AGREEMENT Computershare Investor Services LLP, as successor to Key Bank National Association, Key Corp Shareholder Services, Inc. and Harris Trust and Savings Bank's corporate trust business, agrees to serve as successor Rights Agent, effective as of...

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                                                                    EXHIBIT 4.11

                                    AGREEMENT


         Computershare Investor Services LLP, as successor to Key Bank National
Association, Key Corp Shareholder Services, Inc. and Xxxxxx Trust and Savings
Bank's corporate trust business, agrees to serve as successor Rights Agent,
effective as of June 30, 2000, in accordance with and pursuant to the attached
Rights Agreement, dated as of September 16, 1996, between Comshare, Incorporated
and Key Bank National Association (the "Agreement"), and further agrees to be
bound by the terms and conditions of the Agreement.

         The address for notices to the Rights Agent as provided in Section 25
of the Agreement shall be as follows:

                  Computershare Investor Services LLP
                  0000 Xxxxxxx Xxxxx
                  Xxxxx 000
                  Xxxxxxxxx, Xxxx  00000
                  Attn:  Xxxxxxx X. Xxxx


                                           COMPUTERSHARE INVESTOR SERVICES, INC.


                                           By:    /s/ Xxxxxxx X. Xxxx
                                           Its:   Relationship Manager



                                           XXXXXX TRUST AND SAVINGS BANK


                                           By:    /s/ Xxxxxx XxXxxx
                                           Its:   Vice President



                                           COMSHARE, INCORPORATED


                                           By:    Xxxxx Xxxxxxxxx
                                           Its:   4-18-01 Vice President