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                                                                EXHIBIT 10.20

April 29, 1997



Mr. Geoffrey R. Cluett
89 Bridle Path
Sudbury, MA  01776


Dear Geoff:

It is with pleasure I offer you the position of Comshare's Senior Vice
President, EMEA (Europe, Middle East, Africa) Field Operations, reporting
directly to me.  The position is based in London, England.  You will be an
employee of Comshare Limited.

Your responsibilities will be to direct the strategic vision of the Field
Sales, Consulting and Field Marketing organizations in EMEA.  You also will be
responsible to provide leadership and support the formulation of overall
Comshare strategy and to ensure coordination with other company organizations.
You will participate as a contributing member of the company's senior
management team.

Your starting salary will be pounds sterling 10,833 monthly.  You will also
participate in a bonus and incentive plan effective July 1, 1997, which will be
comparable to plans for other senior executives.  The plan is expected to
provide for, among other things, a share of an award pool primarily based upon
company earnings, a share option plan, minimum stock ownership, and the right
to acquire company shares through a note payable to Comshare.  You will also be
eligible to participate in other benefit plans and programs including optional
supplemental life insurance, private health and dental care, income tax advice
and preparation, a regular stock purchase program, a money purchase pension
plan, and all plans generally available to Comshare employees.  You will be
provided a car, or allowance, in accordance with the Company Car Policy;
however, a specific car that was used by the 


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previous holder of the position will be provided for the approximate 2 1/2 
year remainder of its lease.

In addition, the Board of Directors also has agreed to grant you an option to
purchase 30,000 shares of Comshare common stock under the terms of the company
stock option plan.  The grant will be initiated at the first Board of
Director's Compensation Committee meeting after the start of your employment.

Comshare wishes to support your move to allow maximum productivity and minimum
disruption.  Necessary and reasonable costs will be reimbursed or paid for
house hunting in the London area, interim travel, temporary living expenses up
to pounds sterling 2,000, final trip to your new location, shipment of
household goods including temporary storage up to 30 days, incidental expense
allowance of pounds sterling 5,000 which includes costs related to disposal of
your two automobiles and boat, two percent (2%) of your current home sale
price, if you sell it yourself or if through a Realtor, legal fees, brokerage
and closing costs, double occupancy reimbursement for up to two months for
interest, taxes and insurance costs of your old residence, costs of closing
your new home including escrow fees, legal fees, title costs and loan
origination fees, and up to 90 days' interest on a bridge loan to purchase a
primary residence.
        
As some relocation expenses reimbursed or paid on your behalf are considered
taxable income by the Inland Revenue and/or the IRS, relocation payments made
by Comshare that do not qualify as "moving" or employee business expense will
be grossed up to offset some of the added income tax burden.

Should you voluntarily leave the employ of Comshare Limited within one year
after your start, you agree to return to the company amounts reimbursed or paid
for relocation expenses and any related gross up.

As a prior condition of employment, you must sign an Employment Application
form, an agreement to adhere to the 


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Comshare Limited Terms and Conditions of Employment with a U.K. Noncompetition
Addendum, and a Comshare, Incorporated Noncompetition Agreement.  I have
enclosed copies of each of these forms.
        
Geoff, based on our discussions together, your experience and your background,
I think you will find this position challenging and rewarding.  I am looking
forward to adding your strengths to the management team and look forward to
your starting on May 1, 1997.  Please return a signed copy of this letter by
that day, at which time this offer will expire.

Sincerely,

FOR COMSHARE, INC and COMSHARE LIMITED


/s/ T. Wallace Wrathall
------------------------------
T. Wallace Wrathall


Enclosures



AGREED:


/s/ Geoffrey R. Cluett
------------------------------
Geoffrey R. Cluett

April 30, 1997
------------------------------
Date







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                                  AGREEMENT

        THIS AGREEMENT is made this 30th day of April, 1997, between GEOFFREY 
R. CLUETT ("Cluett"), a resident of the United States, and COMSHARE, 
INCORPORATED ("Comshare"), a Michigan corporation.


                                  RECITALS

        A. Cluett is being appointed as an executive officer of Comshare, 
Incorporated and as an employee of its subsidiary Comshare Limited.  (As used
in this Agreement, Comshare, Incorporated and its subsidiaries are referred to
collectively as "Comshare.")
        
        B. Contemporaneously, Cluett is entering into other employment related
agreements, including but not limited to the Terms and Conditions of Employment
and a Noncompetition Agreement with Comshare Limited (collectively the
"Employment Agreements").

        C. Because of the global nature of Comshare's business and the senior 
position to be occupied by Cluett, Comshare and Cluett need to provide for
certain business requirements of Comshare in addition to those provided for in
the Employment Agreements.
        

                                  AGREEMENT

        In consideration of the stated recitals and of the promises and mutual
covenants contained herein, it is hereby agreed between Cluett and Comshare as
follows:

        1. Noncompetition.

           (a) For a period of two years after he ceases to be employed by 
Comshare, Cluett will not perform services anywhere in the world for a
competitor of Comshare, whether such services are provided as an officer,
director, proprietor, employee, partner, investor (other than as a holder of
less than 1 percent of the equity securities of any entity whose securities are
listed or traded on any recognized public exchange), consultant, advisor,
agent, or in any other capacity.  As used in this Agreement, a competitor is
defined as any entity engaged in the licensing or distribution of decision
support software applications or tools or in the provision of services
connected with such software products and whose products or services are at
that time or are designed to be competitive with Comshare products or services.
        



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                (b) If Cluett is unsure whether a particular entity which he 
has under serious consideration would be construed by Comshare as a competitor,
he may submit a written request to the President of Comshare for a
determination.  Comshare shall respond in writing within fifteen (15) days
after receipt of the notice. If Comshare either states that the entity is not a
competitor or does not respond within the prescribed time period, then Cluett
may accept employment with that entity without breach of this section 1.  If
Cluett does not become employed by the entity in question within three (3)
months after receipt of Comshare's acceptance (or deemed acceptance), however,
then Comshare's acceptance shall be automatically revoked and may be reinstated
only if Cluett submits a new request and the above procedure is repeated.
        
                (c) Cluett agrees that the nature and the extent of the 
restrictions in this section 1 are reasonable, are designed to eliminate
competition which otherwise would be unfair to Comshare, do not stifle his
inherent skill and experience, would not operate as a bar to Cluett's sole
means of support, and are required to protect the legitimate interests of
Comshare.  If the provisions of this section are found by any court having
jurisdiction to be unreasonably broad to any extent, then the restrictions
shall nevertheless remain effective, but shall be deemed amended (solely for
the purposes of jurisdiction of such court) as may be considered to be
reasonably necessary by such court, and as so amended shall be enforced.
        
        2.  Confidentiality.  Cluett shall not, during his employment by 
Comshare or at any time thereafter, use for his own purposes or publish or
divulge to any other person, firm or corporate body whatsoever, except in the
proper course of his duties, any information relating to trade secrets or
software owned, developed or used by Comshare or any other information of a
confidential nature relating to the business, management, finances, dealings,
transactions or affairs of Comshare which may have come to his knowledge in the
course of his employment.  Cluett's obligations under this section 2 shall not
apply to any information which comes into the public domain through no fault of
his.
        
        3. Non-solicitation.  For a period of one year following the 
termination of his employment (irrespective of the reason for such termination)
Cluett will not, whether on his own behalf or on behalf of any other person,
firm, company or entity:  (i)  directly or indirectly solicit or attempt to
solicit or obtain in competition with Comshare the custom of, or orders from,
any person, firm, corporation or other entity who or which during the 18 months
preceding the termination of his employment was a customer or prospective
customer of Comshare; nor  (ii)  directly or indirectly endeavor to entice any
person who was an employee of Comshare at any time during Cluett's employment
to become employed or provide services to any other person, firm, company or
entity (whether in breach of his or her contract of employment or otherwise).
        
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        4. General.  This Agreement shall be construed in accordance with the 
laws of the State of Michigan, and Cluett hereby submits to the jurisdiction of
the state and federal courts located in the State of Michigan with respect to
any claim or action brought under this Agreement.  In the United Kingdom, this
Agreement shall have no effect and is superseded by the Employment Agreements.
If any provision of this Agreement shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof.
        


/s/ Jane Franklin                       /s/ Geoffrey R. Cluett
-----------------------                 --------------------------------        
Witness                                 Geoffrey R. Cluett


May 1, 1997
-----------------------
Date

                                        COMSHARE, INCORPORATED:


/s/ Kathryn A. Jehle                    /s/ T. Wallace Wrathall
-----------------------                 --------------------------------
Witness                                 By:  T. Wallace Wrathall
                                             President and CEO

May 1, 1997
-----------------------
Date






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                          NON COMPETITION AGREEMENT


THIS AGREEMENT dated this 1st day of May, 1997.

BETWEEN

        COMSHARE LIMITED whose registered office is 22 Chelsea Manor Street, 
London SW3 5RL ("the Company"),

and

        GEOFFREY R. CLUETT, of 89 Bridle Path, Sudbury, MA  01776, U.S.A. ("the
Executive").


                                  RECITALS

        A. The Executive is being appointed as an executive officer of Comshare,
Incorporated and as an employee of its subsidiary Comshare Limited.

        B. Contemporaneously, Executive is entering into other employment 
related agreements, including but not limited to the Terms and Conditions of
Employment of Comshare Limited and a Noncompetition Agreement with the
Comshare, Incorporated (collectively the "Employment Agreements").
        
        C. The business of the Company is worldwide and both parties 
acknowledge that by virtue of the Executive's employment with the Company he
will gain knowledge of and have access to all of the Company's trade secrets,
confidential information, business plans and strategies, so that the Executive
agrees to be bound by the post-termination restrictions set out below.
        

                                  AGREEMENT

        In consideration of the Executive's employment with the Company, the 
following terms shall apply:




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1.  NON-COMPETITION:

        1.1 The Executive hereby agrees that he shall not (without the consent
            in writing of the Company) for a period of twelve months
            immediately following the termination of his employment within the
            Prohibited Area and whether on his own account or in conjunction
            with or on behalf of any other person, firm, company or other
            organisation, and whether as an employee, director, principal,
            agent, consultant or in any other capacity whatsoever in
            competition with the Company be directly or indirectly employed or
            engaged in or perform services in respect of, or be concerned with:
        
        1.2 the research into, development, manufacture, supply or marketing 
            of any product which is of the same or similar type to any product
            researched, or developed, or manufactured, or supplied or sold, or
            marketed by the Company during the twelve (12) months immediately
            preceding the Termination Date;
        
        1.3 the development of provision of any services (including but not 
            limited to technical and product support, or consultancy or
            customer services) which are of the same or similar type to any
            services provided by the Company during the twelve months preceding
            the Termination Date;
        
            PROVIDED ALWAYS that the provisions of this Clause 1 shall apply
            only in respect of products or services with which the Executive
            was either personally concerned or for which he was responsible
            whilst employed by the Company during the twelve months immediately
            preceding the Termination Date.
        
2.  NON-SOLICITATION OF EMPLOYEES:

        The Executive hereby agrees that he will not for a period of twelve 
(12) months immediately following the termination of his employment either on
his own account or in conjunction with or on behalf of any other person,
company, business entity, or other organisation whatsoever directly or
indirectly induce, solicit, entice or procure, any person who is a Company
Employee to leave such employment, where that person is:
        
        2.1 a Company Employee on the Termination Date; or

        2.2 had been a Company Employee in any part of the twelve (12) months
            immediately preceding the Termination Date except where the 
            President of Comshare Incorporated gives his written approval.



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3.  ASSOCIATED COMPANIES:

        Clauses 1 and 2 in this Agreement shall apply as though references to 
the "Associated Company" were substituted for references to "Company".  The
obligations undertaken by the Executive pursuant to this Agreement shall, with
respect to each Associated Company, constitute a separate and distinct covenant
and the invalidity or unenforceability of any such covenant shall not affect
the validity or enforceability of the covenants in favor of the Company or any
other Associated Company PROVIDED ALWAYS that this Clause 3 shall only apply to
those Associated Companies to whom the Executive gave his services or with whom
he had been concerned in the twelve (12) months immediately preceding the
Termination Date.
        
4.  DEFINITIONS:

        For the purposes of this Agreement the following words and cognate 
expressions shall have the meanings set out below:

        4.1    "Customer" shall mean any person, firm, company or other 
               organisation whatsoever to whom the Company has supplied goods 
               or services.

        4.2    "Prospective Customer" shall mean any person, firm, company or 
               other organisation whatsoever to whom the Company has offered to
               supply goods or services, or to whom the Company has provided
               details of the terms on which it would or might be willing to
               supply goods or services, or with whom the Company has had any
               negotiations or discussions regarding the possible supply of
               goods or services.
        

        4.3    "Associated Company" includes any firm, company, corporation or 
               other organisation which:

        4.3.1  is directly or indirectly controlled by the Company; or

        4.3.2  directly or indirectly controls the Company; or

        4.3.3  is directly or indirectly controlled by a third party who also 
               directly or indirectly controls the Company; or

        4.3.4  is the successor in title or assign of the firms, companies, 
               corporations or other organisations referred to above.

        4.4    "Company" shall mean Comshare Limited and its successors in 
               title and assigns.

        4.5    "Prohibited Area" means:




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        4.5.1  the United Kingdom;

        4.5.2  any other country in the world where, on the Termination Date, 
               the Company develops, sells, supplies, manufactures or
               researched its products or services and in respect of which the
               Executive has been responsible (whether alone or jointly with
               others), concerned or active on behalf of the Company during any
               part of  the two years immediately preceding the Termination
               Date.
        
        4.6    "Company Employee" means any person who was employed in sales, 
               marketing, product development, technical support, customer
               support and implementation by the Company or any Associated
               Company or as a director and
        
        4.6.1  with whom the Executive had personal contact or dealings in 
               performing his duties of employment; or

        4.6.2  who reported to the Executive; or

        4.6.3  who had material contact with customers or suppliers of the 
               Company in performing his or her duties of employment with the
               Company or any Associated Company (as applicable); or
        
        4.6.4  who was a member of the management team including the worldwide
               management of the Company or any Associated Company or a 
               director of the Company or any Associated Company.

5.  OTHER TERMS AND CONDITIONS.

        The Executive also agrees to adhere to the Company's Terms and 
Conditions of Employment except as varied by the specific terms of this 
Agreement.




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6.  JURISDICTION

        The Executive agrees that this Agreement shall be subject to English 
law and both parties agree to the exclusive jurisdiction of the English courts.

        SIGNED by or on behalf of the parties on the date first above written:


                                                COMSHARE LIMITED

                                                /s/ T. Wallace Wrathall
                                                --------------------------
                                                T. Wallace Wrathall

                                                April 30, 1997
                                                --------------------------
                                                Date

                                                /s/ Geoffrey R. Cluett
                                                --------------------------
                                                Geoffrey R. Cluett

                                                April 30, 1997
                                                --------------------------
                                                Date






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