise          $___________
        specified)

   2.   Interest Expense for past 4 quarters (or as otherwise    $___________
        specified)

   3.   Federal, state and local income tax for past 4 quarters  $___________
        (or as otherwise specified)

   4.   Depreciation and amortization for past 4 quarters        $___________
        (or as otherwise specified)

   5.   Operating lease charges for past 4 quarters              $___________
        (or as otherwise specified)

   6.   Add Lines B1-B5 (EBITDAL)                                    $
                                                                      =======

   7.   Capital lease expense for past 4 quarters                $___________
        (or as otherwise specified)

</TABLE>




<PAGE>   71


<TABLE>
   <S>  <C>                                                      <C>
   8.   Add Lines B2 plus B5 plus B7                                 $
        (Operating Charges)                                           =======
        

   9.   Ratio of Line B6 to Line B8                               _______:1.0
        (Operating Expense Coverage Ratio)

   10.  Line B9 ratio must not be less than                       _______:1.0

   11.  Company is in compliance (circle yes or no)                    yes/no

C. Minimum EBIT (Section 8.9)

  1.   Net Income for period specified                           $___________

  2.   Interest Expense for period specified                     $___________

  3.   Federal, state and local income tax for period specified  $___________

  4.   Add Lines C1-C3 (EBIT)                                        $
                                                                      =======

  5.   Line C4 must not be less than                             $___________

  6.   Company is in compliance (circle yes or no)                     yes/no


</TABLE>



                                      -72-

<PAGE>   72




                                   EXHIBIT D

                               [DYKEMA TO SUPPLY]




<PAGE>   73




                                   EXHIBIT E

Harris Trust And Savings Bank
111 West Monroe Street
Chicago, Illinois  60603

Gentlemen:

     We have acted as counsel to [COMSHARE LIMITED/INSERT GUARANTOR NAME], a
private limited company organized under the laws of [ENGLAND/INSERT
JURISDICTION OF ORGANIZATION] (the "Loan Party"), in connection with the
authorization of and the execution and delivery of the Credit Agreement, dated
as of September 23, 1997 (the "Credit Agreement") by and among Comshare,
Incorporated, a Michigan corporation (the "Company") and Harris Trust and
Savings Bank and certain affiliates of the Company.  All capitalized terms used
and not defined herein shall have the meanings assigned to them in the Credit
Agreement.

     In our capacity as such counsel, we have made such investigations of fact
and have considered such questions of law as we have deemed necessary for the
purposes of this opinion, which is delivered to you pursuant to Section 7.2(e)
of the Credit Agreement.  Based on the foregoing, it is our opinion that:

           (i) The Loan Party is duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation; has the
      corporate power to carry on its present business; is duly licensed or
      qualified in all states and jurisdictions wherein the nature of the
      business carried on by it or the assets and properties owned or leased by
      it requires such qualification or licensing; and the Loan Party has the
      corporate power and authority to enter into the Loan Documents delivered
      by it [OK TO LIST WHICH ONES], to guarantee [FOR BORROWING SUBSIDIARY:
      CHANGE TO "MAKE AND GUARANTEE"] the borrowings therein provided for, to
      execute and deliver the Loan Documents delivered by it (collectively, the
      "Relevant Loan Documents"), and to perform each and all of the matters
      and things therein provided for.

           (ii) The Relevant Loan Documents have been duly authorized,
      executed, and delivered by and on behalf of the Loan Party [FOLLOWING NOT
      REQUIRED UNLESS LOCAL COUNSEL RECOMMENDS THAT IT BE OBTAINED] and all
      constitute legal, valid, and enforceable obligations of the Loan Party,
      except to the extent affected by bankruptcy, insolvency or other similar
      laws relating to or affecting the enforcement of creditors' rights and
      remedies generally and general principles of equity.




<PAGE>   74


           (iii) The Relevant Loan Documents, do not, nor will the performance
      or observance by the Loan Party of any of the matters and things therein
      provided for, contravene any provision of law applicable to the Loan
      Party, any judgment or decree applicable to the Loan Party, the Articles
      of Incorporation, or By-laws of the Loan Party, or, any indenture or
      material agreement to which the Loan Party is a party or by which it or
      any of its properties is bound.

           (iv) All authorizations, consents, approvals, filings,
      registrations, exemptions and regulatory approvals necessary to permit
      execution of the Relevant Loan Documents and performance of its
      obligations thereunder by the Loan Party, and to permit guarantees of
      borrowings [FOR SUBSIDIARY BORROWER: CHANGE TO "PERMIT BORROWINGS AND
      GUARANTEES OF BORROWINGS"] by the Borrowers under the Relevant Loan
      Documents, have been obtained and remain in full force and effect.

           (v) There is no litigation or governmental proceeding pending or to
      the best of our knowledge threatened, against the Loan Party which could
      reasonably be expected to (i) materially adversely affect the business
      and properties of the Loan Party on a consolidated basis or (ii) impair
      the validity or enforceability of the Relevant Loan Documents or
      materially impair the ability of the Loan Party to perform its
      obligations under the Relevant Loan Documents.

           (vi) Except for ________, the execution and delivery of the Relevant
      Loan Documents are not subject to any tax, duty, fee or other charge,
      including, without limitation, any registration or transfer tax, stamp
      duty or similar levy, imposed by or within [INSERT JURISDICTION OF
      INCORPORATION] or any political subdivision or taxing authority thereof
      or therein.

           (vii) Neither the Loan Party nor its property has any right of
      immunity on grounds of sovereignty or otherwise from jurisdiction,
      attachment (before or after judgment) or execution in respect of any
      action or proceeding relating in any way to the Relevant Loan Documents
      that may be brought in the courts of [INSERT JURISDICTION OF
      INCORPORATION].

           (viii) There are no legal impediments to your access to the courts
      of  [INSERT RELEVANT JURISDICTION] nor shall you be required to qualify
      under any statute or law or pay any franchise tax, stamp tax or similar
      fee to gain such access, whether in respect of a direct suit on any of
      the Relevant Loan Documents or a proceeding to register a judgment
      obtained before a court in the United States, except for such fees as
      would be required of plaintiffs, both resident and non-resident, in
      seeking access to the courts of [INSERT RELEVANT JURISDICTION]; nor
      except for ________, will you be resident, domiciled,

                                      -75-

<PAGE>   75


      carrying on business or otherwise subject to taxation in [INSERT RELEVANT
      JURISDICTION] by reason only of your execution, delivery or performance
      the Relevant Loan Documents or enforcement of any of the Relevant Loan
      Documents.

           (ix) The Loan Party has the power to submit, and pursuant to the
      Relevant Loan Documents has legally, validly, effectively and irrevocably
      submitted, to the jurisdiction of the courts of the State of Illinois and
      of the United States for the Northern District of Illinois in respect of
      any action or proceeding relating in any way to the Relevant Loan
      Documents.

           (x) The choice by the parties to the Relevant Loan Documents of the
      law of the State of Illinois as governing law should be recognized by the
      courts of [INSERT JURISDICTION OF INCORPORATION] as legal, valid and
      binding.

     In rendering the opinions expressed above, we have examined originals, or
copies of originals certified to our satisfaction, of such agreements,
documents, certificates and other statements of government officials and
corporate officers and such other papers and evidence as we have deemed
relevant and necessary as a basis for this opinion.

                                             Respectfully submitted,


                                      -76-

<PAGE>   76




                                   EXHIBIT F

                              OPTIONAL CURRENCIES

British Pound Sterling
Japanese Yen
French Francs
Deutsche Marks
Dutch Guilders
Italian Lira
Spanish Pesetas
Danish Krone
Norwegian Krone
Belgian Francs
Swiss Francs
Swedish Krona
Austrain Shillings
Finnish Markkas
Portugese Escudos
Austrailian Dollars
Canadian Dollars
Hong Kong Dollars
Irish Punts
Singapore Dollars
Malaysian Ringgits
New Zealand Dollars
ECU's




<PAGE>   77




                                   EXHIBIT G

                           FORM OF GUARANTY AGREEMENT

                 (from ______________________________________)

     This Guaranty Agreement (the "guaranty") is made and given as of this 23rd
day of September, 1997 by __________________, a __________________ organized
under the laws of ________________ (hereinafter referred to as the
"undersigned") in favor of Harris Trust and Savings Bank, an Illinois banking
corporation (hereinafter referred to as the "Bank").

                                    RECITALS

     A. The undersigned is a subsidiary of Comshare, Incorporated, a
corporation organized under the laws of the State of Michigan in the United
States of America (the "Parent Debtor").  The Parent Debtor and one or more of
its subsidiaries may from time to time obtain credit accommodations and
facilities from the Bank (the Parent Debtor and each such subsidiary
hereinafter designated collectively as the "Debtors" and individually as a
"Debtor").  Each Debtor, the undersigned and the other subsidiaries of the
Parent Debtor comprise an integrated group of companies to which the Parent
Debtor provides financial, management, administrative and technical support.
The undersigned receives substantial direct benefit from such services.  In
addition, the undersigned benefits indirectly from belonging to this integrated
group of companies, which in the aggregate possess substantially more assets
and resources than are possessed by the undersigned standing alone.  The
interdependent nature of the businesses of the Parent Debtor and its
subsidiaries (including the undersigned) is such that the viability of each
subsidiary (including the undersigned) is dependent upon the continued success
of the Parent Debtor and its subsidiaries and upon the continuation of the
Parent Debtor's business relationships with its subsidiaries (including the
undersigned).

     B. [INSERT APPROPRIATE LOCAL STATEMENT OF BENEFIT]

     C.  These direct and indirect benefits to the undersigned will continue
only if each Debtor continues to have access to credit accommodations and
facilities to be afforded to it by the Bank, which the Bank will only make
available on the condition, among others, that the undersigned guaranty the
indebtedness, obligations and liabilities of each Debtor from time to time
owing to the Bank.

     NOW, THEREFORE, FOR VALUE RECEIVED and in consideration of advances made
or to be made, or credit given or to be given, or other financial accommodation
afforded or to be afforded



<PAGE>   78


to the Debtors by the Bank from time to time, the undersigned hereby guarantees
the full and prompt payment to the Bank at maturity and at all times thereafter
of any and all indebtedness, obligations and liabilities of every kind and
nature of each Debtor to the Bank, howsoever evidenced, whether now existing or
hereafter created or arising, whether direct or indirect, absolute or
contingent, joint or several, or joint and several and howsoever owned, held or
acquired, whether through discount, overdraft, purchase, direct loan or as
collateral, or otherwise (hereinafter all such indebtedness, obligations and
liabilities being collectively referred to as the "Indebtedness"); and the
undersigned further agrees to pay all expenses, legal and/or otherwise
(including court costs and reasonable attorneys' fees), paid or incurred by the
Bank in endeavoring to collect the Indebtedness, or any part thereof, and in
enforcing this guaranty in any litigation, bankruptcy or insolvency proceeding
or otherwise.

     Notwithstanding anything in this guaranty to the contrary, the Bank's
right of recovery against the undersigned under this guaranty (excluding any
such recovery for Collection Costs) shall not exceed the greater of:

           (x) U.S. $______________; or

           (y) the sum (determined as of the date the Bank makes demand on this
      guaranty) of (i) the principal amount then outstanding on loans and
      advances (including trade credit) made after the date hereof by the
      Debtors or any subsidiary of the Parent Debtor directly or indirectly to
      the undersigned, whether or not funded out of the proceeds of credit
      extended by the Bank, and (ii) the amount, if any, by which capital
      contributions made after the date hereof by the Debtors or any subsidiary
      of the Parent Debtor directly or indirectly to the undersigned exceeds
      the amount of dividends paid after the date hereof by the undersigned to
      the Debtors or any subsidiary of the Parent Debtor.  [INSERT ALTERNATIVE
      RIGHT OF RECOVERY LIMIT IN ACCORDANCE WITH LAWS AND CUSTOM OF EACH
      PARTICULAR JURISDICTION.]

The undersigned's liability hereunder for Collection Costs is not limited by
the immediately preceding sentence.

     This guaranty is a continuing, absolute and unconditional guaranty, and
shall remain in full force and effect until written notice of its
discontinuance shall be actually received by the Bank, and also until any and
all of the Indebtedness created, existing or committed to before receipt of
such notice shall be fully paid.  The liability of the undersigned hereunder
shall in no way be affected or impaired by (and the Bank is hereby expressly
authorized to make from time to time, without notice to anyone) any sale,
pledge, surrender, compromise, settlement, release, renewal, extension,
indulgence, alteration, substitution, exchange, change in, modification or
other disposition of any of the Indebtedness, either express or implied, or of
any contract or

                                      -79-

<PAGE>   79


contracts evidencing any thereof, or of any security or collateral therefor.
The liability of the undersigned hereunder shall also in no way be affected or
impaired by any acceptance by the Bank of any security for or other guarantors
upon any of the Indebtedness, or by any failure, neglect or omission on the
part of the Bank to realize upon or protect any of the Indebtedness, or any
collateral or security or other guaranty therefor, or to exercise any lien upon
or right of appropriation of any moneys, credits or property of any Debtor
possessed by the Bank toward the liquidation of the Indebtedness, or by any
application of payments or credits thereon.  The Bank shall have the exclusive
right to determine how, when and what application of payments and credits, if
any, shall be made on the Indebtedness, or any part thereof.  In order to hold
the undersigned liable hereunder, there shall be no obligation on the part of
the Bank, at any time, to resort for payment to the Debtors or to any other
guaranty, or to any other person or corporation, their properties or estate, or
resort to any collateral, security, property, liens or other rights or remedies
whatsoever and the Bank shall have the right to enforce this guaranty
irrespective of whether or not other proceedings or steps are pending seeking
resort to or realization upon or from any of the foregoing.

     All diligence in collection or protection, and all presentment, demand,
protest and/or notice, as to any and everyone, whether or not any Debtor or the
undersigned or others, of dishonor and of default and of non-payment and of the
creation and existence of any and all of the Indebtedness, and of any security
and collateral therefor, and of the acceptance of this guaranty, and of any and
all extensions of credit and indulgence, are expressly waived.

     The undersigned will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the
undersigned against any person liable for payment of the Indebtedness, or as to
any security therefor, unless and until the full amount owing to the Bank on
the Indebtedness has been paid and each commitment of the Bank to extend credit
to any Debtor shall have terminated, and the payment by the undersigned of any
amount pursuant to this guaranty shall not in any wise entitle the undersigned
to any right, title or interest (whether by way of subrogation or otherwise) in
and to any of the Indebtedness or any proceeds thereof or any security therefor
unless and until the full amount owing to the Bank on the Indebtedness has been
paid and each commitment of the Bank to extend credit to any Debtor shall have
terminated.

     In the case of the dissolution, liquidation, or insolvency (howsoever
evidenced) of, or the institution of bankruptcy or receivership proceedings
against any Debtor or the undersigned, all of the Indebtedness then existing
shall, at the option of the Bank, immediately become due and accrued and
payable from the undersigned.  All dividends or other payments received from
any Debtor, or on account of any Debtor from whatsoever source, shall be taken
and applied as payment in gross, and this guaranty shall apply to and secure
any ultimate balance that shall remain owing to the Bank.


                                      -80-

<PAGE>   80


     The Bank may, without any notice whatsoever to anyone, sell, assign, or
transfer all of the Indebtedness, or any part thereof, or grant participations
therein, and in that event each and every immediate and successive assignee,
transferee, or holder of or participant in all or any part of the Indebtedness,
shall have the right to enforce this guaranty, by suit or otherwise, for the
benefit of such assignee, transferee, holder or participant, as fully as if
such assignee, transferee, holder or participant were herein by name
specifically given such rights, powers and benefits; but the Bank shall have an
unimpaired right to enforce this guaranty for the benefit of the Bank or any
such participant, as to such of the Indebtedness that it has not sold, assigned
or transferred.

     If any payment applied by the Bank to the Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
any Debtor or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such of the Indebtedness as fully as if such application had
never been made.

     This guaranty shall be governed by and construed according to the laws of
the State of Illinois, in which State it shall be performed by the undersigned.
All payments to be made by the undersigned hereunder shall be made in the same
currency and funds in which the Indebtedness of the relevant Debtor is payable
at the principal Chicago office of Harris Trust and Savings Bank at 111 West
Monroe Street, Chicago, Illinois 60690 (or at such other place for the account
of the Bank as it may from time to time specify to the undersigned) in
immediately available and freely transferable funds at the place of payment,
all such payments to be paid without setoff, counterclaim or reduction and
without deduction for, and free from, any and all present or future taxes,
levies, imposts, duties, fees, charges, deductions, withholding or liabilities
with respect thereto or any restrictions or conditions of any nature.  If the
undersigned is required by law to make any deduction or withholding on account
of any tax or other withholding or deduction from any sum payable by the
undersigned hereunder, the undersigned shall pay any such tax or other
withholding or deduction and shall pay such additional amount necessary to
ensure that, after making any payment, deduction or withholding, the Bank shall
receive and retain (free of any liability in respect of any payment, deduction
or withholding) a net sum equal to what it would have received and so retained
hereunder had no such deduction, withholding or payment been required to have
been made.

     The payment by the undersigned of any amount or amounts due the Bank
hereunder shall be made in the same currency (the "relevant currency") and
funds in which the underlying Indebtedness of any Debtor are payable.  To the
fullest extent permitted by law, the obligation of the undersigned in respect
of any amount due in the relevant currency under this guaranty shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
relevant currency that the Bank

                                      -81-

<PAGE>   81


may, in accordance with normal banking procedures, purchase with the sum paid
in such other currency (after any premium and costs of exchange) on the
business day immediately following the day on which the Bank receives such
payment.  If the amount in the relevant currency that may be so purchased for
any reason falls short of the amount originally due, the undersigned shall pay
such additional amounts, in the relevant currency, as may be necessary to
compensate for the shortfall.  Any obligations of the undersigned not
discharged by such payment shall, to the fullest extent permitted by applicable
law, be due as a separate and independent obligation and, until discharged as
provided herein, shall continue in full force and effect.

     The undersigned waives any and all defenses, claims and discharges of the
Debtors, or any other obligor, pertaining to the Indebtedness, except the
defense of discharge by payment in full.  Without limiting the generality of
the foregoing, the undersigned will not assert, plead or enforce against the
Bank any defense of waiver, release, discharge in bankruptcy, statute of
limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
incapacity, minority, usury, illegality or unenforceability which may be
available to any Debtor or any other person or entity liable in respect of any
of the Indebtedness, or any setoff available against the Bank to any Debtor or
any such other person or entity, whether or not on account of a related
transaction.  The undersigned agrees that the undersigned shall be and remain
liable for any deficiency remaining after foreclosure of any mortgage or
security interest securing the Indebtedness, whether or not the liability of
the Debtors or any other obligor for such deficiency is discharged pursuant to
statute or judicial decision.

     The undersigned hereby irrevocably submits to the non-exclusive
jurisdiction of any State of Illinois court or any federal court located in
Chicago, Illinois for the adjudication of any matter arising out of or relating
to this guaranty and consents to the service of process by registered or
certified mail out of any such court or by service of process on the Parent
Debtor (now at 555 Briarwood Circle, Ann Arbor, Michigan 48108) which the
undersigned hereby irrevocably appoints as its agent to receive, for it and on
its behalf, service of process in any action or proceeding in Illinois.  Such
service shall be deemed completed on delivery to such process agent (whether or
not it is forwarded to and received by the undersigned) provided that notice of
such service of process is given by the Bank to the undersigned.  If, for any
reason, such process agent ceases to be able to act as such or no longer has an
address in Illinois, the undersigned irrevocably agrees to appoint a substitute
process agent acceptable to the Bank and to deliver to the Bank a copy of the
new agent's acceptance of that appointment within 30 days.  Nothing contained
herein shall affect the right of the Bank to serve legal process in any other
manner or to bring any proceeding hereunder in any jurisdiction where the
undersigned may be amenable to suit.  The undersigned hereby waives any
objection to any action or proceeding in any Illinois court or federal court
located in Chicago, Illinois on the grounds of venue or any claim that any
State of Illinois court or federal court located in Chicago, Illinois is an
inconvenient forum.


                                      -82-

<PAGE>   82


     Any invalidity or unenforceability of any provision or application of this
guaranty shall not affect other lawful provisions and applications hereof, and
to this end the provisions of this guaranty are declared to be severable.  This
guaranty may not be waived, amended, released or otherwise changed except by a
writing signed by the Bank.

     All notices or other communications given hereunder by the Bank to the
undersigned shall be addressed to the undersigned at its address below or to
such other address as the undersigned shall designate by notice in writing to
the Bank.  Any such notice or other communication shall be effective only upon
receipt thereof by the undersigned.

     This guaranty and every part thereof shall be binding upon the
undersigned, and upon the heirs, legal representatives, successors and assigns
of the undersigned, and shall inure to the benefit of the Bank, its successors,
legal representatives and assigns.  The undersigned waives notice of the Bank's
acceptance hereof.


                                      -83-

<PAGE>   83


     SIGNED AND DELIVERED by the undersigned, this 23rd day of September, 1997.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS GUARANTY AS
OF THE TIME OF EXECUTION.

                                             [Insert Guarantor's name]
(SEAL)

                                             By_______________________________
                                               Name:__________________________
                                               Title:_________________________
ADDRESS:

_________________________________
_________________________________
_________________________________




                                      -84-

<PAGE>   84




                                  SCHEDULE 6.2

                                  SUBSIDIARIES

<TABLE>
<CAPTION>
                               JURISDICTION OF PERCENTAGE
          NAME                  INCORPORATION  OWNERSHIP
<S>                             <C>              <C>
Comshare (U.S.), Inc.              Michigan      100%

Comshare International B.V.       Netherlands    100%

Comshare Limited                Ontario, Canada  100%

CS Iberia sl                         Spain       100%

CS srl                               Italy       100%

Comshare Holdings Company       United Kingdom   100%(1)

Comshare Limited                United Kingdom   100%(2)

Comshare International Limited  United Kingdom   100%(3)
</TABLE>

________________________

(1)owned 100% by Comshare International B.V.

(2)owned 100% by Comshare Holdings Company

(3)owned 100% by Comshare 


<PAGE>   85


<TABLE>
<S>                             <C>              <C>
Comshare GmbH                       Germany      100%***

Comshare S.A.                       France       100%***

Comshare South Pacific
Pty Ltd.                           Australia     100%
</TABLE>

                                     -86-



<PAGE>   86




                                 SCHEDULE 8.10

                            FOREIGN OVERDRAFT LINES



<PAGE>   87




                                 SCHEDULE 8.11

                                PERMITTED LIENS






<PAGE>   88


                               GUARANTY AGREEMENT

                          (from Comshare (U.S.), Inc.)

     This Guaranty Agreement (the "guaranty") is made and given as of this 23rd
day of September, 1997 by Comshare (U.S.), Inc., a Michigan corporation
(hereinafter referred to as the "undersigned") in favor of Harris Trust and
Savings Bank, an Illinois banking corporation (hereinafter referred to as the
"Bank").

                                    RECITALS

     A. The undersigned is a subsidiary of Comshare, Incorporated, a
corporation organized under the laws of the State of Michigan in the United
States of America (the "Parent Debtor").  The Parent Debtor and one or more of
its subsidiaries may from time to time obtain credit accommodations and
facilities from the Bank (the Parent Debtor and each such subsidiary
hereinafter designated collectively as the "Debtors" and individually as
a"Debtor").  Each Debtor, the undersigned and the other subsidiaries of the
Parent Debtor comprise an integrated group of companies to which the Parent
Debtor provides financial, management, administrative and technical support.
The undersigned receives substantial direct benefit from such services.  In
addition, the undersigned benefits indirectly from belonging to this integrated
group of companies, which in the aggregate possess substantially more assets
and resources than are possessed by the undersigned standing alone.  The
interdependent nature of the businesses of the Parent Debtor and its
subsidiaries (including the undersigned) is such that the viability of each
subsidiary (including the undersigned) is dependent upon the continued success
of the Parent Debtor and its subsidiaries and upon the continuation of the
Parent Debtor's business relationships with its subsidiaries (including the
undersigned).

     B.  These direct and indirect benefits to the undersigned will continue
only if each Debtor continues to have access to the credit accommodations and
facilities to be afforded to it by the Bank, which the Bank will only make
available on the condition, among others, that the undersigned guaranty the
indebtedness, obligations and liabilities of each Debtor from time to time
owing to the Bank.

     NOW, THEREFORE, FOR VALUE RECEIVED and in consideration of advances made
or to be made, or credit given or to be given, or other financial accommodation
afforded or to be afforded to the Debtors by the Bank from time to time, the
undersigned hereby guarantees the full and prompt payment to the Bank at
maturity and at all times thereafter of any and all indebtedness, obligations
and liabilities of every kind and nature of each Debtor to the Bank, howsoever
evidenced, whether now existing or hereafter created or arising, whether direct
or indirect, absolute or contingent, joint or several, or joint and several and
howsoever owned, held or


<PAGE>   89


acquired, whether through discount, overdraft, purchase, direct loan or as
collateral, or otherwise (hereinafter all such indebtedness, obligations and
liabilities being collectively referred to as the "Indebtedness"); and the
undersigned further agrees to pay all expenses, legal and/or otherwise
(including court costs and reasonable attorneys' fees), paid or incurred by the
Bank in endeavoring to collect the Indebtedness, or any part thereof, and in
enforcing this guaranty in any litigation, bankruptcy or insolvency proceeding
or otherwise.

     This guaranty is a continuing, absolute and unconditional guaranty, and
shall remain in full force and effect until written notice of its
discontinuance shall be actually received by the Bank, and also until any and
all of the Indebtedness created, existing or committed to before receipt of
such notice shall be fully paid.  The liability of the undersigned hereunder
shall in no way be affected or impaired by (and the Bank is hereby expressly
authorized to make from time to time, without notice to anyone) any sale,
pledge, surrender, compromise, settlement, release, renewal, extension,
indulgence, alteration, substitution, exchange, change in, modification or
other disposition of any of the Indebtedness, either express or implied, or of
any contract or contracts evidencing any thereof, or of any security or
collateral therefor.  The liability of the undersigned hereunder shall also in
no way be affected or impaired by any acceptance by the Bank of any security
for or other guarantors upon any of the Indebtedness, or by any failure,
neglect or omission on the part of the Bank to realize upon or protect any of
the Indebtedness, or any collateral or security or other guaranty therefor, or
to exercise any lien upon or right of appropriation of any moneys, credits or
property of any Debtor possessed by the Bank toward the liquidation of the
Indebtedness, or by any application of payments or credits thereon.  The Bank
shall have the exclusive right to determine how, when and what application of
payments and credits, if any, shall be made on the Indebtedness, or any part
thereof.  In order to hold the undersigned liable hereunder, there shall be no
obligation on the part of the Bank, at any time, to resort for payment to the
Debtors or to any other guaranty, or to any other person or corporation, their
properties or estate, or resort to any collateral, security, property, liens or
other rights or remedies whatsoever and the Bank shall have the right to
enforce this guaranty irrespective of whether or not other proceedings or steps
are pending seeking resort to or realization upon or from any of the foregoing.

     All diligence in collection or protection, and all presentment, demand,
protest and/or notice, as to any and everyone, whether or not any Debtor or the
undersigned or others, of dishonor and of default and of non-payment and of the
creation and existence of any and all of the Indebtedness, and of any security
and collateral therefor, and of the acceptance of this guaranty, and of any and
all extensions of credit and indulgence, are expressly waived.

     The undersigned will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the
undersigned against any person liable for payment of the Indebtedness, or as to
any security therefor, unless and until the full amount

                                      -2-

<PAGE>   90


owing to the Bank on the Indebtedness has been paid and each commitment of the
Bank to extend credit to any Debtor shall have terminated, and the payment by
the undersigned of any amount pursuant to this guaranty shall not in any wise
entitle the undersigned to any right, title or interest (whether by way of
subrogation or otherwise) in and to any of the Indebtedness or any proceeds
thereof or any security therefor unless and until the full amount owing to the
Bank on the Indebtedness has been paid and each commitment of the Bank to
extend credit to any Debtor shall have terminated.

     In the case of the dissolution, liquidation, or insolvency (howsoever
evidenced) of, or the institution of bankruptcy or receivership proceedings
against any Debtor or the undersigned, all of the Indebtedness then existing
shall, at the option of the Bank, immediately become due and accrued and
payable from the undersigned.  All dividends or other payments received from
any Debtor, or on account of any Debtor from whatsoever source, shall be taken
and applied as payment in gross, and this guaranty shall apply to and secure
any ultimate balance that shall remain owing to the Bank.

     The Bank may, without any notice whatsoever to anyone, sell, assign, or
transfer all of the Indebtedness, or any part thereof, or grant participations
therein, and in that event each and every immediate and successive assignee,
transferee, or holder of or participant in all or any part of the Indebtedness,
shall have the right to enforce this guaranty, by suit or otherwise, for the
benefit of such assignee, transferee, holder or participant, as fully as if
such assignee, transferee, holder or participant were herein by name
specifically given such rights, powers and benefits; but the Bank shall have an
unimpaired right to enforce this guaranty for the benefit of the Bank or any
such participant, as to such of the Indebtedness that it has not sold, assigned
or transferred.

     If any payment applied by the Bank to the Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
any Debtor or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such of the Indebtedness as fully as if such application had
never been made.

     This guaranty shall be governed by and construed according to the laws of
the State of Illinois, in which State it shall be performed by the undersigned.
All payments to be made by the undersigned hereunder shall be made in the same
currency and funds in which the Indebtedness of the relevant Debtor is payable
at the principal Chicago office of Harris Trust and Savings Bank at 111 West
Monroe Street, Chicago, Illinois 60690 (or at such other place for the account
of the Bank as it may from time to time specify to the undersigned) in
immediately available and freely transferable funds at the place of payment,
all such payments to be paid without setoff, counterclaim or reduction and
without deduction for, and free from, any and all present or future

                                      -3-

<PAGE>   91


taxes, levies, imposts, duties, fees, charges, deductions, withholding or
liabilities with respect thereto or any restrictions or conditions of any
nature.  If the undersigned is required by law to make any deduction or
withholding on account of any tax or other withholding or deduction from any
sum payable by the undersigned hereunder, the undersigned shall pay any such
tax or other withholding or deduction and shall pay such additional amount
necessary to ensure that, after making any payment, deduction or withholding,
the Bank shall receive and retain (free of any liability in respect of any
payment, deduction or withholding) a net sum equal to what it would have
received and so retained hereunder had no such deduction, withholding or
payment been required to have been made.

     The undersigned waives any and all defenses, claims and discharges of the
Debtors, or any other obligor, pertaining to the Indebtedness, except the
defense of discharge by payment in full.  Without limiting the generality of
the foregoing, the undersigned will not assert, plead or enforce against the
Bank any defense of waiver, release, discharge in bankruptcy, statute of
limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
incapacity, minority, usury, illegality or unenforceability which may be
available to any Debtor or any other person or entity liable in respect of any
of the Indebtedness, or any setoff available against the Bank to any Debtor or
any such other person or entity, whether or not on account of a related
transaction.  The undersigned agrees that the undersigned shall be and remain
liable for any deficiency remaining after foreclosure of any mortgage or
security interest securing the Indebtedness, whether or not the liability of
the Debtors or any other obligor for such deficiency is discharged pursuant to
statute or judicial decision.

     Notwithstanding anything herein to the contrary, the right of recovery
against the undersigned under this guaranty shall not exceed the Maximum
Liability Amount.  For purposes hereof, the term "Maximum Liability Amount"
shall mean $1.00 less than the amount of the lowest claim on this guaranty
which would render it void or voidable under applicable law against the
undersigned.

     Any invalidity or unenforceability of any provision or application of this
guaranty shall not affect other lawful provisions and applications hereof, and
to this end the provisions of this guaranty are declared to be severable.  This
guaranty may not be waived, amended, released or otherwise changed except by a
writing signed by the Bank.

     All notices or other communications given hereunder by the Bank to the
undersigned shall be addressed to the undersigned at its address below
(directed to the attention of the President) or to such other address as the
undersigned shall designate by notice in writing to the Bank.  Any such notice
or other communication shall be effective only upon receipt thereof by the
undersigned.


                                      -4-

<PAGE>   92


     This guaranty and every part thereof shall be binding upon the
undersigned, and upon the heirs, legal representatives, successors and assigns
of the undersigned, and shall inure to the benefit of the Bank, its successors,
legal representatives and assigns.  The undersigned waives notice of the Bank's
acceptance hereof.

     SIGNED AND DELIVERED by the undersigned, this 23rd day of September, 1997.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS GUARANTY AS
OF THE TIME OF EXECUTION.

                                             COMSHARE (U.S.), INC.
(SEAL)

                                             By
                                               -------------------------------- 
                                               Its

ADDRESS:

555 Briarwood Circle
Ann Arbor, Michigan  48108



                                      -5-
<PAGE>   93


                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT made as of this 23rd day of September, 1997, by
and among Comshare, Incorporated, a Michigan corporation (the "Parent
Borrower"), and the other parties executing this Agreement under the heading
"Debtors" (the and such other parties, along with any parties who execute and
deliver to the Agent an agreement attached hereto as Schedule C, being
hereinafter referred to collectively as the "Debtors" and individually as a
"Debtor"), each with its mailing address as set forth on Schedule A hereto, and
Harris Trust and Savings Bank, an Illinois banking corporation (the"Bank"),
with its mailing address at 111 West Monroe Street, P.O. Box 755, Chicago,
Illinois 60690;

                         W I T N E S S E T H   T H A T:

     WHEREAS, the Debtors (other than the Parent Borrower) are subsidiaries or
affiliates of the Parent Borrower; and

     WHEREAS, the Parent Borrower and one or more of its subsidiaries (the
Parent Borrower and each such subsidiary being hereafter referred to
collectively as the "Borrowers" and individually as a "Borrower") have obtained
and may from time to time hereafter obtain credit and other financial
accommodations from the Bank and have incurred and may from time to time
hereafter incur liabilities to the Bank; and

     WHEREAS, each Debtor, and especially the Parent Borrower, provides each of
the other Debtors with substantial financial, management, administrative and
technical support; and

     WHEREAS, the interdependent nature of the businesses and hence of each of
the Debtors is such that the viability of each Debtor is dependent upon the
continued success of the other Debtors and, upon the continuation of such
Debtor's business relationships with the other Debtors, and the continuation
thereof necessitates each Borrower's access to credit and other financial
accommodations from the Bank, which the Bank will only make available to a
Borrower on the condition, among others, that the other Debtors pledge their
respective assets to secure all indebtedness, obligations and liabilities of
each Borrower from time to time owing to the Bank; and

     WHEREAS, each Debtor will directly and substantially benefit from credit
and other financial accommodations extended and to be extended by the Bank to
the Borrowers;

     NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances made
or to be made, or credit accommodations given or to be given, to the Borrowers
by the Bank from time to time, each Debtor hereby agrees as follows:



<PAGE>   94


     1. Security Interest. Accordingly, each Debtor, in order to secure the
prompt payment and performance in full when due (whether by lapse of time,
acceleration or otherwise) of (i) any and all indebtedness, obligations and
liabilities of whatsoever kind and nature of each Borrower to the Bank (whether
arising before or after the filing of a petition in bankruptcy), whether direct
or indirect, absolute or contingent, due or to become due, and whether now
existing or hereafter arising and howsoever held, evidenced or acquired, and
whether several, joint or joint and several, (ii) any and all indebtedness,
obligations and liabilities of whatsoever kind and nature of each other Debtor,
to the Bank (whether arising before or after the filing of a petition in
bankruptcy), whether direct or indirect, absolute or contingent, due or to
become due, and whether now existing or hereafter arising and howsoever held
evidenced or acquired and (iii) any and all reasonable expenses and charges,
legal or otherwise, suffered or incurred by the Bank in collecting or in
enforcing any of such indebtedness, obligations and liabilities or realizing on
or protecting or preserving any security therefor, including, without
limitation, the lien and security interest granted hereby (all of the
indebtedness, obligations, liabilities, expenses and charges described in
clauses (i), (ii) and (iii) above being hereinafter referred to as the
"Obligations"), each Debtor hereby grants to the Bank a security interest in
and right of setoff against, and acknowledges and agrees that the Bank has and
shall continue to have a continuing security interest in and right of setoff
against, any and all of such Debtor's:

           (a) Receivables.  Receivables whether now existing or hereafter
      created or arising, and however evidenced or acquired, or in which such
      Debtor now has or hereafter acquires any rights (the term "Receivables"
      means and includes all accounts, accounts receivable, instruments, notes,
      drafts, acceptances, chattel paper, any right of such Debtor to payment
      for goods sold or leased or for services rendered, whether or not earned
      by performance, and all other forms of obligations owing to such Debtor);

           (b) Customer Contracts.  All right, title and interest in, to and
      under contracts entered into by such Debtor with customers in its
      ordinary course of business, whether now existing or hereafter created,
      acquired or arising, or contracts in which such Debtor now has or
      hereafter acquires any rights, including without limitation all such
      rights to payment with respect to (i) software license agreements, (ii)
      software maintenance agreements, (iii) software distribution agreements
      and (iv) software implementation and consulting services agreements;

           (c) Records and Cabinets.  Supporting evidence and documents
      relating to any of the above-described property, including without
      limitation, copies of computer programs, disks, tapes and related
      electronic data processing media, rights of such Debtor to retrieve the
      same from third parties, written applications, credit information,
      account cards, payment records, correspondence, delivery and installation
      certificates, invoice copies, delivery receipts, notes and other
      evidences of indebtedness, together with all

                                      -2-

<PAGE>   95


      books of account, ledgers and cabinets in which the same are reflected or
      maintained, all whether now existing or hereafter arising;

           (d) Accessions and Additions.  All accessions and additions to and
      substitutions and replacements of any of the foregoing, whether now
      existing or hereafter arising; and

           (e) Proceeds.  All proceeds of the foregoing, whether now existing
      or hereafter arising;

all of the foregoing being herein sometimes referred to as the "Collateral".

     The terms "Debtor" and "Debtors" as used herein shall mean and include the
Debtors collectively and also each individually, with all grants,
representations, warranties and covenants of and by the Debtors, or any of
them, herein contained to constitute joint and several grants, representations,
warranties and covenants of and by the Debtors; provided that, unless the
context in which the same is used shall otherwise require, any grant,
representation, warranty or covenant contained herein related to the Collateral
shall be made by each such Debtor only with respect to the Collateral owned by
it or represented by such Debtor as owned by it.

     2. Covenants, Agreements, Representations and Warranties.  Each Debtor
hereby covenants and agrees with, and represents and warrants to the Bank that:

           (a) Such Debtor is a corporation or other entity duly organized,
      existing and in good standing under the laws of the state, province or
      country of its incorporation or organization, is the sole and lawful
      owner of its Collateral and has full right, power and authority to enter
      into this Agreement and to perform each and all of the matters and things
      herein provided for; and the execution and delivery of this Agreement,
      and the observance and performance of any of the matters and things
      herein set forth, will not violate or contravene in any material respect
      any provision of law or of the articles of incorporation or by-laws or
      other organizational agreement of such Debtor or of any indenture, loan
      agreement or other agreement of or affecting such Debtor or any of its
      properties, or result in the creation or imposition of any liens or
      encumbrance on any property of such Debtor.

           (b) The Collateral is and will remain in each Debtor's possession at
      the locations listed under Column 2 on Schedule A attached hereto.  Each
      Debtor's respective chief executive office is listed opposite its name on
      Schedule A attached hereto and the Debtors have no other places of
      business other than those listed under Column 3 on Schedule A attached
      hereto.  No Debtor will remove its Collateral from the locations

                                      -3-

<PAGE>   96


      specified in the first sentence of this Section 2(b) without the Bank's
      prior written consent (provided that if for any reason Collateral is at
      any time kept or located at locations other than its present location or
      locations hereafter consented to by the Bank, the Bank shall nevertheless
      have and retain a security interest therein).

           (c) The Collateral and every part thereof is and will be free and
      clear of all security interests, liens (including without limitation
      mechanics, laborers and statutory liens), attachments, levies and
      encumbrances of every kind, nature and description and whether voluntary
      or involuntary except for the security interest of the Bank therein and
      as otherwise provided in the Credit Agreement (as hereinafter defined),
      and each Debtor will warrant and defend its Collateral against any claims
      and demands of all persons at any time claiming the same or any interest
      therein adverse to the Bank.

           (d) Each Debtor will pay promptly when due all material taxes,
      assessments, and governmental charges and levies upon or against its
      Collateral in each case before the same become delinquent and before
      penalties accrue thereon, unless and to the extent that the same are
      being contested in good faith by appropriate proceedings.

           (e) Each Debtor at its own cost and expense will maintain, keep and
      preserve its Collateral in good repair and condition and will not waste
      or destroy such Collateral or any part thereof and will not be negligent
      in the care and use of any Collateral and will not use or permit to be
      used any Collateral in violation of any statute, ordinance or other
      governmental requirement.  Each Debtor will perform in all material
      respects its obligations under any contract or other agreement
      constituting part of the Collateral, it being understood and agreed that
      the Bank has no responsibility to perform such obligations.

           (f) Except for liens permitted by the Credit Agreement and subject
      to Section 4(a) hereof, no Debtor will, without the Bank's prior written
      consent, sell, assign, mortgage, lease or otherwise dispose of its
      Collateral or any interest therein.

           (g) Each Debtor will at all times allow the Bank or its
      representatives free access to and right of inspection of the Collateral;
      provided, however, except during the continuance of any event of default
      hereunder, such access and inspection shall be made only after reasonable
      notice to the Parent Borrower or the relevant Debtor and during normal
      business hours.  As to any premises not owned by any of the Debtors
      wherein any of the Collateral is located, if any, the appropriate Debtor
      shall, if the Bank so requests, cause each party having any right, title
      or interest in, or lien on, any of such premises to enter into an
      agreement (any such agreement to contain a legal description of such
      premises) whereby such party disclaims any right, title and interest in,
      and lien on, the

                                      -4-

<PAGE>   97


      Collateral, allowing the removal of such Collateral by the Bank and
      otherwise in form and substance acceptable to the Bank.

           (h) Each Debtor agrees from time to time to deliver to the Bank such
      evidence of the existence and identity of such Debtor's Collateral and of
      its availability as collateral security pursuant hereto (including,
      without limitation, schedules describing all Receivables created or
      acquired by such Debtor, copies of customer invoices or the equivalent
      and original shipping or delivery receipts for all merchandise and other
      goods sold or leased or services rendered, together with such Debtor's
      warranty of the genuineness thereof), as the Bank may reasonably request.

           (i) Each Debtor will comply in all material respects with the terms
      and conditions of any leases, easements, right-of-way agreements or other
      agreements covering the premises wherein its Collateral is located and
      any orders, ordinances, laws or statutes of any city, state or other
      governmental entity, department or agency having jurisdiction with
      respect to such premises or the conduct of business thereon.

           (j) On failure of any Debtor to perform any of the covenants and
      agreements herein contained, the Bank may, at its option but in any event
      with notice to the Parent Borrower or such Debtor (which need not
      necessarily be prior notice), perform the same and in so doing may expend
      such sums as the Bank may reasonably deem advisable in the performance
      thereof, including without limitation the payment of any taxes, liens and
      encumbrances, expenditures made in defending against any adverse claim
      and all other expenditures which the Bank may be compelled to make by
      operation of law or which the Bank may make by agreement or otherwise for
      the protection of the security hereof.  All such sums and amounts so
      expended shall be repayable by the Debtors immediately without notice or
      demand, shall constitute so much additional Obligations hereby secured
      and shall bear interest from the date said amounts are expended at the
      rate per annum (computed on the basis of a 360-day year for the actual
      number of days elapsed) determined by adding 2% to the rate per annum
      from time to time announced by said Harris Trust and Savings Bank as its
      prime commercial rate with any change in such rate per annum as so
      determined by reason of a change in such prime commercial rate to be and
      become effective as of and on the date of such change in said prime
      commercial rate (such rate per annum as so determined being hereinafter
      referred to as the "Default Rate").  No such performance of any covenant
      or agreement by the Bank on behalf of any Debtor and no such advancement
      or expenditure therefor, shall relieve any Debtor of any default under
      the terms of this Agreement.  The Bank, in making any payment hereby
      authorized may do so according to any bill, statement or estimate
      procured from the appropriate public office or holder of the claim to be
      discharged without inquiry into the accuracy of such bill, statement or
      estimate or into the validity of any tax assessment,

                                      -5-

<PAGE>   98


      sale, forfeiture, tax lien or title or claim.  The Bank, in performing
      any act hereunder, shall be the sole judge of whether any Debtor is
      required to perform the same under the terms of this Agreement.

           (k) Each Debtor warrants that such Debtor has not transacted
      business, and does not transact business, under any trade names except as
      set forth on Schedule B.  Each Debtor agrees that it will not change its
      name or transact business under any trade names without first giving the
      Bank 30 days' prior written notice of its intent to do so.

           (l) Each Debtor agrees to execute and deliver to the Bank such
      further agreements and assignments or other instruments and to do all
      such other things as the Bank may deem necessary or appropriate to assure
      the Bank its security interest hereunder, including such financing
      statement or statements or amendments thereof or supplements thereto or
      other instruments as the Bank may from time to time require in order to
      comply with the Uniform Commercial Code as enacted in the State of
      Illinois and any successor statute(s) thereto (the "Code").  Each Debtor
      hereby agrees that a carbon, photographic or other reproduction of this
      Agreement or any such financing statement is sufficient for filing as a
      financing statement by the Bank without notice thereof to any Debtor
      wherever the Bank in its sole discretion desires to file the same.  In
      the event for any reason the law of any other jurisdiction than Illinois
      becomes or is applicable to the Collateral or any part thereof, or to any
      of the Obligations, each Debtor agrees to execute and deliver all such
      instruments and to do all such other things as the Bank in its sole
      discretion deems necessary or appropriate to preserve, protect and
      enforce the security interests of the Bank under the law of such other
      jurisdiction to at least the same extent as such security interests would
      be protected under the Code.  If any Collateral is in the possession or
      control of any of a Debtor's agents or processors and unless the Bank
      requests otherwise, such Debtor agrees to notify such agents or
      processors in writing of the Bank's security interests therein, and upon
      the Bank's request instruct them to hold all such Collateral for the
      Bank's account and subject to the Bank's instructions.  The Debtors agree
      to mark their books and records to reflect the security interests of the
      Bank in the Collateral.

     3. Special Provisions Re:  Receivables.  (a) As of the time any Receivable
which is an account receivable becomes subject to the security interests
provided for hereby, each Debtor shall be deemed to have warranted as to each
and all of its Receivables that each such Receivable and all papers and
documents relating thereto are genuine and in all respects what they purport to
be; that each such Receivable is valid and subsisting and if such Receivable is
an account receivable, arises out of and for services theretofore actually
rendered or to be rendered by such Debtor to, the account debtor named therein;
that the amount of the Receivable represented as owing is the correct amount
actually and unconditionally owing, except for normal cash

                                      -6-

<PAGE>   99


discounts on normal trade terms in the ordinary course of business if such
Receivable is an account receivable; that the amount of such Receivable
represented as owing is not disputed, and is not subject to any set-offs,
credits, deductions or counter charges; that no Receivable is evidenced by any
instrument or chattel paper unless such instrument or chattel paper has
theretofore been endorsed by the appropriate Debtor and delivered to the Bank
(except to the extent the Bank specifically requests such Debtor not to do so
with respect to any such instrument or chattel paper); and that no surety bond
was required or given in connection with said Receivable or the contracts or
purchase orders out of which the same arose.  Without limiting the foregoing,
if any Receivable arises out of a contract with the United States of America or
any of its departments, agencies or instrumentalities, each Debtor agrees to
notify the Bank and execute whatever instruments are required by the Bank in
order that such Receivable shall be assigned to the Bank and that proper notice
of such assignment shall be given under the Federal Assignment of Claims Act.

     (b) Each Debtor shall keep all of its books and records relating to the
Receivables only at its chief executive office described in Section 2(b) hereof
or at the chief executive office of the Parent Borrower.

     (c) From time to time, as the Bank may reasonably request of any Debtor,
such Debtor shall provide the Bank with schedules describing all Receivables
created or acquired by such Debtor, provided, however, that the failure of such
Debtor to execute and deliver such schedules shall not affect or limit the
Bank's security interest or other rights in and to any such Receivables.
Together with each schedule, each Debtor shall if reasonably requested by the
Bank, furnish copies of customers' invoices or the equivalent, and original
shipping or delivery receipts, for all merchandise sold, and each Debtor
warrants the genuineness thereof.

     4. Collection of Receivables.  (a) Unless and until an event of default
hereunder occurs, each Debtor shall make collection of all of its Receivables
and may use the same to carry on its business in accordance with sound business
practice and otherwise subject to the terms hereof.

     (b) Whether or not the Bank has exercised any or all of its rights under
other provisions of this Section 4 and upon the occurrence and during the
continuation of any event of default hereunder, in the event the Bank requests
any Debtor to do so:

           (i) all instruments and chattel paper at any time constituting part
      of the Receivables (including any postdated checks) shall, upon receipt
      by such Debtor, be immediately endorsed to and deposited with Bank;
      and/or


                                      -7-

<PAGE>   100


           (ii) such Debtor shall instruct all account debtors to remit all
      payments in respect of Receivables to a lockbox to be maintained at the
      main post office, Chicago, Illinois under the sole custody and control of
      Bank.

     (c) Upon the occurrence and during the continuation of any event of
default hereunder and whether or not the Bank has exercised any or all of its
rights under other provisions of this Section 4, the Bank or its designee may
notify any Debtor's customers or account debtors at any time that Receivables
have been assigned to the Bank or of the Bank's security interest therein and
either in its own name, or such Debtor's or both, demand, collect (including
without limitation through a lockbox analogous to that described in Section
4(b)(ii) hereof), receive, receipt for, sue for, compound and give acquittance
for any or all amounts due or to become due on Receivables, and in the Bank's
discretion file any claim or take any other action or proceeding which the Bank
may deem necessary or appropriate to protect and realize upon the security
interest of the Bank in the Receivables.

     (d) Any proceeds of Receivables or other Collateral transmitted to or
otherwise received by the Bank pursuant to any of the provisions of Sections
4(b) or 4(c) hereof shall be handled and administered by the Bank in and
through a remittance account at the Bank and each Debtor acknowledges that the
maintenance of such remittance account by the Bank is solely for the Bank's own
convenience and that such Debtor does not have any right, title or interest in
such remittance account or any amounts at any time standing to the credit
thereof.  The Bank may apply all or any part of any proceeds of Receivables or
other Collateral received by it from any source to the payment of the
Obligations (whether or not then due and payable), such applications to be made
in such amounts, in such manner and order and at such intervals as the Bank may
from time to time in its discretion determine, but not less often than once
each week.  The Bank need not apply or give credit for any item included in
proceeds of Receivables or other Collateral until the Bank has received final
payment therefor at its office in cash or final solvent credits current in
Chicago, Illinois, acceptable to the Bank as such.  However, if the Bank does
give credit for any item prior to receiving final payment therefor and the Bank
fails to receive such final payment or an item is charged back to the Bank for
any reason, the Bank may at its election in either instance charge the amount
of such item back against the remittance account, together with interest
thereon at the Default Rate.  Each Debtor shall accompany each transmission of
any proceeds of Receivables or other Collateral to the Bank with a report in
such form as the Bank shall require identifying the particular Receivable or
other Collateral from which the same arises or relates.  The Bank, however,
agrees that unless and until default occurs in the payment when due of any of
the Obligations or any other event occurs or condition exists which constitutes
an event of default hereunder or under any indenture or loan or credit
agreement at any time in effect between such Debtor and the Bank or which, with
the lapse of time or the giving of notice, or both, would constitute such an
event of default, the Bank will release proceeds of Collateral from the
remittance account from time to time but not less often

                                      -8-

<PAGE>   101


than once per week.  The Debtors hereby jointly and severally indemnify the
Bank from and against all liabilities, damages, losses, actions, claims,
judgments, costs, expenses, charges and reasonable attorney's fees suffered or
incurred by the Bank because of the maintenance of the foregoing arrangements.
The Bank shall have no liability or responsibility to any Debtor for accepting
any check, draft or other order for payment of money bearing the legend
"payment in full" or words of similar import or any other restrictive legend or
endorsement whatsoever or be responsible for determining the correctness of any
remittance.

     5. Power of Attorney.  In addition to any other powers of attorney
contained herein, each Debtor appoints the Bank, its nominee, or any other
person whom the Bank may designate as such Debtor's attorney in fact, with full
power to endorse such Debtor's names on any checks, notes, acceptances, money
orders, drafts or other forms of payment or security that may come into the
Bank's possession, to sign such Debtor's names on any invoice or bill of lading
relating to any Receivables, on drafts against customers, on schedules and
assignments of Receivables, on notices of assignment, on public records, on
verifications of accounts and on notices to customers, to send requests for
verification of Receivables to customers or account debtors, and to do all
things necessary to carry out this Agreement and after an event of default has
occurred hereunder, to notify the post office authorities to change the address
for delivery of such Debtor's mail to an address designated by the Bank and to
receive, open and dispose of all mail addressed to such Debtor.  Each Debtor
hereby ratifies and approves all acts of any such attorney and agree that
neither the Bank nor any such attorney will be liable for any acts or omissions
nor for any error of judgment or mistake of fact or law other than their own
gross negligence or willful misconduct.  The foregoing power of attorney, being
coupled with an interest, is irrevocable until the Obligations have been fully
satisfied and each commitment of the Bank to extend credit to a Borrower or any
of them has expired or terminated.  The Bank may file one or more financing
statements disclosing its security interest in any or all of the Collateral
without any Debtor's signature appearing thereon.  Each Debtor also hereby
grants the Bank a power of attorney to execute any such financing statement, or
amendments and supplements to financing statements, on behalf of such Debtor
without notice thereof to any Debtor, which power of attorney is coupled with
an interest and is irrevocable until the Obligations have been fully satisfied.

     6. Defaults and Remedies.  (a) The occurrence of any one or more of the
following events shall constitute an "event of default" hereunder:

           (i) default in the payment when due (whether by lapse of time,
      acceleration or otherwise) of all or any part of the principal of the
      Obligations or any part thereof; or

           (ii) default for five (5) business days or more on the payment when
      due of the remainder of the Obligations (including, without limitation,
      interest or any fee or other amount comprising such remainder of the
      Obligations); or


                                      -9-
<PAGE>   102


           (iii) any representation or warranty made by the Debtors or any of
      them herein, or in any statement or certificate furnished by it pursuant
      hereto, or in connection with this Agreement, shall be false in any
      material respect as of the date of the issuance or making thereof; or

           (iv) default in the observance or performance of any other provision
      hereof which is not remedied within thirty (30) days after written notice
      thereof to the appropriate Debtor by the Bank; or

           (v) the occurrence of any event or the existence of any condition
      which is specified as an Event of Default under the Credit Agreement,
      whether or not the same is in force.

The term "event of default" as used herein shall mean the events of default
specified in this Section 6.

     (b) Upon the occurrence of any event of default hereunder, the Bank shall
have, in addition to all other rights provided herein or by law, the rights and
remedies of a secured party under the Code (regardless of whether the Code is
the law of the jurisdiction where the rights or remedies are asserted and
regardless of whether the Code applies to the affected Collateral), and further
the Bank may, without demand and without advertisement or notice, all of which
each Debtor hereby waives, at any time or times, sell and deliver any or all
Collateral held by or for it at public or private sale, for cash, upon credit
or otherwise, at such prices and upon such terms as the Bank deems advisable,
in its sole discretion.  In addition to all other sums due the Bank hereunder,
the Debtors jointly and severally agree to pay to the Bank all costs and
expenses incurred by the Bank, including a reasonable allowance for attorneys'
fees and court costs, in obtaining, liquidating or enforcing payment of
Collateral or Obligations or in the prosecution or defense of any action or
proceeding by or against the Bank or the Debtors or any of them concerning any
matter arising out of or connected with this Agreement or the Collateral or
Obligations, including without limitation any of the foregoing arising in,
arising under or related to a case under the Bankruptcy Code.  Any requirement
of reasonable notice shall be met if such notice is personally served on or
mailed, postage prepaid, to the Debtors in accordance with Section 10(b) hereof
at least 10 days before the time of sale or other event giving rise to the
requirement of such notice; however, no notification need be given to a Debtor
if that Debtor has signed, after an event of default hereunder has occurred, a
statement renouncing any right to notification of sale or other intended
disposition.  The Bank shall not be obligated to make any sale or other
disposition of the Collateral regardless of notice having been given.  The Bank
may be the purchaser at any such sale.  Each Debtor hereby waives all of its
rights of redemption from any such sale.  Subject to the provisions of
applicable law, the Bank may postpone or cause the postponement of the sale of
all or any portion of the Collateral by announcement at the time and

                                      -10-

<PAGE>   103


place of such sale, and such sale may, without further notice, be made at the
time and place to which the sale was postponed or the Bank may further postpone
such sale by announcement made at such time and place.

     (c) Without in any way limiting the foregoing, the Bank shall after an
event of default has occurred hereunder have the right, in addition to all
other rights provided herein or by law, to take physical possession of any and
all of the Collateral and anything found therein, the right for that purpose to
enter without legal process any premises where the Collateral may be found
(provided such entry be done lawfully), and the right to maintain such
possession on each Debtor's premises (each Debtor hereby agreeing to lease
warehouses without cost or expense to the Bank or its designee if the Bank so
requests) or to remove its Collateral or any part thereof to such other places
as the Bank may desire.  Each Debtor shall, upon the Bank's demand, assemble
its Collateral and make it available to the Bank at a place designated by the
Bank.  If the Bank exercises its right to take possession of the Collateral,
each Debtor shall also at its expense perform any and all other steps requested
by the Bank to preserve and protect the security interest hereby granted in the
Collateral, such as placing and maintaining signs indicating the security
interest of the Bank, appointing overseers for the Collateral.

     (d) The proceeds and avails of the Collateral at any time received by the
Bank after an event of default hereunder shall have occurred shall, when
received by the Bank in cash or its equivalent, be applied by the Bank as
follows:

           (i) First, to the payment and satisfaction of all sums paid and
      costs and expenses incurred by the Bank hereunder or otherwise in
      connection herewith, including such monies paid or incurred in connection
      with protecting, preserving or realizing upon the Collateral or enforcing
      any of the terms hereof, including reasonable attorneys' fees and court
      costs, together with any interest thereon (but without preference or
      priority of principal over interest or of interest over principal), to
      the extent the Bank is not reimbursed therefor by the Debtors; and

           (ii) Second, to the payment and satisfaction of the remaining
      Obligations, whether or not then due (in whatever order the Bank elects),
      both for interest and principal.

The Debtors shall remain jointly and severally liable to the Bank for any
deficiency.  Any surplus remaining after the full payment and satisfaction of
the foregoing may be returned to Debtors or to whomsoever a court of competent
jurisdiction shall determine to be entitled thereto.

     (e) Failure by the Bank to exercise any right, remedy or option under this
Agreement or any other agreement between the Debtors or any of them and the
Bank or provided by law, or

                                      -11-

<PAGE>   104


delay by the Bank in exercising the same, shall not operate as a waiver; no
waiver shall be effective unless it is in writing, signed by the Bank and then
only to the extent specifically stated.  Neither the Bank, nor any party acting
as attorney for the Bank, shall be liable for any acts or omissions or for any
error of judgment or mistake of fact or law other than their gross negligence
or willful misconduct.  The rights and remedies of the Bank under this
Agreement shall be cumulative and not exclusive of any other right or remedy
which the Bank may have.

     7. Continuing Agreement.  This Agreement shall be a continuing agreement
in every respect and shall remain in full force and effect until all of the
Obligations, both for principal and interest, have been fully paid and
satisfied and each commitment of the Bank to extend any credit to a Borrower
shall have terminated.

     8. Primary Security; Obligations Absolute.  The lien and security herein
created and provided for stand as direct and primary security for the
Obligations.  No application of any sums received by the Bank in respect of the
Collateral or any disposition thereof to the reduction of the Obligations or
any portion thereof shall in any manner entitle any Debtor to any right, title
or interest in or to the Obligations or any collateral security therefor,
whether by subrogation or otherwise, unless and until all Obligations have been
fully paid and satisfied and each commitment of the Bank to extend credit to a
Borrower shall have expired.  Each Debtor acknowledges and agrees that the lien
and security hereby created and provided for are absolute and unconditional and
shall not in any manner be affected or impaired by any acts or omissions
whatsoever of the Bank or any other holder of any of the Obligations, and
without limiting the generality of the foregoing, the lien and security hereof
shall not be impaired by any acceptance by the Bank or any holder of any of the
Obligations of any other security for or guarantors upon any of the Obligations
or by any failure, neglect or omission on the part of the Bank or any other
holder of any of the Obligations to realize upon or protect any of the
Obligations or any collateral security therefor.  The lien and security hereof
shall not in any manner be impaired or affected by (and the Bank, without
notice to anyone, is hereby authorized to make from time to time) any sale,
pledge, surrender, compromise, settlement, release, renewal, extension,
indulgence, alteration, substitution, exchange, change in, modification or
disposition of any of the Obligations, or of any collateral security therefor,
or of any guaranty thereof or of any obligor thereon.  The Bank may at its
discretion at any time grant credit to any one or more of the Borrowers without
notice to any Debtor in such amounts and on such terms as the Bank may elect
(all of such to constitute additional Obligations) without in any manner
impairing the lien and security hereby created and provided for.  No release,
compromise or discharge of any Debtor hereunder or with respect to any of the
Obligations or any Collateral provided by such Debtor shall release or
discharge, or impair the agreements of, any other Debtor hereunder or in any
manner impair the liens and security interests granted by any other Debtor
hereunder; and the Bank may proceed against the Collateral provided hereunder
by any one or more of the Debtors without proceeding against the other Debtors,
their respective properties or any other security or

                                      -12-

<PAGE>   105


guaranty whatsoever.  Without limiting the generality of the foregoing, the
Bank may at any time or from time to time release any Debtor from its
obligations hereunder or under any guaranty of the Obligations or release any
Collateral or effect any compromise with any Debtor, and no such release or
compromise shall in any manner impair or otherwise effect the liens granted by,
or the obligations of, the other Debtors hereunder.  In order to foreclose or
otherwise realize hereon and to exercise the rights granted the Bank hereunder
and under applicable law, there shall be no obligation on the part of the Bank
or any other holder of any of the Obligations at any time to first resort for
payment to the Borrowers or any other obligor on any of the Obligations or to
any guaranty of the Obligations or any portion thereof or to resort to any
other collateral security, property, liens or any other rights or remedies
whatsoever, and the Bank shall have the right to enforce this instrument
irrespective of whether or not other proceedings or steps are pending seeking
resort to or realization upon or from any of the foregoing.

     9. Personal Jurisdiction.  (a) Exclusive Jurisdiction.  To the extent
permissible under the laws of any jurisdiction located outside of the United
States of America and except as provided in subsection (b), the Bank and the
Debtors agree that all disputes among them arising out of, connected with,
related to, or incidental to the relationship established among them in
connection with this Agreement, and whether arising in contract, tort, equity,
or otherwise, shall be resolved only by state or federal courts located in Cook
County, Illinois, United States of America, but each of the Bank and the
Debtors acknowledge that any appeals from those courts may have to be heard by
a court located outside of Cook County, Illinois, United States of America.
Each of the Debtors waives in all disputes any objection that such Debtor may
have to the location of the court considering the dispute.

     (b) Other Jurisdictions.  Each of the Debtors agrees that the Bank shall
have the right to proceed against each of the Debtors or their Collateral in a
court in any location to enable the Bank to realize on the Collateral, or to
enforce a judgment or other court order entered in favor of the Bank.  Each of
the Debtors agrees that it will not assert any permissive counterclaims in any
proceeding brought in accordance with this provision by the Bank to realize on
Collateral, or to enforce a judgment or other court order in favor of the Bank.
Each of the Debtors waives any objection that it may have to the location of
the court in which the Bank has commenced a proceeding described in this
Subsection.

     10. Miscellaneous.  (a) This Agreement cannot be changed or terminated
orally.  All of the rights, privileges, remedies and options given to the Bank
hereunder shall inure to the benefit of its successors and assigns, and all the
terms, conditions, promises, covenants, representations and warranties of and
in this Agreement shall bind each Debtor and its legal representatives,
successors and assigns, provided that no Debtor may assign its rights or
delegate its duties hereunder without the Bank's prior written consent.  Each
Debtor hereby releases the

                                      -13-

<PAGE>   106


Bank from any liability for any act or omission relating to its Collateral or
this Agreement, except the Bank's gross negligence or willful misconduct.

     (b) All communications provided for herein shall be in writing (including
as such, communications by telecopy), except as otherwise specifically provided
for hereinabove, and shall be deemed to have been given or made when served
personally or when deposited in the United States mail addressed if to any
Debtor at the Parent Borrower's chief executive office at 555 Briarwood Circle,
Ann Arbor, Michigan 48108, or if to the Bank, at its respective address set
forth opposite its signature to the Credit Agreement, or at such other address
as shall be designated by any party hereto in a written notice given to each
party pursuant to this Section 10(b).

     (c) The term "Credit Agreement" as used herein shall mean that certain
Credit Agreement dated as of September 23, 1997 by and between the Parent
Borrower, Comshare Limited, a private limited company organized under the laws
of England and Wales, and the Bank as the same may be amended or modified from
time to time, and any Credit Agreement between the Borrowers and the Bank which
replaces the foregoing Credit Agreement.  All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in
the Credit Agreement.

     (d) Notwithstanding anything herein to the contrary, the right of recovery
hereunder against any Debtor with respect to the Obligations shall be limited
to $1.00 less than the amount of the lowest claim hereunder against such Debtor
which would render this Agreement void or voidable under applicable law.

     (e) In the event that any provision hereof shall be deemed to be invalid
by reason of the operation of any law or by reason of the interpretation placed
thereon by any court, this Agreement shall be construed as not containing such
provision, but only as to such locations where such law or interpretation is
operative, and the invalidity of such provision shall not affect the validity
of any remaining provision hereof, and any and all other provisions hereof
which are otherwise lawful and valid shall remain in full force and effect.
Without limiting the generality of the foregoing, in the event that this
Agreement shall be deemed to be invalid or otherwise unenforceable with respect
to any Debtor, such invalidity or unenforceability shall not affect the
validity of this Agreement with respect to the other Debtors.

     (f) To the extent permissible under the laws of any jurisdiction located
outside of the United States of America, this Agreement shall be deemed to have
been made in the State of Illinois and shall be governed by the internal laws
of the State of Illinois (without regard to the principles of conflicts of
law).  All terms which are used in this Agreement which are defined in the Code
shall have the same meanings herein as said terms do in the Code unless this

                                      -14-

<PAGE>   107


Agreement shall otherwise specifically provide.  The headings in this
instrument are for convenience of reference only and shall not limit or
otherwise affect the meaning of any provision hereof.

     (g) This Agreement may be executed in any number of counterparts, each
constituting an original, but all together one and the same instrument.  Each
Debtor acknowledges that this Agreement is and shall be effective upon its
execution and delivery by such Debtor to the Bank, and it shall not be
necessary for the Bank to execute this Agreement or any other acceptance hereof
or otherwise to signify or express its acceptance hereof.

     (h) In the event the Bank shall at any time in its discretion permit a
substitution of Debtors hereunder or a party shall wish to become a Debtor
hereunder, such substituted or additional Debtor shall, upon executing an
agreement in the form attached hereto as Schedule C, become a party hereto and
be bound by all the terms and conditions hereof to the same extent as though
such Debtor had originally executed this Agreement and in the case of a
substitution, in lieu of the Debtor being replaced.  No such substitution shall
be effective absent the written consent of Bank nor shall it in any manner
affect the obligations of the other Debtors hereunder.


                                      -15-

<PAGE>   108


     IN WITNESS WHEREOF, the Debtors have caused this Agreement to be duly
executed as of this 23rd day of September, 1997.

                                             COMSHARE, INCORPORATED
                                             COMSHARE (U.S.), INC.
                                             COMSHARE INTERNATIONAL B.V.
                                             COMSHARE LIMITED
                                             CS IBERIA SL
                                             CS SRL
                                             COMSHARE HOLDINGS COMPANY
                                             COMSHARE LIMITED
                                             COMSHARE INTERNATIONAL LIMITED
                                             COMSHARE GMBH
                                             COMSHARE S.A.
                                             COMSHARE SOUTH PACIFIC PTY LTD.


                                             By
                                                Name:
                                                     -------------------------- 
                                                Title:
                                                      ------------------------- 


                                      -16-
<PAGE>   109




                                   SCHEDULE A

<TABLE>
<CAPTION>
           COLUMN 1                        COLUMN 2                        COLUMN 3
        NAME OF DEBTOR                       CHIEF                                 
       (AND FEDERAL TAX                    EXECUTIVE                   ADDITIONAL PLACES
      I.D. NUMBER IF ANY)                   OFFICE                        OF BUSINESS
<S>                              <C>                            <C>
    Comshare, Incorporated           555 Briarwood Circle                    None
      Tax ID #38-1804887           Ann Arbor, Michigan 48108                     

     Comshare (U.S.), Inc.           555 Briarwood Circle       5901-B Peachtree Dunwoody Road
      Tax ID #38-3295148           Ann Arbor, Michigan 48108           Atlanta, Georgia

                                                                One New England Executive Park
                                                                  Burlington, Massachussetts

                                                                    8755 West Higgins Road
                                                                           Suite 800
                                                                       Chicago, Illinois

                                                                    4101 McEwen, Suite 540
                                                                         Dallas, Texas

                                                                12424 Wilshire Blvd., Suite 870
                                                                    Los Angeles, California

                                                                  1114 Avenue of the Americas
                                                                      New York, New York

                                                                 3 Bala Plaza East, Suite 411
                                                                   Bala Cynwyd, Pennsylvania

                                                                      500 108th Avenue NE
                                                                        800 Koll Center
                                                                     Bellevue, Washington

                                                                 27 Princeton Road, Suite 350
                                                                    Watertown, Connecticut

                                                                3505 Silverside Road, Suite 202
                                                                     Wilmington, Delaware

                                                                       500 E. Eisenhower
                                                                      Ann Arbor, Michigan

  Comshare International B.V.                                                None


</TABLE>
<PAGE>   110
<TABLE>
<S>                              <C>                                       <C>

       Comshare Limited          180 Attwell Drive, Suite #300               None
                                           Etobicoke
                                   Ontario, Canada  M9W 6H4
         CS Iberia sl                                                        None

            CS srl                                                           None

   Comshare Holdings Company        22 Chelsea Manor Street                  None
                                    London SW3 5RL, England
                                        United Kingdom

       Comshare Limited             22 Chelsea Manor Street                  None
                                    London SW3 5RL, England
                                        United Kingdom

Comshare International Limited      22 Chelsea Manor Street                  None
                                    London SW3 5RL, England
                                        United Kingdom

         Comshare GmbH                                                       None

         Comshare S.A.                                                       None

Comshare South Pacific Pty Ltd.                                              None
</TABLE>


                                      -18-

<PAGE>   111




                                   SCHEDULE B

                                   TRADENAMES

        DEBTOR                                          TRADENAMES

                                      NONE




<PAGE>   112




                                   SCHEDULE C

                 ASSUMPTION AND SUPPLEMENTAL SECURITY AGREEMENT

     THIS AGREEMENT made as of this _____ day of _________, 199___ by and
between [NEW GUARANTOR], a __________ corporation (the "New Debtor"), and
Harris Trust and Savings Bank, an Illinois banking corporation (the "Bank");

                                WITNESSETH THAT:

     WHEREAS, certain parties have executed and delivered to the Bank that
certain Security Agreement dated as of September 23, 1997 or supplements
thereto (such Security Agreement, as the same may from time to time be modified
or amended, including supplements thereto which add additional parties as
Debtors thereunder, being hereinafter referred to as the "Security Agreement")
pursuant to which such parties (the "Existing Debtors") have granted to the
Bank a security interest in such Existing Debtor's accounts, general
intangibles and certain other properties, rights, interests and privileges to
secure, among other things, any and all indebtedness, obligations and
liabilities of Comshare, Incorporated (the "Company"), a Michigan corporation,
and its subsidiaries to the Bank; and

     WHEREAS, the Company and one or more of its subsidiaries (the Company and
each such subsidiary being hereafter referred to collectively as the
"Borrowers" and individually as a "Borrower") have obtained and may from time
to time hereafter obtain credit and other financial accommodations from the
Bank and have incurred and may from time to time hereafter incur liabilities to
the Bank; and

     WHEREAS, each Debtor, and especially the Company, provides each of the
other Debtors with substantial financial, management, administrative and
technical support; and

     WHEREAS, the interdependent nature of the businesses and hence of each of
the Debtors is such that the viability of each Debtor is dependent upon the
continued success of the other Debtors and, upon the continuation of such
Debtor's business relationships with the other Debtors, and the continuation
thereof necessitates each Borrower's access to credit and other financial
accommodations from the Bank, which the Bank will only make available to a
Borrower on the condition, among others, that the other Debtors pledge their
respective assets to secure all indebtedness, obligations and liabilities of
each Borrower from time to time owing to the Bank; and

     WHEREAS, each Debtor will directly and substantially benefit from credit
and other financial accommodations extended and to be extended by the Bank to
the Borrowers;





<PAGE>   113


     NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances made
or to be made, or credit accommodations given or to be given, to the Company by
the Bank from time to time, the New Debtor hereby agrees as follows:

     1. The New Debtor acknowledges and agrees that it shall become a "Debtor"
party to the Security Agreement effective upon the date the New Debtor's
execution of this Agreement and the delivery of this Agreement to the Bank, and
that upon such execution and delivery, all references in the Security Agreement
to the terms "Debtor" or "Debtors" shall be deemed to include the New Debtor.
Without limiting the generality of the foregoing, the New Debtor hereby repeats
and reaffirms all grants (including the grant of a security interest),
covenants, agreements, representations and warranties contained in the Security
Agreement as amended hereby, each and all of which are and shall remain
applicable to the Collateral from time to time owned by the New Debtor or in
which the New Debtor from time to time has any rights.  Without limiting the
foregoing, in order to secure payment of the Obligations, the New Debtor does
hereby grant to the Bank, and hereby agrees that the Bank has and shall
continue to have a continuing security interest in, among other things, all of
the New Debtor's Receivables, Customer Contracts and all of the other
Collateral described in the granting clauses (a), (b), (c), (d) and (e) of
Section 1 of the Security Agreement, each and all of such granting clauses
being incorporated herein by reference with the same force and effect as if set
forth in their entirety except that all references in such clauses to the
Existing Debtors or any of them shall be deemed references to the New Debtor.
Nothing contained herein shall in any manner impair the priority of the liens
and security interests heretofore granted in favor of the Bank under the
Security Agreement.

     2. The New Debtor hereby acknowledges and agrees that (i) the Obligations
are secured by all of the Collateral according to, and otherwise on and subject
to, the terms and conditions of the Security Agreement to the same extent and
with the same force and effect as if the New Debtor had originally been one of
the Existing Debtors under the Security Agreement and had originally executed
the same as such an Existing Debtor and (ii) the information pertaining to the
New Debtor stated on Annex A hereto shall be deemed inserted in the appropriate
locations on Schedule A of the Security Agreement.

     3. All capitalized terms used in this Agreement without definition shall
have the same meaning herein as such terms have in the Security Agreement,
except that any reference to the term "Debtor" or "Debtors" and any provision
of the Security Agreement providing meaning to such term shall be deemed a
reference to the Existing Debtors and the New Debtor.  Except as specifically
modified hereby, all of the terms and conditions of the Security Agreement
shall stand and remain unchanged and in full force and effect.


                                      -21-

<PAGE>   114


     4. The New Debtor agrees to execute and deliver such further instruments
and documents and do such further acts and things as the Bank may deem
necessary or proper to carry out more effectively the purposes of this
Agreement.

     5. No reference to this Agreement need be made in the Security Agreement
or in any other document or instrument making reference to the Security
Agreement, any reference to the Security Agreement in any of such to be deemed
a reference to the Security Agreement as modified hereby.

     6. To the extent permissible under the laws of any jurisdiction located
outside of the United States of America, this Agreement shall be governed by
and construed in accordance with the internal laws of the State of Illinois
(without regard to principles of conflicts of law) in which state it shall
performed by the New Debtor.

                                             [NEW DEBTOR]


                                             By
                                                Its
                                                   -------------------------    

                                      -22-
<PAGE>   115


                                    ANNEX A

<TABLE>
<CAPTION>
        COLUMN 1                   COLUMN 2                  COLUMN 3
<S>                           <C>                         <C>
     NAME OF DEBTOR                 CHIEF                            
    (AND FEDERAL TAX              EXECUTIVE              ADDITIONAL PLACES
  I.D. NUMBER IF ANY)               OFFICE                  OF BUSINESS



________________________  __________________________  _______________________
</TABLE>


                                      -23-
<PAGE>   116
                               GUARANTY AGREEMENT
                              (from Comshare S.A.)


         This Guaranty Agreement (the "guaranty") is made and given as of this
23rd day of September, 1997 by Comshare S.A., a limited liability company
organized under the laws of France (hereinafter referred to as the
"undersigned") in favor of Harris Trust and Savings Bank, an Illinois banking
corporation (hereinafter referred to as the "Bank").


                                    RECITALS


         A. The undersigned is a subsidiary of Comshare, Incorporated, a
corporation organized under the laws of the State of Michigan in the United
States of America (the "Parent Debtor"). The Parent Debtor and one or more of
its subsidiaries may from time to time obtain credit accommodations and
facilities from the Bank (the Parent Debtor and each such subsidiary hereinafter
designated collectively as the "Debtors" and individually as a"Debtor"). Each
Debtor, the undersigned and the other subsidiaries of the Parent Debtor comprise
an integrated group of companies to which the Parent Debtor provides financial,
management, administrative and technical support. The undersigned receives
substantial direct benefit from such services. In addition, the undersigned
benefits indirectly from belonging to this integrated group of companies, which
in the aggregate possess substantially more assets and resources than are
possessed by the undersigned standing alone. The interdependent nature of the
businesses of the Parent Debtor and its subsidiaries (including the undersigned)
is such that the viability of each subsidiary (including the undersigned) is
dependent upon the continued success of the Parent Debtor and its subsidiaries
and upon the continuation of the Parent Debtor's business relationships with its
subsidiaries (including the undersigned).


         B. The undersigned believes that these benefits constitute fair and
adequate compensation from the Debtors to the undersigned for this guaranty and
that the obligations of the undersigned under this guaranty are proportional to
its financial capacities.


         C. These direct and indirect benefits to the undersigned will continue
only if each Debtor continues to have access to credit accommodations and
facilities to be afforded to it by the Bank, which the Bank will only make
available on the condition, among others, that the undersigned guaranty the
indebtedness, obligations and liabilities of each Debtor from time to time owing
to the Bank.

         NOW, THEREFORE, FOR VALUE RECEIVED and in consideration of advances
made or to be made, or credit given or to be given, or other financial
accommodation afforded or to be afforded to the Debtors by the Bank from time to
time, the undersigned hereby guarantees the full and prompt payment to the Bank
at maturity and at all times thereafter of any and all indebtedness, 
<PAGE>   117

obligations and liabilities of every kind and nature of each Debtor to the Bank,
howsoever evidenced, whether now existing or hereafter created or arising,
whether direct or indirect, absolute or contingent, joint or several, or joint
and several and howsoever owned, held or acquired, whether through discount,
overdraft, purchase, direct loan or as collateral, or otherwise (hereinafter all
such indebtedness, obligations and liabilities being collectively referred to as
the "Indebtedness"); and the undersigned further agrees to pay all expenses,
legal and/or otherwise (including court costs and reasonable attorneys' fees),
paid or incurred by the Bank in endeavoring to collect the Indebtedness, or any
part thereof, and in enforcing this guaranty in any litigation, bankruptcy or
insolvency proceeding or otherwise.


         NOTWITHSTANDING ANYTHING IN THIS GUARANTY TO THE CONTRARY:


                   (1) The Bank's right of recovery against the undersigned
         under this guaranty (excluding any such recovery for Collection Costs)
         shall not exceed the greater of:


                            (x)     U.S. $__________; or


                            (y) the sum (determined as of the date the Bank
                  makes demand on this guaranty) of (i) the principal amount
                  then outstanding on loans and advances (including trade
                  credit) made after the date hereof by the Debtors or any
                  subsidiary of the Parent Debtor directly or indirectly to the
                  undersigned, whether or not funded out of the proceeds of
                  credit extended by the Bank, and (ii) the amount, if any, by
                  which capital contributions made after the date hereof by the
                  Debtors or any subsidiary of the Parent Debtor directly or
                  indirectly to the undersigned exceeds the amount of dividends
                  paid after the date hereof by the undersigned to the Debtors
                  or any subsidiary of the Parent Debtor.


         The undersignedOs liability hereunder for Collection Costs is not
         limited by the immediately preceding sentence.


                   (2) This Guaranty shall become effective on, and shall have
         no force or effect until SeptemberE23, 1997 unless the undersigned
         shall in its discretion agree otherwise in a writing sent to the Bank
         for that purpose.


         This guaranty is a continuing, absolute and unconditional guaranty, and
shall remain in full force and effect until written notice of its discontinuance
shall be actually received by the Bank, and also until any and all of the
Indebtedness created, existing or committed to before receipt of such notice
shall be fully paid. The liability of the undersigned hereunder shall in no way
be affected or impaired by (and the Bank is hereby expressly authorized to make
from time to time, without notice to anyone) any sale, pledge, surrender,
compromise, settlement, release, 


                                      -2-
<PAGE>   118


renewal, extension, indulgence, alteration, substitution, exchange, change in,
modification or other disposition of any of the Indebtedness, either express or
implied, or of any contract or contracts evidencing any thereof, or of any
security or collateral therefor. The liability of the undersigned hereunder
shall also in no way be affected or impaired by any acceptance by the Bank of
any security for or other guarantors upon any of the Indebtedness, or by any
failure, neglect or omission on the part of the Bank to realize upon or protect
any of the Indebtedness, or any collateral or security or other guaranty
therefor, or to exercise any lien upon or right of appropriation of any moneys,
credits or property of any Debtor possessed by the Bank toward the liquidation
of the Indebtedness, or by any application of payments or credits thereon. The
Bank shall have the exclusive right to determine how, when and what application
of payments and credits, if any, shall be made on the Indebtedness, or any part
thereof. In order to hold the undersigned liable hereunder, there shall be no
obligation on the part of the Bank, at any time, to resort for payment to the
Debtors or to any other guaranty, or to any other person or corporation, their
properties or estate, or resort to any collateral, security, property, liens or
other rights or remedies whatsoever and the Bank shall have the right to enforce
this guaranty irrespective of whether or not other proceedings or steps are
pending seeking resort to or realization upon or from any of the foregoing.


         All diligence in collection or protection, and all presentment, demand,
protest and/or notice, as to any and everyone, whether or not any Debtor or the
undersigned or others, of dishonor and of default and of non-payment and of the
creation and existence of any and all of the Indebtedness, and of any security
and collateral therefor, and of the acceptance of this guaranty, and of any and
all extensions of credit and indulgence, are expressly waived.


         The undersigned will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the
undersigned against any person liable for payment of the Indebtedness, or as to
any security therefor, unless and until the full amount owing to the Bank on the
Indebtedness has been paid and each commitment of the Bank to extend credit to
any Debtor shall have terminated, and the payment by the undersigned of any
amount pursuant to this guaranty shall not in any wise entitle the undersigned
to any right, title or interest (whether by way of subrogation or otherwise) in
and to any of the Indebtedness or any proceeds thereof or any security therefor
unless and until the full amount owing to the Bank on the Indebtedness has been
paid and each commitment of the Bank to extend credit to any Debtor shall have
terminated.


         In the case of the dissolution, liquidation, or insolvency (howsoever
evidenced) of, or the institution of bankruptcy or receivership proceedings
against any Debtor or the undersigned, all of the Indebtedness then existing
shall, at the option of the Bank, immediately become due and accrued and payable
from the undersigned. All dividends or other payments received from any Debtor,
or on account of any Debtor from whatsoever source, shall be taken and applied
as 



                                      -3-
<PAGE>   119

payment in gross, and this guaranty shall apply to and secure any ultimate
balance that shall remain owing to the Bank.


         The Bank may, without any notice whatsoever to anyone, sell, assign, or
transfer all of the Indebtedness, or any part thereof, or grant participations
therein, and in that event each and every immediate and successive assignee,
transferee, or holder of or participant in all or any part of the Indebtedness,
shall have the right to enforce this guaranty, by suit or otherwise, for the
benefit of such assignee, transferee, holder or participant, as fully as if such
assignee, transferee, holder or participant were herein by name specifically
given such rights, powers and benefits; but the Bank shall have an unimpaired
right to enforce this guaranty for the benefit of the Bank or any such
participant, as to such of the Indebtedness that it has not sold, assigned or
transferred.


         If any payment applied by the Bank to the Indebtedness is thereafter
set aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
any Debtor or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such of the Indebtedness as fully as if such application had
never been made.


         This guaranty shall be governed by and construed according to the laws
of the State of Illinois, in which State it shall be performed by the
undersigned. All payments to be made by the undersigned hereunder shall be made
in the same currency and funds in which the Indebtedness of the relevant Debtor
is payable at the principal Chicago office of Harris Trust and Savings Bank at
111 West Monroe Street, Chicago, Illinois 60690 (or at such other place for the
account of the Bank as it may from time to time specify to the undersigned) in
immediately available and freely transferable funds at the place of payment, all
such payments to be paid without setoff, counterclaim or reduction and without
deduction for, and free from, any and all present or future taxes, levies,
imposts, duties, fees, charges, deductions, withholding or liabilities with
respect thereto or any restrictions or conditions of any nature. If the
undersigned is required by law to make any deduction or withholding on account
of any tax or other withholding or deduction from any sum payable by the
undersigned hereunder, the undersigned shall pay any such tax or other
withholding or deduction and shall pay such additional amount necessary to
ensure that, after making any payment, deduction or withholding, the Bank shall
receive and retain (free of any liability in respect of any payment, deduction
or withholding) a net sum equal to what it would have received and so retained
hereunder had no such deduction, withholding or payment been required to have
been made.


         The payment by the undersigned of any amount or amounts due the Bank
hereunder shall be made in the same currency (the "relevant currency") and funds
in which the underlying Indebtedness of any Debtor are payable. To the fullest
extent permitted by law, the obligation of 

                                      -4-
<PAGE>   120

the undersigned in respect of any amount due in the relevant currency under this
guaranty shall, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the relevant currency that the Bank may, in accordance with normal
banking procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the business day immediately following the day
on which the Bank receives such payment. If the amount in the relevant currency
that may be so purchased for any reason falls short of the amount originally
due, the undersigned shall pay such additional amounts, in the relevant
currency, as may be necessary to compensate for the shortfall. Any obligations
of the undersigned not discharged by such payment shall, to the fullest extent
permitted by applicable law, be due as a separate and independent obligation
and, until discharged as provided herein, shall continue in full force and
effect.

         The undersigned waives any and all defenses, claims and discharges of
the Debtors, or any other obligor, pertaining to the Indebtedness, except the
defense of discharge by payment in full. Without limiting the generality of the
foregoing, the undersigned will not assert, plead or enforce against the Bank
any defense of waiver, release, discharge in bankruptcy, statute of limitations,
res judicata, statute of frauds, anti-deficiency statute, fraud, incapacity,
minority, usury, illegality or unenforceability which may be available to any
Debtor or any other person or entity liable in respect of any of the
Indebtedness, or any setoff available against the Bank to any Debtor or any such
other person or entity, whether or not on account of a related transaction. The
undersigned agrees that the undersigned shall be and remain liable for any
deficiency remaining after foreclosure of any mortgage or security interest
securing the Indebtedness, whether or not the liability of the Debtors or any
other obligor for such deficiency is discharged pursuant to statute or judicial
decision.

         The undersigned hereby irrevocably submits to the non-exclusive
jurisdiction of any State of Illinois court or any federal court located in
Chicago, Illinois for the adjudication of any matter arising out of or relating
to this guaranty and consents to the service of process by registered or
certified mail out of any such court or by service of process on the Parent
Debtor (now at 555 Briarwood Circle, Ann Arbor, Michigan 48108) which the
undersigned hereby irrevocably appoints as its agent to receive, for it and on
its behalf, service of process in any action or proceeding in Illinois. Such
service shall be deemed completed on delivery to such process agent (whether or
not it is forwarded to and received by the undersigned) provided that notice of
such service of process is given by the Bank to the undersigned. If, for any
reason, such process agent ceases to be able to act as such or no longer has an
address in Illinois, the undersigned irrevocably agrees to appoint a substitute
process agent acceptable to the Bank and to deliver to the Bank a copy of the
new agent's acceptance of that appointment within 30 days. Nothing contained
herein shall affect the right of the Bank to serve legal process in any other
manner or to bring any proceeding hereunder in any jurisdiction where the
undersigned may be amenable to suit. The undersigned hereby waives any objection
to any action or proceeding in 


                                      -5-
<PAGE>   121

any Illinois court or federal court located in Chicago, Illinois on the grounds
of venue or any claim that any State of Illinois court or federal court located
in Chicago, Illinois is an inconvenient forum.

         Any invalidity or unenforceability of any provision or application of
this guaranty shall not affect other lawful provisions and applications hereof,
and to this end the provisions of this guaranty are declared to be severable.
This guaranty may not be waived, amended, released or otherwise changed except
by a writing signed by the Bank.

         All notices or other communications given hereunder by the Bank to the
undersigned shall be addressed to the undersigned at its address below or to
such other address as the undersigned shall designate by notice in writing to
the Bank. Any such notice or other communication shall be effective only upon
receipt thereof by the undersigned.


         This guaranty and every part thereof shall be binding upon the
undersigned, and upon the heirs, legal representatives, successors and assigns
of the undersigned, and shall inure to the benefit of the Bank, its successors,
legal representatives and assigns. The undersigned waives notice of the Bank's
acceptance hereof.


                                      -6-
<PAGE>   122



         SIGNED AND DELIVERED by the undersigned, this 23rd day of September,
1997. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS GUARANTY
AS OF THE TIME OF EXECUTION.

                                             COMSHARE S.A.
(SEAL)

                                             By_________________________________
                                                 Name:__________________________
                                                 Title:_________________________
ADDRESS:

_________________________________
_________________________________
_________________________________







                                      -7-



<PAGE>   123


                               GUARANTY AGREEMENT
                              (from Comshare GmbH)

     This Guaranty Agreement (the "guaranty") is made and given as of this 23rd
day of September, 1997 by Comshare GmbH, a limited liability company organized
under the laws of the Federal Republic of Germany (hereinafter referred to as
the "undersigned") in favor of Harris Trust and Savings Bank, an Illinois
banking corporation (hereinafter referred to as the "Bank").

                                    RECITALS

     A. The undersigned is a subsidiary of Comshare, Incorporated, a
corporation organized under the laws of the State of Michigan in the United
States of America (the "Parent Debtor").  The Parent Debtor and one or more of
its subsidiaries may from time to time obtain credit accommodations and
facilities from the Bank (the Parent Debtor and each such subsidiary
hereinafter designated collectively as the "Debtors" and individually as
a"Debtor").  Each Debtor, the undersigned and the other subsidiaries of the
Parent Debtor comprise an integrated group of companies to which the Parent
Debtor provides financial, management, administrative and technical support.
The undersigned receives substantial direct benefit from such services.  In
addition, the undersigned benefits indirectly from belonging to this integrated
group of companies, which in the aggregate possess substantially more assets
and resources than are possessed by the undersigned standing alone.  The
interdependent nature of the businesses of the Parent Debtor and its
subsidiaries (including the undersigned) is such that the viability of each
subsidiary (including the undersigned) is dependent upon the continued success
of the Parent Debtor and its subsidiaries and upon the continuation of the
Parent Debtor's business relationships with its subsidiaries (including the
undersigned).

     B. The undersigned does not believe its performance of this guaranty will
have adverse consequences for the continuity of its business.

     C. These direct and indirect benefits to the undersigned will continue
only if each Debtor continues to have access to credit accommodations and
facilities to be afforded to it by the Bank, which the Bank will only make
available on the condition, among others, that the undersigned guaranty the
indebtedness, obligations and liabilities of each Debtor from time to time
owing to the Bank.

     NOW, THEREFORE, FOR VALUE RECEIVED and in consideration of advances made
or to be made, or credit given or to be given, or other financial accommodation
afforded or to be afforded to the Debtors by the Bank from time to time, the
undersigned hereby guarantees the full and prompt payment to the Bank at
maturity and at all times thereafter of any and all indebtedness, 



                                     

<PAGE>   124


obligations and liabilities of every kind and nature of each Debtor to
the Bank, howsoever evidenced, whether now existing or hereafter created or
arising, whether direct or indirect, absolute or contingent, joint or several,
or joint and several and howsoever owned, held or acquired, whether through
discount, overdraft, purchase, direct loan or as collateral, or otherwise
(hereinafter all such indebtedness, obligations and liabilities being
collectively referred to as the "Indebtedness"); and the undersigned further
agrees to pay all expenses, legal and/or otherwise (including court costs and
reasonable attorneys' fees), paid or incurred by the Bank in endeavoring to
collect the Indebtedness, or any part thereof, and in enforcing this guaranty
in any litigation, bankruptcy or insolvency proceeding or otherwise.

      NOTWITHSTANDING ANYTHING IN THIS GUARANTY TO THE CONTRARY:

           (1) The Bank's right of recovery under this guaranty shall not
      exceed one U.S. Dollar less than the amount which is necessary to
      maintain the equity of the undersigned at an amount equal to its share
      capital and non distributable reserves.

           (2) This Guaranty shall become effective on, and shall have no force
      or effect until September 23, 1997 unless the undersigned shall in its
      discretion agree otherwise in a writing sent to the Bank for that
      purpose.

     This guaranty is a continuing, absolute and unconditional guaranty, and
shall remain in full force and effect until written notice of its
discontinuance shall be actually received by the Bank, and also until any and
all of the Indebtedness created, existing or committed to before receipt of
such notice shall be fully paid.  The liability of the undersigned hereunder
shall in no way be affected or impaired by (and the Bank is hereby expressly
authorized to make from time to time, without notice to anyone) any sale,
pledge, surrender, compromise, settlement, release, renewal, extension,
indulgence, alteration, substitution, exchange, change in, modification or
other disposition of any of the Indebtedness, either express or implied, or of
any contract or contracts evidencing any thereof, or of any security or
collateral therefor.  The liability of the undersigned hereunder shall also in
no way be affected or impaired by any acceptance by the Bank of any security
for or other guarantors upon any of the Indebtedness, or by any failure,
neglect or omission on the part of the Bank to realize upon or protect any of
the Indebtedness, or any collateral or security or other guaranty therefor, or
to exercise any lien upon or right of appropriation of any moneys, credits or
property of any Debtor possessed by the Bank toward the liquidation of the
Indebtedness, or by any application of payments or credits thereon.  The Bank
shall have the exclusive right to determine how, when and what application of
payments and credits, if any, shall be made on the Indebtedness, or any part
thereof.  In order to hold the undersigned liable hereunder, there shall be no
obligation on the part of the Bank, at any time, to resort for payment to the
Debtors or to any other guaranty, or to any other person or corporation, their
properties or estate, or resort to any collateral, security, property, liens or
other rights or 



                                     -2-
<PAGE>   125


remedies whatsoever and the Bank shall have the right to enforce this
guaranty irrespective of whether or not other proceedings or steps are pending
seeking resort to or realization upon or from any of the foregoing.

     All diligence in collection or protection, and all presentment, demand,
protest and/or notice, as to any and everyone, whether or not any Debtor or the
undersigned or others, of dishonor and of default and of non-payment and of the
creation and existence of any and all of the Indebtedness, and of any security
and collateral therefor, and of the acceptance of this guaranty, and of any and
all extensions of credit and indulgence, are expressly waived.

     The undersigned will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the
undersigned against any person liable for payment of the Indebtedness, or as to
any security therefor, unless and until the full amount owing to the Bank on
the Indebtedness has been paid and each commitment of the Bank to extend credit
to any Debtor shall have terminated, and the payment by the undersigned of any
amount pursuant to this guaranty shall not in any wise entitle the undersigned
to any right, title or interest (whether by way of subrogation or otherwise) in
and to any of the Indebtedness or any proceeds thereof or any security therefor
unless and until the full amount owing to the Bank on the Indebtedness has been
paid and each commitment of the Bank to extend credit to any Debtor shall have
terminated.

     In the case of the dissolution, liquidation, or insolvency (howsoever
evidenced) of, or the institution of bankruptcy or receivership proceedings
against any Debtor or the undersigned, all of the Indebtedness then existing
shall, at the option of the Bank, immediately become due and accrued and
payable from the undersigned.  All dividends or other payments received from
any Debtor, or on account of any Debtor from whatsoever source, shall be taken
and applied as payment in gross, and this guaranty shall apply to and secure
any ultimate balance that shall remain owing to the Bank.

     The Bank may, without any notice whatsoever to anyone, sell, assign, or
transfer all of the Indebtedness, or any part thereof, or grant participations
therein, and in that event each and every immediate and successive assignee,
transferee, or holder of or participant in all or any part of the Indebtedness,
shall have the right to enforce this guaranty, by suit or otherwise, for the
benefit of such assignee, transferee, holder or participant, as fully as if
such assignee, transferee, holder or participant were herein by name
specifically given such rights, powers and benefits; but the Bank shall have an
unimpaired right to enforce this guaranty for the benefit of the Bank or any
such participant, as to such of the Indebtedness that it has not sold, assigned
or transferred.

     If any payment applied by the Bank to the Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, 



                                      -3-

<PAGE>   126

insolvency or reorganization of any Debtor or any other obligor), the
Indebtedness to which such payment was applied shall for the purposes of this
guaranty be deemed to have continued in existence, notwithstanding such
application, and this guaranty shall be enforceable as to such of the
Indebtedness as fully as if such application had never been made.

     This guaranty shall be governed by and construed according to the laws of
the State of Illinois, in which State it shall be performed by the undersigned.
All payments to be made by the undersigned hereunder shall be made in the same
currency and funds in which the Indebtedness of the relevant Debtor is payable
at the principal Chicago office of Harris Trust and Savings Bank at 111 West
Monroe Street, Chicago, Illinois 60690 (or at such other place for the account
of the Bank as it may from time to time specify to the undersigned) in
immediately available and freely transferable funds at the place of payment,
all such payments to be paid without setoff, counterclaim or reduction and
without deduction for, and free from, any and all present or future taxes,
levies, imposts, duties, fees, charges, deductions, withholding or liabilities
with respect thereto or any restrictions or conditions of any nature.  If the
undersigned is required by law to make any deduction or withholding on account
of any tax or other withholding or deduction from any sum payable by the
undersigned hereunder, the undersigned shall pay any such tax or other
withholding or deduction and shall pay such additional amount necessary to
ensure that, after making any payment, deduction or withholding, the Bank shall
receive and retain (free of any liability in respect of any payment, deduction
or withholding) a net sum equal to what it would have received and so retained
hereunder had no such deduction, withholding or payment been required to have
been made.

     The payment by the undersigned of any amount or amounts due the Bank
hereunder shall be made in the same currency (the "relevant currency") and
funds in which the underlying Indebtedness of any Debtor are payable.  To the
fullest extent permitted by law, the obligation of the undersigned in respect
of any amount due in the relevant currency under this guaranty shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
relevant currency that the Bank may, in accordance with normal banking
procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the business day immediately following the
day on which the Bank receives such payment.  If the amount in the relevant
currency that may be so purchased for any reason falls short of the amount
originally due, the undersigned shall pay such additional amounts, in the
relevant currency, as may be necessary to compensate for the shortfall.  Any
obligations of the undersigned not discharged by such payment shall, to the
fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

     The undersigned waives any and all defenses, claims and discharges of the
Debtors, or any other obligor, pertaining to the Indebtedness, except the
defense of discharge by payment in 



                                      -4-

<PAGE>   127



full. Without limiting the generality of the foregoing, the undersigned will
not assert, plead or enforce against the Bank any defense of waiver, release,
discharge in bankruptcy, statute of limitations, res judicata, statute of
frauds, anti-deficiency statute, fraud, incapacity, minority, usury, illegality
or unenforceability which may be available to any Debtor or any other person or
entity liable in respect of any of the Indebtedness, or any setoff available
against the Bank to any Debtor or any such other person or entity, whether or
not on account of a related transaction.  The undersigned agrees that the
undersigned shall be and remain liable for any deficiency remaining after
foreclosure of any mortgage or security interest securing the Indebtedness,
whether or not the liability of the Debtors or any other obligor for such
deficiency is discharged pursuant to statute or judicial decision.

     The undersigned hereby irrevocably submits to the non-exclusive
jurisdiction of any State of Illinois court or any federal court located in
Chicago, Illinois for the adjudication of any matter arising out of or relating
to this guaranty and consents to the service of process by registered or
certified mail out of any such court or by service of process on the Parent
Debtor (now at 555 Briarwood Circle, Ann Arbor, Michigan 48108) which the
undersigned hereby irrevocably appoints as its agent to receive, for it and on
its behalf, service of process in any action or proceeding in Illinois.  Such
service shall be deemed completed on delivery to such process agent (whether or
not it is forwarded to and received by the undersigned) provided that notice of
such service of process is given by the Bank to the undersigned.  If, for any
reason, such process agent ceases to be able to act as such or no longer has an
address in Illinois, the undersigned irrevocably agrees to appoint a substitute
process agent acceptable to the Bank and to deliver to the Bank a copy of the
new agent's acceptance of that appointment within 30 days.  Nothing contained
herein shall affect the right of the Bank to serve legal process in any other
manner or to bring any proceeding hereunder in any jurisdiction where the
undersigned may be amenable to suit.  The undersigned hereby waives any
objection to any action or proceeding in any Illinois court or federal court
located in Chicago, Illinois on the grounds of venue or any claim that any
State of Illinois court or federal court located in Chicago, Illinois is an
inconvenient forum.

     Any invalidity or unenforceability of any provision or application of this
guaranty shall not affect other lawful provisions and applications hereof, and
to this end the provisions of this guaranty are declared to be severable.  This
guaranty may not be waived, amended, released or otherwise changed except by a
writing signed by the Bank.

     All notices or other communications given hereunder by the Bank to the
undersigned shall be addressed to the undersigned at its address below or to
such other address as the undersigned shall designate by notice in writing to
the Bank.  Any such notice or other communication shall be effective only upon
receipt thereof by the undersigned.


                                      -5-


<PAGE>   128


     This guaranty and every part thereof shall be binding upon the
undersigned, and upon the heirs, legal representatives, successors and assigns
of the undersigned, and shall inure to the benefit of the Bank, its successors,
legal representatives and assigns.  The undersigned waives notice of the Bank's
acceptance hereof.

     SIGNED AND DELIVERED by the undersigned, this 23rd day of September, 1997.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS GUARANTY AS
OF THE TIME OF EXECUTION.

                                             COMSHARE GMBH
(SEAL)

                                             By
                                                -------------------------------
                                               Name:
                                                     --------------------------
                                               Title:
                                                      -------------------------
ADDRESS:

----------------------------

----------------------------

----------------------------





                                      -6-
<PAGE>   129


                               GUARANTY AGREEMENT
                            (from Comshare Limited)

     This Guaranty Agreement (the "guaranty") is made and given as of this 23rd
day of September, 1997 by Comshare, Ltd., a corporation organized under the
laws of Ontario, Canada (hereinafter referred to as the "undersigned") in favor
of Harris Trust and Savings Bank, an Illinois banking corporation (hereinafter
referred to as the "Bank").

                                    RECITALS

     A. The undersigned is a subsidiary of Comshare, Incorporated, a
corporation organized under the laws of the State of Michigan in the United
States of America (the "Parent Debtor").  The Parent Debtor and one or more of
its subsidiaries may from time to time obtain credit accommodations and
facilities from the Bank (the Parent Debtor and each such subsidiary
hereinafter designated collectively as the "Debtors" and individually as
a"Debtor").  Each Debtor, the undersigned and the other subsidiaries of the
Parent Debtor comprise an integrated group of companies to which the Parent
Debtor provides financial, management, administrative and technical support.
The undersigned receives substantial direct benefit from such services.  In
addition, the undersigned benefits indirectly from belonging to this integrated
group of companies, which in the aggregate possess substantially more assets
and resources than are possessed by the undersigned standing alone.  The
interdependent nature of the businesses of the Parent Debtor and its
subsidiaries (including the undersigned) is such that the viability of each
subsidiary (including the undersigned) is dependent upon the continued success
of the Parent Debtor and its subsidiaries and upon the continuation of the
Parent Debtor's business relationships with its subsidiaries (including the
undersigned).

     B. These direct and indirect benefits to the undersigned will continue
only if each Debtor continues to have access to credit accommodations and
facilities to be afforded to it by the Bank, which the Bank will only make
available on the condition, among others, that the undersigned guaranty the
indebtedness, obligations and liabilities of each Debtor from time to time
owing to the Bank.

     NOW, THEREFORE, FOR VALUE RECEIVED and in consideration of advances made
or to be made, or credit given or to be given, or other financial accommodation
afforded or to be afforded to the Debtors by the Bank from time to time, the
undersigned hereby guarantees the full and prompt payment to the Bank at
maturity and at all times thereafter of any and all indebtedness, obligations
and liabilities of every kind and nature of each Debtor to the Bank, howsoever
evidenced, whether now existing or hereafter created or arising, whether direct
or indirect, absolute or contingent, joint or several, or joint and several and
howsoever owned, held or acquired, whether through discount, overdraft,
purchase, direct loan or as collateral, or otherwise



<PAGE>   130


(hereinafter all such indebtedness, obligations and liabilities being
collectively referred to as the "Indebtedness"); and the undersigned further
agrees to pay all expenses, legal and/or otherwise (including court costs and
reasonable attorneys' fees), paid or incurred by the Bank in endeavoring to
collect the Indebtedness, or any part thereof, and in enforcing this guaranty
in any litigation, bankruptcy or insolvency proceeding or otherwise.

     Notwithstanding anything in this guaranty to the contrary, the Bank's
right of recovery against the undersigned under this guaranty (excluding any
such recovery for Collection Costs) shall not exceed the greater of:

           (x) U.S. $______________; or

           (y) the sum (determined as of the date the Bank makes demand on this
      guaranty) of (i) the principal amount then outstanding on loans and
      advances (including trade credit) made after the date hereof by the
      Debtors or any subsidiary of the Parent Debtor directly or indirectly to
      the undersigned, whether or not funded out of the proceeds of credit
      extended by the Bank, and (ii) the amount, if any, by which capital
      contributions made after the date hereof by the Debtors or any subsidiary
      of the Parent Debtor directly or indirectly to the undersigned exceeds
      the amount of dividends paid after the date hereof by the undersigned to
      the Debtors or any subsidiary of the Parent Debtor.

The undersigned's liability hereunder for Collection Costs is not limited by
the immediately preceding sentence.

     This guaranty is a continuing, absolute and unconditional guaranty, and
shall remain in full force and effect until written notice of its
discontinuance shall be actually received by the Bank, and also until any and
all of the Indebtedness created, existing or committed to before receipt of
such notice shall be fully paid.  The liability of the undersigned hereunder
shall in no way be affected or impaired by (and the Bank is hereby expressly
authorized to make from time to time, without notice to anyone) any sale,
pledge, surrender, compromise, settlement, release, renewal, extension,
indulgence, alteration, substitution, exchange, change in, modification or
other disposition of any of the Indebtedness, either express or implied, or of
any contract or contracts evidencing any thereof, or of any security or
collateral therefor.  The liability of the undersigned hereunder shall also in
no way be affected or impaired by any acceptance by the Bank of any security
for or other guarantors upon any of the Indebtedness, or by any failure,
neglect or omission on the part of the Bank to realize upon or protect any of
the Indebtedness, or any collateral or security or other guaranty therefor, or
to exercise any lien upon or right of appropriation of any moneys, credits or
property of any Debtor possessed by the Bank toward the liquidation of the
Indebtedness, or by any application of payments or credits thereon.  The Bank

                                      -2-


<PAGE>   131


shall have the exclusive right to determine how, when and what application of
payments and credits, if any, shall be made on the Indebtedness, or any part
thereof.  In order to hold the undersigned liable hereunder, there shall be no
obligation on the part of the Bank, at any time, to resort for payment to the
Debtors or to any other guaranty, or to any other person or corporation, their
properties or estate, or resort to any collateral, security, property, liens or
other rights or remedies whatsoever and the Bank shall have the right to
enforce this guaranty irrespective of whether or not other proceedings or steps
are pending seeking resort to or realization upon or from any of the foregoing.

     All diligence in collection or protection, and all presentment, demand,
protest and/or notice, as to any and everyone, whether or not any Debtor or the
undersigned or others, of dishonor and of default and of non-payment and of the
creation and existence of any and all of the Indebtedness, and of any security
and collateral therefor, and of the acceptance of this guaranty, and of any and
all extensions of credit and indulgence, are expressly waived.

     The undersigned will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the
undersigned against any person liable for payment of the Indebtedness, or as to
any security therefor, unless and until the full amount owing to the Bank on
the Indebtedness has been paid and each commitment of the Bank to extend credit
to any Debtor shall have terminated, and the payment by the undersigned of any
amount pursuant to this guaranty shall not in any wise entitle the undersigned
to any right, title or interest (whether by way of subrogation or otherwise) in
and to any of the Indebtedness or any proceeds thereof or any security therefor
unless and until the full amount owing to the Bank on the Indebtedness has been
paid and each commitment of the Bank to extend credit to any Debtor shall have
terminated.

     In the case of the dissolution, liquidation, or insolvency (howsoever
evidenced) of, or the institution of bankruptcy or receivership proceedings
against any Debtor or the undersigned, all of the Indebtedness then existing
shall, at the option of the Bank, immediately become due and accrued and
payable from the undersigned and, in such case, such Indebtedness shall become
a separate and independent obligation of the undersigned, as principal debtor
and not as surety, and, in respect thereof, the undersigned shall fully
indemnify the Bank for the full amount of such Indebtedness, notwithstanding
such dissolution, liquidation, insolvency, bankruptcy or receivership, as the
case may be.  All dividends or other payments received from any Debtor, or on
account of any Debtor from whatsoever source, shall be taken and applied as
payment in gross, and this guaranty shall apply to and secure any ultimate
balance that shall remain owing to the Bank.

     The Bank may, without any notice whatsoever to anyone, sell, assign, or
transfer all of the Indebtedness, or any part thereof, or grant participations
therein, and in that event each and

                                      -3-


<PAGE>   132


every immediate and successive assignee, transferee, or holder of or
participant in all or any part of the Indebtedness, shall have the right to
enforce this guaranty, by suit or otherwise, for the benefit of such assignee,
transferee, holder or participant, as fully as if such assignee, transferee,
holder or participant were herein by name specifically given such rights,
powers and benefits; but the Bank shall have an unimpaired right to enforce
this guaranty for the benefit of the Bank or any such participant, as to such
of the Indebtedness that it has not sold, assigned or transferred.

     If any payment applied by the Bank to the Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
any Debtor or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such of the Indebtedness as fully as if such application had
never been made.

     This guaranty shall be governed by and construed according to the laws of
the State of Illinois, in which State it shall be performed by the undersigned.
All payments to be made by the undersigned hereunder shall be made in the same
currency and funds in which the Indebtedness of the relevant Debtor is payable
at the principal Chicago office of Harris Trust and Savings Bank at 111 West
Monroe Street, Chicago, Illinois 60690 (or at such other place for the account
of the Bank as it may from time to time specify to the undersigned) in
immediately available and freely transferable funds at the place of payment,
all such payments to be paid without setoff, counterclaim or reduction and
without deduction for, and free from, any and all present or future taxes,
levies, imposts, duties, fees, charges, deductions, withholding or liabilities
with respect thereto or any restrictions or conditions of any nature.  If the
undersigned is required by law to make any deduction or withholding on account
of any tax or other withholding or deduction from any sum payable by the
undersigned hereunder, the undersigned shall pay any such tax or other
withholding or deduction and shall pay such additional amount necessary to
ensure that, after making any payment, deduction or withholding, the Bank shall
receive and retain (free of any liability in respect of any payment, deduction
or withholding) a net sum equal to what it would have received and so retained
hereunder had no such deduction, withholding or payment been required to have
been made.

     The payment by the undersigned of any amount or amounts due the Bank
hereunder shall be made in the same currency (the "relevant currency") and
funds in which the underlying Indebtedness of any Debtor are payable.  To the
fullest extent permitted by law, the obligation of the undersigned in respect
of any amount due in the relevant currency under this guaranty shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
relevant currency that the Bank may, in accordance with normal banking
procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the business day immediately following

                                      -4-


<PAGE>   133


the day on which the Bank receives such payment.  If the amount in the relevant
currency that may be so purchased for any reason falls short of the amount
originally due, the undersigned shall pay such additional amounts, in the
relevant currency, as may be necessary to compensate for the shortfall.  Any
obligations of the undersigned not discharged by such payment shall, to the
fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

     The undersigned waives any and all defenses, claims and discharges of the
Debtors, or any other obligor, pertaining to the Indebtedness, except the
defense of discharge by payment in full.  Without limiting the generality of
the foregoing, the undersigned will not assert, plead or enforce against the
Bank any defense of waiver, release, discharge in bankruptcy, statute of
limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
incapacity, minority, usury, illegality or unenforceability which may be
available to any Debtor or any other person or entity liable in respect of any
of the Indebtedness, or any setoff available against the Bank to any Debtor or
any such other person or entity, whether or not on account of a related
transaction.  The undersigned agrees that the undersigned shall be and remain
liable for any deficiency remaining after foreclosure of any mortgage or
security interest securing the Indebtedness, whether or not the liability of
the Debtors or any other obligor for such deficiency is discharged pursuant to
statute or judicial decision.

     The undersigned hereby irrevocably submits to the non-exclusive
jurisdiction of any State of Illinois court or any federal court located in
Chicago, Illinois for the adjudication of any matter arising out of or relating
to this guaranty and consents to the service of process by registered or
certified mail out of any such court or by service of process on the Parent
Debtor (now at 555 Briarwood Circle, Ann Arbor, Michigan 48108) which the
undersigned hereby irrevocably appoints as its agent to receive, for it and on
its behalf, service of process in any action or proceeding in Illinois.  Such
service shall be deemed completed on delivery to such process agent (whether or
not it is forwarded to and received by the undersigned) provided that notice of
such service of process is given by the Bank to the undersigned.  If, for any
reason, such process agent ceases to be able to act as such or no longer has an
address in Illinois, the undersigned irrevocably agrees to appoint a substitute
process agent acceptable to the Bank and to deliver to the Bank a copy of the
new agent's acceptance of that appointment within 30 days.  Nothing contained
herein shall affect the right of the Bank to serve legal process in any other
manner or to bring any proceeding hereunder in any jurisdiction where the
undersigned may be amenable to suit.  The undersigned hereby waives any
objection to any action or proceeding in any Illinois court or federal court
located in Chicago, Illinois on the grounds of venue or any claim that any
State of Illinois court or federal court located in Chicago, Illinois is an
inconvenient forum.


                                      -5-


<PAGE>   134


     Any invalidity or unenforceability of any provision or application of this
guaranty shall not affect other lawful provisions and applications hereof, and
to this end the provisions of this guaranty are declared to be severable.  This
guaranty may not be waived, amended, released or otherwise changed except by a
writing signed by the Bank.

     All notices or other communications given hereunder by the Bank to the
undersigned shall be addressed to the undersigned at its address below or to
such other address as the undersigned shall designate by notice in writing to
the Bank.  Any such notice or other communication shall be effective only upon
receipt thereof by the undersigned.

     This guaranty and every part thereof shall be binding upon the
undersigned, and upon the heirs, legal representatives, successors and assigns
of the undersigned, and shall inure to the benefit of the Bank, its successors,
legal representatives and assigns.  The undersigned waives notice of the Bank's
acceptance hereof.

     SIGNED AND DELIVERED by the undersigned, this 23rd day of September, 1997.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS GUARANTY AS
OF THE TIME OF EXECUTION.

                                             COMSHARE LIMITED
(SEAL)

                                             By
                                                ------------------------------
                                               Name:
                                                     -------------------------
                                               Title:
                                                      ------------------------
ADDRESS:

180 Attwell Drive, Suite #300
Etobicoke
Ontario, Canada  M9W 6H4



                                      -6-
<PAGE>   135
                                PLEDGE AGREEMENT


         This Pledge Agreement (the "Agreement") is dated as of September 23,
1997, by and among the parties executing this Agreement under the heading
"Pledgors" (such parties, along with any parties who execute and deliver to the
Bank (as hereinafter defined) an agreement in the form attached hereto as
Schedule C, being hereinafter referred to collectively as the "Pledgors" and
individually as a "Pledgor"), each with its mailing address as set forth on the
signature page hereto and Harris Trust and Savings Bank, an Illinois banking
corporation (the "Bank"), with its mailing address at 111 West Monroe Street,
Chicago, Illinois 60603;


                             PRELIMINARY STATEMENTS


            A. Comshare, Incorporated, a Michigan corporation (the "Parent
Borrower"), and one or more of its Subsidiaries (the Parent Borrower and each
such subsidiary being hereafter referred to collectively as the "Borrowers" and
individually as a "Borrower") have obtained and may from time to time hereafter
obtain credit and other financial accommodations from the Bank and may from time
to time hereafter incur liabilities to the Bank.


            B. Each Pledgor, and especially the Parent Borrower, provides each
of the other Pledgors with substantial financial, management, administrative and
technical support.


            C. The interdependent nature of the businesses and hence of each of
the Pledgors is such that the viability of each Pledgor is dependent upon the
continued success of the other Pledgors and, upon the continuation of such
Pledgor's business relationships with the other Pledgors, and the continuation
thereof necessitates each Borrower's access to credit and other financial
accommodations from the Bank, which the Bank will only make available to a
Borrower on the condition, among others, that the other Pledgors pledge their
respective assets to secure all indebtedness, obligations and liabilities of
each Borrower from time to time owing to the Bank.


            D. Each Pledgor will directly and substantially benefit from credit
and other financial accommodations extended and to be extended by the Bank to
the Borrowers.


         NOW, THEREFORE, for and in consideration of the execution and delivery
by the Bank of the Credit Agreement, and other good and valuable consideration,
receipt whereof is hereby acknowledged, the parties hereto hereby agree as
follows:


               Section 1. Terms Defined in Credit Agreement. All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in that certain Credit Agreement dated as of September 23, 1997 by
and between the Parent Borrower, Comshare 



<PAGE>   136

Limited, a private limited company organized under the laws of England and
Wales, and the Bank (such Credit Agreement, as the same may be amended or
modified from time to time, including amendments and restatements thereof in its
entirety, being hereinafter referred to as the "Credit Agreement"). The term
"Pledgor" and "Pledgors" as used herein shall mean and include the Pledgors
collectively and also each individually, with all grants, representations,
warranties and covenants of and by the Pledgors, or any of them, herein
contained to constitute joint and several grants, representations, warranties
and covenants of and by the Pledgors; provided, however, that unless the context
in which the same is used shall otherwise require, any grant, representation,
warranty or covenant contained herein related to the Collateral shall be made by
each Pledgor only with respect to the Collateral owned by it or represented by
such Pledgor as owned by it.


               Section 2. Grant of Security Interest in the Collateral. Each
Pledgor hereby grants to the Bank a lien on and security interest in, and
acknowledges and agrees that the Bank has and shall continue to have a
continuing lien on and security interest in, any and all right, title and
interest of each Pledgor, whether now owned or existing or hereafter created,
acquired or arising, in and to the following: (a) all of the issued and
outstanding shares of the capital stock of each company owned or held by such
Pledgor, whether now existing or hereafter formed or acquired (the certificates
representing such shares delivered to and deposited with the Bank on the date
hereof being listed and described on Schedule A attached hereto), and all
substitutions and additions to such shares (herein, the "Pledged Securities");
provided that, in the case of a lien and security interest on the capital stock
of a company incorporated or otherwise organized outside of the United States of
America or any State or territory thereof (herein a "Foreign Company"), if any
such grant of lien would amount to more than 65% of the total combined voting
stock of any such Foreign Company then such lien and security interest shall be
limited to a lien and security interest on the shares of capital stock
representing 65% of the total combined voting stock of such Foreign Company, (b)
all dividends, distributions and sums distributable or payable from, upon or in
respect of the Pledged Securities, (c) all other rights and privileges incident
to the Pledged Securities, and (d) all proceeds of the foregoing (all of the
foregoing being hereinafter referred to collectively as the "Collateral").


               Section 3. Obligations Hereby Secured. This Agreement is made and
given to secure, and shall secure, the payment and performance of (i) any and
all indebtedness, obligations and liabilities of whatsoever kind and nature of
each Borrower to the Bank (whether arising before or after the filing of a
petition in bankruptcy), whether direct or indirect, absolute or contingent, due
or to become due, and whether now existing or hereafter arising and howsoever
held, evidenced or acquired, and whether several, joint or joint and several,
(ii) any and all indebtedness, obligations and liabilities of whatsoever kind
and nature of each other Pledgor, to the Bank (whether arising before or after
the filing of a petition in bankruptcy), whether direct or indirect, absolute or
contingent, due or to become due, and whether now 


                                      -2-
<PAGE>   137

existing or hereafter arising and howsoever held evidenced or acquired and (iii)
any and all reasonable expenses and charges, legal or otherwise, suffered or
incurred by the Bank in collecting or in enforcing any of such indebtedness,
obligations and liabilities or realizing on or protecting or preserving any
security therefor, including, without limitation, the lien and security interest
granted hereby (all of the indebtedness, obligations, liabilities, expenses and
charges described in clauses (i), (ii) and (iii) above being hereinafter
referred to as the "Obligations"). Notwithstanding anything in this Agreement to
the contrary, the right of recovery against any Pledgor (other than the Parent
Borrower to which this limitation shall not apply) under this Agreement shall
not exceed $1 less than the amount which would render such Pledgor's obligations
under this Agreement void or voidable under applicable law, including fraudulent
conveyance law.


            Section 4. Covenants, Agreements, Representations and Warranties.
Each Pledgor hereby covenants and agrees with, and represents and warrants to,
the Bank that:


                   (a) The certificates for all shares of the Pledged Securities
         shall be delivered by the relevant Pledgor to the Bank duly endorsed in
         blank for transfer or accompanied by an appropriate assignment or
         assignments or an appropriate undated stock power or powers, in every
         case sufficient to transfer title thereto. The Bank may at any time
         after the occurrence of an Event of Default cause to be transferred
         into its name or into the name of its nominee or nominees any and all
         of the Pledged Securities. The Bank shall at all times have the right
         to exchange the certificates representing the Pledged Securities for
         certificates of smaller or larger denominations.


                   (b) Each Pledgor is and shall be the sole and lawful legal,
         record and beneficial owner of the Collateral. No Pledgor shall,
         without the BankOs prior written consent, sell, assign, or otherwise
         dispose of the Collateral or any interest therein. The Collateral, and
         every part thereof, is and shall be free and clear of all security
         interests, liens, rights, claims, attachments, levies and encumbrances
         of every kind, nature and description and whether voluntary or
         involuntary, except for the security interest of the Bank hereunder and
         for other Liens permitted by SectionE8.11 of the Credit Agreement. Each
         Pledgor shall warrant and defend the Collateral against any claims and
         demands of all persons at any time claiming the same or any interest in
         the Collateral adverse to the Bank and the Bank. Each Pledgor has the
         right to vote the Collateral and there are no restrictions upon the
         voting rights associated with, or the transfer of, any of the
         Collateral, except as provided by federal and state laws applicable to
         the sale of securities generally.


                   (c) The Pledged Securities have been validly issued and are
         fully paid and non-assessable. There are no outstanding commitments or
         other obligations of the issuers of any of the Pledged Securities to
         issue, and no options, warrants or other rights of any



                                      -3-
<PAGE>   138

         individual or entity to acquire, any share of any class or series of
         capital stock of such issuers. The Pledged Securities listed and
         described on Schedule A attached hereto constitute the percentage of
         the issued and outstanding capital stock of each series and class of
         the issuers thereof as set forth thereon owned by the relevant Pledgor.
         Each Pledgor further agrees that in the event any such issuer shall
         issue any additional capital stock of any series or class (whether or
         not entitled to vote) to such Pledgor or otherwise on account of its
         ownership interest therein, subject to the limitations set forth in
         SectionE2 above with respect to each Foreign Company, each Pledgor will
         forthwith pledge and deposit hereunder, or cause to be pledged and
         deposited hereunder, all such additional shares of such capital stock.


                   (d) None of the Collateral constitutes margin stock (within
         the meaning of RegulationEU of the Board of Governors of the Federal
         Reserve System).


                   (e) Each Pledgor agrees to execute and deliver to the Bank
         such further agreements, assignments, instruments and documents and to
         do all such other things as the Bank may reasonably deem necessary or
         appropriate to assure the Bank its lien and security interest
         hereunder, including such assignments, stock powers, financing
         statements, instruments and documents as the Bank may from time to time
         require in order to comply with (i)Ethe Uniform Commercial Code as
         enacted in the State of Illinois and any successor statute(s) thereto
         (the "UCC") and (ii) any law or regulation governing the enforcement of
         said lien and security interest outside of the United States of
         America. Except as may be otherwise required by a jurisdiction outside
         of the United States of America, each Pledgor hereby agrees that a
         carbon, photographic or other reproduction of this Agreement or any
         such financing statement is sufficient for filing as a financing
         statement by the Bank without notice thereof to such Pledgor wherever
         the Bank in its discretion desires to file the same. In the event for
         any reason the law of any jurisdiction other than Illinois becomes or
         is applicable to the Collateral or any part thereof, or to any of the
         Obligations, each Pledgor agrees to execute and deliver all such
         agreements, assignments, instruments and documents and to do all such
         other things as the Bank in its discretion reasonably deems necessary
         or appropriate to preserve, protect and enforce the lien and security
         interest of the Bank under the law of such other jurisdiction. Each
         Pledgor agrees to mark its corporate books and records to reflect the
         lien and security interest of the Bank in the Collateral.


                   (f) If, as and when any Pledgor delivers any securities for
         pledge hereunder in addition to those listed on Schedule A hereto, the
         Pledgors shall furnish to the Bank a duly completed and executed
         amendment to such Schedule in substantially the form (with appropriate
         insertions) of Schedule B hereto reflecting the securities pledged
         hereunder after giving effect to such addition.


                                      -4-
<PAGE>   139

                   (g) On failure of any Pledgor to perform any of the
         agreements and covenants herein contained, the Bank may, at its option
         but in any event with notice to the Parent Borrower or such Pledgor
         (which need not necessarily be prior notice), perform the same and in
         so doing may expend such sums as the Bank may reasonably deem advisable
         in the performance thereof, including, without limitation, the payment
         of any taxes, liens and encumbrances, expenditures made in defending
         against any adverse claim, and all other expenditures which the Bank
         may be compelled to make by operation of law or which the Bank may make
         by agreement or otherwise for the protection of the security hereof.
         All such sums and amounts so expended shall be repayable by the Pledgor
         immediately without notice or demand, shall constitute additional
         Obligations secured hereunder and shall bear interest from the date
         said amounts are expended at the rate per annum (computed on the basis
         of a 360-day year for the actual number of days elapsed) determined by
         adding 2% to the Domestic Rate from time to time in effect, with any
         change in such rate per annum by reason of a change in such Domestic
         Rate to become effective on the date of such change in said Domestic
         Rate (such rate per annum as so determined being hereinafter referred
         to as the "Reimbursement Rate"). No such performance of any covenant or
         agreement by the Bank on behalf of such Pledgor, and no such
         advancement or expenditure therefor, shall relieve such Pledgor of any
         default under the terms of this Agreement or in any way obligate the
         Bank to take any further or future action with respect thereto. The
         Bank, in making any payment hereby authorized, may do so according to
         any bill, statement or estimate procured from the appropriate public
         office or holder of the claim to be discharged without inquiry into the
         accuracy of such bill, statement or estimate, or into the validity of
         any tax assessment, sale, forfeiture, tax lien or title or claim. The
         Bank, in performing any act hereunder, shall be the sole judge of
         whether the relevant Pledgor is required to perform the same under the
         terms of this Agreement. The Bank is hereby authorized to charge any
         depository or other account of any Pledgor maintained with the Bank for
         the amount of such sums and amounts so expended.


           Section 5. Voting Rights and Dividends. Unless and until an event of
default hereunder has occurred and thereafter until notified by the Bank
pursuant to Section 7(b) hereof:

                   (a) Each Pledgor shall be entitled to exercise all voting
         and/or consensual powers pertaining to the Collateral of such Pledgor,
         or any part thereof, for all purposes not inconsistent with the terms
         of this Agreement or any other document evidencing or otherwise
         relating to any of the Obligations.

                   (b) To the extent not prohibited by the terms of the Credit
         Agreement, each Pledgor shall be entitled to receive and retain all
         dividends and distributions in respect of the Collateral which are paid
         in cash of whatsoever nature.


                                      -5-
<PAGE>   140

                   (c) In order to permit each Pledgor to exercise such voting
         and/or consensual powers which it is entitled to exercise under
         subsectionE(a) above and to receive such distributions which such
         Pledgor is entitled to receive and retain under subsectionE(b) above,
         the Bank will, if necessary, upon the written request of such Pledgor,
         from time to time execute and deliver to such Pledgor appropriate
         proxies and dividend orders.


               Section 6. Power of Attorney. Each Pledgor hereby appoints the
Bank, and each of its nominees, officers, Banks, attorneys, and any other person
whom the Bank may designate, as such Pledgor's attorney-in-fact, with full power
and authority to ask, demand, collect, receive, receipt for, sue for, compound
and give acquittance for any and all sums or properties which may be or become
due, payable or distributable in respect of the Collateral or any part thereof,
with full power to settle, adjust or compromise any claim thereunder or therefor
as fully as such Pledgor could itself do, to endorse or sign the Pledgor's name
on any assignments, stock powers, or other instruments of transfer and on any
checks, notes, acceptances, money orders, drafts, and any other forms of payment
or security that may come into the Bank's possession and on all documents of
satisfaction, discharge or receipt required or requested in connection
therewith, and, in its discretion, to file any claim or take any other action or
proceeding, either in its own name or in the name of such Pledgor, or otherwise,
which the Bank may deem necessary or appropriate to collect or otherwise realize
upon all or any part of the Collateral, or effect a transfer thereof, or which
may be necessary or appropriate to protect and preserve the right, title and
interest of the Bank in and to such Collateral and the security intended to be
afforded hereby. Each Pledgor hereby ratifies and approves all acts of any such
attorney and agrees that neither the Bank nor any such attorney will be liable
for any such acts or omissions nor for any error of judgment or mistake of fact
or law other than such person's gross negligence or willful misconduct. The Bank
may file one or more financing statements disclosing its security interest in
all or any part of the Collateral without any Pledgor's signature appearing
thereon, and each Pledgor also hereby grants the Bank a power of attorney to
execute any such financing statements, and any amendments or supplements
thereto, on behalf of such Pledgor without notice thereof to such Pledgor. The
foregoing powers of attorney, being coupled with an interest, are irrevocable
until the Obligations have been fully paid and satisfied and each commitment of
the Bank to extend credit to or for the account of any one or more of the
Borrowers have expired or otherwise has terminated; provided, however, that the
Bank agrees, as a personal covenant to the relevant Pledgor, not to exercise the
powers of attorney set forth in this Section unless an Event of Default exists.


               Section 7. Defaults and Remedies. (a) The occurrence of any one
or more of the following events shall constitute an "event of default"
hereunder:


                  (i) default in the payment when due (whether by lapse of
         time, acceleration or otherwise) of all or any part of the principal of
         the Obligations or any part thereof; or


                                      -6-
<PAGE>   141

                  (ii) default for five (5) business days or more on the payment
         when due of the remainder of the Obligations (including, without
         limitation, interest or any fee or other amount comprising such
         remainder of the Obligations); or


                 (iii) any representation or warranty made by the Pledgors or
         any of them herein, or in any statement or certificate furnished by it
         pursuant hereto, or in connection with this Agreement, shall be false
         in any material respect as of the date of the issuance or making
         thereof; or


                 (iv) default in the observance or performance of any other
         provision hereof which is not remedied within thirty (30) days after
         written notice thereof to the appropriate Pledgor by the Bank; or


                   (v) the occurrence of any event or the existence of any
         condition which is specified as an Event of Default under the Credit
         Agreement, whether or not the same is in force.


The term "event of default" as used herein shall mean the events of default
specified in this Section 7.


           (b) Upon the occurrence of any event of default hereunder, all rights
of the Pledgors to receive and retain the distributions which they are entitled
to receive and retain pursuant to SectionE5(b) hereof shall, at the option of
the Bank cease and thereupon become vested in the Bank which, in addition to all
other rights provided herein or by law, shall then be entitled solely and
exclusively to receive and retain the distributions which the Pledgors would
otherwise have been authorized to retain pursuant to SectionE5(b) hereof and all
rights of the Pledgors to exercise the voting and/or consensual powers which
they are entitled to exercise pursuant to SectionE5(a) hereof shall, at the
option of the Bank, cease and thereupon become vested in the Bank which, in
addition to all other rights provided herein or by law, shall then be entitled
solely and exclusively to exercise all voting and other consensual powers
pertaining to the Collateral and to exercise any and all rights of conversion,
exchange or subscription and any other rights, privileges or options pertaining
thereto as if the Bank were the absolute owner thereof including, without
limitation, the right to exchange, at its discretion, the Collateral or any part
thereof upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the respective issuer thereof or upon the exercise by or
on behalf of any such issuer or the Bank of any right, privilege or option
pertaining to the Collateral or any part thereof and, in connection therewith,
to deposit and deliver the Collateral or any part thereof with any committee,
depositary, transfer Bank, registrar or other designated agency upon such terms
and conditions as the Bank may determine. In the event the Bank in good faith
believes any of the Collateral constitutes 



                                      -7-
<PAGE>   142

restricted securities within the meaning of any applicable securities law, any
disposition thereof in compliance with such laws shall not render the
disposition commercially unreasonable.


           (c) Upon the occurrence of any event of default hereunder, the Bank
shall have, in addition to all other rights provided herein or by law, the
rights and remedies of a secured party under the UCC (regardless of whether the
UCC is the law of the jurisdiction where the rights or remedies are asserted and
regardless of whether the UCC applies to the affected Collateral), and further
the Bank may, without demand and without advertisement, notice, hearing or
process of law to the extent permitted by law, all of which the Pledgors waive
to the extent permitted by law, at any time or times, sell and deliver any or
all of the Collateral held by or for it at public or private sale, at any
securities exchange or brokerOs board or at any of the BankOs offices or
elsewhere, for cash, upon credit or otherwise, at such prices and upon such
terms as the Bank deems advisable, in its sole discretion. In the exercise of
any such remedies, the Bank may sell the Collateral as a unit even though the
sales price thereof may be in excess of the amount remaining unpaid on the
Obligations. The Bank is authorized at any sale or other disposition of the
Collateral, if it deems it advisable so to do, to restrict the prospective
bidders or purchasers to persons who will represent and agree that they are
purchasing for their own account for investment, and not with a view to the
distribution or resale of any of the Collateral. Also, if less than all the
Collateral is sold, the Bank shall have no duty to marshal or apportion the part
of the Collateral so sold as between the Pledgors, or any of them, but may sell
and deliver any or all of the Collateral without regard to which of the Pledgors
are the owners thereof. In addition to all other sums due to the Bank, each
Pledgor shall pay the Bank all costs and expenses incurred by the Bank,
including reasonable attorneysO fees and court costs, in obtaining, liquidating
or enforcing payment of Collateral or the Obligations or in the prosecution or
defense of any action or proceeding by or against the Bank or any Pledgor
concerning any matter arising out of or connected with this Agreement or the
Collateral or the Obligations including, without limitation, any of the
foregoing arising in, arising under or related to a case under the United States
Bankruptcy Code (or any successor statute). Any requirement of reasonable notice
shall be met if such notice is personally served on or mailed, postage prepaid,
to the Pledgors in accordance with SectionE11(b) hereof at least 10 days before
the time of sale or other event giving rise to the requirement of such notice;
provided, however, no notification need be given to a Pledgor if such Pledgor
has signed, after an event of default hereunder has occurred, a statement
renouncing any right to notification of sale or other intended disposition. The
Bank shall not be obligated to make any sale or other disposition of the
Collateral regardless of notice having been given. The Bank may be the purchaser
at any sale or other disposition of the Collateral or any part thereof. Each
Pledgor hereby waives all of its rights of redemption from any sale or other
disposition of the Collateral or any part thereof. The Bank may postpone or
cause the postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without
further notice, be made at the time and place to which the sale was 


                                      -8-
<PAGE>   143

postponed or the Bank may further postpone such sale by announcement made at
such time and place.


           (d) The powers conferred upon the Bank hereunder are solely to
protect its interest in the Collateral and shall not impose on it any duties to
exercise such powers. The Bank shall be deemed to have exercised reasonable care
in the custody and preservation of the Collateral in its possession if the
Collateral is accorded treatment substantially equivalent to that which the Bank
accords its own property, consisting of similar types of securities, it being
understood, however, that the Bank shall have no responsibility for (i)
ascertaining or taking any action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Collateral, whether or not
the Bank has or is deemed to have knowledge of such matters, (ii) taking any
necessary steps to preserve rights against any parties with respect to any
Collateral, or (iii) initiating any action to protect the Collateral or any part
thereof against the possibility of a decline in market value. This Agreement
constitutes an assignment of rights only and not an assignment of any duties or
obligations of the Pledgors in any way related to the Collateral, and the Bank
shall have no duty or obligation to discharge any such duty or obligation.
Neither the Bank, nor any party acting as attorney for the Bank, shall be liable
hereunder for any acts or omissions or for any error of judgment or mistake of
fact or law other than such person's gross negligence or willful misconduct.


           (e) Failure by the Bank to exercise any right, remedy or option under
this Agreement or any other agreement between any Pledgor and the Bank or
provided by law, or delay by the Bank in exercising the same, shall not operate
as a waiver; and no waiver shall be effective unless it is in writing, signed by
the party against whom such waiver is sought to be enforced and then only to the
extent specifically stated. The rights and remedies of the Bank under this
Agreement shall be cumulative and not exclusive of any other right or remedy
which the Bank may have. For purposes of this Agreement, an event of default
hereunder shall be construed as continuing after its occurrence until the same
is waived in writing by the Bank in accordance with the Credit Agreement.


               Section 8. Application of Proceeds. The proceeds and avails of
the Collateral at any time received by the Bank after the occurrence of any
Event of Default hereunder shall, when received by the Bank in cash or its
equivalent, be applied by the Bank as follows:


                   (i) First, to the payment and satisfaction of all sums paid
         and costs and expenses incurred by the Bank hereunder or otherwise in
         connection herewith, including such monies paid or incurred in
         connection with protecting, preserving or realizing upon the Collateral
         or enforcing any of the terms hereof, including attorneysO fees and
         court costs, together with any interest thereon (but without preference
         or priority of principal 



                                      -9-
<PAGE>   144

         over interest or of interest over principal), to the extent the Bank is
         not reimbursed therefor by the Pledgors; and


                  (ii) Second, to the payment and satisfaction of the remaining
         Obligations, whether or not then due (in whatever order the Bank
         elects), both for interest and principal.


The Pledgors shall remain liable to the Bank for any deficiency. Any surplus
remaining after the full payment and satisfaction of the foregoing shall be
returned to the Parent Borrower or to whomsoever the Bank reasonably determines
is lawfully entitled thereto.


               Section 9. Continuing Agreement. This Agreement shall be a
continuing agreement in every respect and shall remain in full force and effect
until all of the Obligations, both for principal and interest, have been fully
paid and satisfied and each commitment of the Bank to extend credit or otherwise
make financial accommodations available to any one or more of the Borrowers has
expired or otherwise has been terminated. Upon such termination of this
Agreement, the Bank shall, upon the request and at the expense of the Pledgors,
forthwith release all its liens and security interests hereunder.


              Section 10. Primary Security; Obligations Absolute. The lien and
security herein created and provided for stand as direct and primary security
for the Obligations. No application of any sums received by the Bank in respect
of the Collateral or any disposition thereof to the reduction of the Obligations
or any portion thereof shall in any manner entitle any Pledgor to any right,
title or interest in or to the Obligations or any collateral security therefor,
whether by subrogation or otherwise, unless and until all Obligations have been
fully paid and satisfied and each commitment of the Bank to extend credit or
otherwise make financial accommodations available to any one or more of the
Borrowers has expired or otherwise has been terminated. The Pledgors acknowledge
and agree that the lien and security hereby created and provided for are
absolute and unconditional and shall not in any manner be affected or impaired
by any acts or omissions whatsoever of the Bank or any other holder of any of
the Obligations, and without limiting the generality of the foregoing, the lien
and security hereof shall not be impaired by any acceptance by the Bank or any
other holder of any of the Obligations of any other security for or guarantors
upon any Obligations or by any failure, neglect or omission on the part of the
Bank or any other holder of any of the Obligations to realize upon or protect
any of the Obligations or any collateral security therefor. The lien and
security hereof shall not in any manner be impaired or affected by (and the
Bank, without notice to anyone, is hereby authorized to make from time to time)
any sale, pledge, surrender, compromise, settlement, release, renewal,
extension, indulgence, alteration, substitution, exchange, change in,
modification or disposition of any of the Obligations, or of any collateral
security therefor, or of any guaranty thereof, or of any instrument or agreement
setting forth the terms and conditions pertaining to any of the foregoing. 

                                      -10-
<PAGE>   145

The Bank may at its discretion at any time grant credit to any one or more of
the Borrowers without notice to any Pledgor in such amounts and on such terms as
the Bank may elect without in any manner impairing the lien and security hereby
created and provided for. In order to realize hereon and to exercise the rights
granted to the Bank hereunder and under applicable law, there shall be no
obligation on the part of the Bank or any other holder of any of the Obligations
at any time to first resort for payment to the Borrowers or to any other obligor
on any of the Obligations or to any guaranty of the Obligations or any portion
thereof or to resort to any other collateral security, property, liens or any
other rights or remedies whatsoever, and the Bank shall have the right to
enforce this Agreement irrespective of whether or not other proceedings or steps
are pending seeking resort to or realization upon or from any of the foregoing.


              Section 11. Miscellaneous. (a) This Agreement cannot be changed or
terminated orally. This Agreement shall create a continuing lien on and security
interest in the Collateral and shall be binding upon each Pledgor, its
successors and assigns, and shall inure, together with the rights and remedies
of the Bank hereunder, to the benefit of the Bank, and its successors and
assigns; provided, however, that no Pledgor may assign its rights or delegate
its duties hereunder without the Bank's prior written consent.


           (b) All notices hereunder shall be in writing (including, without
limitation, notice by telecopy) and shall be given to the relevant party, and
shall be deemed to have been made when given to the relevant party, in
accordance with SectionE12.11 of the Credit Agreement. All notices to the
Pledgors hereunder shall be made to the Parent Borrower, as their agent, in
accordance with SectionE12.11 of the Credit Agreement.


           (c) In the event that any provision hereof shall be deemed to be
invalid or unenforceable by reason of the operation of any law or by reason of
the interpretation placed thereon by any court, this Agreement shall be
construed as not containing such provision, but only as to such jurisdictions
where such law or interpretation is operative, and the invalidity or
unenforceability of such provision shall not affect the validity of any
remaining provision hereof, and any and all other provisions hereof which are
otherwise lawful and valid shall remain in full force and effect.


           (d) To the extent permissible under the laws of any jurisdiction
located outside of the United States of America, this Agreement shall be deemed
to have been made in the State of Illinois and shall be governed by, and
construed in accordance with, the internal laws of the State of Illinois. All
terms which are used in this Agreement which are defined in the UCC shall have
the same meanings herein as said terms do in the UCC unless this Agreement shall
otherwise specifically provide. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of any provision hereof.


                                      -11-
<PAGE>   146

           (e) This Agreement may be executed in any number of counterparts and
by different parties hereto on separate counterpart signature pages, each
constituting an original, but all together one and the same instrument. Each
Pledgor acknowledges that this Agreement is and shall be effective upon its
execution and delivery by such Pledgor to the Bank, and it shall not be
necessary for the Bank to execute this Agreement or any other acceptance hereof
or otherwise to signify or express its acceptance hereof.


           (f) In the event the Bank shall at any time in its discretion permit
a substitution of Pledgors hereunder or a party shall wish to become a Pledgor
hereunder, such substituted or additional Pledgor shall, upon executing an
agreement in the form attached hereto as Schedule C, become a party hereto and
be bound by all the terms and conditions hereof to the same extent as though
such Pledgor had originally executed this Agreement and, in the case of a
substitution, in lieu of the Pledgor being replaced. No such substitution shall
be effective absent the written consent of the Bank nor shall it in any manner
affect the obligations of the other Pledgors hereunder.


           (g) To the extent permissible under the laws of any jurisdiction
located outside of the United States of America, each Pledgor hereby submits to
the non-exclusive jurisdiction of the United States District Court for the
Northern District of Illinois and of any Illinois state court sitting in the
City of Chicago for purposes of all legal proceedings arising out of or relating
to this Agreement or the transactions contemplated hereby. Each Pledgor
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient form. EACH PLEDGOR AND THE BANK HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


                           [SIGNATURE PAGE TO FOLLOW]




                                      -12-
<PAGE>   147

         IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be duly
executed and delivered as of the date first above written.




PLEDGORS:                          

Comshare, Incorporated                COMSHARE HOLDINGS COMPANY
555 Briarwood Circle                  22 Chelsea Manor Street
Ann Arbor, Michigan  48108            London SW3 5RL, England
                                      United Kingdom



By                                    By
  ------------------,---------------     --------------------,------------
  (Print or Type Name)   (Title)         (Print or Type Name)    (Title)



COMSHARE INTERNATIONAL B.V.           COMSHARE LIMITED

---------------------------           22 Chelsea Manor Street
---------------------------           Long SW3 5RL, England
---------------------------           United Kingdom



By                                    By
  ------------------,--------------     ---------------------,-------------
(Print or Type Name)   (Title)        (Print or Type Name)      (Title)



         Acknowledged and agreed to as of the date first above written.


                                      HARRIS TRUST AND SAVINGS BANK


                                      By
                                           ----------------------,--------------
                                           (Print or Type Name)    (Title)




                                      -13-
<PAGE>   148


                                   SCHEDULE A

                             THE PLEDGED SECURITIES


<TABLE>
<CAPTION>
                                                                                                 
  NAME OF           NAME OF        JURISDICTION OF         NO. OF                  CERTIFICATE    PERCENTAGE OF
  PLEDGOR           ISSUER          INCORPORATION          SHARES         CLASS         NO.       ISSUER'S STOCK
<S>                 <C>                <C>                 <C>           <C>            <C>            <C>
Comshare,           Comshare (U.S.),   Michigan              1,000       Ordinary         1             100
Incorporated        Inc.

Comshare,           Comshare           Netherlands           2,670       Ordinary        N/A            100
Incorporated        International B.V.

Comshare,           Comshare Limited   Canada              2,001,827     Ordinary       1993-2          100
Incorporated

Comshare,           CS Iberia sl       Spain                  N/A*       Ordinary        N/A*           100
Incorporated

Comshare,           CS srl             Italy                  N/A*       Ordinary        N/A*           100
Incorporated

Comshare,           Comshare South     Australia               36        Ordinary        ___            100
Incorporated        Pacific Pty Ltd.

Comshare            Comshare Holdings  England and Wales     ____        _______        ___            100
International B.V.  Company            (United Kingdom)

Comshare Holdings   Comshare Limited   England and Wales  5,908,980     Ordinary        100       approximately
Company                                (United Kingdom)                                                100

Comshare Limited    Comshare, S.A.     France               10,000      Ordinary        N/A            100

Comshare Limited    Comshare GmbH      Germany                2         Ordinary        N/A            100
</TABLE>



                                      -14-
<PAGE>   149
<TABLE>
<S>                 <C>                <C>                   <C>        <C>              <C>           <C>
Comshare Limited    Comshare           England and Wales      2         Ordinary         1             100
                    International      (United Kingdom)
                    Limited
</TABLE>





                                      -15-
<PAGE>   150

                                   SCHEDULE B

                          AMENDMENT TO PLEDGE AGREEMENT


         Reference is hereby made to that certain Pledge Agreement dated as of
SeptemberE23, 1997 (as the same may be amended, the "Pledge Agreement"), from
Comshare, Incorporated and the other Pledgors signatory thereto to Harris Trust
and Savings Bank. Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Pledge Agreement.


         Subsequent to the Pledgors' delivery of the Pledge Agreement, certain
shares of stock have been added as Pledged Securities under the Pledge
Agreement. As a result of such addition, Schedule A of the Pledge Agreement does
not accurately describe the shares of capital stock currently held by the Bank
as collateral under the Pledge Agreement.


         The Pledgors now desire to amend Schedule A to the Pledge Agreement to
reflect such addition, and this instrument shall constitute an agreement between
the Pledgors and the Bank amending the Pledge Agreement in the respects, but
only in the respects, hereinafter set forth:


                    1. Schedule A of the Pledge Agreement shall be and hereby is
         amended and as so amended shall be restated in its entirety to read as
         Annex A attached hereto.


                    2. As collateral security for the Obligations, each Pledgor
         hereby grants to the Bank a continuing security interest in, and
         acknowledges and agrees that the Bank has and shall continue to have a
         continuing security interest in, all the shares of capital stock of
         each issuer listed and described on Annex A attached hereto and all the
         other properties, rights, interests and privileges comprising the
         Collateral (as such term is defined in the Pledge Agreement after
         giving effect to this Amendment), to the same extent and with the same
         force and effect as if the shares of stock described on Annex A had
         originally been included on Schedule A to the Pledge Agreement. The
         foregoing granting clause is in addition to and supplemental of and not
         in substitution for the granting clause contained in the Pledge
         Agreement. Neither the Pledgors nor the Bank intend by this Amendment
         to in any way impair or otherwise affect the lien of the Pledge
         Agreement on such of the Collateral which was subject to the Pledge
         Agreement prior to giving effect to this Amendment.


                    3. Each Pledgor hereby repeats and reaffirms all of its
         covenants, agreements, representations and warranties contained in the
         Pledge Agreement, each and all of which shall be applicable to all of
         the stock and other properties, rights, interests and privileges
         subject to the lien of the Pledge Agreement after giving effect to this
         Amendment. Each Pledgor hereby certifies that no event of default or
         event which, with 


<PAGE>   151

         notice or lapse of time or both, would constitute an event of default
         exists under the Pledge Agreement after giving effect to this
         Amendment.


                    4. No reference to this Amendment need be made in any note,
         instrument or other document at any time referring to the Pledge
         Agreement, any reference in any of such to the Pledge Agreement to be
         deemed to reference to the Pledge Agreement as modified hereby. All
         references in the Pledge Agreement to the term OPledged SecuritiesO
         shall be deemed a reference to such term as defined in the Pledge
         Agreement after giving effect to this Amendment.


                    5. Except as specifically modified hereby, all the terms and
         conditions of the Pledge Agreement shall stand and remain unchanged and
         in full force and effect. This Amendment shall be effective upon the
         PledgorsO execution and delivery thereof to the Bank, no acceptance by
         the Bank being required.


                  Dated as of __________, 199_.


                                            PLEDGORS:


                                            [INSERT NAMES OF EXISTING PLEDGORS]



                                            By
                                            _____________________,______________
                                            (Print or Type Name)     (Title)


         Acknowledged and agreed to as of the date first above written.


                                            HARRIS TRUST AND SAVINGS BANK



                                            By
                                              _____________________, ___________
                                              (Print or Type Name)    (Title)






                                      -17-
<PAGE>   152
                                     ANNEX A
                        TO AMENDMENT TO PLEDGE AGREEMENT


                             THE PLEDGED SECURITIES

<TABLE>
<CAPTION>
                                                                                                 
  NAME OF           NAME OF        JURISDICTION OF         NO. OF                  CERTIFICATE    PERCENTAGE OF
  PLEDGOR           ISSUER          INCORPORATION          SHARES         CLASS         NO.       ISSUER'S STOCK
<S>                 <C>                <C>                 <C>           <C>            <C>            <C>

</TABLE>










<PAGE>   153


                                   SCHEDULE C


                  ASSUMPTION AND SUPPLEMENTAL PLEDGE AGREEMENT


         THIS AGREEMENT dated as of this _____ day of ______________, 199___
from [NEW PLEDGOR], a __________ (the "New Pledgor"), to Harris Trust and
Savings Bank (the "Bank");


                                WITNESSETH THAT:


         WHEREAS, Comshare, Incorporated and certain other parties have executed
and delivered to the Bank that certain Pledge Agreement dated as of September
23, 1997 (such Pledge Agreement, as the same may from time to time be modified
or amended, including supplements thereto which add additional parties as
Pledgors thereunder, being hereinafter referred to as the "Pledge Agreement")
pursuant to which such parties (the "Existing Pledgors") have granted to the
Bank a lien on and security interest in such Existing Pledgors' Collateral (as
such term is defined in the Pledge Agreement) to secure the Obligations (as such
term is defined in the Pledged Agreement) of the Borrowers referred to therein
owing to the Bank arising out of or related to the Credit Agreement referred to
therein; and


         WHEREAS, the Borrowers provide the New Pledgor with substantial
financial, managerial, administrative and technical support and the New Pledgor
will directly and substantially benefit from credit and other financial
accommodations extended and to be extended by the Bank to the Borrowers;


         NOW, THEREFORE, FOR VALUE RECEIVED, and in consideration of advances
made or to be made, or credit accommodations given or to be given, to the
Borrowers by the Bank from time to time, the New Pledgor hereby agrees as
follows:


            1. The New Pledgor acknowledges and agrees that it shall become a
OPledgorO party to the Pledge Agreement effective upon the date the New
PledgorOs execution of this Agreement and the delivery of this Agreement to the
Bank, and that upon such execution and delivery, all references in the Pledge
Agreement to the terms OPledgorO or OPledgorsO shall be deemed to include the
New Pledgor. Without limiting the generality of the foregoing, the New Pledgor
hereby repeats and reaffirms all grants (including the grant of a lien and
security interest), covenants, agreements, representations and warranties
contained in the Pledge Agreement as amended hereby, each and all of which are
and shall remain applicable to the Collateral from time to time owned by the New
Pledgor or in which the New Pledgor from time to time has any rights. Without
limiting the foregoing, in order to secure payment of the Obligations, whether
now existing or hereafter arising, the New Pledgor does hereby grant to the
Bank, and hereby agrees that the Bank has and shall continue to have a
continuing security interest in, among other 



<PAGE>   154

things, all of the New PledgorOs Collateral (as such term is defined in the
Pledge Agreement) described in SectionE2 of the Pledge Agreement, each and all
of such granting clauses being incorporated herein by reference with the same
force and effect as if set forth in their entirety except that all references in
such clauses to the Existing Pledgor or any of them shall be deemed to include
references to the New Pledgor. Nothing contained herein shall in any manner
impair the priority of the liens and security interests heretofore granted in
favor of the Bank under the Pledge Agreement.


            2. The New Pledgor hereby acknowledges and agrees that the
Obligations are secured by all of the Collateral according to, and otherwise on
and subject to, the terms and conditions of the Pledge Agreement to the same
extent and with the same force and effect as if the New Pledgor had originally
been one of the Existing Pledgors under the Pledge Agreement and had originally
executed the same as such an Existing Pledgor.


            3. All capitalized terms used in this Agreement without definition
shall have the same meaning herein as such terms have in the Pledge Agreement,
except that any reference to the term OPledgorO or OPledgorsO and any provision
of the Pledge Agreement providing meaning to such term shall be deemed a
reference to the Existing Pledgors and the New Pledgor. Except as specifically
modified hereby, all of the terms and conditions of the Pledge Agreement shall
stand and remain unchanged and in full force and effect.


            4. The New Pledgor agrees to execute and deliver such further
instruments and documents and do such further acts and things as the Bank may
reasonably deem necessary or proper to carry out more effectively the purposes
of this Agreement.


            5. No reference to this Agreement need be made in the Pledge
Agreement or in any other document or instrument making reference to the Pledge
Agreement, any reference to the Pledge Agreement in any of such to be deemed a
reference to the Pledge Agreement as modified hereby.


            6. To the extent permissible under the laws of any jurisdiction
located outside of the United States of America, this Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Illinois (without regard to principles of conflicts of law).


                                         [NEW PLEDGOR]



                                         By

                                         ---------------------,-----------------
                                         (Print or Type Name)     (Title)



                                      c-20
<PAGE>   155


                               GUARANTY AGREEMENT
                        (from Comshare Holdings Company)

     This Guaranty Agreement (the "guaranty") is made and given as of this 23rd
day of September, 1997 by Comshare Holdings Company, an unlimited liability
company organized under the law of England and Wales (hereinafter referred to
as the "undersigned") in favor of Harris Trust and Savings Bank, an Illinois
banking corporation (hereinafter referred to as the "Bank").

                                    RECITALS

     A. The undersigned is a subsidiary of Comshare, Incorporated, a
corporation organized under the laws of the State of Michigan in the United
States of America (the "Parent Debtor").  The Parent Debtor and one or more of
its subsidiaries may from time to time obtain credit accommodations and
facilities from the Bank (the Parent Debtor and each such subsidiary
hereinafter designated collectively as the "Debtors" and individually as
a"Debtor").  Each Debtor, the undersigned and the other subsidiaries of the
Parent Debtor comprise an integrated group of companies to which the Parent
Debtor provides financial, management, administrative and technical support.
The undersigned receives substantial direct benefit from such services.  In
addition, the undersigned benefits indirectly from belonging to this integrated
group of companies, which in the aggregate possess substantially more assets
and resources than are possessed by the undersigned standing alone.  The
interdependent nature of the businesses of the Parent Debtor and its
subsidiaries (including the undersigned) is such that the viability of each
subsidiary (including the undersigned) is dependent upon the continued success
of the Parent Debtor and its subsidiaries and upon the continuation of the
Parent Debtor's business relationships with its subsidiaries (including the
undersigned).

     B. This guaranty is being issued by the undersigned in good faith and for
the purpose of carrying on its business and otherwise in furtherance of its
commercial interests.  The undersigned believes itself solvent after its
execution and delivery of this guaranty and that the value of the consideration
received by the guarantor in the form of these direct and indirect benefits is
comparable to the value of the consideration provided by the guarantor's
execution of this guaranty.

     C. These direct and indirect benefits to the undersigned will continue
only if each Debtor continues to have access to credit accommodations and
facilities to be afforded to it by the Bank, which the Bank will only make
available on the condition, among others, that the undersigned guaranty the
indebtedness, obligations and liabilities of each Debtor from time to time
owing to the Bank.




<PAGE>   156


     NOW, THEREFORE, FOR VALUE RECEIVED and in consideration of advances made
or to be made, or credit given or to be given, or other financial accommodation
afforded or to be afforded to the Debtors by the Bank from time to time, the
undersigned hereby guarantees the full and prompt payment to the Bank at
maturity and at all times thereafter of any and all indebtedness, obligations
and liabilities of every kind and nature of each Debtor to the Bank, howsoever
evidenced, whether now existing or hereafter created or arising, whether direct
or indirect, absolute or contingent, joint or several, or joint and several and
howsoever owned, held or acquired, whether through discount, overdraft,
purchase, direct loan or as collateral, or otherwise (hereinafter all such
indebtedness, obligations and liabilities being collectively referred to as the
"Indebtedness"); and the undersigned further agrees to pay all expenses, legal
and/or otherwise (including court costs and reasonable attorneys' fees), paid
or incurred by the Bank in endeavoring to collect the Indebtedness, or any part
thereof, and in enforcing this guaranty in any litigation, bankruptcy or
insolvency proceeding or otherwise.


     Notwithstanding anything in this guaranty to the contrary, the Bank's
right of recovery against the undersigned under this guaranty (excluding any
such recovery for Collection Costs) shall not exceed at any time the greater
of:

           (x) U.S. $_________; or

           (y) the sum (determined as of the date the Bank makes demand on this
      guaranty) of (i) the principal amount then outstanding on loans and
      advances (including trade credit) made after the date hereof by the
      Debtors or any subsidiary of the Parent Debtor directly or indirectly to
      the undersigned, whether or not funded out of the proceeds of credit
      extended by the Bank, and (ii) the amount, if any, by which capital
      contributions made after the date hereof by the Debtors or any subsidiary
      of the Parent Debtor directly or indirectly to the undersigned exceeds
      the amount of dividends paid after the date hereof by the undersigned to
      the Debtors or any subsidiary of the Parent Debtor.

The undersigned's liability hereunder for Collection Costs is not limited by
the immediately preceding sentence.

     This guaranty is a continuing, absolute and unconditional guaranty, and
shall remain in full force and effect until written notice of its
discontinuance shall be actually received by the Bank, and also until any and
all of the Indebtedness created, existing or committed to before receipt of
such notice shall be fully paid.  The liability of the undersigned hereunder
shall in no way be affected or impaired by (and the Bank is hereby expressly
authorized to make from time

                                      -2-


<PAGE>   157


to time, without notice to anyone) any sale, pledge, surrender, compromise,
settlement, release, renewal, extension, indulgence, alteration, substitution,
exchange, change in, modification or other disposition of any of the
Indebtedness, either express or implied, or of any contract or contracts
evidencing any thereof, or of any security or collateral therefor.  The
liability of the undersigned hereunder shall also in no way be affected or
impaired by any acceptance by the Bank of any security for or other guarantors
upon any of the Indebtedness, or by any failure, neglect or omission on the
part of the Bank to realize upon or protect any of the Indebtedness, or any
collateral or security or other guaranty therefor, or to exercise any lien upon
or right of appropriation of any moneys, credits or property of any Debtor
possessed by the Bank toward the liquidation of the Indebtedness, or by any
application of payments or credits thereon.  The Bank shall have the exclusive
right to determine how, when and what application of payments and credits, if
any, shall be made on the Indebtedness, or any part thereof.  In order to hold
the undersigned liable hereunder, there shall be no obligation on the part of
the Bank, at any time, to resort for payment to the Debtors or to any other
guaranty, or to any other person or corporation, their properties or estate, or
resort to any collateral, security, property, liens or other rights or remedies
whatsoever and the Bank shall have the right to enforce this guaranty
irrespective of whether or not other proceedings or steps are pending seeking
resort to or realization upon or from any of the foregoing.

     All diligence in collection or protection, and all presentment, demand,
protest and/or notice, as to any and everyone, whether or not any Debtor or the
undersigned or others, of dishonor and of default and of non-payment and of the
creation and existence of any and all of the Indebtedness, and of any security
and collateral therefor, and of the acceptance of this guaranty, and of any and
all extensions of credit and indulgence, are expressly waived.

     The undersigned will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the
undersigned against any person liable for payment of the Indebtedness, or as to
any security therefor, unless and until the full amount owing to the Bank on
the Indebtedness has been paid and each commitment of the Bank to extend credit
to any Debtor shall have terminated, and the payment by the undersigned of any
amount pursuant to this guaranty shall not in any wise entitle the undersigned
to any right, title or interest (whether by way of subrogation or otherwise) in
and to any of the Indebtedness or any proceeds thereof or any security therefor
unless and until the full amount owing to the Bank on the Indebtedness has been
paid and each commitment of the Bank to extend credit to any Debtor shall have
terminated.

     In the case of the dissolution, liquidation, or insolvency (howsoever
evidenced) of, or the institution of bankruptcy or receivership proceedings
against any Debtor or the undersigned, all of the Indebtedness then existing
shall, at the option of the Bank, immediately become due and accrued and
payable from the undersigned and, in such case, such Indebtedness shall become
a

                                      -3-


<PAGE>   158


separate and independent obligation of the undersigned, as principal debtor and
not as surety, and, in respect thereof, the undersigned shall fully indemnify
the Bank for the full amount of such Indebtedness, notwithstanding such
dissolution, liquidation, insolvency, bankruptcy or receivership, as the case
may be.  All dividends or other payments received from any Debtor, or on
account of any Debtor from whatsoever source, shall be taken and applied as
payment in gross, and this guaranty shall apply to and secure any ultimate
balance that shall remain owing to the Bank.

     The Bank may, without any notice whatsoever to anyone, sell, assign, or
transfer all of the Indebtedness, or any part thereof, or grant participations
therein, and in that event each and every immediate and successive assignee,
transferee, or holder of or participant in all or any part of the Indebtedness,
shall have the right to enforce this guaranty, by suit or otherwise, for the
benefit of such assignee, transferee, holder or participant, as fully as if
such assignee, transferee, holder or participant were herein by name
specifically given such rights, powers and benefits; but the Bank shall have an
unimpaired right to enforce this guaranty for the benefit of the Bank or any
such participant, as to such of the Indebtedness that it has not sold, assigned
or transferred.

     If any payment applied by the Bank to the Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
any Debtor or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such of the Indebtedness as fully as if such application had
never been made.

     This guaranty shall be governed by and construed according to the laws of
the State of Illinois, in which State it shall be performed by the undersigned.
All payments to be made by the undersigned hereunder shall be made in the same
currency and funds in which the Indebtedness of the relevant Debtor is payable
at the principal Chicago office of Harris Trust and Savings Bank at 111 West
Monroe Street, Chicago, Illinois 60690 (or at such other place for the account
of the Bank as it may from time to time specify to the undersigned) in
immediately available and freely transferable funds at the place of payment,
all such payments to be paid without setoff, counterclaim or reduction and
without deduction for, and free from, any and all present or future taxes,
levies, imposts, duties, fees, charges, deductions, withholding or liabilities
with respect thereto or any restrictions or conditions of any nature.  If the
undersigned is required by law to make any deduction or withholding on account
of any tax or other withholding or deduction from any sum payable by the
undersigned hereunder, the undersigned shall pay any such tax or other
withholding or deduction and shall pay such additional amount necessary to
ensure that, after making any payment, deduction or withholding, the Bank shall
receive and retain (free of any liability in respect of any payment, deduction
or withholding) a net sum equal to what it would

                                      -4-


<PAGE>   159


have received and so retained hereunder had no such deduction, withholding or
payment been required to have been made.

     The payment by the undersigned of any amount or amounts due the Bank
hereunder shall be made in the same currency (the "relevant currency") and
funds in which the underlying Indebtedness of any Debtor are payable.  To the
fullest extent permitted by law, the obligation of the undersigned in respect
of any amount due in the relevant currency under this guaranty shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
relevant currency that the Bank may, in accordance with normal banking
procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the business day immediately following the
day on which the Bank receives such payment.  If the amount in the relevant
currency that may be so purchased for any reason falls short of the amount
originally due, the undersigned shall pay such additional amounts, in the
relevant currency, as may be necessary to compensate for the shortfall.  Any
obligations of the undersigned not discharged by such payment shall, to the
fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

     The undersigned waives any and all defenses, claims and discharges of the
Debtors, or any other obligor, pertaining to the Indebtedness, except the
defense of discharge by payment in full.  Without limiting the generality of
the foregoing, the undersigned will not assert, plead or enforce against the
Bank any defense of waiver, release, discharge in bankruptcy, statute of
limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
incapacity, minority, usury, illegality or unenforceability which may be
available to any Debtor or any other person or entity liable in respect of any
of the Indebtedness, or any setoff available against the Bank to the Debtor or
any such other person or entity, whether or not on account of a related
transaction.  The undersigned agrees that the undersigned shall be and remain
liable for any deficiency remaining after foreclosure of any mortgage or
security interest securing the Indebtedness, whether or not the liability of
the Debtors or any other obligor for such deficiency is discharged pursuant to
statute or judicial decision.

     The undersigned hereby irrevocably submits to the non-exclusive
jurisdiction of any State of Illinois court or any federal court located in
Chicago, Illinois for the adjudication of any matter arising out of or relating
to this guaranty and consents to the service of process by registered or
certified mail out of any such court or by service of process on the Parent
Debtor (now at 555 Briarwood Circle, Ann Arbor, Michigan 48108) which the
undersigned hereby irrevocably appoints as its agent to receive, for it and on
its behalf, service of process in any action or proceeding in Illinois.  Such
service shall be deemed completed on delivery to such process agent (whether or
not it is forwarded to and received by the undersigned) provided that notice of
such service of process is given by the Bank to the undersigned.  If, for any
reason,

                                      -5-


<PAGE>   160


such process agent ceases to be able to act as such or no longer has an address
in Illinois, the undersigned irrevocably agrees to appoint a substitute process
agent acceptable to the Bank and to deliver to the Bank a copy of the new
agent's acceptance of that appointment within 30 days.  Nothing contained
herein shall affect the right of the Bank to serve legal process in any other
manner or to bring any proceeding hereunder in any jurisdiction where the
undersigned may be amenable to suit.  The undersigned hereby waives any
objection to any action or proceeding in any Illinois court or federal court
located in Chicago, Illinois on the grounds of venue or any claim that any
State of Illinois court or federal court located in Chicago, Illinois is an
inconvenient forum.

     Any invalidity or unenforceability of any provision or application of this
guaranty shall not affect other lawful provisions and applications hereof, and
to this end the provisions of this guaranty are declared to be severable.  This
guaranty may not be waived, amended, released or otherwise changed except by a
writing signed by the Bank.

     All notices or other communications given hereunder by the Bank to the
undersigned shall be addressed to the undersigned at its address below or to
such other address as the undersigned shall designate by notice in writing to
the Bank.  Any such notice or other communication shall be effective only upon
receipt thereof by the undersigned.

     This guaranty and every part thereof shall be binding upon the
undersigned, and upon the heirs, legal representatives, successors and assigns
of the undersigned, and shall inure to the benefit of the Bank, its successors,
legal representatives and assigns.  The undersigned waives notice of the Bank's
acceptance hereof.

     SIGNED AND DELIVERED by the undersigned, this 23rd day of September, 1997.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS GUARANTY AS
OF THE TIME OF EXECUTION.

                                             COMSHARE HOLDINGS COMPANY
(SEAL)

                                             By
                                                -------------------------------
                                               Name:
                                                     --------------------------
                                               Title:
                                                      -------------------------
ADDRESS:

22 Chelsea Manor Street
London SW3 5RL, England
United Kingdom



                                      -6-
<PAGE>   161


                               GUARANTY AGREEMENT
                     (from Comshare International Limited)

     This Guaranty Agreement (the "guaranty") is made and given as of this 23rd
day of September, 1997 by Comshare International Limited, a private limited
company organized under the law of England and Wales (hereinafter referred to
as the "undersigned") in favor of Harris Trust and Savings Bank, an Illinois
banking corporation (hereinafter referred to as the "Bank").

                                    RECITALS

     A. The undersigned is a subsidiary of Comshare, Incorporated, a
corporation organized under the laws of the State of Michigan in the United
States of America (the "Parent Debtor").  The Parent Debtor and one or more of
its subsidiaries may from time to time obtain credit accommodations and
facilities from the Bank (the Parent Debtor and each such subsidiary
hereinafter designated collectively as the "Debtors" and individually as
a"Debtor").  Each Debtor, the undersigned and the other subsidiaries of the
Parent Debtor comprise an integrated group of companies to which the Parent
Debtor provides financial, management, administrative and technical support.
The undersigned receives substantial direct benefit from such services.  In
addition, the undersigned benefits indirectly from belonging to this integrated
group of companies, which in the aggregate possess substantially more assets
and resources than are possessed by the undersigned standing alone.  The
interdependent nature of the businesses of the Parent Debtor and its
subsidiaries (including the undersigned) is such that the viability of each
subsidiary (including the undersigned) is dependent upon the continued success
of the Parent Debtor and its subsidiaries and upon the continuation of the
Parent Debtor's business relationships with its subsidiaries (including the
undersigned).

     B. This guaranty is being issued by the undersigned in good faith and for
the purpose of carrying on its business and otherwise in furtherance of its
commercial interests.  The undersigned believes itself solvent after its
execution and delivery of this guaranty and that the value of the consideration
received by the guarantor in the form of these direct and indirect benefits is
comparable to the value of the consideration provided by the guarantor's
execution of this guaranty.

     C. These direct and indirect benefits to the undersigned will continue
only if each Debtor continues to have access to credit accommodations and
facilities to be afforded to it by the Bank, which the Bank will only make
available on the condition, among others, that the undersigned guaranty the
indebtedness, obligations and liabilities of each Debtor from time to time
owing to the Bank.



<PAGE>   162


     NOW, THEREFORE, FOR VALUE RECEIVED and in consideration of advances made
or to be made, or credit given or to be given, or other financial accommodation
afforded or to be afforded to the Debtors by the Bank from time to time, the
undersigned hereby guarantees the full and prompt payment to the Bank at
maturity and at all times thereafter of any and all indebtedness, obligations
and liabilities of every kind and nature of each Debtor to the Bank, howsoever
evidenced, whether now existing or hereafter created or arising, whether direct
or indirect, absolute or contingent, joint or several, or joint and several and
howsoever owned, held or acquired, whether through discount, overdraft,
purchase, direct loan or as collateral, or otherwise (hereinafter all such
indebtedness, obligations and liabilities being collectively referred to as the
"Indebtedness"); and the undersigned further agrees to pay all expenses, legal
and/or otherwise (including court costs and reasonable attorneys' fees), paid
or incurred by the Bank in endeavoring to collect the Indebtedness, or any part
thereof, and in enforcing this guaranty in any litigation, bankruptcy or
insolvency proceeding or otherwise.

     Notwithstanding anything in this guaranty to the contrary, the Bank's
right of recovery against the undersigned under this guaranty (excluding any
such recovery for Collection Costs) shall not exceed at any time the greater
of:

           (x) U.S. $_________; or

           (y) the sum (determined as of the date the Bank makes demand on this
      guaranty) of (i) the principal amount then outstanding on loans and
      advances (including trade credit) made after the date hereof by the
      Debtors or any subsidiary of the Parent Debtor directly or indirectly to
      the undersigned, whether or not funded out of the proceeds of credit
      extended by the Bank, and (ii) the amount, if any, by which capital
      contributions made after the date hereof by the Debtors or any subsidiary
      of the Parent Debtor directly or indirectly to the undersigned exceeds
      the amount of dividends paid after the date hereof by the undersigned to
      the Debtors or any subsidiary of the Parent Debtor.

The undersigned's liability hereunder for Collection Costs is not limited by
the immediately preceding sentence.

     This guaranty is a continuing, absolute and unconditional guaranty, and
shall remain in full force and effect until written notice of its
discontinuance shall be actually received by the Bank, and also until any and
all of the Indebtedness created, existing or committed to before receipt of
such notice shall be fully paid.  The liability of the undersigned hereunder
shall in no way be affected or impaired by (and the Bank is hereby expressly
authorized to make from time to time, without notice to anyone) any sale,
pledge, surrender, compromise, settlement, release, renewal, extension,
indulgence, alteration, substitution, exchange, change in, modification or

                                      -2-

<PAGE>   163


other disposition of any of the Indebtedness, either express or implied, or of
any contract or contracts evidencing any thereof, or of any security or
collateral therefor.  The liability of the undersigned hereunder shall also in
no way be affected or impaired by any acceptance by the Bank of any security
for or other guarantors upon any of the Indebtedness, or by any failure,
neglect or omission on the part of the Bank to realize upon or protect any of
the Indebtedness, or any collateral or security or other guaranty therefor, or
to exercise any lien upon or right of appropriation of any moneys, credits or
property of any Debtor possessed by the Bank toward the liquidation of the
Indebtedness, or by any application of payments or credits thereon.  The Bank
shall have the exclusive right to determine how, when and what application of
payments and credits, if any, shall be made on the Indebtedness, or any part
thereof.  In order to hold the undersigned liable hereunder, there shall be no
obligation on the part of the Bank, at any time, to resort for payment to the
Debtors or to any other guaranty, or to any other person or corporation, their
properties or estate, or resort to any collateral, security, property, liens or
other rights or remedies whatsoever and the Bank shall have the right to
enforce this guaranty irrespective of whether or not other proceedings or steps
are pending seeking resort to or realization upon or from any of the foregoing.

     All diligence in collection or protection, and all presentment, demand,
protest and/or notice, as to any and everyone, whether or not any Debtor or the
undersigned or others, of dishonor and of default and of non-payment and of the
creation and existence of any and all of the Indebtedness, and of any security
and collateral therefor, and of the acceptance of this guaranty, and of any and
all extensions of credit and indulgence, are expressly waived.

     The undersigned will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the
undersigned against any person liable for payment of the Indebtedness, or as to
any security therefor, unless and until the full amount owing to the Bank on
the Indebtedness has been paid and each commitment of the Bank to extend credit
to any Debtor shall have terminated, and the payment by the undersigned of any
amount pursuant to this guaranty shall not in any wise entitle the undersigned
to any right, title or interest (whether by way of subrogation or otherwise) in
and to any of the Indebtedness or any proceeds thereof or any security therefor
unless and until the full amount owing to the Bank on the Indebtedness has been
paid and each commitment of the Bank to extend credit to any Debtor shall have
terminated.

     In the case of the dissolution, liquidation, or insolvency (howsoever
evidenced) of, or the institution of bankruptcy or receivership proceedings
against any Debtor or the undersigned, all of the Indebtedness then existing
shall, at the option of the Bank, immediately become due and accrued and
payable from the undersigned and, in such case, such Indebtedness shall become
a separate and independent obligation of the undersigned, as principal debtor
and not as surety, and, in respect thereof, the undersigned shall fully
indemnify the Bank for the full amount of

                                      -3-

<PAGE>   164


such Indebtedness, notwithstanding such dissolution, liquidation, insolvency,
bankruptcy or receivership, as the case may be.  All dividends or other
payments received from any Debtor, or on account of any Debtor from whatsoever
source, shall be taken and applied as payment in gross, and this guaranty shall
apply to and secure any ultimate balance that shall remain owing to the Bank.

     The Bank may, without any notice whatsoever to anyone, sell, assign, or
transfer all of the Indebtedness, or any part thereof, or grant participations
therein, and in that event each and every immediate and successive assignee,
transferee, or holder of or participant in all or any part of the Indebtedness,
shall have the right to enforce this guaranty, by suit or otherwise, for the
benefit of such assignee, transferee, holder or participant, as fully as if
such assignee, transferee, holder or participant were herein by name
specifically given such rights, powers and benefits; but the Bank shall have an
unimpaired right to enforce this guaranty for the benefit of the Bank or any
such participant, as to such of the Indebtedness that it has not sold, assigned
or transferred.

     If any payment applied by the Bank to the Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
any Debtor or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such of the Indebtedness as fully as if such application had
never been made.

     This guaranty shall be governed by and construed according to the laws of
the State of Illinois, in which State it shall be performed by the undersigned.
All payments to be made by the undersigned hereunder shall be made in the same
currency and funds in which the Indebtedness of the relevant Debtor is payable
at the principal Chicago office of Harris Trust and Savings Bank at 111 West
Monroe Street, Chicago, Illinois 60690 (or at such other place for the account
of the Bank as it may from time to time specify to the undersigned) in
immediately available and freely transferable funds at the place of payment,
all such payments to be paid without setoff, counterclaim or reduction and
without deduction for, and free from, any and all present or future taxes,
levies, imposts, duties, fees, charges, deductions, withholding or liabilities
with respect thereto or any restrictions or conditions of any nature.  If the
undersigned is required by law to make any deduction or withholding on account
of any tax or other withholding or deduction from any sum payable by the
undersigned hereunder, the undersigned shall pay any such tax or other
withholding or deduction and shall pay such additional amount necessary to
ensure that, after making any payment, deduction or withholding, the Bank shall
receive and retain (free of any liability in respect of any payment, deduction
or withholding) a net sum equal to what it would have received and so retained
hereunder had no such deduction, withholding or payment been required to have
been made.


                                      -4-
<PAGE>   165


     The payment by the undersigned of any amount or amounts due the Bank
hereunder shall be made in the same currency (the "relevant currency") and
funds in which the underlying Indebtedness of any Debtor are payable.  To the
fullest extent permitted by law, the obligation of the undersigned in respect
of any amount due in the relevant currency under this guaranty shall,
notwithstanding any payment in any other currency (whether pursuant to a
judgment or otherwise), be discharged only to the extent of the amount in the
relevant currency that the Bank may, in accordance with normal banking
procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the business day immediately following the
day on which the Bank receives such payment.  If the amount in the relevant
currency that may be so purchased for any reason falls short of the amount
originally due, the undersigned shall pay such additional amounts, in the
relevant currency, as may be necessary to compensate for the shortfall.  Any
obligations of the undersigned not discharged by such payment shall, to the
fullest extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

     The undersigned waives any and all defenses, claims and discharges of the
Debtors, or any other obligor, pertaining to the Indebtedness, except the
defense of discharge by payment in full.  Without limiting the generality of
the foregoing, the undersigned will not assert, plead or enforce against the
Bank any defense of waiver, release, discharge in bankruptcy, statute of
limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
incapacity, minority, usury, illegality or unenforceability which may be
available to any Debtor or any other person or entity liable in respect of any
of the Indebtedness, or any setoff available against the Bank to the Debtor or
any such other person or entity, whether or not on account of a related
transaction.  The undersigned agrees that the undersigned shall be and remain
liable for any deficiency remaining after foreclosure of any mortgage or
security interest securing the Indebtedness, whether or not the liability of
the Debtors or any other obligor for such deficiency is discharged pursuant to
statute or judicial decision.

     The undersigned hereby irrevocably submits to the non-exclusive
jurisdiction of any State of Illinois court or any federal court located in
Chicago, Illinois for the adjudication of any matter arising out of or relating
to this guaranty and consents to the service of process by registered or
certified mail out of any such court or by service of process on the Parent
Debtor (now at 555 Briarwood Circle, Ann Arbor, Michigan 48108) which the
undersigned hereby irrevocably appoints as its agent to receive, for it and on
its behalf, service of process in any action or proceeding in Illinois.  Such
service shall be deemed completed on delivery to such process agent (whether or
not it is forwarded to and received by the undersigned) provided that notice of
such service of process is given by the Bank to the undersigned.  If, for any
reason, such process agent ceases to be able to act as such or no longer has an
address in Illinois, the undersigned irrevocably agrees to appoint a substitute
process agent acceptable to the Bank and to deliver to the Bank a copy of the
new agent's acceptance of that appointment within 30 days.

                                      -5-
<PAGE>   166


Nothing contained herein shall affect the right of the Bank to serve legal
process in any other manner or to bring any proceeding hereunder in any
jurisdiction where the undersigned may be amenable to suit.  The undersigned
hereby waives any objection to any action or proceeding in any Illinois court
or federal court located in Chicago, Illinois on the grounds of venue or any
claim that any State of Illinois court or federal court located in Chicago,
Illinois is an inconvenient forum.

     Any invalidity or unenforceability of any provision or application of this
guaranty shall not affect other lawful provisions and applications hereof, and
to this end the provisions of this guaranty are declared to be severable.  This
guaranty may not be waived, amended, released or otherwise changed except by a
writing signed by the Bank.

     All notices or other communications given hereunder by the Bank to the
undersigned shall be addressed to the undersigned at its address below or to
such other address as the undersigned shall designate by notice in writing to
the Bank.  Any such notice or other communication shall be effective only upon
receipt thereof by the undersigned.

     This guaranty and every part thereof shall be binding upon the
undersigned, and upon the heirs, legal representatives, successors and assigns
of the undersigned, and shall inure to the benefit of the Bank, its successors,
legal representatives and assigns.  The undersigned waives notice of the Bank's
acceptance hereof.

     SIGNED AND DELIVERED by the undersigned, this 23rd day of September, 1997.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS GUARANTY AS
OF THE TIME OF EXECUTION.

                                             COMSHARE INTERNATIONAL LTD.
(SEAL)

                                             By
                                               -------------------------------  
                                               Name:
                                                    --------------------------  
                                               Title:
                                                     -------------------------  
ADDRESS:

22 Chelsea Manor Street
London SW3 5RL, England
United Kingdom



                                      -6-
<PAGE>   167


                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT made as of this 23rd day of September, 1997, by
Comshare Limited, a corporation incorporated in Ontario, Canada (the "Debtor"),
with its mailing address as set forth on Schedule A hereto, and Harris Trust
and Savings Bank, an Illinois banking corporation (the"Bank"), with its mailing
address at 111 West Monroe Street, P.O. Box 755, Chicago, Illinois 60690;

                         W I T N E S S E T H   T H A T:

     WHEREAS, the Debtor has delivered to the Bank a guaranty agreement dated
September 23, 1997 (the "Guaranty") guaranteeing the obligations of Comshare,
Incorporated (the "Parent Borrower") and one or more of the Parent Borrower's
subsidiaries (the Parent Borrower and each such subsidiary hereinafter referred
to collectively as the "Borrowers" and individually as a "Borrower") to the
Bank; and

     WHEREAS, the Bank will only make available to the Borrowers credit and
other financial accomodations on the condition, among others, that the Debtor
pledges its assets to secure the Guaranty;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Debtor, the Debtor hereby
agrees as follows:

     1. Security Interest. Accordingly, the Debtor, in order to secure the
prompt payment and performance in full when due (whether by lapse of time,
acceleration or otherwise) of (i) any and all indebtedness, obligations and
liabilities of whatsoever kind and nature of the Debtor to the Bank (whether
arising before or after the filing of a petition in bankruptcy), whether direct
or indirect, absolute or contingent, due or to become due, and whether now
existing or hereafter arising and howsoever held, evidenced or acquired, and
whether several, joint or joint and several, (ii) any and all indebtedness,
obligations and liabilities of whatsoever kind and nature of each Borrower to
the Bank (whether arising before or after the filing of a petition in
bankruptcy), whether direct or indirect, absolute or contingent, due or to
become due, and whether now existing or hereafter arising and howsoever held,
evidenced or acquired, and whether several, joint or joint and several and
(iii) any and all reasonable expenses, commissions and charges, legal or
otherwise, suffered or incurred by the Bank in collecting or in enforcing any
of such indebtedness, obligations and liabilities or realizing on or protecting
or preserving any security therefor, including, without limitation, the lien
and security interest granted hereby (all of the indebtedness, obligations,
liabilities, expenses and charges described in clauses (i), (ii) and (iii)
above being hereinafter referred to as the "Obligations"), the Debtor hereby
grants to the Bank a security interest in and right of setoff against, and
acknowledges and agrees that the Bank has






<PAGE>   168


and shall continue to have a continuing security interest in and right of
setoff against, any and all of the Debtor's:

           (a) Accounts.  The Accounts whether now existing or hereafter
      created or arising, and however evidenced or acquired, or in which the
      Debtor now has or hereafter acquires any rights (the term "Accounts"
      means and includes all accounts, debts, accounts receivable, and other
      intangibles, instruments, notes, drafts, acceptances, chattel paper,
      securities and security interests, any right of the Debtor to payment for
      goods sold or leased or for services rendered, whether or not earned by
      performance, and all other forms of obligations owing to the Debtor)
      (including any and all claims and other rights for insurance against loss
      or misappropriation or otherwise to the property of the Debtor);

           (b) Customer Contracts.  All right, title and interest in, to and
      under contracts entered into by the Debtor with customers in its ordinary
      course of business, whether now existing or hereafter created, acquired
      or arising, or contracts in which the Debtor now has or hereafter
      acquires any rights, including without limitation all such rights to
      payment with respect to (i) software license agreements, (ii) software
      maintenance agreements, (iii) software distribution agreements and (iv)
      software implementation and consulting services agreements;

           (c) Records and Cabinets.  Supporting evidence and documents
      relating to any of the above-described property, including without
      limitation, copies of computer programs, disks, tapes and related
      electronic data processing media, rights of the Debtor to retrieve the
      same from third parties, written applications, credit information,
      account cards, payment records, correspondence, delivery and installation
      certificates, invoice copies, delivery receipts, notes and other
      evidences of indebtedness, together with all books of account, ledgers
      and cabinets in which the same are reflected or maintained, all whether
      now existing or hereafter arising;

           (d) Accessions and Additions.  All accessions and additions to and
      substitutions and replacements of any of the foregoing, whether now
      existing or hereafter arising; and

           (e) Proceeds.  All proceeds of the foregoing, whether now existing
      or hereafter arising;

all of the foregoing being herein sometimes referred to as the "Collateral".

     2. Covenants, Agreements, Representations and Warranties.  The Debtor
hereby covenants and agrees with, and represents and warrants to the Bank that:


                                      -2-


<PAGE>   169


           (a) The Debtor is a corporation or other entity duly organized,
      existing and in good standing under the laws of Ontario, Canada, is the
      sole and lawful owner of the Collateral and has full right, power and
      authority to enter into this Agreement and to perform each and all of the
      matters and things herein provided for; and the execution and delivery of
      this Agreement, and the observance and performance of any of the matters
      and things herein set forth, will not violate or contravene in any
      material respect any provision of law or of the articles of incorporation
      or by-laws or other organizational agreement of the Debtor or of any
      indenture, loan agreement or other agreement of or affecting the Debtor
      or any of its properties, or result in the creation or imposition of any
      liens or encumbrance on any property of the Debtor.

           (b) The Collateral is and will remain in the Debtor's possession at
      the locations listed under Column 2 on Schedule A attached hereto.  The
      Debtor's chief executive office is listed opposite its name on Schedule A
      attached hereto and the Debtor has no other places of business other than
      those listed under Column 3 on Schedule A attached hereto.  The Debtor
      will not remove the Collateral from the locations specified in the first
      sentence of this Section 2(b) without the Bank's prior written consent
      (provided that if for any reason Collateral is at any time kept or
      located at locations other than its present location or locations
      hereafter consented to by the Bank, the Bank shall nevertheless have and
      retain a security interest therein).

           (c) The Collateral and every part thereof is and will be free and
      clear of all security interests, liens (including without limitation
      mechanics, laborers and statutory liens), attachments, levies and
      encumbrances of every kind, nature and description and whether voluntary
      or involuntary except for the security interest of the Bank therein and
      as otherwise provided in the Credit Agreement (as hereinafter defined),
      and the Debtor will warrant and defend the Collateral against any claims
      and demands of all persons at any time claiming the same or any interest
      therein adverse to the Bank.

           (d) The Debtor will pay promptly when due all material taxes,
      assessments, and governmental charges and levies upon or against the
      Collateral in each case before the same become delinquent and before
      penalties accrue thereon, unless and to the extent that the same are
      being contested in good faith by appropriate proceedings.

           (e) The Debtor at its own cost and expense will maintain, keep and
      preserve the Collateral in good repair and condition and will not waste
      or destroy such Collateral or any part thereof and will not be negligent
      in the care and use of any Collateral and will not use or permit to be
      used any Collateral in violation of any statute, ordinance or other
      governmental requirement.  The Debtor will perform in all material
      respects its obligations under any contract or other agreement
      constituting part of the Collateral, it

                                      -3-


<PAGE>   170


      being understood and agreed that the Bank has no responsibility to
      perform such obligations.

           (f) Except for liens permitted by the Credit Agreement and subject
      to Section 4(a) hereof, the Debtor will not, without the Bank's prior
      written consent, sell, assign, mortgage, lease or otherwise dispose of
      the Collateral or any interest therein.

           (g) The Debtor will at all times allow the Bank or its
      representatives free access to and right of inspection of the Collateral;
      provided, however, except during the continuance of any event of default
      hereunder, such access and inspection shall be made only after reasonable
      notice to the Parent Borrower or the Debtor and during normal business
      hours.  As to any premises not owned by the Debtor wherein any of the
      Collateral is located, if any, the Debtor shall, if the Bank so requests,
      cause each party having any right, title or interest in, or lien on, any
      of such premises to enter into an agreement (any such agreement to
      contain a legal description of such premises) whereby such party
      disclaims any right, title and interest in, and lien on, the Collateral,
      allowing the removal of such Collateral by the Bank and otherwise in form
      and substance acceptable to the Bank.

           (h) The Debtor agrees from time to time to deliver to the Bank such
      evidence of the existence and identity of the Collateral and of its
      availability as collateral security pursuant hereto (including, without
      limitation, schedules describing all Accounts created or acquired by the
      Debtor and any security therefor and other rights and benefits in respect
      thereof, copies of customer invoices or the equivalent and original
      shipping or delivery receipts for all merchandise and other goods sold or
      leased or services rendered, together with the Debtor's warranty of the
      genuineness thereof), as the Bank may reasonably request.

           (i) The Debtor will comply in all material respects with the terms
      and conditions of any leases, easements, right-of-way agreements or other
      agreements covering the premises wherein the Collateral is located and
      any orders, ordinances, laws or statutes of any city, state or other
      governmental entity, department or agency having jurisdiction with
      respect to such premises or the conduct of business thereon.

           (j) On failure of the Debtor to perform any of the covenants and
      agreements herein contained, the Bank may, at its option but in any event
      with notice to the Parent Borrower or the Debtor (which need not
      necessarily be prior notice), perform the same and in so doing may expend
      such sums as the Bank may reasonably deem advisable in the performance
      thereof, including without limitation the payment of any taxes, liens and
      encumbrances, expenditures made in defending against any adverse claim
      and all other

                                      -4-


<PAGE>   171


      expenditures which the Bank may be compelled to make by operation of law
      or which the Bank may make by agreement or otherwise for the protection
      of the security hereof.  All such sums and amounts so expended shall be
      repayable by the Debtor immediately without notice or demand, shall
      constitute so much additional Obligations hereby secured and shall bear
      interest from the date said amounts are expended at the rate per annum
      (computed on the basis of a 360-day year for the actual number of days
      elapsed) determined by adding 2% to the rate per annum from time to time
      announced by said Harris Trust and Savings Bank as its prime commercial
      rate with any change in such rate per annum as so determined by reason of
      a change in such prime commercial rate to be and become effective as of
      and on the date of such change in said prime commercial rate (such rate
      per annum as so determined being hereinafter referred to as the "Default
      Rate").  No such performance of any covenant or agreement by the Bank on
      behalf of the Debtor and no such advancement or expenditure therefor,
      shall relieve the Debtor of any default under the terms of this
      Agreement.  The Bank, in making any payment hereby authorized may do so
      according to any bill, statement or estimate procured from the
      appropriate public office or holder of the claim to be discharged without
      inquiry into the accuracy of such bill, statement or estimate or into the
      validity of any tax assessment, sale, forfeiture, tax lien or title or
      claim.  The Bank, in performing any act hereunder, shall be the sole
      judge of whether the Debtor is required to perform the same under the
      terms of this Agreement.

           (k) The Debtor warrants that it has not transacted business, and
      does not transact business, under any trade names except as set forth on
      Schedule B.  The Debtor agrees that it will not change its name or
      transact business under any trade names without first giving the Bank 30
      days' prior written notice of its intent to do so.

           (l) The Debtor agrees to execute and deliver to the Bank such
      further agreements and assignments or other instruments and to do all
      such other things as the Bank may deem necessary or appropriate to assure
      the Bank its security interest hereunder, including such financing
      statement or statements or amendments thereof or supplements thereto or
      other instruments as the Bank may from time to time require in order to
      comply with the Personal Property Security Act as enacted in the Province
      of Ontario and any successor statute(s) thereto (the "Act").  The Debtor
      hereby agrees that a carbon, photographic or other reproduction of this
      Agreement or any such financing statement is sufficient for filing as a
      financing statement by the Bank without notice thereof to the Debtor
      wherever the Bank in its sole discretion desires to file the same.  In
      the event for any reason the law of any other jurisdiction than Ontario
      becomes or is applicable to the Collateral or any part thereof, or to any
      of the Obligations, the Debtor agrees to execute and deliver all such
      instruments and to do all such other things as the Bank in its sole
      discretion deems necessary or appropriate to preserve, protect and

                                      -5-


<PAGE>   172


      enforce the security interests of the Bank under the law of such other
      jurisdiction to at least the same extent as such security interests would
      be protected under the Act.  If any Collateral is in the possession or
      control of any of the Debtor's agents or processors and unless the Bank
      requests otherwise, the Debtor agrees to notify such agents or processors
      in writing of the Bank's security interests therein, and upon the Bank's
      request instruct them to hold all such Collateral for the Bank's account
      and subject to the Bank's instructions.  The Debtor agrees to mark its
      books and records to reflect the security interests of the Bank in the
      Collateral.

     3. Special Provisions Re:  Accounts.  (a) As of the time any Account which
is an account receivable becomes subject to the security interests provided for
hereby, the Debtor shall be deemed to have warranted as to each and all of its
Accounts that each such Account and all papers and documents relating thereto
are genuine and in all respects what they purport to be; that each such Account
is valid and subsisting and if such Account is an account receivable, arises
out of and for services theretofore actually rendered or to be rendered by the
Debtor to, the account debtor named therein; that the amount of the Account
represented as owing is the correct amount actually and unconditionally owing,
except for normal cash discounts on normal trade terms in the ordinary course
of business if such Account is an account receivable; that the amount of such
Account represented as owing is not disputed, and is not subject to any
set-offs, credits, deductions or counter charges; that no Account is evidenced
by any instrument or chattel paper unless such instrument or chattel paper has
theretofore been endorsed by the Debtor and delivered to the Bank (except to
the extent the Bank specifically requests the Debtor not to do so with respect
to any such instrument or chattel paper); and that no surety bond was required
or given in connection with said Account or the contracts or purchase orders
out of which the same arose.  Without limiting the foregoing, if any Account
arises out of a contract with the federal government of Canada or any
provincial government or any of their respective departments, agencies or
instrumentalities, the Debtor agrees to notify the Bank and execute whatever
instruments are required by the Bank in order that such Account shall be
assigned to the Bank and that proper notice of such assignment shall be given
under the Financial Administration Act (Canada) or other like statute.

     (b) The Debtor shall keep all of its books and records relating to the
Accounts only at its chief executive office described in Section 2(b) hereof or
at the chief executive office of the Parent Borrower.

     (c) From time to time, as the Bank may reasonably request of the Debtor,
the Debtor shall provide the Bank with schedules describing all Accounts
created or acquired by the Debtor, provided, however, that the failure of the
Debtor to execute and deliver such schedules shall not affect or limit the
Bank's security interest or other rights in and to any such Accounts.  Together
with each schedule, the Debtor shall, if reasonably requested by the Bank,
furnish copies of

                                      -6-


<PAGE>   173


customers' invoices or the equivalent, and original shipping or delivery
receipts, for all merchandise sold, and the Debtor warrants the genuineness
thereof.

     4. Collection of Accounts.  (a) Unless and until an event of default
hereunder occurs, the Debtor shall make collection of all of its Accounts and
may use the same to carry on its business in accordance with sound business
practice and otherwise subject to the terms hereof.

     (b) Whether or not the Bank has exercised any or all of its rights under
other provisions of this Section 4 and upon the occurrence and during the
continuation of any event of default hereunder, in the event the Bank requests
the Debtor to do so:

           (i)  all instruments and chattel paper at any time constituting part
      of the Accounts (including any postdated checks) shall, upon receipt by
      the Debtor, be immediately endorsed to and deposited with Bank; and/or

           (ii) the Debtor shall instruct all account debtors to remit all
      payments in respect of Accounts to a lockbox to be maintained at the main
      post office, Chicago, Illinois or such other place as may be designated
      by the Bank, in any case under the sole custody and control of Bank.

     (c) Upon the occurrence and during the continuation of any event of
default hereunder and whether or not the Bank has exercised any or all of its
rights under other provisions of this Section 4, the Bank or its designee may
notify the Debtor's customers or account debtors at any time that Accounts have
been assigned to the Bank or of the Bank's security interest therein and either
in its own name, or the Debtor's or both, demand, collect (including without
limitation through a lockbox analogous to that described in Section 4(b)(ii)
hereof), receive, receipt for, sue for, compound and give acquittance for any
or all amounts due or to become due on Accounts, and in the Bank's discretion
file any claim or take any other action or proceeding which the Bank may deem
necessary or appropriate to protect and realize upon the security interest of
the Bank in the Accounts.

     (d) Any proceeds of Accounts or other Collateral transmitted to or
otherwise received by the Bank pursuant to any of the provisions of Sections
4(b) or 4(c) hereof shall be handled and administered by the Bank in and
through a remittance account at the Bank and the Debtor acknowledges that the
maintenance of such remittance account by the Bank is solely for the Bank's own
convenience and that the Debtor does not have any right, title or interest in
such remittance account or any amounts at any time standing to the credit
thereof.  The Bank may apply all or any part of any proceeds of Accounts or
other Collateral received by it from any source to the payment of the
Obligations (whether or not then due and payable), such applications to be made
in such amounts, in such manner and order and at such intervals as the

                                      -7-


<PAGE>   174


Bank may from time to time in its discretion determine, but not less often than
once each week.  The Bank need not apply or give credit for any item included
in proceeds of Accounts or other Collateral until the Bank has received final
payment therefor at its office in cash or final solvent credits current in
Chicago, Illinois, acceptable to the Bank as such.  However, if the Bank does
give credit for any item prior to receiving final payment therefor and the Bank
fails to receive such final payment or an item is charged back to the Bank for
any reason, the Bank may at its election in either instance charge the amount
of such item back against the remittance account, together with interest
thereon at the Default Rate.  The Debtor shall accompany each transmission of
any proceeds of Accounts or other Collateral to the Bank with a report in such
form as the Bank shall require identifying the particular Account or other
Collateral from which the same arises or relates.  The Bank, however, agrees
that unless and until default occurs in the payment when due of any of the
Obligations or any other event occurs or condition exists which constitutes an
event of default hereunder or under any indenture or loan or credit agreement
at any time in effect between the Debtor and the Bank or which, with the lapse
of time or the giving of notice, or both, would constitute such an event of
default, the Bank will release proceeds of Collateral from the remittance
account from time to time but not less often than once per week.  The Debtor
hereby indemnifies the Bank from and against all liabilities, damages, losses,
actions, claims, judgments, costs, expenses, charges and reasonable attorney's
fees suffered or incurred by the Bank because of the maintenance of the
foregoing arrangements.  The Bank shall have no liability or responsibility to
the Debtor for accepting any check, draft or other order for payment of money
bearing the legend "payment in full" or words of similar import or any other
restrictive legend or endorsement whatsoever or be responsible for determining
the correctness of any remittance.

     5. Power of Attorney.  In addition to any other powers of attorney
contained herein, the Debtor appoints the Bank, its nominee, or any other
person whom the Bank may designate as the Debtor's attorney in fact, with full
power to endorse the Debtor's names on any checks, notes, acceptances, money
orders, drafts or other forms of payment or security that may come into the
Bank's possession, to sign the Debtor's names on any invoice or bill of lading
relating to any Accounts, on drafts against customers, on schedules and
assignments of Accounts, on notices of assignment, on public records, on
verifications of accounts and on notices to customers, to send requests for
verification of Accounts to customers or account debtors, and to do all things
necessary to carry out this Agreement and after an event of default has
occurred hereunder, to notify the post office authorities to change the address
for delivery of the Debtor's mail to an address designated by the Bank and to
receive, open and dispose of all mail addressed to the Debtor.  The Debtor
hereby ratifies and approves all acts of any such attorney and agree that
neither the Bank nor any such attorney will be liable for any acts or omissions
nor for any error of judgment or mistake of fact or law other than their own
gross negligence or willful misconduct.  The foregoing power of attorney, being
coupled with an interest, is irrevocable until the Obligations have been fully
satisfied and each commitment of the Bank to extend credit to a

                                      -8-


<PAGE>   175


Borrower or any of them has expired or terminated.  The Bank may file one or
more financing statements disclosing its security interest in any or all of the
Collateral without the Debtor's signature appearing thereon.  The Debtor also
hereby grants the Bank a power of attorney to execute any such financing
statement, or amendments and supplements to financing statements, on behalf of
the Debtor without notice thereof to the Debtor, which power of attorney is
coupled with an interest and is irrevocable until the Obligations have been
fully satisfied.

     6. Defaults and Remedies.  (a) The occurrence of any one or more of the
following events shall constitute an "event of default" hereunder:

           (i)   default in the payment when due (whether by lapse of time,
      acceleration or otherwise) of all or any part of the principal of the
      Obligations or any part thereof; or

           (ii)  default for five (5) business days or more on the payment when
      due of the remainder of the Obligations (including, without limitation,
      interest or any fee or other amount comprising such remainder of the
      Obligations); or

           (iii) any representation or warranty made by the Debtor herein, or
      in any statement or certificate furnished by it pursuant hereto, or in
      connection with this Agreement, shall be false in any material respect as
      of the date of the issuance or making thereof; or

           (iv)  default in the observance or performance of any other provision
      hereof which is not remedied within thirty (30) days after written notice
      thereof to the Debtor by the Bank; or

           (v)   the occurrence of any event or the existence of any condition
      which is specified as an Event of Default under the Credit Agreement,
      whether or not the same is in force.

The term "event of default" as used herein shall mean the events of default
specified in this Section 6.

     (b) Upon the occurrence of any event of default hereunder, the Bank shall
have, in addition to all other rights provided herein or by law, the rights and
remedies of a secured party under the Act (regardless of whether the Act is the
law of the jurisdiction where the rights or remedies are asserted and
regardless of whether the Act applies to the affected Collateral), and further
the Bank may, without demand and without advertisement or notice, (other than
as required by law) all of which the Debtor hereby waives, at any time or
times, sell and deliver any or all Collateral held by or for it at public or
private sale, for cash, upon credit or otherwise, at

                                      -9-


<PAGE>   176


such prices and upon such terms as the Bank deems advisable, in its sole
discretion.  In addition to all other sums due the Bank hereunder, the Debtor
agrees to pay to the Bank all costs and expenses incurred by the Bank,
including a reasonable allowance for attorneys' fees and court costs, in
obtaining, liquidating or enforcing payment of Collateral or Obligations or in
the prosecution or defense of any action or proceeding by or against the Bank
or the Debtor concerning any matter arising out of or connected with this
Agreement or the Collateral or Obligations, including without limitation any of
the foregoing arising in, arising under or related to a case under the
Bankruptcy and Insolvency Act (Canada).  Any requirement of reasonable notice
shall be met if such notice is personally served on or mailed, postage prepaid,
to the Debtor in accordance with Section 10(b) hereof at least 10 days before
the time of sale or other event giving rise to the requirement of such notice;
however, no notification need be given to the Debtor if the Debtor has signed,
after an event of default hereunder has occurred, a statement renouncing any
right to notification of sale or other intended disposition.  The Bank shall
not be obligated to make any sale or other disposition of the Collateral
regardless of notice having been given.  The Bank may be the purchaser at any
such sale.  The Debtor hereby waives all of its rights of redemption from any
such sale.  Subject to the provisions of applicable law, the Bank may postpone
or cause the postponement of the sale of all or any portion of the Collateral
by announcement at the time and place of such sale, and such sale may, without
further notice, be made at the time and place to which the sale was postponed
or the Bank may further postpone such sale by announcement made at such time
and place.

     (c) Without in any way limiting the foregoing, the Bank (or any agent
appointed by it) shall after an event of default has occurred hereunder have
the right, in addition to all other rights provided herein or by law, to take
physical possession of any and all of the Collateral and anything found
therein, the right for that purpose to enter without legal process any premises
where the Collateral may be found (provided such entry be done lawfully), and
the right to maintain such possession on the Debtor's premises (the Debtor
hereby agreeing to lease warehouses without cost or expense to the Bank or its
designee if the Bank so requests) or to remove the Collateral or any part
thereof to such other places as the Bank may desire.  The Debtor shall, upon
the Bank's demand, assemble the Collateral and make it available to the Bank at
a place designated by the Bank.  Any amounts paid to or received by the Debtor
shall be received as agent and in trust for the Bank and the Debtor shall
forthwith pay over same to the Bank.  If the Bank exercises its right to take
possession of the Collateral, the Debtor shall also at its expense perform any
and all other steps requested by the Bank to preserve and protect the security
interest hereby granted in the Collateral, such as placing and maintaining
signs indicating the security interest of the Bank and appointing overseers for
the Collateral.

     (d) The proceeds and avails of the Collateral at any time received by the
Bank after an event of default hereunder shall have occurred shall, when
received by the Bank in cash or its equivalent, be applied by the Bank as
follows:


                                      -10-


<PAGE>   177


           (i) First, to the payment and satisfaction of all sums paid and
      costs and expenses incurred by the Bank (or its agent) hereunder or
      otherwise in connection herewith, including such monies paid or incurred
      in connection with protecting, preserving or realizing upon the
      Collateral or enforcing any of the terms hereof, including reasonable
      attorneys' fees and court costs, together with any interest thereon (but
      without preference or priority of principal over interest or of interest
      over principal), to the extent the Bank is not reimbursed therefor by the
      Debtor; and

           (ii) Second, to the payment and satisfaction of the remaining
      Obligations, whether or not then due (in whatever order the Bank elects),
      both for interest and principal.

The Debtor shall remain liable to the Bank for any deficiency.  Any surplus
remaining after the full payment and satisfaction of the foregoing may be
returned to the Debtor or to whomsoever a court of competent jurisdiction shall
determine to be entitled thereto.

     (e) Failure by the Bank to exercise any right, remedy or option under this
Agreement or any other agreement between the Debtor and the Bank or provided by
law, or delay by the Bank in exercising the same, shall not operate as a
waiver; no waiver shall be effective unless it is in writing, signed by the
Bank and then only to the extent specifically stated.  Neither the Bank, nor
any party acting as attorney for the Bank, shall be liable for any acts or
omissions or for any error of judgment or mistake of fact or law other than
their gross negligence or willful misconduct.  The rights and remedies of the
Bank under this Agreement shall be cumulative and not exclusive of any other
right or remedy which the Bank may have.

     7. Continuing Agreement.  This Agreement shall be a continuing agreement
in every respect and shall remain in full force and effect until all of the
Obligations, both for principal and interest, have been fully paid and
satisfied and each commitment of the Bank to extend any credit to a Borrower
shall have terminated.

     8. Primary Security; Obligations Absolute.  The lien and security herein
created and provided for stand as direct and primary security for the
Obligations.  No application of any sums received by the Bank in respect of the
Collateral or any disposition thereof to the reduction of the Obligations or
any portion thereof shall in any manner entitle the Debtor to any right, title
or interest in or to the Obligations or any collateral security therefor,
whether by subrogation or otherwise, unless and until all Obligations have been
fully paid and satisfied and each commitment of the Bank to extend credit to a
Borrower shall have expired.  The Debtor acknowledges and agrees that the lien
and security hereby created and provided for are absolute and unconditional and
shall not in any manner be affected or impaired by any acts or omissions
whatsoever of the Bank or any other holder of any of the Obligations, and
without limiting the

                                      -11-


<PAGE>   178


generality of the foregoing, the lien and security hereof shall not be impaired
by any acceptance by the Bank or any holder of any of the Obligations of any
other security for or guarantors upon any of the Obligations or by any failure,
neglect or omission on the part of the Bank or any other holder of any of the
Obligations to realize upon or protect any of the Obligations or any collateral
security therefor.  The lien and security hereof shall not in any manner be
impaired or affected by (and the Bank, without notice to anyone, is hereby
authorized to make from time to time) any sale, pledge, surrender, compromise,
settlement, release, renewal, extension, indulgence, alteration, substitution,
exchange, change in, modification or disposition of any of the Obligations, or
of any collateral security therefor, or of any guaranty thereof or of any
obligor thereon.  The Bank may at its discretion at any time grant credit to
any one or more of the Borrowers without notice to the Debtor in such amounts
and on such terms as the Bank may elect (all of such to constitute additional
Obligations) without in any manner impairing the lien and security hereby
created and provided for.  No release, compromise or discharge of the Debtor
hereunder or with respect to any of the Obligations or any Collateral provided
by the Debtor shall release or discharge, or impair the agreements of the
Borrowers, or in any manner impair the liens and security interests granted
hereunder; and the Bank may proceed against the Collateral without proceeding
against the Borrowers, their respective properties or any other security or
guaranty whatsoever.  Without limiting the generality of the foregoing, the
Bank may at any time or from time to time release the Borrowers or release any
Collateral or effect any compromise with the Borrowers, and no such release or
compromise shall in any manner impair or otherwise effect the liens granted by,
or the obligations of, the Debtor hereunder.  In order to foreclose or
otherwise realize hereon and to exercise the rights granted the Bank hereunder
and under applicable law, there shall be no obligation on the part of the Bank
or any other holder of any of the Obligations at any time to first resort for
payment to the Borrowers or any other obligor on any of the Obligations or to
any guaranty of the Obligations or any portion thereof or to resort to any
other collateral security, property, liens or any other rights or remedies
whatsoever, and the Bank shall have the right to enforce this instrument
irrespective of whether or not other proceedings or steps are pending seeking
resort to or realization upon or from any of the foregoing.

     9. Personal Jurisdiction.  (a) Exclusive Jurisdiction.  The Bank and the
Debtor agree that all disputes among them arising out of, connected with,
related to, or incidental to this Agreement, and whether arising in contract,
tort, equity, or otherwise, shall be resolved only by the courts located in
Ontario, Canada.  The Debtor waives in all disputes any objection that the
Debtor may have to the location of the court considering the dispute.

     (b) Other Jurisdictions.  The Debtor agrees that the Bank shall have the
right to proceed against it or the Collateral in a court in any location to
enable the Bank to realize on the Collateral, or to enforce a judgment or other
court order entered in favor of the Bank.  The Debtor agrees that it will not
assert any permissive counterclaims in any proceeding brought in

                                      -12-


<PAGE>   179


accordance with this provision by the Bank to realize on the Collateral, or to
enforce a judgment or other court order in favor of the Bank.  The Debtor
waives any objection that it may have to the location of the court in which the
Bank has commenced a proceeding described in this Subsection.

     10. Miscellaneous.  (a) This Agreement cannot be changed or terminated
orally.  All of the rights, privileges, remedies and options given to the Bank
hereunder shall inure to the benefit of its successors and assigns, and all the
terms, conditions, promises, covenants, representations and warranties of and
in this Agreement shall bind the Debtor and its legal representatives,
successors and assigns, provided that the Debtor may not assign its rights or
delegate its duties hereunder without the Bank's prior written consent.  The
Debtor hereby releases the Bank from any liability for any act or omission
relating to its Collateral or this Agreement, except the Bank's gross
negligence or willful misconduct.

     (b) All communications provided for herein shall be in writing (including
as such, communications by telecopy), except as otherwise specifically provided
for hereinabove, and shall be deemed to have been given or made when served
personally or when deposited in the mail addressed to the Debtor at the Parent
Borrower's chief executive office at 555 Briarwood Circle, Ann Arbor, Michigan
48108, United States of America, or if to the Bank, at its address set forth in
the first paragraph of this Agreement, or at such other address as shall be
designated by any party hereto in a written notice given to each party pursuant
to this Section 10(b).

     (c) The term "Credit Agreement" as used herein shall mean that certain
Credit Agreement dated as of September 23, 1997 by and between the Parent
Borrower, Comshare Limited, a private limited company organized under the laws
of England and Wales, and the Bank as the same may be amended or modified from
time to time, and any Credit Agreement between the Borrowers and the Bank which
replaces the foregoing Credit Agreement.  All capitalized terms used herein
without definition shall have the same meanings herein as such terms have in
the Credit Agreement.

     (d) Notwithstanding anything herein to the contrary, the right of recovery
hereunder against the Debtor with respect to the Obligations shall be limited
to $1.00 less than the amount of the lowest claim hereunder against the Debtor
which would render this Agreement void or voidable under applicable law.

     (e) In the event that any provision hereof shall be deemed to be invalid
by reason of the operation of any law or by reason of the interpretation placed
thereon by any court, this Agreement shall be construed as not containing such
provision, but only as to such locations where such law or interpretation is
operative, and the invalidity of such provision shall not affect

                                      -13-


<PAGE>   180


the validity of any remaining provision hereof, and any and all other
provisions hereof which are otherwise lawful and valid shall remain in full
force and effect.

     (f) This Agreement shall be deemed to have been made in the Province of
Ontario and shall be governed by the laws of the Province of Ontario (without
regard to the principles of conflicts of law).  All terms which are used in
this Agreement which are defined in the Act shall have the same meanings herein
as said terms do in the Act unless this Agreement shall otherwise specifically
provide.  The headings in this instrument are for convenience of reference only
and shall not limit or otherwise affect the meaning of any provision hereof.

     (g) This Agreement may be executed in any number of counterparts, each
constituting an original, but all together one and the same instrument.  The
Debtor acknowledges that this Agreement is and shall be effective upon its
execution and delivery by the Debtor to the Bank, and it shall not be necessary
for the Bank to execute this Agreement or any other acceptance hereof or
otherwise to signify or express its acceptance hereof.  The Debtor hereby
acknowledges receipt of a copy of this Agreement.

     (h) This Agreement is in addition to and not in substitution for any
former assignment and shall not be merged in any subsequent assignment.


                                      -14-


<PAGE>   181


     IN WITNESS WHEREOF, the Debtor has caused this Agreement to be duly
executed as of this 23rd day of September, 1997.

                                        COMSHARE LIMITED
                                        Address:  180 Attwell Drive, Suite 300
                                                   Etobicoke
                                                   Ontario, Canada M9W 6H4

                                        By
                                           Name:
                                                -----------------------------
                                           Title:
                                                 ----------------------------



                                      -15-


<PAGE>   182




                                   SCHEDULE A

<TABLE>
<S>                          <C>                          <C>
    COLUMN 1                      COLUMN 2                      COLUMN 3

                                    CHIEF                    
                                  EXECUTIVE                 ADDITIONAL PLACES
 NAME OF DEBTOR                    OFFICE                      OF BUSINESS

Comshare Limited              180 Attwell Drive                   None
                                  Suite #300
                                  Etobicoke
                               Ontario M9W 6H4
                                    Canada
</TABLE>





<PAGE>   183



                                   SCHEDULE B

                                   TRADENAMES


                                      NONE





<PAGE>   184
                               September 23, 1997



Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois  60690

       Re: Credit Facilities to Comshare, Incorporated (the "Company") and
    Comshare Limited (the "Borrowing Subsidiary") under the Credit Agreement
          dated as of September 23, 1997 by and among the Company, the
                    Borrowing Subsidiary and Harris Trust and
                      Savings Bank (the "Credit Agreement")


Gentlemen:


         Pursuant to Section 7.2(a)(iv) of the above referenced Credit
Agreement, the Company hereby designates the following persons as "Authorized
Representatives" under the Credit Agreement:


TITLE/OFFICE                        NAME                        SIGNATURE

Senior Vice President,              Kathryn A. Jehle        ___________________
Chief Financial Officer
Treasurer, and Assistant
Secretary


_______________________   R. Michael Mahoney           _________________________


_______________________   David H. Mackenzie           _________________________


_______________________   Dennis G. Ganster            _________________________


         The Company certifies that the persons named above are at the date
hereof the duly elected, qualified and acting incumbents of their respective
offices of the Company set out at the left of their respective names, and the
signature at the right of said names, respectively, are the genuine signatures
of said persons.


         Pursuant to Section 7.2(a)(iv) of the above referenced Credit
Agreement, the Borrowing Subsidiary hereby designates the following persons as
"Authorized Representatives" under the Credit Agreement:

<PAGE>   185

TITLE/OFFICE                        NAME                    SIGNATURE

____________________          __________________       ______________________

____________________          __________________       ______________________

____________________          __________________       ______________________

         The Borrowing Subsidiary certifies that the persons named above are at
the date hereof the duly elected, qualified and acting incumbents of their
respective offices of the Borrowing Subsidiary set out at the left of their
respective names, and the signature at the right of said names, respectively,
are the genuine signatures of said persons.





                                      COMSHARE, INCORPORATED

                                      By
                                           Its__________________________________


                                      COMSHARE LIMITED

                                      By
                                           Its__________________________________



<PAGE>   186


                             COMSHARE INCORPORATED

                                COMSHARE LIMITED

                             REVOLVING CREDIT NOTE

                                                               Chicago, Illinois
                                                              September 23, 1997

     On the Termination Date, for value received, the undersigned, COMSHARE
INCORPORATED, a Michigan corporation (the "Company"), and COMSHARE LIMITED, a
private limited company organized under the laws of England (the "Borrowing
Subsidiary") (the Company and the Borrowing Subsidiary being hereinafter
referred to collectively as the "Borrowers" and individually as a "Borrower"),
hereby jointly and severally promise to pay to the order of HARRIS TRUST AND
SAVINGS BANK (the "Bank") at its office at 111 West Monroe Street, Chicago,
Illinois (or in the case of Eurocurrency Portions denominated in an Optional
Currency, at such office as the Bank has previously notified the Company) in
the currency of such Loan in accordance with Section 3 of the Credit Agreement
hereinafter identified and defined, the aggregate unpaid principal amount of
all Loans made by the Bank to either Borrower pursuant to the Credit Agreement,
together with interest on the principal amount of each Loan from time to time
outstanding hereunder at the rates, and payable in the manner and on the dates,
specified in the Credit Agreement.

     This Note evidences Loans made and to be made to the Borrowers by the Bank
under the Revolving Credit provided for under that certain Credit Agreement
dated as of September 23, 1997, between the Borrowers and the Bank (said Credit
Agreement, as the same may be amended, modified or restated from time to time,
being referred to herein as the "Credit Agreement").

     Each Loan made against this Note, the Borrower to which such Loan was
made, any repayment of principal hereon, the status of each such Loan from time
to time as part of the Domestic Rate Portion or a  Eurocurrency Portion, the
currency thereof and the interest rate and Interest Period applicable thereto
shall be endorsed by the holder hereof on a schedule to this Note or recorded
on the books and records of the holder hereof (provided that such entries shall
be endorsed on a schedule to this Note prior to any negotiation hereof).  Each
Borrower agrees that in any action or proceeding instituted to collect or
enforce collection of this Note, the entries endorsed on a schedule to this
Note or recorded on the books and records of the holder hereof shall be prima
facie evidence of the unpaid principal balance of this Note, the Borrower to
which such Loan was made, the status of each Loan from time to time as part of
the Domestic Rate


<PAGE>   187


Portion or a Eurocurrency Portion, the currency thereof and the interest rate
and Interest Period applicable thereto.

     This Note is issued by the Borrowers under the terms and provisions of the
Credit Agreement and is secured by, among other things, the Collateral
Documents, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof.  This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary
prepayments may be made hereon, and certain prepayments are required to be made
hereon, all in the events, on the terms and with the effects provided in the
Credit Agreement.  All capitalized terms used herein without definition shall
have the same meanings herein as such terms are defined in the Credit
Agreement.

     The Borrowers hereby jointly and severally promise to pay all costs and
expenses (including attorneys' fees) suffered or incurred by the holder hereof
in collecting this Note or enforcing any rights in any collateral therefor.
The Borrowers hereby waive presentment for payment and demand.  THIS NOTE SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE
STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                                             COMSHARE, INCORPORATED

                                             By
                                                Name:___________________________
                                                
                                                Title:__________________________
                                                

                                             COMSHARE LIMITED

                                             By
                                                Name:___________________________
                                                
                                                Title:__________________________