COMSHARE INC
SECOND AMENDMENT TO GLOBAL EMPLOYEE STOCK OPTION
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<TYPE>EX-10.08
<SEQUENCE>9
<FILENAME>k62543ex10-08.txt
<DESCRIPTION>SECOND AMENDMENT TO GLOBAL EMPLOYEE STOCK OPTION
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                                                                   EXHIBIT 10.08


                             SECOND AMENDMENT TO THE
                             COMSHARE, INCORPORATED
                     1998 GLOBAL EMPLOYEE STOCK OPTION PLAN


         Pursuant to resolutions adopted by the Board of Directors of Comshare,
Incorporated on February 16, 2001, the 1998 Global Employee Stock Option Plan
(the "Plan") is hereby amended as set forth below.

         Effective February 16, 2001, the first two sentences in Section 8
"Termination of Employment" shall be amended and restated in their entirety to
read as follows:

                  Upon the expiration of a period of ninety (90) days after the
                  termination of employment of an optionee for any reason other
                  than death or disability as defined in Section 22(e) of the
                  Code, all rights to purchase shares pursuant to an exercisable
                  option shall expire and terminate; provided, however, that the
                  Committee, in its sole discretion, may permit an option to
                  continue to vest and/or expire later than ninety (90) days
                  following an optionee's termination of employment but not
                  later than the original expiration date of the option. The
                  Committee also may determine that an option granted under the
                  Plan shall terminate at a time prior to ninety (90) days
                  following termination of employment.


         THIS SECOND AMENDMENT to the Comshare, Incorporated 1998 Global
Employee Stock Option Plan is hereby executed as of February 16, 2001.



                                     COMSHARE, INCORPORATED




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

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