SUPERIOR CONSULTANT HOLDINGS CORP, S-1/A, 1996-09-23

SUPERIOR CONSULTANT HOLDINGS CORP
S-1/A, 1996-09-23
MANAGEMENT CONSULTING SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1996

REGISTRATION STATEMENT NO. 333-10213

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SUPERIOR CONSULTANT HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 8742 38-3306717
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification No.)
incorporation or
organization)
</TABLE>

4000 TOWN CENTER, SUITE 1100

SOUTHFIELD, MICHIGAN 48075

(810) 386-8300

(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

RICHARD D. HELPPIE, JR.
CHIEF EXECUTIVE OFFICER
SUPERIOR CONSULTANT HOLDINGS CORPORATION

4000 TOWN CENTER, SUITE 1100

SOUTHFIELD, MICHIGAN 48075

(810) 386-8300

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copies to:

<TABLE>
<S> <C>
WILLIAM N. WEAVER, JR. SCOTT N. GIERKE
SACHNOFF & WEAVER, LTD. MCDERMOTT, WILL & EMERY
30 S. WACKER DRIVE, 29TH FLOOR 227 W. MONROE ST.
CHICAGO, ILLINOIS 60606 CHICAGO, ILLINOIS 60606
TELEPHONE NO. (312) 207-6401 TELEPHONE NO. (312) 372-2000
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / _____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED SEPTEMBER 20, 1996

PROSPECTUS

2,150,000 SHARES

SUPERIOR CONSULTANT
HOLDINGS CORPORATION

SUPERIOR LOGO COMMON STOCK

All of the 2,150,000 shares of Common Stock offered hereby are being sold
by Superior Consultant Holdings Corporation (the "Company"). Prior to this
offering, there has been no public market for the Common Stock of the Company.
It is currently estimated that the initial public offering price will be between
$13.00 and $15.00 per share. See "Underwriting" for information relating to the
determination of the initial public offering price. The Common Stock has been
approved for listing on The Nasdaq National Market under the symbol "SUPC."

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
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<S> <C> <C> <C>
Per Share............................. $ $ $
Total(3).............................. $ $ $
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</TABLE>

(1) The Company and, in the event the over-allotment option is exercised,
certain stockholders of the Company (the "Selling Stockholders"), have
agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."

(2) Before deducting expenses of the offering payable by the Company estimated
at $600,000.

(3) The Company and the Selling Stockholders have granted to the Underwriters a
30-day option to purchase up to an additional 322,500 shares of Common Stock
solely to cover over-allotments, if any. If all such shares are purchased,
the total Price to Public, Underwriting Discount, and Proceeds to Company
will be $ , $ and $ , respectively, and the proceeds to
the Selling Stockholders will be $ . The Company will not receive any
of the proceeds from the sale of shares of Common Stock by the Selling
Stockholders pursuant to the Underwriters' over-allotment option, if
exercised. See "Underwriting" and "Principal and Selling Stockholders."

The shares of Common Stock are offered by the several Underwriters when, as
and if delivered to and accepted by them and subject to their right to reject
orders in whole or in part. It is expected that delivery of the certificates for
the shares of Common Stock will be made on or about , 1996.

WILLIAM BLAIR & COMPANY
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
JEFFERIES & COMPANY, INC.
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE> 3

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), a Registration Statement on Form S-1 under the Securities Act of
1933 with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto, certain parts of which have been omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is made to the
Registration Statement and to the exhibits and schedules filed as part of the
Registration Statement. Statements contained in this Prospectus concerning the
contents of any contract or any other document referred to are not necessarily
complete; reference is made in each instance to the copy of such contract or
document filed as an exhibit to the Registration Statement. Each such statement
is qualified in all respects by such reference to such exhibit. Copies of the
Registration Statement and the exhibits and schedules thereto may be inspected
without charge at the public reference facilities maintained by the Securities
and Exchange Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the Commission located at Seven World
Trade Center, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and copies of all or any part
thereto may be obtained from such office upon payment of prescribed fees. The
Registration Statement, including the exhibits and schedules thereto, is also
available on the Commission's Web site at http://www.sec.gov.

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

This Prospectus contains certain forward-looking statements that involve
substantial risks and uncertainties. When used in this Prospectus, the words
"anticipate," "believe," "estimate," "intend" and "expect" and similar
expressions are intended to identify such forward-looking statements. The
Company's actual results, performance or achievements could differ materially
from the results expressed in or implied by these forward-looking statements.
Factors that could cause or contribute to such differences include those
discussed in "Risk Factors."

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The Company intends to furnish its stockholders with annual reports
containing audited financial statements examined by its independent auditors and
quarterly reports containing interim unaudited financial information for the
first three quarters of each year.

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the consolidated financial statements and related notes thereto
appearing elsewhere in this Prospectus. Unless indicated otherwise, all
information contained in this Prospectus: (i) assumes that the Underwriters'
over-allotment option is not exercised; and (ii) gives retroactive effect to two
separate merger transactions to be effected prior to the closing of this
offering, pursuant to which, among other things, Superior Consultant Company,
Inc. ("Superior") and UNITIVE Corporation ("Unitive") will become wholly-owned
operating subsidiaries of the Company (collectively, the "Corporate
Reorganization"). Unless the context otherwise indicates, all references to the
"Company" include Superior and Unitive.

THE COMPANY

The Company is a leading healthcare consulting firm that provides a wide
range of information technology ("IT") consulting and strategic and operations
management consulting services to a broad cross-section of healthcare industry
participants and healthcare information system vendors. The Company uses its
in-depth institutional knowledge and nationally deployed group of experienced
consultants to help clients plan and execute business strategies. The Company's
comprehensive continuum of solutions range from strategic planning and
operations management consulting, to information systems planning,
implementation and integration, to interim management and outsourcing.

The Company's services integrate many diverse facets and constituencies of
the healthcare industry. Through its strategic consulting, the Company brings
together the healthcare and business relationships required to establish and
maintain efficient and collaborative Integrated Delivery Networks ("IDNs").
Through its operations management consulting, the Company links the needs and
optimizes the contributions of clinical, information and management personnel.
Through its IT implementation and integration consulting, the Company forges a
value-added link between healthcare information systems vendors and their
customers by maximizing the potential of existing technology and providing a
bridge to emerging technologies. The Company's broad expertise in numerous
healthcare information systems and technologies and its independent status
enable the Company to recommend and implement customized solutions that are
unbiased to specific organizations, hardware or software vendors.

The Company believes several competitive factors distinguish it from other
participants in the healthcare consulting market, including: (i) an extensive
healthcare focus giving the Company an in-depth knowledge of the healthcare
industry and a detailed understanding of each client's particular business
environment and market dynamics; (ii) proprietary information and communication
systems which are used by the Company's consultants on a daily basis to access
product and industry knowledge, facilitate seamless geographic communication and
effectively manage and complete engagements; (iii) recognized expertise
resulting from the Company's experienced healthcare consultants, who have an
average of over 16 years of healthcare and IT experience, and a structured
framework for continuous skills enhancement; (iv) an ability to recruit and
retain highly experienced personnel; (v) an extensive knowledge of the products
and technologies of major healthcare information system vendors; and (vi)
long-term client relationships that often create opportunities for additional
engagements.

The Company has served over 600 clients across a broad cross-section of the
healthcare industry. From January 1, 1995 through June 30, 1996, the Company
worked for over 280 healthcare clients on over 850 engagements. The Company
believes that its long-term relationships, in-depth knowledge of its client's
needs and its broad range of services provide it with significant advantages
over its competitors in marketing additional services and winning new
engagements. In each of the last three completed fiscal years, the Company's
revenues from clients served in the prior year were at least 70% of total
revenues. The Company's goal is to be the preferred, if not sole, provider of a
broad range of solutions for each of its healthcare clients.

The healthcare industry continues to undergo rapid, profound change as
healthcare providers face external and internal pressures to meet the
competitive demands of the marketplace, comply with increasing government
regulations and cope with the advent of managed care. As industry consolidation
and the

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<PAGE> 5

formation of IDNs create larger and increasingly far-reaching healthcare
organizations, providers must place greater focus on information management and
business process solutions to control costs, demonstrate quality, measure
performance and increase efficiency. Those pressures have driven the healthcare
industry's substantial spending on IT, which was estimated by industry sources
to have been approximately $8.5 billion in 1994. Healthcare IT has grown
increasingly complex, costly and burdensome due to the challenges of deploying
new technology, implementing new enterprise wide information systems,
maintaining older systems and meeting staffing requirements in a market with an
insufficient pool of qualified IT professionals. In addition, the changing
business environment has also produced an evolving range of strategic and
operational options for healthcare entities, many of which are unfamiliar to an
industry that has historically operated under a non-aligned, third-party payor
environment. As a result, the Company believes that healthcare organizations
will continue to turn to outside consultants for a wide range of IT, strategic
and operational solutions. For example, according to industry sources
expenditures by healthcare industry participants on IT professional services
have grown at a compound annual rate of approximately 16.5% from an estimated
$2.5 billion in 1994 to an estimated $3.3 billion in 1996.

The Company's growth strategy is focused on: (i) continuing to leverage its
existing client base; (ii) expanding its client base and intensifying its
geographic presence; (iii) enhancing and adding new service areas including
outsourcing; and (iv) pursuing strategic acquisitions and alliances. By
successfully achieving these goals, the Company believes it can further enhance
its leadership position in the healthcare consulting industry. Another facet of
the Company's growth strategy focuses on Unitive, a subsidiary that assists
clients in various industries in developing, designing, implementing and
maintaining groupware and intranet and internet information systems and
solutions, principally using Lotus Notes. The Company intends to capitalize on
opportunities to cross-market Unitive's groupware development and management
services to its healthcare clients while continuing to expand Unitive's business
across a broad range of industries.

THE OFFERING

Shares Offered by the Company........... 2,150,000

Shares Outstanding Immediately After the
Offering................................ 6,986,112 (1)

Use of Proceeds......................... Repayment of short-term bank
indebtedness and general corporate
purposes, including working capital
and possible acquisitions of
related businesses. See "Use of
Proceeds."

Nasdaq National Market Symbol........... SUPC

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(1) Excludes (i) 270,000 shares of Common Stock reserved for issuance pursuant
to stock options to be granted under the Company's Long-Term Incentive Plan
as of the consummation of this offering at an exercise price per share
equal to the initial public offering price; and (ii) 630,000 additional
shares of Common Stock reserved for future issuance under the Company's
Long-Term Incentive Plan. Assumes the issuance of 58,127 shares of Common
Stock upon the exercise of currently outstanding options in connection with
the Corporate Reorganization. See "Management -- Employee Benefit Plans --
Long-Term Incentive Plan" and Note 11 of Notes to Consolidated Financial
Statements.

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<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND SELECTED OPERATING DATA)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
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PRO PRO
FORMA FORMA
1991 1992 1993 1994 1995 1995(1) 1995 1996 1996(1)
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.............................. $13,289 $14,316 $15,559 $19,234 $25,906 $25,906 $11,921 $16,547 $16,547
Cost of services...................... 6,468 6,822 6,802 8,505 12,008 12,008 5,552 8,197 8,197
Selling, general and administrative
expenses............................ 4,914 5,712 6,200 8,223 10,045 10,045 4,672 6,250 6,250
Executive compensation expense(2)..... 1,760 3,480 1,931 2,445 3,730 1,060 1,766 2,600 530
------- ------- ------- ------- ------- ------- ------- ------- ------
Earnings (loss) from operations....... 147 (1,698) 626 61 123 2,793 (69) (500) 1,570
Interest and other expense (income)... (23) (34) 22 (28) (58) (58) (21) (6) (6)
------- ------- ------- ------- ------- ------- ------- ------- ------
Earnings (loss) before income taxes... 170 (1,664) 604 89 181 2,851 (48) (494) 1,576
Income taxes.......................... -- -- -- -- 165 1,215 100 13 625
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Net earnings (loss)................... $ 170 $(1,664) $ 604 $ 89 $ 16 $1,636 $ (148) $ (507) $ 951
======= ======= ======= ======= ======= ======= ======= ======= ======
Pro forma net earnings per share...... $ 0.36 $ 0.20
======= ======
Shares used in computing pro forma net
earnings per share.................. 4,607 4,822
SELECTED OPERATING DATA:
Number of consultants, at period
end................................. 101 102 114 143 194 169 234
Number of clients billed.............. 118 105 131 186 243 140 242
Number of new projects................ 209 280 365 429 540 257 380
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1996
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ACTUAL AS ADJUSTED(3)
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<S> <C> <C>
BALANCE SHEET DATA:
Working capital.................................................................................... $ 804 $ 28,395
Total assets....................................................................................... 9,131 34,420
Total debt......................................................................................... 753 73
Total stockholders' equity......................................................................... 1,355 28,696
</TABLE>

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(1) The pro forma statement of operations information has been computed for each
pro forma period by adjusting the Company's net earnings, as reported for
such period, to (i) eliminate executive compensation expense for such period
in excess of the amount of executive compensation (including the full amount
of potential bonus) that would have been paid had the executive compensation
agreements, which will become effective as of the closing date of this
offering, been effective throughout such period; and (ii) record income
taxes, assuming an effective tax rate of 42.6% for the year ended December
31, 1995 and 39.6% for the six months ended June 30, 1996, which would have
been recorded had Superior been a C Corporation during such periods. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Management -- Executive Compensation" and "S Corporation
Termination."

(2) Executive compensation expense includes salary and bonuses for Richard D.
Helppie, Jr., Charles O. Bracken and Robert R. Tashiro. The Company has
entered into agreements with these three officers which will be effective
upon the closing of this offering through December 31, 1997 and which will
provide them with annual base compensation in the aggregate amount of
$835,000 and annual bonus compensation of up to $75,000 per person, based on
achievement of certain pre-determined performance criteria. These
limitations will not apply to amounts paid to these three officers on or
prior to the closing of this Offering. See "Management -- Executive
Compensation."

(3) As adjusted to give effect to (i) the sale of 2,150,000 shares of Common
Stock by the Company at an assumed initial public offering price of $14.00
per share and the application of the estimated net proceeds therefrom; (ii)
the recognition of an estimated $250,000 of deferred income taxes upon the
termination of Superior's S Corporation election; and (iii) receipt of the
proceeds from the issuance of 58,127 shares of Common Stock immediately
prior to this offering upon the exercise of currently outstanding options at
a weighted average exercise price of $3.40 per share. See "S Corporation
Termination," "Use of Proceeds" and Note 7 to Notes to Consolidated
Financial Statements.

* * *

The Company was incorporated in Delaware on August 14, 1996. Superior and
Unitive were founded in 1984 and 1993, respectively. The principal office of the
Company is located at 4000 Town Center, Suite 1100, Southfield, Michigan 48075;
its telephone number is (810) 386-8300.

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RISK FACTORS

In addition to the other information set forth in this Prospectus,
investors should consider carefully the following factors in connection with an
investment in the shares of Common Stock offered hereby.

NEED TO ATTRACT, RETAIN AND MANAGE PROFESSIONAL STAFF

The Company's business involves the delivery of professional services and
is labor-intensive. The Company's success depends in large part upon its ability
to attract, develop, motivate and retain highly skilled consultants. There is
significant competition for employees with the skills required to perform the
services offered by the Company from other consulting firms, healthcare
providers and other healthcare industry participants, health information systems
vendors, clients, systems integrators and many other enterprises. There can be
no assurance that the Company will be able to attract and retain a sufficient
number of highly skilled employees in the future or that it will continue to be
successful in training, retaining and motivating employees. The loss of a
significant number of consultants and/or the Company's inability to hire a
sufficient number of qualified consultants could have a material adverse effect
on the Company's business, operating results and financial condition including
its ability to secure, service and complete client engagements.

CLIENT CONCENTRATION

The Company derives a significant portion of its revenue from a relatively
limited number of clients. For example, during 1995 and the six months ended
June 30, 1996 the Company's five largest clients accounted for approximately
37.6% and 34.2%, respectively, of the Company's revenues. Four of the top five
clients in 1995 were also among the Company's five largest clients during the
six months ended June 30, 1996. Other than Detroit Medical Center, which
accounted for 13.3% and 10.4% of the Company's revenues in 1995 and the six
months ended June 30, 1996, respectively, no other client accounted for 10% or
more of the Company's revenues during these periods. Clients engage the Company
on an assignment-by-assignment basis, and a client can generally terminate an
assignment at any time without penalty. In addition, the level of the Company's
consulting services required by any individual client can diminish over the life
of its relationship with the Company, and there can be no assurance that the
Company will be successful in establishing relationships with new clients as
this occurs. Moreover, there can be no assurance that the Company's existing
clients will continue to engage the Company for additional projects or do so at
the same revenue levels. The loss of any significant client could have a
material adverse effect on the Company's business, financial condition and
results of operations.

VENDOR SYSTEMS CONCENTRATION

There are numerous healthcare information systems solutions available to
the healthcare industry. Vendors of these products come into and out of favor
depending on a variety of factors. Although the Company's consultants have
expertise with the information systems developed by numerous healthcare
information system vendors, historically the Company has experienced periodic
revenue concentration from client projects involving the products of an evolving
group of vendors. At present, the Company believes that its current
concentration of revenue derived from the planning, management, process design
and implementation involving the products of two current leading healthcare
information systems vendors, Shared Medical Systems Corporation (SMS) and HBO &
Company (HBOC), generally reflects the current favor of the healthcare industry
participants served by the Company to these vendors. In 1995 and the six months
ended June 30, 1996, client projects involving the products of these two
vendors, together, represented approximately 41.3% and 43.9%, of the Company's
revenues. Should either of these vendors (or any vendors with whose products the
Company has substantial involvement) lose favor in the healthcare industry, it
would require the Company to refocus its efforts on alternative information
systems products of other vendors. The loss of a major portion of the Company's
business with respect to any one of these vendors could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

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VARIABILITY OF QUARTERLY OPERATING RESULTS

Variations in the Company's revenue and operating results may occur as a
result of a number of factors, such as the number and significance of active
client engagements during a quarter, delays incurred in connection with a
project, employee hiring and consultant utilization. The timing of revenues is
difficult to forecast because the Company's sales cycle can be relatively long
and may depend on factors such as the size and scope of assignments, budgetary
cycles and pressures and general economic conditions. In addition, a substantial
percentage of the Company's expenses, particularly personnel and rent, are
relatively fixed in advance of any particular quarter. As a result, a variation
in the size or number of client assignments or the timing of the initiation or
the completion of client assignments can cause significant variations in
operating results from quarter to quarter. Seasonal factors, such as vacation
days and total business days in a quarter, and the business practices of clients
such as deferring commitments on new projects until after the end of the
calendar or the client's fiscal year, could require the Company to maintain
under-utilized employees and could therefore have a material adverse effect on
the Company's business, financial condition and results of operations. In
addition, the Company's annual employees' meetings can result in lower
consultant utilization in the quarter in which the meeting occurs. Given the
possibility of such fluctuations, the Company believes that comparisons of its
results of operations for preceding quarters are not necessarily meaningful and
that such results for one quarter should not be relied upon as an indication of
future performance. Based on the preceding factors, it is possible that the
Company may experience a shortfall in revenue or earnings from expected levels
or otherwise fail to meet expectations of securities analysts or the market in
general, which could have a material adverse effect on the market price of the
Company's Common Stock. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Quarterly Results."

HEALTHCARE INDUSTRY CONCENTRATION

All of the revenues of the Company's wholly owned healthcare consulting
subsidiary, Superior, in 1995 and in the six months ended June 30, 1996, were
derived from clients involved in the healthcare industry. These revenues
represented 93.4% and 93.3%, respectively, of the total revenues generated by
the Company on a consolidated basis for the same periods. As a result of the
Company's focus on healthcare consulting, the Company's business, financial
condition and results of operations are influenced by conditions affecting this
industry, including changing political, economic and regulatory influences that
may affect the procurement practices and operation of healthcare providers. Many
federal and state legislators have announced that they intend to propose
programs to reform the United States healthcare system at both the federal and
state level. These programs could result in lower reimbursement rates and
otherwise change the environment in which providers operate. In addition, large
private purchasers of healthcare services are placing increasing cost pressure
on providers. Healthcare providers may react to these cost pressures and other
uncertainties by curtailing or deferring investments, including investments in
the Company's services. Moreover, many healthcare providers are consolidating to
create larger healthcare delivery organizations and are forming affiliations for
purchasing products and services. These consolidations and affiliations reduce
the number of potential customers for the Company's services, and the increased
bargaining power of these organizations could lead to reductions in the amounts
paid for the Company's services. In addition, this consolidation is likely to
result in the acquisition of certain of the Company's clients, and such clients
may scale back or terminate their relationship with the Company following their
acquisition. The impact of these developments in the healthcare industry is
difficult to predict and could have a material adverse effect on the Company's
business, financial condition and results of operations.

DEPENDENCE ON SENIOR MANAGEMENT

The success of the Company is highly dependent upon the efforts, abilities
and business generation capabilities of its senior management team, including
its three most senior executive officers: Richard D. Helppie, Jr., President and
Chief Executive Officer of the Company, Charles O. Bracken, Executive Vice
President of Superior, and Robert R. Tashiro, Senior Vice President and Chief
Operating Officer of Superior. Although client relationships are managed at many
levels of the Company, the loss of the services of any of these key executives
for any reason could have a material adverse effect upon the Company's business,

7
<PAGE> 9

financial condition and results of operations, including its ability to secure
engagements. Moreover, certain client and industry relationships and areas of
expertise are dependent on the efforts, abilities and business generation
capabilities of other members of the Company's management team. The loss of the
services of any of these management team members could have a material adverse
effect on the Company's business, financial condition and results of operations.
See "Management."

PROJECT RISKS

Many of the Company's engagements involve projects which are critical to
the operations of its clients' business and which provide benefits that may be
difficult to quantify. The Company's failure to meet a client's expectations in
the performance of its services could damage the Company's reputation and
adversely affect its ability to attract new business. In addition, the Company
could incur substantial costs and expend significant resources correcting errors
in its work, and could possibly become liable for damages caused by such errors.
The Company is establishing a program to provide healthcare IT outsourcing which
includes interim management, personnel acquisition and facilities management,
and/or the transfer of a client's information system assets -- hardware/software
and human resources -- from an internal business function to an outsourced
service. To implement its outsourcing program, the Company may be required to
make substantial investments in capital assets and personnel for certain
outsourcing contracts. The Company has minimal experience to date as an
outsourcing provider, and there can be no assurance that the Company will be
able to assess accurately the investment required and negotiate and perform in a
profitable manner any of its outsourcing contracts it may be awarded. A small
percentage of the Company's projects are billed on a fixed-fee basis, which is
distinguishable from the Company's general method of billing on a time and
materials basis. The Company could in the future increase the number and size of
projects billed on a fixed-fee basis, particularly if the Company is successful
in its strategy to provide healthcare IT outsourcing services. The Company's
failure to estimate accurately the resources and related expenses required for a
fixed-fee project or its failure to complete its contractual obligations in a
manner consistent with the project plan upon which its fixed-fee contract was
based could have a material adverse effect on the Company's business, financial
condition and results of operations.

COMPETITION

The market for the Company's services is highly fragmented and highly
competitive and is subject to rapid change. The Company believes that it
currently competes principally with systems integration firms, national
consulting firms, including the consulting divisions of the "Big Six" accounting
firms, information system vendors, service groups of computer equipment
companies, facilities management companies, general management consulting firms
and regional and specialty consulting firms. Many of the Company's competitors
have significantly greater financial, technical and marketing resources than the
Company, generate greater revenues and have greater name recognition than the
Company. Moreover, those competitors that sell or license their own software may
in the future attempt to limit or eliminate the use of third party consultants,
such as the Company, to implement and/or customize such software. In addition,
vendors whose systems may enjoy wide market acceptance and large market share
could enter into exclusive or restrictive agreements with other consulting firms
which could eliminate or substantially reduce the Company's implementation work
for those systems. There are relatively low barriers to entry into the Company's
markets, and the Company has faced and expects to continue to face additional
competition from new entrants into the healthcare consulting industry. In
addition, combinations and consolidations in the consulting industry will give
rise to larger competitors, whose relative strengths are impossible to predict.
The Company also competes with its clients' internal resources, particularly
where these resources represent a fixed cost to the client. This internal client
competition may heighten as consolidation of healthcare providers creates
organizations large enough to support more sophisticated internal information
management capabilities. There can be no assurance that the Company will be able
to compete effectively with current and future competitors or that competitive
pressures faced by the Company will not cause the Company's revenue or operating
margins to decline or otherwise materially adversely affect its business,
financial condition and results of operations.

8
<PAGE> 10

MANAGEMENT OF GROWTH

The Company's operational and geographic growth has placed significant
demands on the Company's management, administrative, operational and financial
resources, and the Company's ability to manage its growth will require the
Company to continue to implement and improve its operational, financial and
management information systems and to continue to expand, motivate and
effectively manage an evolving and expanding workforce. In addition, the
Company's success will depend in large part on its ability to maintain high
levels of consultant utilization, maintain billing rates, maintain quality and
accurately set and meet schedules. The Company's rent will increase by
approximately $10,000 per month and the Company will incur certain one-time
costs and capital expenditures aggregating approximately $550,000 associated
with the Company's move in the third quarter of 1996 to larger headquarters to
accommodate its growth. If the Company is unable to manage effectively any of
these variables, the quality of the Company's services, its ability to retain
key personnel and its results of operation could be materially and adversely
affected. No assurance can be given that the Company will continue to experience
growth or that the Company will be successful in managing its growth, if any.

POSSIBLE ACQUISITION RISKS

The Company intends to expand its geographic presence, industry expertise
and technical scope through strategic acquisitions and alliances with companies
that provide additional and complementary products, services or skills or have
strategic client relationships. Although the Company has considered possible
acquisitions in the past, the Company has never acquired another company other
than the transactions pursuant to the Corporate Reorganization and currently has
no commitments or agreements with respect to any such acquisition or alliance.
There can be no assurance that the Company will be able to identify suitable
acquisition candidates or that, if identified, the Company will be able to
acquire such companies on suitable terms. Moreover, other companies are
competing for acquisition candidates, which could result in an increase in the
price of acquisition targets and a decrease in the number of attractive
companies available for acquisition. Acquisitions may also involve a number of
special risks, including: (i) adverse effects on the Company's reported
operating results including increased goodwill amortization and interest
expense; (ii) diversion of management attention; (iii) risks associated with
unanticipated problems, liabilities or contingencies; (iv) difficulties related
to the integration and management of the acquired business; (v) the risk of
entering markets in which the Company has limited or no direct expertise; and
(vi) the potential loss of key employees of the acquired companies. In addition,
acquisitions may involve the expenditure of significant funds. There can be no
assurance that any acquisition will result in long-term benefits to the Company
or that management will be able to manage effectively the resulting business.
The occurrence of some or all of the events described in these risks could have
a material adverse effect on the Company's business, financial condition and
results of operations.

LIMITED PROTECTION OF PROPRIETARY SYSTEMS AND PROCEDURES

The Company's success is in part dependent upon its proprietary internal
information and communication systems, databases, tools, and the methods and
procedures that it has developed specifically to serve its clients. In addition,
Unitive has and will continue to develop proprietary groupware tools and
applications. The Company has no patents; consequently, it relies on a
combination of nondisclosure and other contractual arrangements and copyright,
trademark and trade secret laws to protect its proprietary systems, information
and procedures. There can be no assurance that the steps taken by the Company to
protect its proprietary rights will be adequate to prevent misappropriation of
such rights or that the Company will be able to detect unauthorized use and take
appropriate steps to enforce its proprietary rights. The Company believes that
its systems and procedures and other proprietary rights do not infringe upon the
proprietary rights of third parties. There can be no assurance, however, that
third parties will not assert infringement claims against the Company in the
future or that any such claims will not require the Company to enter into
materially adverse license arrangements or result in protracted and costly
litigation, regardless of the merits of such claims.

9
<PAGE> 11

CONTROL BY PRINCIPAL STOCKHOLDER

After completion of this offering, the Company's principal stockholder and
Chief Executive Officer, Richard D. Helppie, Jr., will beneficially own
approximately 57.9% (55.5% if the Underwriters' over-allotment option is
exercised in full) of the Company's outstanding shares of Common Stock. As a
result, Mr. Helppie will continue to be able to control the outcome of matters
requiring a stockholder vote, including the election of directors and the
approval of significant corporate matters, thereby controlling the affairs and
management of the Company. Such control could adversely affect the market price
of the Common Stock or delay or prevent a change in control of the Company.

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to this offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price of the Common Stock will
be determined by negotiations among management of the Company and the
representatives of the Underwriters, and may not be indicative of future market
prices. See "Underwriting" for factors to be considered in determining the
initial public offering price per share. Although the Company has received
approval for the Common Stock to be quoted on the Nasdaq National Market, there
can be no assurance that an active trading market will develop or be sustained
subsequent to this offering. In addition, broad market trading and valuation
fluctuations have adversely affected the valuation of healthcare focused and
technology-based service companies and may adversely affect the market price of
the Company's Common Stock. The Common Stock may be subject to wide fluctuations
in price in response to variations in quarterly operating results and other
factors, including the evolving business prospects of the Company's clients,
suppliers and competitors, changes in the financial estimates by securities
analysts, possible acquisitions, general economic or market conditions and other
factors. There can be no assurance that the market price of the Common Stock
will not decline below the initial public offering price.

DILUTION

The initial public offering price per share of Common Stock is
substantially higher than the net tangible book value per share of the Common
Stock. Purchasers of shares of Common Stock in this offering (assuming an
initial public offering price of $14.00 per share) will experience immediate and
substantial dilution of $9.89 in the pro forma net tangible book value per share
of Common Stock. See "Dilution."

SIGNIFICANT UNALLOCATED NET PROCEEDS

The principal purposes of this offering are to obtain additional capital,
create a public market for the Company's Common Stock, facilitate future access
for the Company to public equity markets and enhance the Company's ability to
use its Common Stock as consideration for potential acquisitions and as a means
of attracting and retaining key employees. A substantial majority of the net
proceeds of this offering has not been designated for any specific purpose.
Therefore, the Board of Directors of the Company will have broad discretion with
respect to the use of the net proceeds of this offering. See "Use of Proceeds."

CERTAIN ANTITAKEOVER EFFECTS

The Company's Amended and Restated Certificate of Incorporation and By-Laws
and the Delaware General Corporation Law include provisions that may be deemed
to have antitakeover effects and may delay, defer or prevent a takeover attempt
that stockholders might consider in their best interests. These include a board
of directors which is divided into three classes, each of which is elected for
staggered, three-year terms, By-Law provisions under which only the Chairman of
the Board, a majority of the Board of Directors or stockholders owning at least
50% of the Company's capital stock may call meetings of stockholders and which
require certain advance notice procedures for nominating candidates for election
to the Board of Directors. The Board of Directors of the Company is empowered to
issue up to 1,000,000 shares of preferred stock and to determine the price,
rights, preferences and privileges of such shares, without any further
stockholder action. The existence of this "blank-check" preferred stock could
render more difficult or discourage an attempt to obtain control of the Company
by means of a tender offer, merger, proxy contest or otherwise. In addition,
this

10
<PAGE> 12

"blank check" preferred stock, and an issuance thereof may have an adverse
effect on the market price of the Company's Common Stock. Furthermore, the
Company is subject to the antitakeover provisions of Section 203 of the Delaware
General Corporation Law that prohibit the Company from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person first becomes an "interested
stockholder," unless the business combination is approved in a prescribed
manner. The application of Section 203 and certain other provisions of the
Certificate of Incorporation to be effective upon the closing of this offering
could also have the effect of delaying or preventing a change of control of the
Company, which could adversely affect the market price of the Company's Common
Stock. See "Management -- Executive Officers and Directors" and "Description of
Capital Stock -- Antitakeover Effects of Provisions of the Certificate of
Incorporation, By-Laws and Delaware Law."

BENEFITS OF OFFERING TO EXISTING STOCKHOLDERS

The Company's existing stockholders will receive substantial proceeds from
this offering and certain other benefits in connection with the offering.
Approximately $3.4 million in accrued compensation will be paid to certain of
the existing stockholders out of the proceeds of the offering. In addition, the
offering will establish a public market for the Common Stock and provide
significantly increased liquidity to the existing stockholders for the shares of
Common Stock they will own after the offering. See "Use of Proceeds" and
"Principal and Selling Stockholders."

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock in the public
market following this offering could adversely affect the market price for the
Company's Common Stock. The number of shares of Common Stock available for sale
in the public market is limited by restrictions under the Securities Act and
lock-up agreements entered into by the Company, the Company's officers and
directors and all holders of Common Stock. Under those restrictions, subject to
certain specified exceptions, the Company and such persons have agreed not to
sell or otherwise dispose of any of their shares for a period of 180 days after
the date of this Prospectus without the prior written consent of William Blair &
Company, L.L.C. However, William Blair & Company, L.L.C. may, in its sole
discretion and at any time without notice, release all or any portion of the
securities subject to such lock-up agreements. As a result of these
restrictions, only the 2,150,000 shares of Common Stock offered hereby will be
eligible for sale on the date of this Prospectus; an additional 25,000 shares
will be eligible for sale 90 days after the date of the Prospectus and an
additional, 4,483,217 shares will be eligible for sale 180 days after the date
of this Prospectus, in accordance with Rules 701 and/or 144 under the Securities
Act. The Company also intends, after the effective date of this offering, to
register on a registration statement on Form S-8 approximately 900,000 shares of
Common Stock reserved for issuance under the Company's Long-Term Incentive Plan.
See "Shares Eligible for Future Sale."

11
<PAGE> 13

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,150,000 shares of
Common Stock offered hereby are estimated to be approximately $27.4 million
(approximately $29.5 million if the over-allotment option is exercised in full),
assuming an initial public offering price of $14.00 per share and after
deducting the underwriting discount and estimated offering expenses. The
principal purposes of this offering are to obtain additional capital, facilitate
future access for the Company to public equity markets and enhance the Company's
ability to use its Common Stock as consideration for potential acquisitions and
as a means of attracting and retaining key employees. The Company intends to use
a portion of the net proceeds of the offering to repay all amounts outstanding
under the Company's revolving bank lines of credit, which bear interest at an
annual rate equal to the prime rate of interest plus 0.5% (8.75% as of June 30,
1996). As of June 30, 1996, approximately $680,000 was outstanding under the
lines of credit. The Company anticipates borrowing additional amounts under the
lines of credit subsequent to June 30, 1996 to fund the payment of accrued
compensation to certain of the Company's executive officers for the period
through the date of the Corporate Reorganization. Approximately $3.4 million of
the net proceeds of this Offering will be used to pay accrued executive
compensation (or to repay outstanding borrowings incurred to pay executive
compensation) to the following three senior executive officers: Richard D.
Helppie, Jr. (approximately $2.6 million), Charles O. Bracken (approximately
$500,000) and Robert R. Tashiro (approximately $300,000). The Company expects to
add the remaining net proceeds from this offering to its general funds. Such
funds will be available for general corporate purposes, including working
capital. A portion of the proceeds may also be used to acquire or invest in
complementary businesses; however, there are no commitments or agreements with
respect to any such transactions at the present time. Pending use of the net
proceeds for the above purposes, the Company intends to invest such funds in
short-term, interest-bearing, investment-grade obligations.

S CORPORATION TERMINATION

Since January 1, 1987, Superior has been treated as a Subchapter S
Corporation for federal income tax purposes under Subchapter S of the Internal
Revenue Code of 1986, as amended (the "Code"), and for certain state income tax
purposes. As a result, substantially all of the income of Superior has been
taxed directly to its stockholders rather than to Superior. In addition, prior
to January 1, 1995 Unitive was taxed as a Subchapter S corporation and
thereafter as a Subchapter C Corporation. Following the closing of this
offering, the Company, Superior and Unitive will be subject to corporate income
taxation on a consolidated basis as Subchapter C corporations.

In connection with the termination of Superior's S Corporation status, the
Company will record deferred income taxes of approximately $250,000 in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." This income tax expense will be in addition to income tax
expense otherwise incurred in such quarter and will be incurred upon termination
of the Company's S Corporation status, estimated to occur in October 1996. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 7 to Notes to Consolidated Financial Statements.

DIVIDEND POLICY

The Company has not paid cash dividends on its Common Stock. The Company
currently anticipates that all of its earnings will be retained for development
of the Company's business and does not anticipate paying any cash dividends in
the foreseeable future. Future cash dividends, if any, will be at the discretion
of the Company's Board of Directors and will depend upon, among other things,
the Company's future operations and earnings, capital requirements and surplus,
general financial condition, contractual restrictions and such other factors as
the Board of Directors may deem relevant.

12
<PAGE> 14

CAPITALIZATION

The following table sets forth the total short term debt and capitalization
of the Company as of June 30, 1996, and as adjusted to reflect (i) the receipt
of proceeds from the issuance of 58,127 shares of Common Stock issued
immediately prior to this offering upon exercise of currently outstanding
options at a weighted average exercise price of $3.40 per share; (ii) the
recognition of an estimated $250,000 of deferred income taxes upon the
termination of Superior's S Corporation election; and (iii) the sale of
2,150,000 shares of Common Stock by the Company at an assumed initial public
offering price of $14.00 per share and the application of the estimated net
proceeds therefrom. See "Use of Proceeds." The following table should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JUNE 30, 1996
---------------------
ACTUAL AS ADJUSTED
------ -----------
(IN THOUSANDS)
<S> <C> <C>
Lines of credit (1)....................................................... $ 680 $ --
Note payable to stockholder............................................... 73 73
------ ---------
Total short term debt........................................... $ 753 $ 73
====== =========
Stockholders' equity:
Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares
issued or outstanding................................................ $ -- $ --
Common stock, $.01 par value; 30,000,000 shares authorized; 4,777,985
issued and outstanding; 6,986,112 issued and outstanding as adjusted
(2).................................................................. 48 70
Additional paid-in capital.............................................. 1,036 28,605
Retained earnings....................................................... 999 749
Stockholders' notes receivable.......................................... (728) (728)
------ ---------
Total stockholders' equity........................................... 1,355 28,696
------ ---------
Total capitalization............................................ $1,355 $28,696
====== =========
</TABLE>

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

(1) Does not include approximately $3.4 million expected to be drawn on the
Company's lines of credit subsequent to June 30, 1996, the proceeds of
which will be used primarily to fund the payment of certain accrued
executive bonus compensation. The Company intends to repay the lines of
credit balances out of the net proceeds of this offering. See "Management
-- Executive Compensation."

(2) Excludes (i) 270,000 shares of Common Stock reserved for issuance pursuant
to stock options to be granted as of the consummation of this offering at
an exercise price per share equal to the initial public offering price; and
(ii) 630,000 additional shares of Common Stock reserved for future issuance
under the Company's Long-Term Incentive Plan. See "Management -- Employee
Benefit Plans -- Long-Term Incentive Plan" and Note 12 of Notes to
Consolidated Financial Statements.

13
<PAGE> 15

DILUTION

The net tangible book value of the Company at June 30, 1996, was
approximately $1.4 million or $0.28 per share. Without taking into account any
changes in net tangible book value after June 30, 1996, other than to give
effect to pro forma adjustments for (i) the issuance of 58,127 shares of Common
Stock to be issued immediately prior to this offering upon exercise of currently
outstanding options at a weighted average exercise price of $3.40 per share;
(ii) the sale by the Company of 2,150,000 shares of its Common Stock offered
hereby at an assumed initial public offering price of $14.00 per share and the
application of the net proceeds therefrom (after deducting the underwriting
discount and estimated offering expenses); and (iii) the recognition of an
estimated $250,000 of deferred income taxes upon the termination of Superior's S
Corporation election, the pro forma net tangible adjusted book value of the
Company at June 30, 1996 would have been $28.7 million, or $4.11 per share. This
amount represents an immediate increase in net tangible book value of $3.83 per
share to existing stockholders of the Company and an immediate dilution in net
tangible book value per share of $9.89 per share to purchasers of Common Stock
in this offering. The following table illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share...................... $14.00
Net tangible book value per share before the offering.............. $0.28
Increase attributable to new investors............................. 3.83
-----
Pro forma net tangible book value per share after the offering....... 4.11
------
Dilution per share to new investors(1)............................... $ 9.89
======
</TABLE>

The following table summarizes, on a pro forma basis as of June 30, 1996,
the differences between existing stockholders and new investors with respect to
the number of shares of Common Stock purchased from the Company, the total
consideration paid and the average price paid per share (assuming an initial
public offering price of $14.00 per share and before deducting the underwriting
discount and estimated offering expenses):

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- ---------------------- AVERAGE
NUMBER PERCENT AMOUNT PERCENT PRICE PER SHARE
--------- ------- ----------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)................ 4,836,112 69.2% $ 1,281,654 4.1% $ 0.27
New investors(1)........................ 2,150,000 30.8 30,100,000 95.9 14.00
--------- ----- ----------- -----
Total.............................. 6,986,112 100.0% $31,381,654 100.0%
========= ===== =========== =====
</TABLE>

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

(1) If the Underwriter's over-allotment option is exercised in full, sales by
the Selling Stockholders in this offering will reduce the number of shares
held by existing stockholders to 4,678,270, or 65.4%, and will increase the
number of shares to be purchased by the investors to 2,472,500, or 34.6%.
See "Principal and Selling Stockholders."

14
<PAGE> 16

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The selected consolidated statements of operations and balance sheet data
as of, and for, the years ended December 31, 1993, 1994 and 1995 are derived
from, and are qualified by reference to, the consolidated financial statements
of the Company audited by Grant Thornton LLP, independent certified public
accountants, appearing elsewhere in this Prospectus. The selected consolidated
statement of operations and balance sheet data as of, and for, the years ended
December 31, 1991 and 1992 are derived from unaudited financial statements of
the Company not included herein. The consolidated statement of operations and
balance sheet data as of, and for, the six month periods ended June 30, 1995 and
1996 are unaudited but have been derived from the Company's internal
consolidated financial statements, which in the opinion of management of the
Company, have been prepared on the same basis as the audited financial
statements and reflect all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position and
results of operations of the Company. The selected consolidated financial and
operating data presented below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
with the Consolidated Financial Statements and the Notes thereto and other
financial information appearing elsewhere in this Prospectus. The results of
operations for the period ended June 30, 1996 are not necessarily indicative of
results for the full fiscal year.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
---------------------------------------------------------- ----------------------------
PRO PRO
FORMA FORMA
1991 1992 1993 1994 1995 1995(1) 1995 1996 1996(1)
------- ------- ------- ------- ------- ------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues........................... $13,289 $14,316 $15,559 $19,234 $25,906 $25,906 $11,921 $16,547 $16,547
Cost of services................... 6,468 6,822 6,802 8,505 12,008 12,008 5,552 8,197 8,197
Selling, general and administrative
expenses......................... 4,914 5,712 6,200 8,223 10,045 10,045 4,672 6,250 6,250
Executive compensation
expense(2)....................... 1,760 3,480 1,931 2,445 3,730 1,060 1,766 2,600 530
------- ------- ------- ------- ------- ------- ------- ------- -------
Earnings (loss) from operations.... 147 (1,698) 626 61 123 2,793 (69) (500) 1,570
Interest and other expense
(income)......................... (23) (34) 22 (28) (58) (58) (21) (6) (6)
------- ------- ------- ------- ------- ------- ------- ------- -------
Earnings (loss) before income
taxes............................ 170 (1,664) 604 89 181 2,851 (48) (494) 1,576
Income taxes....................... -- -- -- -- 165 1,215 100 13 625
------- ------- ------- ------- ------- ------- ------- ------- -------
Net earnings (loss)................ $ 170 $(1,664) $ 604 $ 89 $ 16 $ 1,636 $ (148) $ (507) $ 951
======= ======= ======= ======= ======= ======= ======= ======= =======
Pro forma net earnings per share... $ 0.36 $ 0.20
======= =======
Shares used in computing pro forma
net earnings per share........... 4,607 4,822
SELECTED OPERATING DATA:
Number of consultants, at period
end.............................. 101 102 114 143 194 169 234
Number of clients billed........... 118 105 131 186 243 140 242
Number of new projects............. 209 280 365 429 540 257 380

<CAPTION>
DECEMBER 31, JUNE 30,
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.................... $ 1,935 $ 344 $ 918 $ 955 $ 1,457 $ 1,000 $ 804
Total assets....................... 4,572 3,293 4,061 5,072 7,405 5,848 9,131
Total debt......................... 455 355 345 5 206 5 753
Total stockholders' equity......... 2,496 832 1,496 1,585 1,861 1,662 1,355
</TABLE>

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

(1) The pro forma statement of operations information has been computed for each
pro forma period by adjusting the Company's net earnings, as reported for
such period, to (i) eliminate executive compensation expense for such period
in excess of the amount of executive compensation (including the full amount
of potential bonus) that would have been paid had the executive compensation
agreements, which will become effective as of the closing date of this
offering, been effective throughout such period; and (ii) record income
taxes, assuming an effective tax rate of 42.6% for the year ended December
31, 1995 and 39.6% for the six months ended June 30, 1996 which would have
been recorded had Superior been a C Corporation during such periods. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Management -- Executive Compensation" and "S Corporation
Termination."

15
<PAGE> 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company conducts business through its two operating subsidiaries,
Superior and Unitive. Superior is a leading healthcare consulting firm that
provides a wide range of information technology consulting and strategic and
operations management consulting services to a broad cross-section of healthcare
industry participants and healthcare information system vendors. Unitive assists
numerous clients in various industries in developing, designing, implementing
and maintaining groupware and intranet and internet information systems and
solutions, principally using Lotus Notes. During the year ended December 31,
1995, Superior and Unitive generated 93.2% and 6.8% of consolidated revenues,
respectively. In connection with the Offering, the Company will enter into two
separate merger transactions pursuant to which Superior and Unitive will become
wholly-owned subsidiaries of the Company. These transactions will be accounted
for in a manner similar to a pooling of interest.

The Company derives substantially all of its revenues from fees for
professional services, the substantial majority of which are billed at
contracted hourly rates. The Company establishes standard billing guidelines
based on the type and level of service offered. Actual billing rates are
established on a project by project basis and may vary from the standard
guidelines. Billings are typically made on a bi-weekly basis to monitor client
satisfaction and manage outstanding accounts receivable balances. Revenue on
time and materials contracts is recognized as the services are provided. A small
percentage of the Company's projects are billed on a fixed-fee basis, which is
distinguishable from the Company's general method of billing on a time and
materials basis. The Company recognizes revenue on fixed-fee projects using the
percentage of completion basis. The Company could in the future increase the
number and size of projects billed on a fixed-fee basis. Increased use of
fixed-fee contracts could subject the Company to increased risks, including cost
overruns. Additionally, if the Company is successful in its strategy to provide
healthcare IT outsourcing services, there can be no assurance that the Company
will be able to achieve profit margins on outsourcing contracts it may be
awarded which are consistent with its historical levels of profitability or
which justify the Company's investments in such contracts.

The Company's historical revenue growth is attributable to various factors,
including an increase in the number of projects for existing and new clients,
and expanded geographic presence. The number of clients billed per year has
risen to 243 in 1995 from 131 in 1993. The number of clients billed during the
six months ended June 30, 1996 was 242, as compared to 140 during the six months
ended June 30, 1995. In addition, the Company seeks to increase revenues by
expanding its range of specialty services. In each of the last three completed
fiscal years, the Company's revenues from clients served in the prior year were
at least 70% of total revenues. The Company has performed projects for clients
located in over 40 states, and the Company manages its client development
efforts through several strategic services groups, each having specific
geographic responsibility and focus.

The Company's most significant expense is cost of services, which consists
primarily of consultant salaries and benefits. In recent years, consultant
compensation expense has grown faster than consultant billing rates, resulting
in an increase in the Company's cost of services as a percentage of revenues.
The Company addressed this issue by adding an additional variable portion of
compensation payable upon the achievement of measurable performance goals.

The Company's cost of services as a percentage of revenues is also impacted
by its consultant utilization. The Company manages utilization by monitoring
project requirements and timetables. The number of consultants assigned to a
project will vary according to the size, complexity, duration and demands of the
project. Project terminations, completions and scheduling delays may result in
periods when consultants are not fully utilized. An unanticipated termination of
a significant project could cause the Company to experience lower consultant
utilization, resulting in a higher than expected number of unassigned
consultants. In addition, the establishment of new practice areas and the hiring
of consultants in peak hiring periods have resulted in periods of lower
consultant utilization (and resulting downward pressure on margins) until
project volume increases in these new areas. In the future, the establishment of
new practice areas, as well as further

16
<PAGE> 18

geographic expansion, could from time to time adversely affect utilization.
Variations in consultant utilization would result in quarterly variability of
the Company's cost of services as a percentage of revenues. The Company's
consultants are generally employed on a full-time basis, and therefore the
Company will in the short run incur substantially all of its employee-related
costs even during periods of low utilization.

Selling, general and administrative expenses include the costs of
recruiting, continuing education, marketing, facilities, equipment depreciation,
administration, including compensation and benefits. Selling, general and
administrative expense as a percentage of total revenues has decreased as the
Company leverages its infrastructure expense across its growing revenue base.
The Company will incur increased rent and certain one-time costs associated with
the Company's move in the third quarter of 1996 to larger headquarters to
accommodate its growth.

Historically, executive compensation expense consisted of salaries, formula
bonuses and discretionary bonuses paid to the majority stockholder and two other
key executives. The Company's historical levels of executive compensation were
related primarily to the Company's status as a Subchapter S Corporation and
period to period increases in executive compensation expense were related
primarily to the Company's period to period earnings growth. The Company has
entered into agreements with these individuals, to be effective upon the
consummation of this offering through December 31, 1997, which provide for
initial annual base salaries in an aggregate amount of $835,000 for these three
key executives. In addition to the base salaries, a bonus structure has been
established under which bonus amounts of up to $75,000 per person will be
awarded based on the attainment of certain financial performance criteria. The
foregoing compensation arrangements for these three officers will not apply to
amounts paid on or prior to the closing of this Offering. The total compensation
to these three individuals under these agreements in 1995 would have been
approximately $1.1 million.

The pro forma statement of operations data reflects an adjustment for
executive officer compensation for the year ended December 31, 1995 and for the
six months ended June 30, 1996 to eliminate the amount by which key executive
compensation paid in such periods was in excess of the estimated compensation
that would have been paid under the newly adopted executive compensation
agreements, as if such agreements were in place throughout such periods. The
estimated amount payable under the new agreements was calculated by assuming the
payment to the executive officers of their base salaries plus 100% of their
potential bonus for the applicable period.

Since January 1, 1987, Superior has been treated as a Subchapter S
corporation for federal income tax purposes under Subchapter S of the Code and
for certain state income tax purposes. As a result, substantially all of the
income of Superior has been taxed directly to its stockholders rather than to
Superior. In addition, prior to January 1, 1995 Unitive was taxed as a
Subchapter S corporation and thereafter as a Subchapter C corporation. Following
the closing of this offering, the Company, Superior and Unitive will be subject
to corporate income taxation on a consolidated basis as Subchapter C
corporations.

The pro forma statement of operations data also reflects an adjustment to
federal income taxes for the year ended December 31, 1995 and for the six months
ended June 30, 1996, assuming Superior has been operating as a C Corporation
during such periods, and reflects an effective tax rate of 42.6% and 39.6%,
respectively, after giving effect to the executive officer compensation expense
adjustments.

17
<PAGE> 19

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, selected
statement of operations data and selected pro forma data expressed as a
percentage of revenues. The trends illustrated in the following table may not
necessarily be indicative of future results.

<TABLE>
<CAPTION>
PERCENTAGE OF REVENUES
-----------------------------------------------------------
SIX MONTHS ENDED JUNE
YEAR ENDED DECEMBER 31, 30,
-------------------------------- -----------------------
PRO PRO
FORMA FORMA
1993 1994 1995 1995 1995 1996 1996
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues................................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of services........................ 43.7 44.2 46.3 46.3 46.6 49.5 49.5
Selling, general and administrative
expenses.............................. 39.9 42.8 38.8 38.8 39.2 37.8 37.8
Executive compensation expense.......... 12.4 12.7 14.4 4.1 14.8 15.7 3.2
----- ----- ----- ----- ----- ----- -----
Earnings (loss) from operations......... 4.0 0.3 0.5 10.8 (0.6) (3.0) 9.5
Interest expense........................ 0.1 -- -- -- 0.1 0.1 0.1
Other (income) expense.................. -- (0.2) (0.2) (0.2) (0.3) (0.1) (0.1)
----- ----- ----- ----- ----- ----- -----
Earnings (loss) before income taxes..... 3.9% 0.5% 0.7% 11.0 (0.4)% (3.0)% 9.5
===== ===== ===== ===== =====
Pro forma income taxes.................. 4.7 3.8
----- -----
Pro forma net earnings.................. 6.3% 5.7%
===== =====
</TABLE>

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

Revenues. Revenues increased by $4.6 million, or 38.8%, to $16.5 million
for the six months ended June 30, 1996, as compared to $11.9 million for the six
months ended June 30, 1995. The revenue growth was due primarily to an increased
number of new projects to 380 in the six months ended June 30, 1996 from 257 in
the six months ended June 30, 1995. The number of consultants increased by
approximately 38.5%, to 234 at June 30, 1996 from 169 at June 30, 1995.

Cost of services. Cost of services increased by $2.6 million, or 47.6%, to
$8.2 million for the six months ended June 30, 1996, as compared to $5.6 million
for the six months ended June 30, 1995. The increase was due to the additional
number of consultants, as well as increases in their compensation levels. Cost
of services as a percentage of revenues increased to 49.5% for the six months
ended June 30, 1996, as compared to 46.6% for the six months ended June 30,
1995. This increase was due to an increase in compensation levels, only
partially offset by a modest increase in average billing rates. In addition, the
Company initiated two new national practice areas, which required both more
highly-compensated individuals and produced lower consultant utilization during
start-up.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $1.6 million, or 33.8% to $6.3 million for
the six months ended June 30, 1996, as compared to $4.7 million for the six
months ended June 30, 1995. This increase was due primarily to the increase in
incentive and other compensation as well as higher recruiting and training
expenses consistent with the Company's growth and enhanced marketing efforts to
achieve higher revenues. Selling, general and administrative expenses as a
percentage of revenues decreased to 37.8% for the six months ended June 30,
1996, as compared to 39.2% for the six months ended June 30, 1995. This decrease
was due to increased operating efficiencies resulting from higher revenue
levels.

Executive compensation expense. Executive compensation expense increased by
$834,000 to $2.6 million for the six months ended June 30, 1996, as compared to
$1.8 million for the six months ended June 30, 1995.

18
<PAGE> 20

1995 COMPARED TO 1994

Revenues. Revenues increased by $6.7 million, or 34.7% to $25.9 million for
the year ended December 31, 1995, as compared to $19.2 million for the year
ended December 31, 1994. The revenue growth was attributable primarily to an
increase in the number of new projects, to 540 in 1995 from 429 in 1994. The
number of consultants increased approximately 35.7%, to 194 at December 31, 1995
from 143 at December 31, 1994. During 1995, in order to provide better client
service, the Company refocused its service organization into National Practice
Areas and refocused its marketing efforts into strategic service groups having
specific geographic areas of responsibility.

Cost of services. Cost of services increased by $3.5 million, or 41.2%, to
$12.0 million for the year ended December 31, 1995, as compared to $8.5 million
for the year ended December 31, 1994. The increase was primarily due to the
additional number of consultants required to staff the larger revenue base, as
well as increases in their compensation levels. Cost of services as a percentage
of revenues increased to 46.3% for the year ended December 31, 1995, as compared
to 44.2% for the year ended December 31, 1994. This increase was due to an
increase in compensation levels, with average billing rates remaining relatively
constant. In addition, the Company's organizational shift to National Practice
Areas initially required both more highly-compensated individuals and produced a
lower consultant utilization.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $1.8 million, or 22.2%, to $10.0 million
for the year ended December 31, 1995, as compared to $8.2 million for the year
ended December 31, 1994. This increase was due primarily to the increase in
incentive and other compensation, as well as higher recruiting and training
expenses consistent with the Company's growth and refocused marketing efforts to
achieve higher revenue levels. Selling, general and administrative expenses as a
percentage of revenues decreased to 38.8% for the year ended December 31, 1995,
as compared to 42.8% for the year ended December 31, 1994. This decrease was due
to increased efficiencies resulting from higher revenue levels. Included in
selling, general and administrative expenses is bad debt expense, which
increased by $221,000 to $230,000 for the year ended December 31, 1995, as
compared to $9,000 for the year ended December 31, 1994, due primarily to the
recognition of potential collection problems with two specific minor clients, as
well as an increase in reserves for non-client specific collection risk.

Executive compensation expense. Executive compensation expense increased by
$1.3 million to $3.7 million for the year ended December 31, 1995, as compared
to $2.4 million for the year ended December 31, 1994, due to increased formula
and discretionary bonuses.

1994 COMPARED TO 1993

Revenues. Revenues increased by $3.7 million, or 23.6%, to $19.2 million
for the year ended December 31, 1994, as compared to $15.6 million for the year
ended December 31, 1993. The revenue growth was attributable primarily to an
increase in the number of new projects, to 429 in 1994 from 365 in 1993. The
number of consultants increased approximately 25.4% to 143 at December 31, 1994
from 114 at December 31, 1993.

Cost of services. Cost of services increased by $1.7 million, or 25.0%, to
$8.5 million for the year ended December 31, 1994, as compared to $6.8 million
for the year ended December 31, 1993. The increase was due to the additional
number of consultants, as well as increases in consultant compensation levels.
Cost of services as a percentage of revenues increased slightly to 44.2% for the
year ended December 31, 1994, as compared to 43.7% for the year ended December
31, 1993.

Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $2.0 million, or 32.6% to $8.2 million for
the year ended December 31, 1994, as compared to $6.2 million for the year ended
December 31, 1993. Selling, general and administrative expenses as a percentage
of revenues increased to 42.8% for the year ended December 31, 1994, as compared
to 39.9% for the year ended December 31, 1993. This increase was due primarily
to the increase in incentive and other compensation, as well as higher
recruiting and training expenses consistent with the Company's growth and
enhanced marketing efforts to achieve higher revenue levels.

19
<PAGE> 21

Executive compensation expense. Executive compensation expense increased by
$514,000 to $2.4 million for the year ended December 31, 1994, as compared to
$1.9 million for the year ended December 31, 1993.

QUARTERLY RESULTS

The following table sets forth certain unaudited quarterly operating
information for each of the last eight quarters. The historical data have been
prepared on the same basis as the audited consolidated financial statements
contained elsewhere in this Prospectus and includes all normal recurring
adjustments necessary for the fair presentation of the information for the
periods presented, when read in conjunction with the Company's Consolidated
Financial Statements and related Notes thereto. Results for any previous fiscal
quarter are not necessarily indicative of results for the full year or for any
future quarter.

<TABLE>
<CAPTION>
QUARTERS ENDED
---------------------------------------------------------------------------------------
SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30,
1994 1994 1995 1995 1995 1995 1996 1996
--------- -------- -------- -------- --------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 4,780 $4,990 $5,816 $6,105 $ 6,961 $7,024 $8,162 $8,385
Cost of services..................... 2,140 2,202 2,725 2,827 3,088 3,368 3,924 4,273
Selling, general and administrative
expenses........................... 2,099 2,269 2,282 2,390 2,768 2,605 3,078 3,172
Executive compensation
expense............................ 535 510 875 891 976 988 1,436 1,164
------- ------- ------- ------- ------- ------- ------- -------
Earnings (loss) from operations...... 6 9 (66) (3) 129 63 (276) (224)
Interest and other expense
(income)........................... 4 (57) (5) (16) -- (37) (1) (5)
------- ------- ------- ------- ------- ------- ------- -------
Earnings (loss) before income
taxes.............................. $ 2 $ 66 $ (61) $ 13 $ 129 $ 100 $ (275) $ (219)
======= ======= ======= ======= ======= ======= ======= =======
Pro forma earnings before income
taxes(1)........................... $ 549 $ 640 $ 840 $ 822 $ 896 $ 680
Pro forma net earnings(1)............ 330 308 505 493 540 411
Pro forma net earnings per
share(1)........................... 0.08 0.07 0.11 0.10 0.11 0.09
Shares used in calculating pro forma
net earnings per share............. 4,102 4,678 4,822 4,822 4,822 4,822
</TABLE>

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

(1) The pro forma statement of operations data reflects an adjustment for
executive officer compensation for the year ended December 31, 1995 and for
the six months ended June 30, 1996 to eliminate the excess of key executive
compensation paid in such periods over the estimated compensation that would
have been paid under the recently executed executive compensation agreements
(to be effective upon the closing of this offering), as if these agreements
were in place throughout such periods. See "-- Overview". The estimated
amount payable under the new agreements was calculated by assuming the
payment to the executive officers of their annual base salaries plus 100% of
their potential bonus. The pro forma statement of operations data also
reflects an adjustment to federal income taxes for the year ended December
31, 1995 and for the six months ended June 30, 1996, after giving effect to
executive officer compensation expense adjustments.

Revenues and operating results fluctuate from quarter to quarter due to
several factors, such as the number and significance of client engagements
commenced and completed during a quarter, delays incurred in connection with a
project, consultant hiring, and utilization. The timing of revenues varies from
quarter to quarter because the Company's sales cycle can be relatively long and
may depend on factors such as the size and scope of assignments, the general
ability of clients to terminate engagements without penalty, and general
economic conditions. In addition, the timing of the establishment of new
practice areas, geographic expansion and the hiring of key individuals can also
have an effect on consultant utilization. Seasonal factors such as vacation
days, total business days in a quarter or the business practices of clients,
such as deferred commitments on new projects until after the end of the calendar
or the client's fiscal year, can cause the Company to experience lower
consultant utilization. Because a significant percentage of the Company's
expenses are relatively fixed, a variation in the number or size of client
assignments or the timing of the initiation or the completion of client
assignments can cause significant variations in operating results from quarter
to quarter. In addition, the Company's annual employees' meeting can result in
lower consultant utilization in the quarter in which the meeting occurs.

20
<PAGE> 22

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital needs have been to fund the growth in working
capital required to support its growth in revenues. The Company's primary source
of liquidity has been cash flow from operations. The Company believes that funds
generated from operations, together with the net proceeds from this offering and
available credit under its bank credit facilities, will be sufficient to finance
its working capital and capital expenditure requirements for at least the next
twelve months.

At June 30, 1996, the Company had cash and cash equivalents of $115,000 and
working capital of $804,000. Working capital at June 30, 1996 represents a
decrease of $653,000 from December 31, 1995 resulting from an increase in
bonuses payable, offset by an increase in net accounts receivable. A portion of
the bonuses payable represents S Corporation taxable income earned through June
30, 1996 by Superior. Working capital at December 31, 1995 was $1.5 million, an
increase of $502,000 from December 31, 1994. This increase was primarily due to
the growth in accounts receivable, partially offset by a growth in operating
liabilities.

The Company has two collateralized line of credit facilities at Comerica
Bank N.A. totaling $3.0 million. The credit facilities bear interest at 0.5%
over prime. As of June 30, 1996, the Company had $680,000 outstanding on these
lines, with an interest rate of 8.75% at June 30, 1996. The Company anticipates
borrowing on the lines of credit to fund the bonuses payable representing S
Corporation taxable income earned through the termination of the S Corporation
election, and will repay such borrowings through proceeds from the offering.

Net cash used in operating activities for the six months ended June 30,
1996 was $409,000, compared with cash provided by operations of $108,000 for the
six months ended June 30, 1995. The increase in cash used is primarily due to
the decrease in deferred revenue. Increased accounts receivable from increased
revenue volume was substantially offset by increases in operating liabilities,
each of which was attributable to higher business levels.

Net cash provided by operating activities for the years ended December 31,
1995 and 1994 was relatively constant at $811,000 and $823,000, respectively.
While accounts receivable grew from increased revenue volume in each year, such
increases were partially offset by non-cash operating expenses, in addition to
increases in operating liabilities.

Net cash used in investing activities during all periods consist
principally of computer equipment acquisitions. The Company estimates that it
will incur approximately $1.0 million in capital expenditures in 1996 of which
approximately $500,000 is anticipated to be incurred in connection with the
relocation of its headquarters which occurred in September 1996. The Company
does not have any other material commitments for capital expenditures.

Net cash provided by financing activities of $548,000 for the six months
ended June 30, 1996 was principally the result of borrowings on the lines of
credit to fund equipment purchases. Net cash provided by financing activities
for the year ended December 31, 1995 of $236,000 was principally the result of a
loan from the majority stockholder for working capital purposes. Net cash used
in financing activities of $340,000 for the year ended December 31, 1994 was the
result of net repayments on the lines of credit, funded by results of
operations.

21
<PAGE> 23

BUSINESS

The Company is a leading healthcare consulting firm that provides a wide
range of information technology ("IT") consulting and strategic and operations
management consulting services to a broad cross section of healthcare industry
participants and healthcare information system vendors. The Company uses its
in-depth institutional knowledge and nationally deployed group of experienced
consultants to help clients plan and execute business strategies. The Company's
comprehensive continuum of solutions range from strategic planning and
operations management consulting, to information systems planning,
implementation and integration, to interim management and outsourcing. The
Company's wholly-owned subsidiary, Unitive, assists clients in various
industries in developing, designing, implementing and maintaining groupware and
intranet and internet information systems and solutions, principally using Lotus
Notes.

INDUSTRY BACKGROUND

General

The United States healthcare industry is undergoing rapid, profound change.
In recent years, healthcare expenditures have increased at approximately twice
the rate of inflation and are expected to exceed $1 trillion in 1996, according
to industry sources. The Company believes that the consolidation of healthcare
systems and the aging of the U.S. population should result in continued dramatic
change in the healthcare industry. Healthcare providers today face external and
internal pressures to meet the competitive demands of the marketplace, comply
with increasing government regulations and cope with the advent of managed care.
These challenges, combined with increased demands on capital resources, are
forcing healthcare providers to seek new ways to structure and manage their
organizations and deliver services. In the past, the financial risk of
healthcare delivery was absorbed principally by third-party payors, and
providers did not focus on cost containment. Now, through managed care
arrangements and provider capitation (under which providers are paid an annual
fixed fee per individual to deliver all healthcare services required by that
individual), the economic risk of healthcare delivery is shifting from payors to
providers. In order to manage this risk, providers must enhance their
understanding of treatment costs, variability of costs and cost control and must
restructure their processes and organizations to enhance efficiency and
accountability. Providers must achieve each of these objectives, while at the
same time continuing to demonstrate increasing quality and consistency in
healthcare delivery.

The shifting of risk from payor to provider has also encouraged and
accelerated consolidation among healthcare providers. In order to achieve
economies of scale, operating efficiencies, and enhanced contracting
capabilities, healthcare organizations such as hospitals, primary care and
multi-specialty physician groups, laboratories, pharmacies, home health services
and nursing homes are integrating horizontally and vertically to create
Integrated Delivery Networks (IDNs). The goal of IDNs is to deliver
comprehensive healthcare in a cost effective manner and accordingly, their
success is dependent on effectively managing and delivering information to the
caregivers. As industry consolidation and IDN formations create larger and
increasingly far-reaching healthcare organizations, and as the demand for
information services is increasingly required to cross multiple points of care,
IDNs must place greater focus on information management and business process
solutions to control costs, demonstrate quality, measure performance, and
increase efficiency.

22
<PAGE> 24

Information Technology

The increased demand for tools to collect, analyze and interpret clinical,
operational and financial information rapidly, flexibly and in a technological
framework that supports today's diverse healthcare environment is intensifying
the reliance of the healthcare industry on IT solutions. As a result, the
healthcare industry is rapidly increasing its spending for IT. Expenditures by
healthcare industry participants for hardware, software, staff, consulting and
other outside IT related services increased an estimated 15.6%, from $7.4
billion in 1993 to $8.5 billion in 1994 according to industry sources.
Healthcare IT spending is being driven not only by the heightened need for
better management information systems, but also continued price-performance
improvements in hardware and software, the ability to develop increasingly
user-friendly software applications and the emergence of better application
development tools.

According to industry sources, expenditures by healthcare industry
participants on IT professional services have grown at a compound annual rate of
approximately 16.5% from an estimated $2.5 billion in 1994 to an estimated $3.3
billion for 1996. The healthcare IT environment has grown increasingly complex,
costly and burdensome as a result of the challenges of deploying new technology,
maintaining older systems and meeting staffing requirements in a market with an
insufficient pool of qualified IT professionals. At the same time, external
economic factors have forced organizations to focus on core competencies and
trim work forces. The Company believes that healthcare participants will
continue to turn to outside consultants, external management of internal
information systems and full outsourcing as a means of coping with the financial
and technical demands of information systems management. The Company believes
this dynamic is also occurring across other industries as organizations look to
external management and outsourcing of their information systems in order to
remain focused on their core business.

Consulting

The changing business environment has also produced an evolving range of
strategic and operating options for healthcare entities, many of which are
unfamiliar to an industry that had long operated under a non-aligned, third
party payor environment. In response, healthcare participants are formulating
and implementing new strategies and tactics, including redesigning business
processes and workflows, acquiring better technology and adopting or remodeling
customer service and marketing programs. The Company believes that healthcare
participants will continue to turn to outside consultants to assist in this
process for several reasons: the pace of change is eclipsing their own internal
resources and capacity to identify, evaluate and implement the full range of
options; consultants enable them to develop better solutions in shorter time
frames; and purchasing consulting expertise can be more cost effective. By
employing outside expertise, healthcare providers can often improve their
ability to compete by more rapidly deploying new processes.

The healthcare consulting industry is highly fragmented and consists
primarily of: (i) larger systems integration firms, including the consulting
divisions of the "Big Six" accounting firms, which offer healthcare as one of
their specialty areas; (ii) healthcare information system vendors that focus on
services relating to the software solutions they offer; (iii) healthcare
consulting firms many of whom focus on selected specialty areas, such as
strategic planning or vendor-specific implementation; and (iv) other large
general management consulting firms that do not specialize in healthcare
consulting and/or offer systems implementation. Increasingly, the competitive
advantage in healthcare consulting will be gained by those consulting firms
which (i) are able to marshal the necessary expertise and resources to offer
comprehensive skill sets to clients; (ii) have the strength and consistency of
advice along the entire service continuum (from strategy to selection to
implementation); and (iii) offer the flexibility to meet the challenges of the
rapidly changing healthcare and IT industries.

23
<PAGE> 25

THE SUPERIOR SOLUTION

The Company uses its in-depth institutional knowledge of healthcare
delivery systems and nationally deployed group of experienced consultants to
help clients plan and execute business strategies. The Company offers its
clients a continuum of solutions, ranging from strategic planning and operations
management consulting, to information system planning, implementation and
integration, to interim management and outsourcing. The Company adheres to a
central philosophy of structuring a project team for each client and engagement
that understands the complexities of the healthcare environment for that
particular client and can concurrently address the management and technical
ramifications of change and improvement. In structuring an engagement the
Company does not impose any preordained program on its clients. Rather,
utilizing the professional judgment derived from their years of experience, the
Company's consultants work in concert with each client to develop
custom-tailored solutions. As each client relationship evolves, the Company's
professionals add their experiences to the Company's proprietary databases to
accumulate a detailed and intimate understanding of each client and its specific
needs. The Company's nationally deployed professionals are aided by instant
access, via its proprietary information and communication system (the virtual
electronic hallway), to its knowledge and client resource databases and to
collaboration with colleagues. This unified-team approach helps to ensure high
quality, consistent and geographically seamless client service.

The Company's services integrate many diverse facets and constituencies of
the healthcare industry. Through its strategic consulting, the Company brings
together the healthcare and business relationships required to establish and
maintain efficient and collaborative healthcare delivery networks. Through its
operations management consulting, the Company links the needs and optimizes the
contributions of clinical, information and management personnel. Through its
value-added information systems implementation and integration consulting, the
Company forges a link between healthcare information systems vendors and their
customers by helping each group maximize the potential of existing technology.
The Company also provides a bridge between existing and emerging technologies by
supplying vendors with needed knowledge to develop innovations focused on the
changing needs of the marketplace and by assisting healthcare industry
participants to assess the relative merits and risks of selecting and
implementing new technologies. The Company also helps its clients take advantage
of the opportunities presented by budding technologies such as the internet and
intranet, local and wide area communication networks, telemedicine and document
imaging solutions.

To ensure that its clients receive the optimal strategic, operational
and/or IT solution for their business needs, the Company implements solutions
that are unbiased to specific organizations, hardware or software vendors. The
Company offers an objective assessment of the advantages and disadvantages of
each particular strategic, operational and/or IT solution, including packaged
software applications, platforms and operating systems. Through its unbiased
solutions, the Company can take a flexible approach to its clients' business
problems and provide them with the best solution.

24
<PAGE> 26

BUSINESS STRENGTHS

The Company believes that the following factors have been of principal
importance in its ability to distinguish itself from its competitors and to
achieve its present position as a leading provider of consulting services to the
healthcare industry.

Extensive Healthcare Focus. The Company believes its focus on management
and IT consulting for the healthcare industry allows it to offer a comprehensive
set of services and solutions anchored by in-depth knowledge of the healthcare
industry and a detailed understanding of each client's particular business
environment and market dynamics. This enables the Company, in contrast to many
of its competitors, to be a single source provider of a full array of healthcare
consulting services while maintaining the advanced skill sets offered by its 13
specialty practice groups. In response to the rapidly changing nature of the
healthcare and IT industry, the Company regularly evaluates emerging trends and
innovations in these industries in an effort to enhance and expand its services
and practice groups.

Proprietary Information and Communication System ("The Electronic
Hallway"). The Company has made substantial investments in proprietary
information and communications systems which the Company's consultants use on a
daily basis to successfully and efficiently complete engagements. These
proprietary systems, which were developed and are maintained by Unitive, provide
the Company's nationally deployed consultants with real-time access to product
and industry information, client resource databases, and each consultant's
skills inventory and near term schedules. The Company's communications and
information systems create a virtual "electronic hallway" in which consultants
can collaborate by means of daily, individual and group communication across the
breadth of the Company's national network of expertise. The Company's system
also includes access to a proprietary IT diagnostic and planning system, as well
as to consultant time-management, billing, financial tracking and client
resource databases.

Recognized Expertise. The Company believes that its healthcare
specialization, strong industry presence, history of successful engagements and
the expertise of its healthcare consultants, who average over 16 years of
healthcare and IT experience, distinguish the Company from its competitors. The
Company's staff consists of experienced consultants specializing in one or more
areas of healthcare and/or information technology. The Company's recruiting
policy focuses exclusively on attracting and retaining highly experienced
professionals, many of whom come from senior levels of management within the
healthcare industry. Many of the Company's consultants are recognized experts in
their fields and publish and lecture frequently, keeping the Company's name at
the forefront of emerging issues in healthcare consulting.

Superior Culture, Recruiting and Training. The Company believes its unique
culture is central to its ability to successfully recruit and retain new
personnel to the Company team. The Company has built a unique corporate culture
based upon geographically seamless communication (fostered by its electronic
hallway) and a motivational and interactive work environment that features
extensive professional development opportunities and productivity incentives.

Expertise With Major Healthcare Information Systems. The Company has
substantial expertise with the information systems developed by numerous
healthcare information system vendors, including the products developed by such
leaders in the field as SMS, HBOC and Cerner Corporation. The Company's
experience with these products has enabled it to attain significant revenues
from a variety of projects such as planning, selection, management, process
design and implementation of these products. The Company's widespread knowledge
of multiple healthcare information systems allows it to select and implement the
best available solution for each client and adapt its service offerings as
healthcare information technology evolves.

25
<PAGE> 27

GROWTH STRATEGY

As a leader in healthcare consulting, the Company's goal is to be the
preferred or single source provider of a wide range of healthcare consulting and
information management services, including outsourcing. The Company's strategy
to achieve this goal includes the following elements:

Leverage Existing Client Base. The Company has served over 600 clients
across a broad cross-section of the healthcare industry. From January 1, 1995
through June 30, 1996, the Company worked for over 280 healthcare clients on
over 850 engagements. The Company believes that its long-term relationships and
in-depth knowledge of its client's needs provide it with significant advantages
over its competitors in marketing additional services and winning new
engagements. In each of the last three completed fiscal years, the Company's
revenues from clients served in the prior year were at least 70% of total
revenues. The Company believes its long term client relationships and ability to
address clients' needs with a multidisciplinary, unified team approach provides
the opportunity to continue as the preferred provider of a broad range of
solutions for existing clients.

Expand Client Base and Intensify Geographic Presence. By emphasizing the
provision of high quality, comprehensive healthcare consulting services, the
Company has consistently expanded its base of clients. From January 1995 through
June 1996, the Company added approximately 145 new healthcare industry clients
and performed approximately 300 healthcare consulting engagements for such
clients. The Company intends to continue to leverage its IT capabilities and
expertise to expand the number of engagements it performs. The Company believes
that the integration of its consultant team through the electronic hallway
allows for further geographic expansion while minimizing additional office
overhead. The Company maintains formal branch offices in five U.S. cities and
has served clients located in over 40 states. The Company plans to intensify its
local presence in targeted markets which it believes offer the best prospects
for growth.

Enhance and Add Practice Areas; Pursue Outsourcing Opportunities. The
Company regularly evaluates emerging trends and innovations in the healthcare
and IT industry and their potential impact on and acceptance by healthcare
participants. Based on these evaluations, the Company augments its existing
practice areas and adds new services to enhance its ability to support clients'
evolving needs. In 1996, the Company added network design and installation and
outsourcing to its established National Practice Areas. The Company intends to
expand its engagements in healthcare information systems management by offering
a flexible program of services ranging from interim management to personnel
acquisition and facilities management to total outsourcing.

Pursue Strategic Acquisitions and Alliances. The Company believes that
significant acquisition opportunities exist due to the highly fragmented nature
of the healthcare consulting industry. The Company intends to expand its
geographic presence, industry expertise and technical scope through strategic
acquisitions and alliances with companies that provide additional and/or
complementary products, services or skills or have strategic client
relationships. The Company believes that its information and communication
system will help assimilate the personnel and technology of companies it may
acquire.

Expand Unitive. The Company intends to increase Unitive's business and
market presence through a combination of entry into new geographic markets,
selective acquisitions and provision of outsourcing services to organizations
that are presently underserved. In addition, Unitive intends to leverage its
existing client relationships to expand consulting and service opportunities to
the business partners, vendors and healthcare industry participants of existing
clients for workgroup, client/server and internet/intranet solutions and
training.

26
<PAGE> 28

SERVICES

The Company offers its clients a comprehensive continuum of healthcare
consulting services, from helping the client define its vision, to strategic
planning, selection of appropriate solutions, implementation and on-going
management. The Company offers custom-tailored solutions at the appropriate
points of this continuum based on an assessment of the client's needs. The
Company offers services in the following three broadly defined categories:

Information Technology Consulting. The Company provides high quality
services in developing long term IT strategy through selection of technology and
products, systems implementation, integration and management, and contract
negotiation. Although the vast majority of the Company's consultants have a wide
variety of skills, the majority have concentrated capabilities in the IT area.

Strategic Planning and Management Consulting. The Company's management
consulting services include such focus areas as strategic planning, analysis of
current industry and competitive conditions, formation of physician-hospital
alliances, mergers and affiliations, multi-specialty group practice formation,
IDN formation, financial advice and establishment of managed care organizations.

Operations Consulting. The Company provides business process redesign and
operations improvement as methods to help clients eliminate organizational
redundancy, reduce cost and implement changes in the areas of patient care,
administrative services, quality management, finance, physician support and
nursing. The Company can provide executive and staff education, interim
management and operational assistance and offers a comprehensive program for
information systems outsourcing.

In order to offer its clients a depth of proficiency and experience the
Company organizes its services by its 13 National Practice Areas which work
together synergistically to serve its clients, many of whom have consulting
needs in multiple areas. The National Practice Areas operate in conjunction with
the Company's client relationship executives who coordinate how the Company's
specialty areas can work together to achieve optimum productivity and cost
effectiveness. The Company has developed methodologies for delivering these
skills in a consistent, coordinated manner, either as a full project team, a
joint client-consultant or joint vendor-consultant project team, selected
expertise or as part of a seminar or workshop.

27
<PAGE> 29

Set forth below is a list of the healthcare consulting services and skills
offered by the Company:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
CATEGORY DESCRIPTION OF SERVICES
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
INFORMATION SYSTEMS
CONSULTING
- Strategic information system planning, budgeting, development
and implementation
- Systems and departmental audits and assessments
- Interim management and facilities management
- Outsourcing
- Executive Planning Systems (EPS)
- Executive and technical education and end user training
- Legacy system maximization
- Unbiased product selection and vendor negotiation
- Applications testing and quality assurance
- System implementation and integration, including products of
SMS, Cerner, HBOC and others
- Network and client-server planning and design
- Imaging system feasibility studies, design and implementation
- --------------------------------------------------------------------------------------------------
STRATEGIC AND
OPERATIONS MANAGEMENT
CONSULTING
- Strategic and tactical planning
- Collaboration strategies, mergers, acquisitions and
affiliations
- Executive and departmental interim management
- Operational and executive assessment
- Re-engineering and business process improvement and redesign
- Project management
- State and local comparative data analysis/benchmarking
- Decision Support and Executive Information Systems (DSS/EIS)
- Computerized patient record (CPR) planning and implementation
- Productivity and quality improvement
- Payor and customer surveys and profiles
- Market and competitive landscape research and analysis
- --------------------------------------------------------------------------------------------------
INTEGRATED DELIVERY
NETWORK (IDN)
CONSULTING
- IDN planning and development
- Managed care seminars and retreats
- Managed care organization development--physician partnerships,
PHOs and MSOs
- Network formation planning
- Market analysis and business planning
- Managed care contracting strategies
- Insurance company partner selection
- Community health information network planning and development
- Capitation and risk contracting
- Case management/utilization management
- Managed care systems assessment, evaluation and implementation
- Medicare and Medicaid risk contracting
- Purchasing and Materials Management
- System Implementation
- --------------------------------------------------------------------------------------------------
</TABLE>

28
<PAGE> 30

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
CATEGORY DESCRIPTION OF SERVICES
- --------------------------------------------------------------------------------------------------
<S> <C>
HEALTH INFORMATION
MANAGEMENT CONSULTING - Medical Records Department review/utilization review
- Health information network planning and development
- Clinical data repositories/longitudinal patient records
- Interim management
- Coding and grouping
- --------------------------------------------------------------------------------------------------
FINANCIAL CONSULTING
- Revenue enhancement
- Business Office review
- Revenue cycle management/cash acceleration
- Interim management
- System implementation support
- Accounts management, including admissions, billing and
collections
- Reimbursement analysis/charge capture analysis
- Diagnostic review
- Capital and financial planning
- --------------------------------------------------------------------------------------------------
CLINICAL CONSULTING
- Patient care and nursing care system design
- Clinical systems implementation
- Patient-focused care planning
- Clinical workflow analysis and reengineering
- Information systems selection and implementation
- Interim management
- Clinical benchmarking
- Quality measurement and outcomes management
- Clinical protocol and pathway development
- Laboratory operation/information management consulting services
- JCAHO compliance
- --------------------------------------------------------------------------------------------------
AMBULATORY PRACTICE
MANAGEMENT CONSULTING
- Operations assessment and re-engineering
- Systems selection and implementation
- Practice revenue analysis
- Facilities management
- --------------------------------------------------------------------------------------------------
</TABLE>

29
<PAGE> 31

CLIENT SOLUTIONS

The depth and breadth of the Company's capabilities are illustrated by the
following examples of its engagements.

Comprehensive Systems and Operational Integration. An East Coast IDN has
engaged the Company to assist with more than 143 specific projects over the past
five years. In 1991, the Company assisted with an HBOC installation and the
Company was subsequently engaged to provide consulting on a range of systems and
operational issues affecting the IDN. These included operational review and
redesign of information services, emergency services and oncology departments;
implementation and provision of technical support for MediPac, 3M, FileNet, and
SMS INVISION, SIGNATURE and SoftMed systems; assistance with system selections,
contract review; and cost/benefit analysis for imaging technology, clinical
information systems, and managed care information systems. The Company also
participated in financial consulting engagements for the IDN and assisted with
consolidated business office planning, use of advanced technology, interim
management, policy and procedure development, patient accounting system
training, and diagnosis related grouping costing and revenue enhancement.

Strategic Planning and Implementation. A Midwestern community hospital
engaged the Company to develop a multi-year process to re-engineer hospital
functions including information systems, medical staff and management
operations. The Company evaluated current systems, conducted interviews of the
hospital's key management, implemented a total quality management program and
facilitated a five-year hospital-wide business and information systems strategic
plan. The Company also conceived, designed and implemented an affiliation plan
for the hospital in order to define business opportunities and objectives and
reporting requirements, and to expand the hospital's market area. As a result of
the joint efforts of the hospital and the Company, the hospital entered into an
affiliation with a major healthcare network; reorganized its senior management
structure with assistance from an interim chief operating officer, interim chief
information officer, interim vice president of nursing, and interim finance
department manager supplied by the Company; completed reengineering of existing
systems; and expanded information systems applications for clinical and
physician networking capabilities. The Company spearheaded the reengineering of
the patient care model, redefining nurse management, clinician roles,
responsibilities and interactions with information systems functions. This
process included labor relations, organizational transition and on-going quality
assurance and education. The Company also assisted with operational projects to
reengineer the hospital's medical records, finance, patient accounting and other
departments.

Long-Term Engagement. Since it first engaged the Company 11 years ago, a
West Coast university-based healthcare system has enlisted the Company for a
wide range of services. The Company provided long range systems planning,
selection and implementation of a healthcare information system, including
project management for approximately 35 system customizations. The Company
managed the design and implementation of an interface between the disparate
information systems of two affiliated facilities, and facilitated the
integration of those information systems into other systems within the
University's healthcare system. In connection with this implementation, the
Company also assisted with training services. In addition, the Company helped to
implement the university's operational improvement program and to develop a
long-term strategy to enhance administrative and clinical information access
throughout the university and to reduce costs in targeted departments while
improving medical service delivery. The Company's consultant team was later
engaged to conduct operational analyses in the medical records, patient
financial services and patient admission services departments. The Company is
currently analyzing the business process for ancillary departments in order to
assist with the implementation of a new physician order entry system.

Complex Strategic, Operational and Clinical Projects. A large Midwestern
IDN engaged the Company to assist in providing strategic and operational
guidance. The Company was first engaged to provide technical assistance and then
to help with several projects related to the integration of the IDN's healthcare
system, including selection of a managed care systems service bureau and
planning and initiating the operations of a large, multi-specialty ambulatory
care facility. The Company further assisted the client in the implementation of
various information systems that will be linked to an existing, state-wide
community health information network; provided an information base of integrated
delivery system models for the IDN's physician

30
<PAGE> 32

organization and its compensation arrangements; and identified prospective
purchasers of the IDN's benefit plan. The Company also worked with the IDN's
laboratory facility to write and revise policies and procedures and to help
implement operational changes and advised the laboratory facility on meeting
compliance standards for the College of American Pathologists and Joint
Commission on the Accreditation of Healthcare Organizations, and obtaining Food
& Drug Administration and Health Care Financing Administration accreditation.

INFORMATION SYSTEM EXPERIENCE

In order to provide its clients with a comprehensive source for healthcare
IT services and capabilities, the Company seeks to maintain a consultant base
that is experienced with a wide mix of established and emerging information
systems and technologies. The experience of the Company's consultants is derived
from a combination of work for Company clients as well as experience gained
prior to joining the Company. The Company's consultants are experienced in the
following information systems and technologies.

3Com
3M Healthcare Information
Systems
ADAC Laboratories
Advanced Institutional
Management Software, Inc.
Advanced Medical Systems
ALLTEL Information Services
-- Healthcare Division
American Express Information
Services Company
AMISYS Managed Care Systems,
Inc.
Antrim Corporation
APACHE Medical Systems, Inc.
Atwork Corporation
Bay Networks, Inc.
Borland International, Inc.
Cabletron Systems
Century Analysis, Inc.
Cerner Corporation
Cisco Systems, Inc.
CITATION Computer Systems,
Inc.
CliniComp International
Compaq Computer Corporation
The Compucare Company
Continental Healthcare
Systems
CSC Healthcare Systems
Cycare Systems, Inc.
Data General Corporation
DataCare, Inc.
Dictaphone Corporation
Digital Equipment Corp.
DKD/The MedStat Group, Inc.
Dun & Bradstreet Software
Dynamic Healthcare
Technologies, Inc.
EDA/SQL
EMTEK Healthcare Systems,
Inc.
Enterprise Systems, Inc.
EPIC Systems Corporation
FileNet Corporation
First Coast Systems, Inc.
First Data Corporation/Health
Sciences Group
Global Software, Inc.
HBO & Company
HCm, Inc.
Health Data Sciences Corp.
Healthcare Communications,
Inc.
Hewlett-Packard Company
Hospital Computer Systems,
Inc.
IBM
IDX Systems Corporation
IMNET Systems, Inc.
Informix Software, Inc.
Intelus, A SunGard Company
Keane, Inc. Healthcare
Services Division
Kronos
Kurzweil Applied
Intelligence, Inc.
Lanier Worldwide, Inc.
LanVision, Inc.
Lotus Development Corporation
Management Systems
Associates, Inc.
McCormack & Dodge
Medic Computer Systems, Inc.
Medicus Systems Corp.
MediQual Systems, Inc.
Meditech
Microsoft Corporation
Netscape Communications
Corporation
NetView
Novell Incorporated
Occupational Health Software
Systems
Oracle Corporation
PeopleSoft, Inc.
PHAMIS Incorporated
Resource Information
Management Systems
Santa Cruz Operation
Incorporated
Serving Software, Inc.
Shared Medical Systems
SMART Corporation
Soft Computer Consultants
SoftMed Systems, Inc.
Software Technologies Corp.
Source Data Systems
Sun Microsystems, Inc.
Sunquest Information Systems,
Inc.
Sybase, Inc.
Synoptics
Telxon Corporation
Transition Systems, Inc.
UB Networks
Unisys Corporation
Value Health Institutional
Pharmacy Systems
Ventech Systems, Inc.
Wang Laboratories, Inc.
X10sion

31
<PAGE> 33

UNITIVE

Unitive provides IT consulting services, primarily Lotus Notes groupware
applications and tool development and workgroup system management, to companies
in numerous industries that seek solutions to intra-and inter-company workgroup
information and communications problems. Unitive assists clients in planning and
implementing large-scale groupware deployments, establishing protocols
(including security conventions, user interfaces, naming conventions and coding
efficiency protocols), developing methodologies for rapid applications, defining
administrative procedures, training and establishing intranet and internet
solutions. In addition, Unitive offers its "Quickstart" databases which are a
set of 14 production-ready Lotus Notes applications that were developed by
Unitive for immediate use or to be used as a starting point for custom
application development. Unitive also offers applications outsourcing, whereby
Unitive will run client applications on servers located at Unitive's own
facilities. Unitive's successful work with Lotus Notes groupware solutions
places it in the top tier of Lotus-designated Business Partners leveraging
product sales and number of certified professionals, qualifying Unitive for
designation as a Premium Lotus Business Partner in 1995 and in 1996. In 1995 and
the six months ended June 30, 1996 Unitive accounted for 6.8% of the Company's
revenues.

Client Solution. Unitive's engagement by Chrysler Corporation to assist
with a Lotus Notes workgroup implementation of the Chrysler SCORE (Supplier Cost
Reduction Effort) initiative is illustrative of Unitive's capabilities. Under
the SCORE system, each Chrysler supplier is required to submit cost reduction
proposals and each is ranked by the number of "SCORE Points" gained through
successful cost-reduction activities. In addition, Unitive is assisting in the
link-up of the approximately 2,500 suppliers to the SCORE System via Lotus
Notes. The Company believes that Unitive's role in this large program gives it a
distinct advantage and opportunity to provide IT consulting, management and
outsourcing to the present and future suppliers in this Chrysler program.

SUPERIOR EMPLOYEES

The Company believes that one of its key strengths lies in its ability to
attract, develop, motivate and retain a talented, creative and highly skilled
work force of senior-level professionals who are specialists in one or more
areas of healthcare and/or information technology. The Company's healthcare
consultants are highly experienced, with an average of over 16 years of
healthcare and IT experience. Many of the these consultants have established
their credentials as healthcare executives and senior management of healthcare
entities, business office managers, medical records administrators, nurse
administrators, nurses, hospital admissions directors, and information
management and information systems technical personnel. As of August 2, 1996,
the Company employed over 280 employees, of whom over 235 were consultants.

The Company believes it has a unique corporate culture built upon open
communication across geographic regions and practice areas (fostered by the
Company's proprietary information and communications system) and a motivational
and interactive work environment that features extensive professional
development opportunities and productivity incentives.

Through the establishment of its Superior Institute, the Company has
developed a comprehensive training and ongoing education program, currently
offering 18 courses to guide its professionals through a progression of skill
enhancement programs. As part of this effort, the Company provides training
curricula in new trends in healthcare, information technology and business
management. An integral part of the on-going education process at the Company
takes place through its proprietary information and communications system. This
allows the Company's consultants to continue to upgrade their skills while
remaining deployed in the field. In addition, the Company has developed an
employee orientation program that features a sophisticated presentation to
provide new employees with a comprehensive understanding of the Company's
structure and approach to healthcare consulting. The Company also maintains a
formal and active network of former employees; these alumni provide expertise on
projects, introduce the Company to new client leads, and, in several cases, have
returned to the Company from experiences elsewhere in the healthcare industry.

32
<PAGE> 34

SALES AND MARKETING

The Company's business development efforts are based upon a highly
organized, company-wide, consistent approach. All personnel are trained and
reinforced in the Company's marketing methods and philosophy, and are encouraged
to identify, develop and pursue client service opportunities. The Company's
marketing efforts are directed by senior management, practice area leaders and
strategic service group leaders, who focus on client development strategies,
geographic market penetration and cross-selling new and existing clients.
Business development is an integral part of the formal responsibilities at all
levels of the Company's management, including its National Practice Area
leaders, and the Company sets business development goals on both a departmental
and individual basis.

The Company's business development efforts focus primarily on identifying
key decision makers in the healthcare industry, determining the value to be
provided to each potential client and then managing the sales process to
completion through a sophisticated client resource database, developed and
maintained by Unitive. Each potential client lead is entered into the database,
and that profile is updated for subsequent developments and information
throughout the entire life of the Company's relationship with the potential
client, as well as after a client retains the Company for services. At any given
time, numerous Company professionals are active in the development of business
from either a new or existing client, and the client resource database enables
all Company personnel to access up-to-date information on the Company's efforts
with respect to a client or client prospect, identifies other Company contacts
with that client, and highlights the particular needs expressed by the client to
date.

In addition, the Company relies upon its reputation in the marketplace, the
personal contacts and networking of the Company's professionals, direct industry
marketing programs, trade shows, and the industry presence maintained by Company
professionals to enhance its business development efforts. The Company's
marketing efforts are enhanced by its presence within the healthcare industry by
virtue of its employees' speaking engagements and publications on topics
affecting healthcare. Since January 1, 1995 the Company's healthcare consultants
have published over 40 articles on current and emerging topics in healthcare
information and management and have participated in over 40 external speaking
engagements and presentations to industry associations and client audiences.

The Company operates its healthcare consulting business through a
combination of its national presence, regional relationships and its 13 National
Practice Areas. Each National Practice Area offers a selected variety of the
Company's healthcare consulting services and often two or more of these areas
work synergistically to provide solutions to clients. Each area is managed by a
National Practice Area leader who has profit and loss responsibility for the
specific area and is responsible for its growth. As the Company adds to its
services through internal growth and acquisition, it will evaluate adding new
practice areas or augmenting the services of its existing National Practice
Areas. The Company actively markets the subject-matter expertise of its National
Practice Areas through the focus of its Strategic Services Groups. Each
Strategic Services Group is responsible for developing and enhancing knowledge
of local regulation and market factors, as well as developing and nurturing
knowledge of and relationships with specific client organizations. The Company
then combines the expertise of its National Practice Areas to form solutions
that are responsive to local conditions and of value to specific clients.

The Company provides a compensation system designed to foster an active
focus at all levels within the organization on growth and business development
from a company-wide perspective. Group leaders and other middle management earn
incentive compensation on a monthly basis and on an annual basis based on group
performance goals. Senior management earns incentive-based compensation based on
company-wide performance goals.

COMPETITION

The market for the Company's services is highly fragmented, highly
competitive and is subject to rapid change. The Company believes that it
currently competes principally with systems integration firms, national

33
<PAGE> 35

consulting firms, including the consulting divisions of the "Big Six" accounting
firms, information system vendors, service groups of computer equipment
companies, facilities management companies, general management consulting firms
and regional and specialty consulting firms. Many of the Company's competitors
have significantly greater financial, technical and marketing resources than the
Company, generate greater revenues and have greater name recognition than the
Company. Moreover, those competitors that sell or license their own software may
in the future attempt to limit or eliminate the use of third party consultants,
such as the Company, to implement and/or customize such software. In addition,
vendors whose systems may enjoy wide market acceptance and large market share
could enter into exclusive or restrictive agreements with other consulting firms
which could eliminate or substantially reduce the Company's implementation work
for those systems. There are relatively low barriers to entry into the Company's
markets, and the Company has faced and expects to continue to face additional
competition from new entrants into its markets. In addition, combinations and
consolidations in the consulting industry will give rise to larger competitors,
whose relative strengths are impossible to predict. The Company also competes
with its clients' internal resources, particularly where these resources
represent a fixed cost to the client. This internal client competition may
heighten as consolidation of healthcare providers creates organizations large
enough to support internal information management capabilities. See "Risk
Factors -- Competition."

The Company believes that the principal competitive factors in its market
include reputation, industry expertise, project management expertise, price,
quality of service, responsiveness and speed of implementation and delivery.
There can be no assurance that the Company will be able to compete effectively
on pricing or other requirements with current and future competitors or that
competitive pressures faced by the Company will not cause the Company's revenue
or operating margins to decline or otherwise materially adversely affect its
business, financial condition and results of operations.

INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

The Company's success is in part dependent upon its proprietary internal
information and communications systems, databases, tools and the methods and
procedures that it has developed specifically to serve its clients. In addition,
Unitive has and will continue to develop proprietary groupware tools and
applications. The Company has no patents; consequently, it relies on a
combination of non-disclosure and other contractual arrangements and copyright,
trademark and trade secret laws to protect its proprietary systems, information,
and procedures. There can be no assurance that the steps taken by the Company to
protect its proprietary rights will be adequate to prevent misappropriation of
such rights or that the Company will be able to detect unauthorized use and take
appropriate steps to enforce its proprietary rights. The Company believes that
its systems and procedures and other proprietary rights do not infringe upon the
proprietary rights of third parties. There can be no assurance, however, that
third parties will not assert infringement claims against the Company in the
future or that any such claims will not require the Company to enter into
materially adverse license arrangements or result in protracted and costly
litigation, regardless of the merits of such claims. See "Risk Factors --
Limited Protection of Proprietary Systems and Procedures."

FACILITIES

The Company's headquarters is located in approximately 35,000 square feet
of leased office space in Southfield, Michigan. Superior also leases an
aggregate of approximately 8,000 square feet of additional office space in
Clearwater, Florida; Atlanta, Georgia; Dallas, Texas; and Walnut Creek,
California. The Company believes that its facilities are adequate for its
current needs and that additional facilities can be leased to meet future needs.

LEGAL PROCEEDINGS

The Company is not subject to any pending material litigation.

34
<PAGE> 36

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors and their respective ages as of August
31, 1996 and positions are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITIONS
- ----------------------------------- --- ---------------------------------------------------
<S> <C> <C>
Richard D. Helppie, Jr.(1)......... 40 President, Chief Executive Officer and Chairman of
the Company
Charles O. Bracken................. 47 Executive Vice President of Superior
Robert R. Tashiro.................. 40 Senior Vice President and Chief Operating Officer
of Superior
James T. House..................... 35 Vice President-Finance, Treasurer and Secretary of
the Company
Kenneth T. Boone................... 40 President and Chief Operating Officer of Unitive
Reginald M. Ballantyne III......... 52 Director
Bernard J. Lachner(1)(2)........... 68 Director
Douglas S. Peters.................. 52 Director
Richard P. Saslow(2)............... 49 Director
Donald W. Simborg, M.D.(1)......... 55 Director
</TABLE>

- -------------------------
(1) Member of the Compensation Committee of the Board of Directors

(2) Member of the Audit Committee of the Board of Directors

Richard D. Helppie, Jr. has served as Superior's President and Chief
Executive Officer since he founded Superior in May 1984. Mr. Helppie also
founded Unitive Corporation and currently serves as Unitive's Chairman and Chief
Executive Officer. Mr. Helppie also serves as Chairman and Chief Executive
Officer, and is a Director, of the Company. Mr. Helppie has more than 20 years
of experience in the healthcare and information systems industries.

Charles O. Bracken joined Superior in March 1987 as Executive Vice
President. Mr. Bracken has more than 25 years of experience in the healthcare
and information systems industries. Prior to joining Superior, Mr. Bracken spent
three years as vice president of marketing of a healthcare software firm,
preceded by 10 years of related experience, most recently as chief information
officer of a multi-hospital corporation. Mr. Bracken has also served as a board
member for the Center for Health Information Management.

Robert R. Tashiro joined Superior in 1985 as a Systems Consultant. He was
appointed Vice President in 1990, Senior Vice President in 1992 and Chief
Operating Officer in June 1996. Mr. Tashiro has more than 17 years of experience
in the information systems industry and more than 11 years of experience in the
healthcare industry. Prior to joining the Company, Mr. Tashiro served as an
Information Systems Department project manager at Kettering Medical Center.
Prior to that, Mr. Tashiro worked for EDS.

James T. House joined Superior in 1988 as its Controller. Since that time,
he has held various positions with the Company and is currently the
Vice-President--Finance of Superior and the Chairman of Unitive's finance
committee.

Kenneth T. Boone joined Unitive and Superior in March 1993 as Chief
Information Officer. He served in this role for both companies until 1995 when
he became President and Chief Operating Officer of Unitive. From July 1992 to
March 1993, Mr. Boone served as President of Boone Engineering Services, Inc.
From January 1987 to July 1992, Mr. Boone was employed by Lotus Development
Corporation, and served as District Sales Manager during the last two years of
his tenure.

Reginald M. Ballantyne III has served as a Director of the Company since
August 1996. Mr. Ballantyne has served on Superior's advisory council since
1995. He has served as the President of PMH Health Resources, Inc. since 1984.
Prior to that, Mr. Ballantyne served as President of Phoenix Memorial Hospital.

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<PAGE> 37

Mr. Ballantyne is the current Chairman-elect of the American Hospital
Association ("AHA") and will be the Chairman for the 1997 term. He is also a
fellow of the American College of Healthcare Executives ("ACHE"). Mr. Ballantyne
has served as a member of the national Board of Commissioners for Joint
Commission on the Accreditation of Healthcare Organizations.

Bernard J. Lachner has served as a Director of the Company since August
1996. Mr. Lachner has served as the chairman of Superior's advisory council
since 1993. From July 1972 until his retirement in November 1992, Mr. Lachner
served as the Chief Executive Officer of Evanston Hospital Corporation. Other
directorships include subsidiaries of Allstate Insurance and St. Joseph Health
System. Mr. Lachner founded Ohio State University's graduate program in Health
Services Administration and served as its first director. He is a fellow in
ACHE, and is a past member of its Board of Governors. He has also served as the
Chairman of AHA.

Douglas S. Peters has served as a Director of the Company since August
1996. Mr. Peters has served as the President and Chief Executive Officer of
Jefferson Health System since the 1995 merger with Main Line Health System.
Previous to that, Mr. Peters served in the same capacity for Main Line. Mr.
Peters is also a director with the Philadelphia Contributionship and serves on
the Advisory Board of First Union Bank. Mr. Peters is a fellow with ACHE.

Richard P. Saslow has served as a Director of the Company since August
1996. Mr. Saslow has been practicing business law and commercial litigation with
the firm of Butzel Long, PC since January 1991. Prior to that period, Mr. Saslow
practiced law with the firm of Butzel, Keidan, Simon, Myers & Graham from 1974
to 1990.

Donald W. Simborg, M.D. has served as a Director of the Company since
August 1996. Mr. Simborg has been the Chief Executive Officer of KnowMed
Systems, a software company, since October 1995. In 1994, Dr. Simborg served as
a Vice President of Medicus Systems. From 1990 to 1993, he served as Chief
Executive Officer for Bell Atlantic Healthcare.

Executive officers of the Company are elected by, and serve at the
discretion of, the Board of Directors. Each executive officer is a full-time
employee of the Company, Superior and/or Unitive, as specified above next to
their respective names. The Board of Directors currently consists of six
members. The Board of Directors is divided into three classes, each of whose
members serve for a staggered three-year term. The Board is comprised of two
Class I Directors (Messrs. Lachner and Peters), two Class II Directors (Dr.
Simborg and Mr. Ballantyne) and two Class III Directors (Messrs. Helppie and
Saslow). At each annual meeting of stockholders the appropriate number of
directors will be elected for a three-year term to succeed the directors of the
same class whose terms are then expiring. The terms of the Class I Directors,
Class II Directors and Class III Directors will expire upon the election and
qualification of successor directors at the annual meetings of stockholders held
in calendar years 1997, 1998 and 1999, respectively. There are no family
relationships between any director or executive officer of the Company.

BOARD COMMITTEES

The Board of Directors has established an Audit Committee and a
Compensation Committee. The Audit Committee will be responsible for reviewing
with management the financial controls, accounting and audit and reporting
activities of the Company. The Committee will review the qualifications of the
Company's independent auditors, make recommendations to the Board of Directors
regarding the selection of independent auditors, review the scope, fees and
results of any audit and review non-audit services and related fees provided by
the independent auditors. The Compensation Committee will be responsible for the
administration of all salary and incentive compensation plans for the officers
and key employees of the Company, including bonuses. The Committee will also
administer the Company's Long-Term Incentive Plan.

DIRECTOR COMPENSATION

Directors who are not officers or employees of the Company are paid a fee
of $1,000 for each board meeting attended in person and are reimbursed for
travel expenses incurred in connection with attending board

36
<PAGE> 38

and committee meetings. In addition, under the Long-Term Incentive Plan,
Directors who are not employees of the Company will receive options to purchase
3,000 shares of Common Stock on the effective date of the registration statement
of which this Prospectus forms a part or, if later, upon joining the Board of
Directors. Thereafter, each non-employee director will receive an annual grant
of an option to purchase 3,000 shares of Common Stock. The options will have an
exercise price equal to the fair market value of the Common Stock on the date of
grant, and will be fully vested on the date of grant. See "-- Employee Benefit
Plans -- Long-Term Incentive Plan." The Company does not currently provide
additional compensation for committee participation or special assignments of
the Board of Directors.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

The Compensation Committee was not in existence prior to August 1996.
Accordingly, Richard D. Helppie, Jr. had sole responsibility for any and all
decisions with respect to executive officer compensation.

ADVISORY COUNCIL

Superior established its Advisory Council (the "Advisory Council") in 1993.
The Advisory Council is a non-governing body currently comprised of five leaders
in the healthcare industry who meet periodically to advise Superior on emerging
issues and trends in the healthcare field, as well as both strategic planning
and potential specialization areas for Superior. Advisory Council members are
paid a fee of $1,000 per meeting and $1,500 per calendar year and are reimbursed
for travel, lodging and meal expenses incurred in connection with attendance at
Advisory Council sessions. Superior intends to continue the Advisory Council
following this offering and to maintain its current compensation allowance for
its members. Messrs. Ballantyne, Lachner and Peters are currently members of the
Advisory Council.

37
<PAGE> 39

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning the annual
and long-term compensation paid by the Company for services rendered during the
fiscal year ended December 31, 1995 for the Company's Chief Executive Officer
and the Company's four other executive officers (the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
--------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION SALARY BONUS COMPENSATION(2) COMPENSATION(3)
- ---------------------------------------------- -------- ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Richard D. Helppie, Jr., President, Chief
Executive Officer and Chairman of the
Company..................................... $477,000 $1,948,448 $ -- $ 9,709
Charles O. Bracken, Executive Vice President
of Superior................................. 318,000 378,419 150,000 9,709
Robert R. Tashiro, Senior Vice President and
Chief Operating Officer of Superior......... 176,000 207,162 75,000 9,709
James T. House, Vice President - Finance,
Treasurer and Secretary of the Company...... 80,000 62,145 -- 7,198
Kenneth T. Boone, President and Chief
Operating Officer of Unitive................ 90,000 63,500 -- 7,975
</TABLE>

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

(1) The Company has entered into agreements, effective as of the closing of this
offering through the end of fiscal 1997, with the current three most highly
compensated executive officers, Messrs. Helppie, Bracken and Tashiro, which
provide these three executives with annual base compensation in the
aggregate of $835,000 and annual bonus compensation of up to $75,000 per
person, based on the achievement of certain pre-determined performance
criteria. These agreements do not apply to amounts paid to these three
officers on or prior to the closing of this Offering.

(2) Other annual compensation for Messrs. Bracken and Tashiro represents the
difference between the dollar value paid by such persons for shares of
Common Stock in 1995 and the fair market value of the shares at the time of
sale.

(3) Consists of profit sharing contributions made by the Company on behalf of
the Named Executive Officers.

The following table sets forth certain information with respect to the
value of options held at December 31, 1995 by the Named Executive Officers who
held options during 1995. The Named Executive Officers did not exercise any
options to purchase Common Stock during 1995. However, all of these options will
be exercised prior to the offering.

YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT YEAR END(#) AT YEAR END($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Richard D. Helppie, Jr............................. -- -- -- --
Charles O. Bracken................................. -- -- -- --
Robert R. Tashiro..................................
James T. House..................................... 1,066 -- $11,428 --
Kenneth J. Boone................................... -- -- -- --
</TABLE>

- -------------------------
(1) Calculated based on the assumed initial public offering price of $14.00 per
share less the exercise price payable for such shares.

38
<PAGE> 40

EMPLOYMENT RELATED AGREEMENTS

In connection with the offering, Richard D. Helppie, Jr. will enter into an
agreement to limit his annual base salary of $325,000 and an annual bonus of up
to $75,000 per year through the end of fiscal 1997. This agreement will become
effective upon the closing of this Offering and will not apply to amounts paid
to him on or prior to such date.

In connection with the offering, Charles O. Bracken's existing employment
agreement will be amended to provide for an annual base salary of $290,000 and
annual bonus of up to $75,000 per year through the end of fiscal 1997. This
agreement will become effective upon the closing of this Offering and will not
apply to amounts paid to him on or prior to such date. Superior's existing
agreement with Mr. Bracken provides for his employment as an Executive Vice
President of Superior at an annual base salary of approximately $325,000. Mr.
Bracken also participates in Superior's 1996 Executive Vice President Bonus Plan
pursuant to which he is eligible to receive monthly and annual base bonuses of
$5,000 and $233,000, respectively (which base bonuses are subject to increase or
decrease based on the performance of Superior as measured by revenue, profit and
certain other criteria as set forth in the respective plans). Under the
employment agreement, Mr. Bracken is subject to noncompetition, nonsolicitation
and nondisclosure covenants.

In connection with the offering, Robert R. Tashiro's employment agreement
will be amended to provide for an annual base salary of $220,000 and an annual
bonus of up to $75,000 per year through the end of fiscal 1997. This agreement
will become effective upon the closing of this Offering and will not apply to
amounts paid to him on or prior to such date. Superior's existing agreement with
Mr. Tashiro provides for his employment as Senior Vice President of Superior at
an annual base salary of approximately $200,000. Mr. Tashiro also participates
in Superior's 1996 Senior Vice President Bonus Plan pursuant to which he is
eligible to receive monthly and annual base bonuses of $3,000 and $175,000,
respectively (which base bonuses are subject to increase or decrease based on
the performance of Superior as measured by revenue, profit and certain other
criteria as set forth in the respective plans). Under the employment agreement,
Mr. Tashiro is subject to noncompetition, nonsolicitation and nondisclosure
covenants.

Superior has an agreement with James T. House that provides for his
employment as a Vice President of Superior at an annual base salary of
approximately $95,000. Mr. House also participates in Superior's 1996 Vice
President Bonus Plan pursuant to which he is eligible to receive monthly and
annual base bonuses of $3,000 and $70,000, respectively (which base bonuses are
subject to increase or decrease based on the performance of Superior as measured
by revenue, profit and certain other criteria as set forth in the respective
plans). Under the employment agreement, Mr. House is subject to noncompetition,
nonsolicitation and nondisclosure covenants.

Unitive has an agreement with Kenneth T. Boone that provides for his
employment as the President and Chief Operating Officer of Unitive at an annual
base salary of approximately $125,000. Mr. Boone is also entitled to
discretionary bonus compensation based on the attainment of certain objective
performance criteria. Under the employment agreement, Mr. Boone is subject to
noncompetition, nonsolicitation and nondisclosure covenants.

EMPLOYEE BENEFIT PLANS

Long-Term Incentive Plan

The Board of Directors has adopted The 1996 Long-Term Incentive Plan (the
"Long-Term Incentive Plan"). The Long-Term Incentive Plan is designed to enhance
the long-term profitability and stockholder value of the Company by offering
Common Stock, Common Stock-based and other performance incentives to those
individuals who are key to the growth and success of the Company, to attract and
retain experienced executives and to align executives' economic incentives with
the Company's stockholders.

The Long-Term Incentive Plan is administered by the Compensation Committee,
which, except for the formula program (the "formula program") noted below for
non-employee directors, has exclusive authority to grant awards under the
Long-Term Incentive Plan and to make all interpretations and determinations
affecting the Long-Term Incentive Plan. The Compensation Committee has the
discretion to determine the individuals to whom Awards (as defined below) are
granted, the amount of such Award, any applicable vesting schedule and other
terms of any Award.

39
<PAGE> 41

Participation in the Long-Term Incentive Plan is limited to employees,
consultants, advisors and independent contractors of the Company and its
subsidiaries who are selected from time to time by the Compensation Committee.
In addition, non-employee directors automatically participate in the formula
program. Awards under the Long-Term Incentive Plan may be in the form of stock
options (including both incentive stock options that meet the requirements of
Section 422 of the Internal Revenue Code and nonqualified stock options), stock
awards, restricted stock grants, stock appreciation rights ("SARs") and
performance awards (collectively, "Awards"). Any Award issued under the
Long-Term Incentive Plan that is forfeited, expired, cancelled or terminated
prior to exercise will again become available for grant under the Long-Term
Incentive Plan.

The Long-Term Incentive Plan also includes the directors formula program.
The formula program provides for the automatic grant of vested options to
purchase shares of Common Stock to non-employee directors of the Company. See
"Management -- Director Compensation."

The maximum number of shares of Common Stock which may be issued and sold
under the Long-Term Incentive Plan is 900,000 shares. The Company expects to
grant options to purchase approximately 270,000 shares of Common Stock in
connection with this offering at an exercise price per share equal to the
initial public offering price. Other than the director formula option plans, the
initial options will vest 20% per year on the first through fifth anniversaries
of the date of grant. A total of 110,000 such shares will be granted to the
Named Executive Officers as follows: Helppie: 30,000; Bracken: 30,000; Tashiro:
30,000; and House: 20,000. In the event of any stock dividend, stock split,
recapitalization, merger, other change in the capitalization of the Company or
similar corporate transaction or event affecting the Common Stock, the
Compensation Committee may make appropriate adjustments to the Awards. The
Company may also accelerate the timing of the exercise of any Awards or cancel
any Award and provide instead for the payment to the participant in cash of the
economic value of the Award at the time of cancellation.

401(k) Savings Plan

The Company maintains the Superior Consultant Company, Inc. 401(k) Profit
Sharing Plan, a defined contribution retirement plan with a cash or deferred
arrangement as described in Section 401(k) of the Internal Revenue Code (the
"401(k) Plan"). The 401(k) Plan is intended to be qualified under Section 401(a)
of the Internal Revenue Code. All employees of the Company, Superior and Unitive
who have completed one year of service and have attained age 21 are eligible to
participate in the 401(k) Plan on the first day of the month coinciding with or
following the date on which they satisfy the eligibility criteria. The 401(k)
Plan provides that each participant may make elective contributions of from 1%
to 15% of his or her compensation, subject to statutory limits. The Company may
make a discretionary contribution, to the Plan. Under the terms of the 401(k)
Plan, allocation of the discretionary contribution is integrated with Social
Security, in accordance with applicable nondiscrimination rules under the
Internal Revenue Code.

40
<PAGE> 42

CERTAIN TRANSACTIONS

In April, 1995, Superior loaned Mr. Bracken $500,000, evidenced by a term
promissory note, bearing interest at 7.71% per annum. The note provides for
equal annual payments of principal and interest of $50,000, payable on December
31 of each year beginning December 31, 1995 with the entire unpaid principal
balance due on December 31, 2014. Mr. Bracken used the proceeds of such loan to
purchase shares of Common Stock, and the note is secured by a pledge of such
shares under a pledge agreement dated April 20, 1995. The largest amount of
indebtedness outstanding under such note during fiscal 1995 was $500,000 and as
of September 1, 1996 was $477,000.

In April, 1995, Superior loaned to Mr. Tashiro $250,000, evidenced by a
term promissory note, bearing interest at 7.71% per annum. The note provides for
equal annual payments of $25,000, payable on December 31 of each year beginning
December 31, 1995 with the entire principal balance due on December 31, 2012.
Mr. Tashiro used the proceeds of such loan to purchase shares of Common Stock
and the note is secured by a pledge of such shares under a pledge agreement
dated April 20, 1995. The largest amount of indebtedness outstanding under such
note was $250,000 during fiscal 1995 and as of September 1, 1996 was $238,000.

In September, 1995, The Richard D. Helppie, Jr. Trust, of which Mr. Helppie
is Trustee, loaned Unitive $200,000, evidenced by a term promissory note bearing
interest at 8.75% per year. The outstanding principal balance of $73,000 is
expected to be repaid by Unitive on or before the consummation of the offering.

In connection with this offering the Company will enter into a tax
indemnification agreement with the key executive officers which provides for,
among other things, the indemnification of each such stockholder for any losses
or liabilities with respect to any additional taxes (including interest,
penalties and legal fees) and the repayment to the Company of any amounts
received as refunds, resulting from the Superior's operations during the period
in which it was an S corporation. Management believes that the Company's maximum
exposure pursuant to this agreement is not material.

The Company anticipates that in the future it will charter aircraft from
Clearwater Aviation, Inc., of which Mr. Helppie is sole stockholder. Payments
under this arrangement, which will be at or below market rates, are anticipated
to be between $150,000 and $250,000 in fiscal 1997. This arrangement is subject
to approval by a majority of the independent and disinterested members of the
Board of Directors.

Mr. Saslow, a Director, is a shareholder in the law firm of Butzel Long,
PC, Detroit, Michigan. Butzel Long (and its predecessor firms) has been general
counsel to Superior since 1985 and Unitive since 1993.

All future transactions between the Company and any of its officers,
directors and principal stockholders or their affiliates will be approved by a
majority of the Board of Directors, including a majority of the independent and
disinterested directors.

41
<PAGE> 43

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of July 31, 1996, and as adjusted to reflect the
sale of the shares offered hereby for: (i) each person known by the Company to
own beneficially more than 5% of the outstanding shares of Common Stock; (ii)
each of the Company's directors; (iii) each of the Named Executive Officers; and
(iv) all directors and executive officers of the Company as a group. Unless
otherwise indicated in the footnotes to the table set forth below, each person
or entity named below has an address in care of the Company's principal
executive offices. The Company believes that each person or entity named below
has sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by such holder, subject to community property laws
where applicable.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING(1) AFTER OFFERING(1)(2)
-------------------- --------------------
NUMBER OF NUMBER OF
NAME SHARES PERCENT SHARES PERCENT
- -------------------------------------------------------- --------- ------- --------- -------
<S> <C> <C> <C> <C>
Richard D. Helppie, Jr.(3).............................. 4,042,001 83.6% 4,042,001 57.9%
Charles O. Bracken...................................... 439,223 9.1% 439,223 6.3%
Robert R. Tashiro....................................... 219,610 4.5% 219,610 3.1%
James T. House(4)....................................... 7,495 * 7,495 *
Kenneth T. Boone........................................ 38,576 * 38,576 *
Reginald M. Ballantyne III(5)........................... * * 3,000 *
Bernard J. Lachner(5)................................... * * 3,000 *
Douglas S. Peters(5).................................... * * 3,000 *
Richard P. Saslow(5).................................... * * 3,000 *
Donald W. Simborg, M.D.(5).............................. * * 3,000 *
All executive officers and directors as a group (10
persons)(4)........................................... 4,746,905 98.2% 4,761,905 68.2%
</TABLE>

- -------------------------
* Less than 1%.

(1) Applicable percentage of ownership as of July 31, 1996 is based upon
4,836,112 shares of Common Stock outstanding. Applicable percentage
ownership after this offering is based upon 6,986,112 shares of Common Stock
outstanding. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission, and includes voting and
investment power with respect to the shares shown as beneficially owned.
Shares of Common Stock subject to options currently exercisable or
exercisable on or before September 29, 1996 are deemed outstanding for
computing the percentage ownership of the person holding such options, but
are not deemed outstanding for computing the percentage ownership of any
other person.

(2) Assumes no exercise of the Underwriters' over-allotment option to purchase
up to an aggregate of 157,842 shares of Common Stock from the following
Selling Stockholders: The Richard D. Helppie, Jr. Trust (75,000 shares),
Charles O. Bracken (50,000 shares), Robert R. Tashiro (25,000 shares),
Lawrence H. Cater (6,465 shares) and Gary L. Hammon (1,377 shares). If the
Underwriters' over-allotment option is exercised in full, upon completion of
this offering Mr. Helppie, Mr. Bracken, Mr. Tashiro, Mr. Cater and Mr.
Hammon would beneficially own 3,967,001 shares (55.5%), 389,223 shares
(5.4%), 194,610 shares (2.7%), 6,365 shares (less than 1%) and 1,289 shares
(less than 1%), respectively.

(3) All shares are held by The Richard D. Helppie, Jr. Trust, of which Mr.
Helppie is the sole trustee.

(4) Includes 1,066 shares of Common Stock to be issued upon exercise of
outstanding options in connection with this Offering.

(5) Includes 3,000 shares issuable upon exercise of options exercisable within
60 days from the date of this Prospectus.

42
<PAGE> 44

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of 30,000,000 shares
of Common Stock, par value $0.01 per share, and 1,000,000 shares of Preferred
Stock, par value $0.01 per share (the "Preferred Stock"). Upon completion of
this offering, the Company will have outstanding 6,986,112 shares of Common
Stock and no shares of Preferred Stock. As of July 31, 1996, there were eight
record holders of Common Stock.

COMMON STOCK

The holders of Common Stock are entitled to one vote per share for the
election of directors and all other matters submitted for stockholder vote,
except matters submitted to the vote of another class or series of shares.
Holders of Common Stock are not entitled to cumulative voting rights. Therefore,
the holders of a majority of the shares voting for the election of directors can
elect all of the directors if they choose to do so. The holders of Common Stock
are entitled to dividends in such amounts and at such times, if any, as may be
declared by the Board of Directors out of funds legally available therefor. The
Company has not paid any dividends on its Common Stock and does not anticipate
paying any cash dividends on such stock in the foreseeable future. See "Dividend
Policy." Upon liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all net assets available for
distribution to stockholders after payments to creditors. The Common Stock is
not redeemable and has no preemptive or conversion rights.

The rights of the holders of Common Stock are subject to the rights of the
holders of any Preferred Stock which may, in the future, be issued. All
outstanding shares of Common Stock are, and the shares of Common Stock to be
sold by the Company in this offering when issued will be, duly authorized,
validly issued, fully paid and nonassessable.

PREFERRED STOCK

The Company's Certificate of Incorporation authorizes 1,000,000 shares of
Preferred Stock. The Board of Directors has the authority to issue the Preferred
Stock in one or more series and to fix the price, rights, preferences,
privileges and restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, liquidation preferences and the number of
shares constituting any series or the designation of such series, without
further vote or action by the stockholders. The issuance of Preferred Stock may
have the effect of delaying, deferring or preventing a change in control of the
Company without further action by the stockholders and may adversely affect the
voting and other rights of the holders of Common Stock. The issuance of
Preferred Stock with voting and conversion rights may adversely affect the
voting power of the holders of Common Stock, including the loss of voting
control to others. The Company has no current plans to issue any shares of
Preferred Stock.

ANTITAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BY-LAWS
AND DELAWARE LAW

Certificate of Incorporation and By-Laws. The Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") provides that
the Board of Directors will be divided into three classes of directors, each
class constituting approximately one-third of the total number of directors and
with the classes serving staggered three-year terms. The By-Laws provide that
only the Chairman of the Board, a majority of the Board of Directors or the
stockholders owning at least 50% of the Company's capital stock may call
meetings of stockholders and require certain advance notice procedures for
nominating candidates for election to the Board of Directors. These provisions
of the Certificate of Incorporation and By-Laws could discourage potential
acquisition proposals and could delay or prevent a change in control of the
Company. These provisions are intended to enhance the likelihood of continuity
and stability in the composition of the Board of Directors and in the policies
formulated by the Board of Directors and to discourage certain types of
transactions that may involve an actual or threatened change of control of the
Company. These provisions are designed to reduce the vulnerability of the
Company to an unsolicited acquisition proposal. The provisions also

43
<PAGE> 45

are intended to discourage certain tactics that may be used in proxy fights.
However, such provisions could have the effect of discouraging others from
making tender offers for the Company's shares and, as a consequence, they also
may inhibit fluctuations in the market price of the Company's shares that could
result from actual or rumored takeover attempts. Such provisions also may have
the effect of preventing changes in the management of the Company. See "Risk
Factors -- Certain Antitakeover Effects."

Delaware Takeover Statute. Following the Offering, the Company will be
subject to Section 203 of the Delaware General Corporation Law ("Section 203"),
which, subject to certain exceptions, prohibits a publicly held Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the date that such stockholder
became an interested stockholder, unless: (i) prior to such date, the board of
directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder;
(ii) upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (a) by persons who are directors and also
officers and (b) by employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
Long-Term Incentive Plan will be tendered in a tender or exchange offer; or
(iii) on or subsequent to such date, the business combination is approved by the
board of directors and authorized at an annual or special meeting of the
stockholders, and not by written consent, by the affirmative vote of at least
66 2/3% of the outstanding voting stock that is not owned by the interested
stockholder.

Section 203 defines business combination to include: (i) any merger or
consolidation involving the corporation and the interested stockholder; (ii) any
sale, transfer, pledge or other disposition of 10% or more of the assets of the
corporation involving the interested stockholder; (iii) subject to certain
exceptions, any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested stockholder; (iv)
any transaction involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series of the corporation
beneficially owned by the interested stockholder; or (v) the receipt by the
interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation. In
general, Section 203 defines an interested stockholder as any entity or person
beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by such entity or person.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Limitation of Liability. As permitted by the Delaware General Corporation
Law, the Company's Certificate provides that directors of the Company shall not
be personally liable for monetary damages to the Company for certain breaches of
their fiduciary duty as directors, unless they violated their duty of loyalty to
the Company or its stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized illegal dividends or redemptions, or derived an
improper personal benefit from their action as directors. This provision would
have no effect on the availability of equitable remedies or nonmonetary relief,
such as an injunction or rescission for breach of the duty of care. In addition,
the provision applies only to claims against a director arising out of his or
her role as a director and not in any other capacity (such as an officer or
employee of the Company). Further, liability of a director for violations of the
federal securities laws will not be limited by this provision. Directors will,
however, no longer be liable for monetary damages arising from decisions
involving violations of the duty of care which could be deemed grossly
negligent.

Indemnification. The Certificate provides that directors and officers of
the Company shall be indemnified by the Company to the fullest extent authorized
by Delaware law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or
on behalf of the Company. The Certificate also authorizes the Company to enter
into one or more agreements with any person which provide for indemnification
greater or different from that provided in the Certificate. The Company has
entered into indemnification agreements with all current members of the Board of
Directors and executive officers. The Company believes that these provisions and
agreements are desirable to attract and retain qualified directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act

44
<PAGE> 46

may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Harris Trust and
Savings Bank, Chicago, Illinois.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for the Common Stock of
the Company. Sales of substantial amounts of Common Stock in the public market,
or the perception that such sales could occur, could adversely affect market
prices prevailing from time to time. Furthermore, since certain contractual and
legal restrictions on resale described below restrict the ability of the Company
and current stockholders of the Company from selling shares of Common Stock,
sales of substantial amounts of Common Stock of the Company in the public market
after the restrictions lapse could adversely affect the prevailing market price
and the ability of the Company to raise equity capital in the future.

Upon completion of this offering, the Company will have outstanding an
aggregate of 6,986,112 shares of Common Stock. Of these outstanding shares of
Common Stock, the 2,150,000 shares of Common Stock sold in this offering will be
freely tradable without restriction or further registration under the Securities
Act, unless purchased by "affiliates" of the Company as that term is defined in
Rule 144 under the Securities Act. The remaining 4,836,112 shares of Common
Stock held by existing stockholders are "restricted securities" as that term is
defined in Rule 144 under the Securities Act ("Restricted Shares"). Restricted
Shares may be sold in the public market only if registered or if they qualify
for an exemption from registration under Rules 144 or 701 promulgated under the
Securities Act, which are summarized below. Sales of the Restricted Shares in
the public market, or the availability of such shares for sale, could adversely
affect the market price of the Common Stock.

The Company, all executive officers and directors and all existing holders
of Common Stock have entered into contractual "lock-up" agreements providing
that, except for (i) granting of options under the Long-Term Incentive Plan;
(ii) the issuance of warrants and options in connection with client agreements
and business affiliations and ventures; and (iii) the sale of up to an aggregate
of 25,000 shares (in the event such shares are not sold pursuant to the
Underwriters' over-allotment option) by certain stockholders to fund the tax
impact and the exercise price related to options which will be exercised
immediately prior to the offering, neither the Company nor any of such persons
will offer, sell, contract to sell or grant any option to purchase or otherwise
dispose of any shares of Common Stock or securities convertible into or
exchangeable for shares of Common Stock for a period of 180 days after the date
of this prospectus without the prior written consent of William Blair & Company,
L.L.C. William Blair & Company, L.L.C., in its discretion, may waive the
foregoing restrictions in whole or in part, with or without a public
announcement of such action. As a result of these contractual restrictions,
notwithstanding possible earlier eligibility for sale under the provisions of
Rules 144 and/or 701, the shares subject to lock-up agreements will not be
salable until 180 days after the date of this Prospectus (or earlier with the
consent of William Blair & Company, L.L.C.).

In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this Prospectus, a person (or persons whose shares are aggregated)
who has beneficially owned Restricted Shares for at least two years (including
the holding period of any prior owner other than an affiliate of the Company)
would be entitled to sell within any three-month period a number of shares that
does not exceed the greater of: (i) one percent of the number of shares of
Common Stock then outstanding (which will equal approximately 69,860 shares
immediately after this offering); or (ii) the average weekly trading volume of
the Common Stock during the four calendar weeks preceding the filing of a Form
144 with respect to such sale. Sales under Rule 144 are also subject to certain
manner of sales provisions and notice requirements and to the availability of
current public information about the Company. Under Rule 144(k), a person who is
not deemed to have

45
<PAGE> 47

been an affiliate of the Company at any time during the 90 days preceding a
sale, and who has beneficially owned the shares proposed to be sold for at least
three years (including the holding period of any prior owner other than an
affiliate), is entitled to sell such shares without complying with the manner of
sale, public information, volume limitation or notice provisions of Rule 144.

Any employee, officer or director of or consultant to the Company who
purchased his or her shares pursuant to a written compensatory plan or contract
may be entitled to rely on the resale provisions of Rule 701. Rule 701 permits
affiliates to sell their Rule 701 shares under Rule 144 without complying with
the holding period requirements of Rule 144. Rule 701 further provides that
non-affiliates may sell such shares in reliance on Rule 144 without having to
comply with the public information, volume limitation or notice provisions of
Rule 144. In both cases, a holder of Rule 701 shares is required to wait until
90 days after the date of this Prospectus before selling such shares.

The Company intends to file a registration statement on Form S-8 under the
Securities Act to register an aggregate of 900,000 shares of Common Stock
reserved for issuance under the Company's Long-Term Incentive Plan. See
"Management -- Employee Benefit Plans -- Long-Term Incentive Plan." Accordingly,
shares registered under such registration statement will, subject to Rule 144
volume limitations applicable to affiliates, be available for sale in the open
market, unless such shares are subject to vesting restrictions with the Company
or the lock-up agreements described above. In conjunction with the closing of
this offering, the Company will grant options to purchase 255,000 shares under
the Long-Term Incentive Plan to certain key employees and options to purchase
15,000 shares under the directors formula program of the Long-Term Incentive
Program.

46
<PAGE> 48

UNDERWRITING

The several underwriters named below (the "Underwriters"), for whom William
Blair & Company, L.L.C., Donaldson, Lufkin & Jenrette Securities Corporation and
Jefferies & Company, Inc., are acting as Representatives ("the
Representatives"), have severally agreed, subject to the terms and conditions
set forth in the Underwriting Agreement between the Company and the Underwriters
(the "Underwriting Agreement"), to purchase from the Company, and the Company
has agreed to sell to each of the Underwriters, the number of shares of Common
Stock (excluding the over-allotment shares) set forth below opposite their
respective names at the initial public offering price per share less the
underwriting discount set forth on the cover of this Prospectus.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
------------------------------------------------------------------- ---------
<S> <C>
William Blair & Company, L.L.C. ...................................
Donaldson, Lufkin & Jenrette Securities Corporation................
Jefferies & Company, Inc. .........................................

---------
Total......................................................... 2,150,000
=========
</TABLE>

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters have agreed to purchase all of the Common Stock offered hereby if
any is purchased (excluding shares covered by the over-allotment option granted
to the Underwriters therein). In the event of a default by any Underwriter, the
Underwriting Agreement provides that, in certain circumstances, purchase
commitments of the non-defaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.

The Representatives have advised the Company that the Underwriters propose
initially to offer the Common Stock to the public at the public offering price
set forth on the cover page of this Prospectus and to certain dealers at such
price less a concession of not more than $ per share. Additionally, the
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other dealers. After the initial public
offering, the offering price and other selling terms may be changed by the
Representatives.

The Company and the Selling Stockholders have granted to the Underwriters
an option, exercisable on one occasion only within 30 days after the date of
this Prospectus, to purchase up to an aggregate of 322,500 shares of Common
Stock at the same price per share to be paid by the Underwriters for the other
shares offered hereby. If the Underwriters purchase any such additional shares
pursuant to this option, each Underwriter will be committed to purchase such
additional shares in approximately the same proportion as set forth in the table
above. The Underwriters may exercise the option only for the purpose of covering
over-allotments, if any, made in connection with the distribution of the Common
Stock offered hereby. See "Principal and Selling Stockholders."

The Company, the Company's directors and executive officers and all other
current stockholders have agreed, subject to the exceptions described above
under "Shares Eligible for Future Sale," not to sell, contract to sell or
otherwise dispose of any Common Stock or any securities convertible into or
exchangeable for shares of Common Stock or any interest therein for a period of
180 days after the effective date of the Registration Statement of which this
Prospectus is a part without the prior written consent of William Blair &
Company, L.L.C., except for the Common Stock offered hereby. William Blair &
Company, L.L.C., in its discretion, may waive the foregoing restrictions in
whole or in part, with or without a public announcement of such action. See
"Shares Eligible For Future Sale."

47
<PAGE> 49

Prior to this Offering, there has been no public market for the shares of
Common Stock. The initial public offering price for the Common Stock will be
determined by negotiations between the Company and the Representatives. Among
the factors to be considered in such negotiations are prevailing market and
economic conditions, revenues and earnings of the Company in recent periods,
estimates of the Company's business potential and prospects, the present state
of the Company's business operations, an assessment of the Company's management
and the market valuation of companies in related businesses which the
Representatives believe to be comparable to the Company, among other factors.
The Common Stock has been approved for listing on The Nasdaq National Market
under the symbol "SUPC." However, there can be no assurance that an active or
orderly trading market will develop for the Common Stock or that the Common
Stock will trade in the public market subsequent to this offering at or above
the initial public offering price.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters and their controlling persons against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the
Underwriters may be required to make in respect thereof.

The Representatives have informed the Company that the Underwriters will
not confirm, without customer authorization, sales to their customer accounts as
to which they have discretionary authority.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Sachnoff & Weaver, Ltd., Chicago, Illinois. Certain
legal matters in connection with the offering will be passed upon for the
Underwriters by McDermott, Will & Emery, Chicago, Illinois.

EXPERTS

The Consolidated Financial Statements of the Company as of December 31,
1994 and 1995, and for each of the three years in the period ended December 31,
1995, appearing in this Prospectus and in the Registration Statement, have been
audited by Grant Thornton LLP, independent certified public accountants, as
stated in their report appearing elsewhere herein, and are included in reliance
upon such report of such firm given upon their authority as experts in
accounting and auditing.

48
<PAGE> 50

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Certified Public Accountants.................................... F-2
Consolidated Balance Sheets as of December 31, 1994 and 1995 and June 30, 1996
(unaudited)......................................................................... F-3
Consolidated Statements of Operations for the years ended December 31, 1993, 1994 and
1995 and for the six months ended June 30, 1995 and 1996 (unaudited)................ F-4
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1993,
1994 and 1995 and for the six months ended June 30, 1996 (unaudited)................ F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1994 and
1995 and for the six months ended June 30, 1995 and 1996 (unaudited)................ F-6
Notes to Consolidated Financial Statements............................................ F-7
</TABLE>

F-1
<PAGE> 51

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Superior Consultant Holdings Corporation

We have audited the accompanying consolidated balance sheets of Superior
Consultant Holdings Corporation (a Delaware corporation) and Subsidiaries as of
December 31, 1994 and 1995, and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Superior Consultant Holdings Corporation and Subsidiaries as of December 31,
1994 and 1995, and the results of their consolidated operations and their
consolidated cash flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles.

GRANT THORNTON LLP

Detroit, Michigan
July 26, 1996

The foregoing report of independent certified public accountants is in the form
which will be signed upon consummation of the transaction described in Note 1 to
the financial statements.

GRANT THORNTON LLP

Detroit, Michigan
July 26, 1996

F-2
<PAGE> 52

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------- JUNE 30,
1994 1995 1996
------ ------ -----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents...................................... $ 215 $ 455 $ 115
Accounts receivable (net of allowance for doubtful accounts of
$49,000 as of December 31, 1994; $279,000 as of December 31,
1995; and $208,000 as of June 30, 1996)..................... 4,112 5,811 7,551
Prepaid expenses and other current assets...................... 115 154 205
------ ------ ------
Total current assets...................................... 4,442 6,420 7,871
Property and equipment, net...................................... 630 985 1,260
------ ------ ------
Total Assets.............................................. $5,072 $7,405 $ 9,131
====== ====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Lines of credit................................................ $ -- $ 50 $ 680
Accounts payable............................................... 821 1,118 1,046
Accrued liabilities
Payroll and withholding taxes............................... 1,162 1,736 1,214
Commissions................................................. 419 502 461
Profit sharing.............................................. 235 482 762
Bonuses..................................................... 149 281 2,689
Deferred revenue................................................. 696 638 112
Note payable to stockholder...................................... 5 156 73
Income tax payable............................................... -- -- 30
------ ------ ------
Total current liabilities................................. 3,487 4,963 7,067
Deferred income taxes............................................ -- 133 116
Deferred bonuses................................................. -- 448 593
Commitments (Note 8)............................................. -- -- --
Stockholders' equity
Preferred stock; authorized, 1,000,000 shares of $.01 par
value; no shares issued or outstanding...................... -- -- --
Common stock; authorized, 30,000,000 shares of $.01 par value;
issued and outstanding, 4,058,243 in 1994, 4,777,985 in 1995
and 1996.................................................... 41 48 48
Additional paid-in capital..................................... 54 1,036 1,036
Retained earnings.............................................. 1,490 1,506 999
Stockholders' notes receivable................................. -- (729) (728)
------ ------ ------
Total stockholders' equity................................ 1,585 1,861 1,355
------ ------ ------
Total Liabilities and Stockholders' Equity................ $5,072 $7,405 $ 9,131
====== ====== ======
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-3
<PAGE> 53

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------- -------------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Revenues................................... $15,559 $19,234 $25,906 $11,921 $16,547
Costs and expenses
Cost of services......................... 6,802 8,505 12,008 5,552 8,197
Selling, general and administrative
expenses.............................. 6,200 8,223 10,045 4,672 6,250
Executive compensation expense........... 1,931 2,445 3,730 1,766 2,600
------- ------- ------- ------- -------
Total costs and expenses............ 14,933 19,173 25,783 11,990 17,047
------- ------- ------- ------- -------
Earnings (loss) from operations..... 626 61 123 (69) (500)
Interest expense........................... 18 16 16 9 22
Other (income) expense..................... 4 (44) (74) (30) (28)
------- ------- ------- ------- -------
Earnings (loss) before income
taxes............................ 604 89 181 (48) (494)
Income taxes............................... -- -- 165 100 13
------- ------- ------- ------- -------
Net earnings (loss)................. $ 604 $ 89 $ 16 $ (148) $ (507)
======= ======= ======= ======= =======
Pro forma earnings data (unaudited)
Earnings (loss) before income taxes,
as reported........................... $ 181 $ (494)
Adjustment for executive compensation
expense............................... 2,670 2,070
------- -------
Pro forma earnings before income taxes... 2,851 1,576
Pro forma income tax expense............. 1,215 625
------- -------
Pro forma net earnings................... $ 1,636 $ 951
======= =======
Pro forma net earnings per share......... $ 0.36 $ 0.20
======= =======
Pro forma weighted average number of
common and common equivalent shares
outstanding........................... 4,607 4,822
======= =======
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-4
<PAGE> 54

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL STOCKHOLDERS'
---------------- PAID-IN RETAINED NOTES
SHARES AMOUNT CAPITAL EARNINGS RECEIVABLE TOTAL
------ ------ ---------- -------- ------------- ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1993............. 3,733 $ 35 $ -- $ 797 $ -- $ 832
Issuance of common stock............... 325 6 54 -- -- 60
Net earnings........................... -- -- -- 604 -- 604
------ ------ -------- ------- --------- ------
Balance at December 31, 1993........... 4,058 41 54 1,401 -- 1,496
Net earnings........................... -- -- -- 89 -- 89
------ ------ -------- ------- --------- ------
Balance at December 31, 1994........... 4,058 41 54 1,490 -- 1,585
Net earnings........................... -- -- -- 16 -- 16
Issuance of common stock............... 720 7 982 -- (764) 225
Payment on stockholders' notes
receivable........................... -- -- -- -- 35 35
------ ------ -------- ------- --------- ------
Balance at December 31, 1995........... 4,778 48 1,036 1,506 (729) 1,861
Net loss (unaudited)................... -- -- -- (507) -- (507)
Payment on stockholders' notes
receivable (unaudited)............... -- -- -- -- 1 1
------ ------ -------- ------- --------- ------
Balance at June 30, 1996 (unaudited)... 4,778 $ 48 $1,036 $ 999 $(728) $1,355
===== ====== ======= ====== ========= ======
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-5
<PAGE> 55

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
----------------------- ---------------
1993 1994 1995 1995 1996
----- ----- ------- ----- -------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities
Net earnings (loss)................................. $ 604 $ 89 $ 16 $(148) $ (507)
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities
Depreciation..................................... 237 287 405 139 204
Non-cash compensation............................ -- -- 225 225 --
Bad debt expense (recoveries).................... (10) 9 230 97 59
Loss on sale of assets........................... 32 15 47 -- --
Deferred income taxes............................ -- -- 133 80 (17)
Changes in operating assets and liabilities:
Accounts receivable............................ (739) (825) (1,929) (871) (1,799)
Prepaid expenses and other current assets...... 53 (14) (39) (34) (51)
Accounts payable............................... 70 234 297 (178) (72)
Accrued liabilities............................ 351 484 1,484 957 2,270
Deferred revenue............................... (308) 544 (58) (159) (526)
Income taxes payable........................... -- -- -- -- 30
----- ----- ------- ----- -------
Net cash provided by (used in) operating
activities................................ 290 823 811 108 (409)
Cash flows from investing activities:
Purchases of property and equipment................. (357) (353) (807) (250) (479)
----- ----- ------- ----- -------
Net cash (used in) investing activities..... (357) (353) (807) (250) (479)
Cash flows from financing activities:
(Repayment of) proceeds from lines of credit, net... (15) (340) 50 -- 630
Proceeds from notes payable to stockholder.......... 5 -- 200 -- --
Repayment of note payable to stockholder............ -- -- (49) -- (83)
Proceeds from issuance of common stock.............. 60 -- -- -- --
Principal payments on stockholders' notes
receivable....................................... -- -- 35 -- 1
----- ----- ------- ----- -------
Net cash provided by (used in) financing
activities................................ 50 (340) 236 -- 548
----- ----- ------- ----- -------
Net (decrease) increase in cash....................... (17) 130 240 (142) (340)
Cash and cash equivalents, beginning of period........ 102 85 215 215 455
----- ----- ------- ----- -------
Cash and cash equivalents, end of period.............. $ 85 $ 215 $ 455 $ 73 $ 115
===== ===== ======= ===== =======
Supplemental disclosure of cash flow information:
Interest............................................ $ 18 $ 16 $ 16 $ 9 $ 12
Income taxes........................................ -- -- 40 20 12
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-6
<PAGE> 56

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(TABULAR AMOUNTS ARE IN THOUSANDS)

1. SUMMARY OF ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Superior Consultant Holdings Corporation, a newly-formed holding company, and
its subsidiaries, Superior Consultant Company, Inc. ("Superior") and Unitive
Corporation ("Unitive"), collectively referred to as the "Company". Superior is
a leading healthcare consulting firm that provides a wide range of information
technology consulting and strategic and operations management consulting
services to a broad cross-section of healthcare industry participants and
healthcare information system vendors. Unitive assists clients to develop,
design, implement and maintain groupware and intranet and internet information
systems and solutions, principally using Lotus Notes. The Company operates in
one business segment.

Historically, both Superior and Unitive were majority-owned by an
individual. In connection with a proposed public offering of common stock, the
companies intend to enter into and consummate a corporate reorganization,
whereby Superior and Unitive will become wholly-owned operating subsidiaries of
Superior Consultant Holdings Corporation. Superior Consultant Holdings
Corporation was incorporated in Delaware on August 14, 1996. Superior Consultant
Holdings Corporation's articles of incorporation authorize the issuance of up to
30 million shares of $.01 par value common stock plus up to 1 million shares of
$.01 par value preferred stock. Immediately preceding the reorganization, 54,500
shares of common stock will be issued upon exercise of currently outstanding
options, and the 4,172,147 and 71,250 shares of Superior's and Unitive's then
outstanding common stock, respectively, will be exchanged for 4,450,353 and
385,759 shares, respectively, of common stock in Superior Consultant Holdings
Corporation. This transaction will be accounted for as a reorganization of
entities under common control and accounted for in a manner similar to a pooling
of interests. The accompanying consolidated financial statements and footnotes
and all share amounts included therein, give effect to the reorganization.

Interim Financial Data

The consolidated financial statements and related notes thereto as of June
30, 1996 and for the six months ended June 30, 1995 and 1996 are unaudited. The
information reflects all adjustments, consisting only of normal recurring
entries, that, in the opinion of management, are necessary to present fairly the
financial position, results of operations and cash flows of the Company for the
periods indicated. Results of operations for the interim periods are not
necessarily indicative of the results of operations for the full fiscal year.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. The Company uses accelerated
methods for depreciation based on useful lives ranging from 3 to 10 years.
Expenditures for major renewals and improvements that extend the useful life of
property and equipment are capitalized. Expenditures for maintenance and repairs
are charged to expense as incurred.

F-7
<PAGE> 57

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(TABULAR AMOUNTS ARE IN THOUSANDS)

1. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Income Taxes

Superior is currently taxed under Subchapter S of the Internal Revenue
Code. In addition, through December 31, 1994, Unitive had also elected to be
taxed under Subchapter S. As a result of the elections, federal income taxes are
payable personally by the current stockholders. Accordingly, the 1993 and 1994
consolidated statements of operations do not include a provision for federal
income taxes, and the 1995 and 1996 statements of operations include a provision
for federal income taxes only for Unitive.

The Subchapter S election of Superior will be terminated prior to the
closing of the proposed initial public offering of common stock. Accordingly, a
pro forma provision for income taxes is presented as if the Company was taxed as
a C Corporation for the year ended December 31, 1995 and six months ended June
30, 1996.

Taxes on earnings, including pro forma calculations and the impact of
deferred income taxes as a result of termination of the Subchapter S election,
are accounted for under the liability method pursuant to Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."

Deferred Bonus

Of the non-current deferred bonuses, approximately $448,000 are payable no
later than March 1999, and approximately $145,000 are payable no later than
March 2000, subject to and contingent upon employees' continued employment on
those dates.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

Management believes the fair value of financial instruments approximates
their carrying amounts. The carrying value of the cash and cash equivalents
approximates their estimated fair values based upon quoted market prices.
Management believes the fair value of notes payable and stockholders' notes
receivable approximate their carrying values based on current rates for
instruments with similar characteristics.

Revenue Recognition

The Company recognizes professional revenues as services are performed for
projects billed on a time and materials basis. On fixed-fee projects, the
Company recognizes revenue using the percentage of completion basis. Deferred
revenue represents collections made in advance of services being performed.

New Accounting Pronouncements

Statement of Financial Accounting Standards No. 121 ("SFAS 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," issued in March 1995, requires that

F-8
<PAGE> 58

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(TABULAR AMOUNTS ARE IN THOUSANDS)

1. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

long-lived assets and certain identifiable intangibles that are used in
operations be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of assets might not be
recoverable. Adoption of this Statement is required for fiscal years beginning
after December 15, 1995. The Company does not expect the effect of SFAS 121 to
be material.

Statement of Financial Accounting Standards No. 123 ("SFAS 123"),
"Accounting for Stock-Based Compensation," issued in October 1995, establishes
accounting and reporting standards for stock-based compensation plans. Adoption
of this Statement is required for fiscal years beginning after December 15,
1995. As permitted under the provisions of this Statement, the Company has
elected to continue the use of APB Opinion No. 25 to measure compensation costs
for employee stock-based compensation. For stock-based compensation that may be
issued to non-employees, the Company does not expect the effect of SFAS 123 to
be material.

2. ALLOWANCE FOR DOUBTFUL ACCOUNTS

A summary of activity in connection with the allowance for doubtful
accounts follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
Allowance for doubtful accounts at beginning of year............... $ 50 $40 $ 49
Charged (credited) to bad debt expense............................. (10) 9 230
---- --- ----
Allowance for doubtful accounts at end of year..................... $ 40 $49 $279
==== === ====
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1994 1995 1996
------------ ------------ -----------
(UNAUDITED)
<S> <C> <C> <C>
Office equipment..................................... $ 244 $ 338 $ 351
Computer equipment................................... 837 1,275 1,737
Office machines...................................... 346 499 504
------ ------- -------
1,427 2,112..... 2,592
Less: accumulated depreciation.................. (797) (1,127) (1,332)
------ ------- -------
Property and equipment -- net........................ $ 630 $ 985 $ 1,260
====== ======= =======
</TABLE>

4. LINES OF CREDIT

Superior has a line of credit with a bank which allows borrowings up to
$2.5 million, due on demand, with no scheduled maturity date. Borrowings bear
interest at 0.5% above the bank's prime rate (effective rate of 9.0% at December
31, 1995) and are collateralized by Superior's accounts receivable. At December
31, 1994 and 1995, there were no amounts outstanding on this line. At June 30,
1996, $425,000 was outstanding on this line.

F-9
<PAGE> 59

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(TABULAR AMOUNTS ARE IN THOUSANDS)

4. LINES OF CREDIT (CONTINUED)
Unitive has a line of credit with a bank which allows the Company to borrow
up to $500,000, due on demand, with no scheduled maturity date. Borrowings bear
interest at 0.5% above the bank's prime rate (effective rate of 9.0% at December
31, 1995) and are collateralized by all assets of Unitive. At December 31, 1995
and June 30, 1996, $50,000 and $255,000 were outstanding, respectively.

5. ACCRUED BONUSES

Accrued bonuses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, JUNE 30,
1994 1995 1996
------------ ------------ --------
<S> <C> <C> <C>
Performance bonuses
Payable to stockholders............................ $ -- $403 $ 766
Payable to all other employees..................... 149 326 894
1996 estimated S Corporation earnings to be paid as
bonuses to stockholders............................ -- -- 1,622
---- ---- ------
$149 $729 $3,282
==== ==== ======
</TABLE>

As of the closing of the offering, the Company will have paid to the
existing stockholders, as bonuses, all estimated S Corporation earnings that
will be includable in the taxable income of the existing stockholders, as well
as their portion of performance bonuses.

6. STOCKHOLDERS' EQUITY

Stock Transfer Restriction Agreements

Superior, Unitive and its minority stockholders have entered into Stock
Transfer Restriction Agreements. The agreements restrict the ability of minority
stockholders to transfer their shares of stock and outlines circumstances under
which shares may be repurchased by the companies or their majority stockholder.
The price at which shares are to be repurchased is defined by a formula in the
agreements. Such agreements will terminate upon the reorganization described in
Note 1.

Stock Option Plan

In June 1987, Superior adopted the 1987 Key Employees' Stock Option Plan
(the Stock Plan) under which incentive and non-statutory stock options to
acquire shares of Superior's common stock may be granted to officers and other
employees. The Stock Plan is administered by the Board of Directors and permits
the issuance of options for up to 1,600,025 shares of common stock. Effective
January 1, 1993, the exercise price shall be the estimated fair market value per
share as determined by the Board of Directors at the time the option is granted.
Options are exercisable not sooner than the date of and immediately prior to (1)
any sale of all or substantially all of Superior's stock or assets or a merger
into an acquiring entity or (2) the initial public offering of common stock, if
any, and terminate if not exercised upon the occurrence of these events. As of
December 31, 1995, Superior had granted 58,127 options to key management and
members of the Board of

F-10
<PAGE> 60

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(TABULAR AMOUNTS ARE IN THOUSANDS)

6. STOCKHOLDERS' EQUITY (CONTINUED)

Directors. Of these options, none were exercised as of December 31, 1995. The
following table summarizes the changes in the number of common shares under
stock options granted pursuant to the Stock Plan.

<TABLE>
<CAPTION>
RANGE OF
EXERCISE
SHARES PRICES
------ --------------
<S> <C> <C>
Number of options outstanding at January 1, 1993...................... 640 $0.21 to $4.12
Granted during the year............................................... 119 2.81
Canceled during the year.............................................. (43) 0.39 to 4.12
-----
---
Number of options at December 31, 1993................................ 716 0.21 to 4.12
Canceled during the year.............................................. (2) 2.81
-----
---
Number of options outstanding at December 31, 1994.................... 714 0.21 to 4.12
Canceled during the year.............................................. (656) 0.21 to 3.79
-----
---
Number of options outstanding at December 31, 1995 and
June 30, 1996 (unaudited)........................................... 58 0.39 to 4.12
========
</TABLE>

Supplemental Net Earnings and Net Earnings Per Share

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1995 JUNE 30, 1996
----------------- ----------------
<S> <C> <C>
Supplemental net earnings..................... $ 1,647 $ 968
====== ======
Supplemental net earnings per share........... $ 0.35 $ 0.20
====== ======
Weighted average number of common and common
equivalent shares outstanding............... 4,656 4,871
====== ======
</TABLE>

Supplemental net earnings represents pro forma net earnings adjusted for
the elimination of interest expense associated with the repayment of
approximately $680,000 in debt under lines of credit in conjunction with the
Company's initial public offering.

Supplemental net earnings per share has been computed by dividing
supplemental net earnings by the weighted average number of common and common
equivalent shares outstanding during the period used in the pro forma net
earnings per share and the assumed issuance of 48,571 shares of common stock by
the Company which would be necessary to generate gross proceeds sufficient to
repay the $680,000 in debt outstanding at June 30, 1996 in conjunction with the
Company's initial public offering.

F-11
<PAGE> 61

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(TABULAR AMOUNTS ARE IN THOUSANDS)

7. INCOME TAXES

The historical income tax provision (for Unitive) consists of the
following:

<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, 1995 JUNE 30, 1996
----------------- -------------
<S> <C> <C>
Historical federal income taxes
Currently payable............................... $ 32 $ 30
Deferred........................................ 133 (17)
---- ----
$ 165 $ 13
==== ====
</TABLE>

Deferred income taxes are due to the difference between use of the cash
basis for tax reporting through December 31, 1995 and the accrual basis used for
financial reporting.

A reconciliation of the provision for income taxes follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, SIX MONTHS ENDED JUNE 30,
----------------- --------------------------
1995 1996
1995 PRO FORMA 1995 1996 PRO FORMA
---- --------- ---- ----- ---------
<S> <C> <C> <C> <C> <C>
Expected expense at the statutory
rate............................... $ 62 $ 969 $(17) $(168) $ 536
Effect of Superior's S Corporation
election........................... 83 -- 103 170 --
Permanent differences; expenses
recognized for book, not tax....... 20 119 14 11 25
State income taxes................... -- 127 -- -- 64
---- ------ ---- --- ----
Total income taxes.............. $165 $ 1,215 $100 $ 13 $ 625
==== ====== ==== === ====
</TABLE>

Prior to the closing of the initial public offering, Superior will
terminate its Subchapter S election and become a C Corporation. The C
Corporation will assume the tax basis of the assets and liabilities of the
terminated S Corporation. In connection with Superior's termination of its S
Corporation status, the Company will record deferred income taxes of
approximately $250,000 in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes."

The composition of the $250,000 is as follows:

<TABLE>
<S> <C>
Deferred tax assets:
Compensation expense................................................ $565
Allowance for bad debts............................................. 79
Deferred Revenue.................................................... 68
----
712
Deferred tax liability:
Change from cash to accrual basis of tax accounting for Superior
effective January 1, 1996........................................ 962
----
Net deferred tax liability............................................ $250
====
</TABLE>

F-12
<PAGE> 62

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(TABULAR AMOUNTS ARE IN THOUSANDS)

8. PROFIT-SHARING PLAN

The Company has a profit-sharing plan (the Plan) which qualifies under
Section 401(k) of the Internal Revenue Code. Eligible employees may contribute
up to the maximum allowable under tax regulations. Company contributions are
fully discretionary. Profit sharing expense was $235,000, $235,000, $450,000,
$137,000, and $280,000 for the years ended December 31, 1993, 1994, 1995 and six
months ended June 30, 1995 and 1996, respectively. The $450,000 accrued as of
December 31, 1995 was paid subsequent to June 30, 1996.

9. COMMITMENTS

The Company leases its office facilities, certain equipment and vehicles
under lease agreements classified as operating leases. Future minimum lease
payments under such noncancelable operating leases are summarized as follows:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31:
--------------------------------------------------------------
<S> <C>
1996.......................................................... $ 281
1997.......................................................... 475
1998.......................................................... 436
1999.......................................................... 398
2000.......................................................... 346
Thereafter.................................................... 922
----
Total future minimum lease payments........................... $2,858
====
</TABLE>

Rent expense amounted to $273,000, $298,000, $356,000, $138,000, and
$161,000 for the years ended December 31, 1993, 1994, 1995 and the six months
ended June 30, 1995 and 1996, respectively, and has been included in selling,
general and administrative expenses in the accompanying statements of
operations.

10. RELATED PARTY TRANSACTIONS

The Company has an unsecured note payable to the trust of the majority
stockholder which matures in August 1996, and bears interest at 8.75% per annum.
This note is subordinated to the lines of credit (Note 4). Interest expense on
this note was approximately $4,000 for the year ended December 31, 1995 and
approximately $9,600 for the six months ended June 30, 1996.

During 1995, Superior issued 658,833 shares of its common stock to two
stockholders in exchange for two promissory notes totaling $750,000, and the
cancellation of outstanding stock options. The notes bear interest at 7.7% per
annum and require annual payments totaling $75,000. Interest income on these
notes totaled approximately $40,000 for the year ended December 31, 1995 and
$7,000 and $17,500 for the six months ended June 30, 1995 and 1996,
respectively. The Company has recorded compensation expense and a related
increase to additional paid-in capital of $225,000 for the year ended December
31, 1995 representing the difference between the estimated market value of the
common stock at the date of issuance and its selling price. The estimated market
value of the common stock was based on the amount of a bona fide offer from an
unrelated third party to purchase Superior near the date of the issuance of such
shares.

F-13
<PAGE> 63

SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 AND
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1996 (UNAUDITED)
(TABULAR AMOUNTS ARE IN THOUSANDS)

11. MAJOR CUSTOMERS

During the years ended December 31, 1993, 1995 and for the six months ended
June 30, 1995 and 1996, the Company derived approximately 12%, 13%, 14%, and
10%, respectively, of its revenues from a single customer (not the same customer
every period). During the year ended December 31, 1994, the Company derived
approximately 39% of its revenues from three customers, with each customer
providing over 10% of revenues. As of December 31, 1994, 1995 and June 30, 1996,
accounts receivable from a single customer comprised 11%, 15% and 14% of total
assets, respectively. The loss of a major customer or the uncollectibility of
related accounts receivable could have a material adverse impact on the
Company's financial condition and results of operations.

12. SUBSEQUENT EVENT

Conditioned upon the effectiveness of the reorganization Superior intends
to terminate its 1987 Stock Option Plan and the Company intends to adopt its
Long-Term Incentive Plan. Pursuant to the Long-Term Incentive Plan, a maximum of
900,000 shares of common stock will be initially authorized for the granting of
incentive, nonstatutory or formula options. The options will have exercise
prices based upon the then current market value of the common stock.

13. PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS (UNAUDITED)

The following pro forma adjustments have been made to the historical
results of operations to make the presentations more comparable in relation to
future periods.

(a) For the year ended December 31, 1995 and six months ended June 30,
1996, elimination of executive compensation expense (including bonuses) in
excess of the amount that would have been paid had the compensation limiting
agreements, which will become effective as of the closing date of the public
offering, for the majority stockholder and two other executive officers, been
effective throughout such periods.

(b) Computation of federal income taxes assuming effective tax rates of
42.6% and 39.6% for the year ended December 31, 1995 and six months ended June
30, 1996, respectively, which would have been recorded had Superior been a C
Corporation and after eliminating the executive compensation expense in (a).

Pro forma net earnings per share for the year ended December 31, 1995 and
six months ended June 30, 1996 is based on 4,607,055 and 4,821,991 shares of
common stock outstanding, respectively, after giving effect to the transactions
discussed in Note 1.

F-14
<PAGE> 64

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

NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANYTIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary...................... 3
Risk Factors............................ 6
Use of Proceeds......................... 12
S Corporation Termination............... 12
Dividend Policy......................... 12
Capitalization.......................... 13
Dilution................................ 14
Selected Consolidated Financial and
Operating Data........................ 15
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 16
Business................................ 22
Management.............................. 35
Certain Transactions.................... 41
Principal and Selling Stockholders...... 42
Description of Capital Stock............ 43
Shares Eligible for Future Sale......... 45
Underwriting............................ 47
Legal Matters........................... 48
Experts................................. 48
Index to Consolidated Financial
Statements............................ F-1
</TABLE>

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

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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

2,150,000 SHARES

SUPERIOR LOGO

SUPERIOR CONSULTANT
HOLDINGS CORPORATION

COMMON STOCK
------------------
PROSPECTUS
, 1996
------------------
WILLIAM BLAIR & COMPANY
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

JEFFERIES & COMPANY, INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 65

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of the Common Stock being registered hereby. All the amounts shown
are estimated, except the SEC registration fee, the NASD filing fee and the
Nasdaq National Market listing fee.

<TABLE>
<S> <C>
SEC registration fee............................................... $ 12,789
NASD filing fee.................................................... 4,209
Nasdaq National Market listing fee................................. 19,487
Blue Sky filing fees and expenses.................................. 10,000
Printing expenses.................................................. 125,000
Legal fees and expenses............................................ 175,000
Auditors' accounting fees and expenses............................. 125,000
Transfer Agent and Registrar fees and expenses..................... *
Miscellaneous expenses............................................. *
--------
Total......................................................... $600,000
========
</TABLE>

- -------------------------
* To be supplied by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is a Delaware corporation, subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL"). Section 145 of the DGCL empowers a Delaware corporation
to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened because
such person is or was a director, officer, employee or agent of the corporation
or was serving as such with respect to another corporation or other entity at
the request of such corporation.

In accordance with Section 102(b)(7) of the DGCL, Article XIII of the
Company's Amended and Restated Certificate of Incorporation provides that "no
director of the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability except for
liability: (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by an amended DGCL. Any
repeal or modification of this Article XIII by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification."

The Company's Certificate of Incorporation and By-Laws contain provisions
that require the Company to indemnify its directors and officers to the fullest
extent permitted by Delaware law.

The Company has entered into indemnification agreements with each of its
executive officers and directors in which the Company agrees to indemnify and
hold harmless the officer or director to the fullest extent permitted by
applicable law against any and all attorneys' fees and all other expense, cost,
liability and loss (including a mandatory obligation by the Company to advance
reimbursement of legal fees and expenses) paid or incurred by such officer or
director or on his or her behalf in connection with any threatened, pending

II-1
<PAGE> 66

or completed action, suit or proceeding, or any inquiry or investigation not
initiated by the officer or director that he or she believes in good faith might
lead to a proceeding, inquiry or investigation (a "Proceeding"), relating to the
fact that the officer or director is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of any action or inaction by the officer or director in such capacity.
However, the Company's obligation to indemnify the officer or director is
subject to a determination by: (i) the Company's Board of Directors, by vote of
the majority of disinterested directors, or such person or body appointed by the
Board of Directors who is a disinterested party; (ii) under certain
circumstances, independent legal counsel appointed by the Board of Directors in
a written opinion; or (iii) a court of competent jurisdiction in a final,
nonappealable adjudication, that the officer or director acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal Proceeding, the
officer or director acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and with
respect to any criminal Proceeding, the officer or director had no reasonable
cause to believe that his or her conduct was unlawful.

The Underwriting Agreement (Exhibit 1.1 hereto) provides for
indemnification by the underwriters of the Company and its directors and
executive officers in the offering of the Common Stock registered hereby, and
each person, if any, who controls the Company, for certain liabilities,
including liabilities arising under the Securities Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following information relates to securities of the Company issued or
sold within the past three (3) years.

1. On April 20, 1995, Superior issued and sold an aggregate of 617,637
shares of its Common Stock to two of its employees for aggregate
consideration of $750,000 ($225,000 of which constituted compensation).

2. On April 20, 1995, Unitive issued and sold an aggregate of 11,250
shares of Common Stock to certain employees and directors of the Company
for aggregate consideration of $14,062.50.

3. Prior to the consummation of the Offering, the Registrant will
acquire all of the outstanding shares of the Superior and Unitive by way of
two reverse triangular mergers, pursuant to which approximately 1.07 shares
of Common Stock of the Registrant will be issued for each share of Common
Stock of Superior and approximately 5.41 shares of Common Stock of the
Registrant will be issued for each share of Common Stock of Unitive.

No underwriters were engaged in connection with the foregoing sales of
securities. Such sales were made in reliance upon the exemption from
registration set forth in Section 4(2) of the Securities Act for transactions
not involving a public offering.

II-2
<PAGE> 67

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement*
2.1 Merger Agreement -- Superior
2.2 Merger Agreement -- Unitive*
3.1 Form of Amended and Restated Certificate of Incorporation of the Company
3.2 Form of By-Laws of the Company
4.1 Specimen Common Stock certificate*
5.1 Opinion of Sachnoff & Weaver, Ltd.*
10.1 Form of Indemnification Agreement between the Company and each of its directors and
officers
10.2 Form of Long-Term Incentive Compensation Plan
10.3 Lease dated March 21, 1996 between PMTC Limited Partnership and Superior.**
10.4 Form of Tax Indemnification Agreement
10.5 Employment Agreement dated December 11, 1995, between Superior Consultant Company,
Inc. and Charles O. Bracken, and related 1996 Executive Vice President Bonus Plan
10.6 Employment Agreement dated December 8, 1995, between Superior Consultant Company,
Inc. and Robert R. Tashiro, and related 1996 Vice President Bonus Plan
10.7 Employment Agreement dated December 27, 1995, between Superior Consultant Company,
Inc. and James T. House, and related 1996 Vice President Bonus Plan
10.8 Employment Agreement dated July 26, 1996, between Unitive Corporation and Kenneth
Boone
10.9 Form of Amendment to Employment Agreement between Superior Consultant Company, Inc.
and Robert R. Tashiro
10.10 Form of Amendment to Employment Agreement between Superior Consultant Company, Inc.
and Charles O. Bracken
10.11 Form of Compensation Agreement between Superior Consultant Holdings Corporation and
Richard D. Helppie, Jr.
10.12 Promissory Note dated April 20, 1995, executed by Charles O. Bracken in favor of
Superior Consultant Company, Inc.
10.13 Pledge Agreement dated April 20, 1995, between Charles O. Bracken and Superior
Consultant Company, Inc.
10.14 Promissory Note dated April 20, 1995, executed by Robert R. Tashiro in favor of
Superior Consultant Company, Inc.
10.15 Pledge Agreement dated April 20, 1995 between Superior Consultant Company, Inc. and
Robert R. Tashiro
21.1 Subsidiaries of Superior Consultant Holdings Corporation**
23.1 Consent of Grant Thornton LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (to be included in Exhibit 5.1)
24.1 Power of Attorney**
27.1 Financial Data Schedule**
</TABLE>

- -------------------------
* To be supplied by amendment.

** Previously filed.

II-3
<PAGE> 68

(b) Financial Statement Schedule(s).

None.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. If a
claim for indemnification against such liability (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The Company hereby undertakes that:

(1) The undersigned will provide the underwriters at the closing
specified in the underwriting agreement certificates in such denominations
and registered in such names as required by the underwriters to permit
prompt delivery to each purchaser.

(2) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it is declared effective.

(3) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE> 69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Southfield, State of
Michigan, on September 20, 1996.

SUPERIOR CONSULTANT, INC.

By: /s/ RICHARD D. HELPPIE, JR.
--------------------------------------
Richard D. Helppie, Jr.
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 20th day of September, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RICHARD D. HELPPIE, JR. President, Chief Executive Officer
- --------------------------------------------- (Principal Executive Officer) and Director
Richard D. Helppie, Jr.

/s/ JAMES T. HOUSE (Principal Financial and Accounting Officer)
- ---------------------------------------------
James T. House

* Director
- ---------------------------------------------
Reginald M. Ballantyne III

* Director
- ---------------------------------------------
Bernard J. Lachner

* Director
- ---------------------------------------------
Douglas S. Peters

* Director
- ---------------------------------------------
Richard P. Saslow

* Director
- ---------------------------------------------
Donald W. Simborg, M.D.

*By /s/ RICHARD D. HELPPIE, JR.
- ---------------------------------------------
Richard D. Helppie, Jr.

/s/ JAMES T. HOUSE
- ---------------------------------------------
James T. House
Attorneys-in-Fact
</TABLE>

II-5
<PAGE> 70

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- -------------------------------------------------------------------------- ------------
<C> <S> <C>
1.1 Form of Underwriting Agreement*
2.1 Merger Agreement -- Superior
2.2 Merger Agreement -- Unitive*
3.1 Form of Amended and Restated Certificate of Incorporation of the Company
3.2 Form of By-Laws of the Company
4.1 Specimen Common Stock certificate*
5.1 Opinion of Sachnoff & Weaver, Ltd.*
10.1 Form of Indemnification Agreement between the Company and each of its
directors and officers
10.2 Form of Long-Term Incentive Compensation Plan
10.3 Lease dated March 21, 1996 between PMTC Limited Partnership and Superior**
10.4 Form of Tax Indemnification Agreement
10.5 Employment Agreement dated December 11, 1995, between Superior Consultant
Company, Inc. and Charles O. Bracken, and related 1996 Executive Vice
President Bonus Plan
10.6 Employment Agreement dated December 8, 1995, between Superior Consultant
Company, Inc. and Robert R. Tashiro, and related 1996 Vice President Bonus
Plan
10.7 Employment Agreement dated December 27, 1995, between Superior Consultant
Company, Inc. and James T. House, and related 1996 Vice President Bonus
Plan
10.8 Employment Agreement dated July 26, 1996, between Unitive Corporation and
Kenneth Boone
10.9 Form of Amendment to Employment Agreement between Superior Consultant
Company, Inc. and Robert R. Tashiro
10.10 Form of Amendment to Employment Agreement between Superior Consultant
Company, Inc. and Charles O. Bracken
10.11 Form of Compensation Agreement between Superior Consultant Holdings
Corporation and Richard D. Helppie, Jr.
10.12 Promissory Note dated April 20, 1995, executed by Charles O. Bracken in
favor of Superior Consultant Company, Inc.
10.13 Pledge Agreement dated April 20, 1995, between Charles O. Bracken and
Superior Consultant Company, Inc.
10.14 Promissory Note dated April 20, 1995, executed by Robert R. Tashiro in
favor of Superior Consultant Company, Inc.
10.15 Pledge Agreement dated April 20, 1995 between Superior Consultant Company,
Inc. and Robert R. Tashiro
21.1 Subsidiaries of Superior Consultant Holdings Corporation**
23.1 Consent of Grant Thornton LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (to be included in Exhibit 5.1)
24.1 Power of Attorney**
27.1 Financial Data Schedule**
</TABLE>

- -------------------------
* To be supplied by amendment.

** Previously filed.

<PAGE> 1
EXHIBIT 2.1

MERGER AGREEMENT

AMONG

SUPERIOR CONSULTANT COMPANY, INC.,

AND

SUPERIOR ACQUISITION, INC.

AND

SUPERIOR CONSULTANT HOLDINGS CORPORATION

______________ __ , 1996

This Agreement is entered into as of ______________ ___, 1996, by and
among SUPERIOR CONSULTANT HOLDINGS CORPORATION, a Delaware corporation
("ACQUIROR"), SUPERIOR ACQUISITION, INC. a Michigan corporation and a
wholly-owned Subsidiary of the Acquiror ("TRANSITORY SUBSIDIARY"), and SUPERIOR
CONSULTANT COMPANY, INC., a Michigan corporation ("TARGET".) Acquiror,
Transitory Subsidiary, Transitory Subsidiary, and Target are referred to
collectively herein as the "PARTIES".

This Agreement contemplates a transaction in which the Acquiror will
acquire all of the outstanding capital stock of Target through a reverse
subsidiary merger of Transitory Subsidiary with and into Target. The
Shareholders of Target will receive capital stock of Acquiror in exchange for
their capital stock in Target. Immediately after the mergers, the Target
Shareholders shall be the sole shareholders of Acquiror. It is intended that
the merger qualify as a tax-free reorganization pursuant to Code Section
Section 368(a)(1)(A) and 368(a)(2)(E).

Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.

<PAGE> 2

1. Definitions.

"ACQUIROR" has the meaning set forth in the preface above.

"CERTIFICATE OF MERGER" has the meaning set forth in Section 2(c) below.

"CLOSING" has the meaning set forth in Section 2(b) below.

"CLOSING DATE" has the meaning set forth in Section 2(b) below.

"MICHIGAN BUSINESS CORPORATION ACT" means the Michigan Business
Corporation Act, as amended.

"MERGER" has the meaning set forth in Section 2(a)(i) below.

"MERGER EFFECTIVE TIME" has the meaning set forth in Section 2(d)(i)
below.

"PARTY" has the meaning set forth in the preface above.

"PERSON" means an individual, a partnership, a limited liability company,
a corporation, an association, a joint stock company, a trust, a joint venture,
an unincorporated organization, or a governmental entity (or any department,
agency, or political subdivision thereof).

"SUBSIDIARY" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient securities to elect a majority
of the directors.

"TARGET" has the meaning set forth in the preface above.

"TARGET SHARE" means any share of the Common Stock, $__ par value per
share, of Target.

"TARGET SHAREHOLDER" means any Person who or which holds any Target
Shares.

"TRANSITORY SUBSIDIARY" has the meaning set forth in the preface above.

2. Basic Transaction.

(a) The Merger. On and subject to the terms and conditions of this
Agreement, Transitory Subsidiary will merge with and into Target
("MERGER") at the Merger Effective Time. Target shall be the corporation
surviving the Merger.

(b) The Closing. The closing of the transactions contemplated by
this Agreement (the "CLOSING") shall take place at the offices of
Acquiror in

2
<PAGE> 3

Southfield, Michigan, commencing at 9:00 a.m. local time on
such date as the Parties may mutually determine (the "CLOSING DATE").

(c) Actions at the Closing. At the Closing, Target and Transitory
Subsidiary will file with the Secretary of State of the State Michigan a
Certificate of Merger in the form attached hereto as Exhibit A.

(d) Effect of Merger.

(i) General. The Merger shall become effective at the time
Certificate of Merger is filed with the Secretary of State of the
State of Michigan (the "MERGER EFFECTIVE TIME"). The Merger shall
have the effect set forth in the Michigan Business Corporation
Act. The surviving corporation of the Merger may, at any time
after the Merger Effective Time, take any action (including
executing and delivering any document) in the name and on behalf
of either Target or Transitory Subsidiary in order to carry out
and effectuate the transactions contemplated by this Agreement.

(ii) Conversion of Shares. At and as of the Merger Effective
Time, each Target Share shall be converted into the right to
receive _______ Acquiror Shares. After the Effective Time, no
Target Share shall be deemed to be outstanding or to have any
rights other than those set forth above in this Section 2(d)(ii)
and in 2(d)(vii).

(iii) Conversion of Capital Stock of the Transitory
Subsidiary. At and as of the Merger Effective Time, each share of
Common Stock, no par value, of Transitory Subsidiary shall be
converted into one share of Common Stock, $.01 par value per
share, of Target.

(iv) Articles of Incorporation. The Articles of Incorporation
of Transitory Subsidiary in effect at and as of the Merger
Effective Time will remain in effect as the Articles of
Incorporation of the surviving corporation of Merger without any
modification or amendment in Merger.

(v) Bylaws. The Bylaws of Target in effect at and as of the
Merger Effective Time will remain the Bylaws of the surviving
corporation of Merger without any modification or amendment in
Merger.

(vi) Directors and Officers. The directors and officers of
Target in office at and as of the Merger Effective Time will
remain the directors and officers of the surviving corporation
of Merger (retaining their respective positions and terms of
office).

3
<PAGE> 4

(vii) Exchange of Certificates. At the Closing, each Target
Shareholder shall surrender to Acquiror for exchange a certificate
or certificates, duly endorsed in blank or accompanied by duly
executed stock powers, representing all of the Target Shares held
by the Target Shareholder. In exchange therefor, Acquiror shall
issue to the Target Shareholder a certificate or certificates
representing the shares of Acquiror Shares to be issued pursuant
to Section 2(d)(ii). Surrendered certificates shall forthwith be
canceled. Acquiror shall not be obligated to deliver the Acquiror
Shares to which the Target Shareholder is entitled as a result of
Merger until such holder surrenders his certificate or
certificates representing shares of Target Shares for exchange as
provided in this Section 2(d)(vii). Until so surrendered and
exchanged, each such certificate shall represent solely the right
to receive the certificate representing Acquiror Shares to be
issued pursuant to Section 2(d)(ii) into which the shares it
theretofore represented shall have been converted pursuant to
Section 2(d)(ii), and Acquiror shall not be required to issue the
Acquiror Shares to which the Target Shareholder otherwise would be
entitled; provided that procedures allowing for payment against
lost or destroyed certificates upon receipt of customary and
appropriate certifications and indemnities shall be provided.

(viii) Rights of the Target Shareholders. From and after the
Merger Effective Time, the Target Shareholders shall have no
rights with respect to his shares of Target Shares other than the
right to surrender the certificate or certificates representing
such shares for exchange pursuant to Section 2(d)(vii)

3. Termination of Agreement. This Agreement shall terminate if the
Certificate of Merger is not filed on or before December 31, 1996.

4. Miscellaneous.

(a) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns; provided, however, that the provisions in
Section 2 above concerning payment of the merger consideration are intended for
the benefit of Target.

(b) Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the Parties and
supersedes any prior understandings, agreements, or representations by or among
the Parties, written or oral, to the extent they related in any way to the
subject matter hereof.

(c) Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Parties named herein and their respective
successors and

4
<PAGE> 5

permitted assigns. No Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior
written approval of the other Parties.

(d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

(e) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF MICHIGAN WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF MICHIGAN OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MICHIGAN.

(g) Amendments and Waivers. The Parties may mutually amend any provision
of this Agreement at any time prior to the Effective Time with the prior
authorization of their respective boards of directors; provided, however, that
any amendment effected subsequent to shareholder approval will be subject to
the restrictions contained in the Michigan Business Corporation Act. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by all of the Parties. No waiver by any Party of
any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

(h) Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

(i) Construction. Any reference to any federal, state, local, or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context otherwise requires. The word
"including" shall mean including without limitation.

(j) Incorporation of Exhibits and Schedules. The Exhibits and Schedules
identified in this Agreement are incorporated herein by reference and made a
part hereof.

*****

5
<PAGE> 6

IN WITNESS WHEREOF, the Parties hereto have executed this Merger Agreement
as of the date first above written.

SUPERIOR CONSULTANT HOLDINGS SUPERIOR ACQUISITION, INC., a Michigan
CORPORATION, a Delaware corporation corporation

By:________________________________ By:________________________________
Its:________________________________ Its:________________________________

SUPERIOR CONSULTANT COMPANY, INC., a
Michigan corporation

By:________________________________
Its:________________________________

<PAGE> 1
EXHIBIT 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SUPERIOR CONSULTANT HOLDINGS CORPORATION

Superior Consultant Holdings Corporation (the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), does hereby certify that
this Amended and Restated Certificate of Incorporation of the Corporation set
forth below has been duly adopted:

ARTICLE I

The name of the corporation is Superior Consultant Holdings Corporation

ARTICLE II

The address of the Corporation's registered office in the State of
Delaware is 32 Lookerman Square, Suite L-100, City of Dover, County of Kent,
State of Delaware 19801. The name of its registered agent at such address is
Prentice Hall Corporation System, Inc.

ARTICLE III

The nature of the business to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

A. The Corporation shall have authority to issue the following classes of
stock, in the number of shares and at the par value as indicated opposite the
name of the class:

NUMBER OF
SHARES PAR VALUE
CLASS AUTHORIZED PER SHARE
Common Stock 30,000,000 $0.01
Preferred Stock 1,000,000 $0.01

<PAGE> 2

B. The designations and the powers, preferences and relative,
participating, optional or other rights of the capital stock and the
qualifications, limitations or restrictions thereof are as follows:

1. Common Stock.

(a) Voting Rights: Except as otherwise required by law or
expressly provided herein, the holders of shares of Common Stock
shall be entitled to one vote per share on each matter submitted to
a vote of the stockholders of the Corporation.

(b) Dividends: Subject to the rights of the holders, if any,
of Preferred Stock, the holders of Common Stock shall be entitled
to receive dividends at such times and in such amounts as may be
determined by the Board of Directors of the Corporation.

(c) Liquidation Rights: In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, after payment or provision for payment of the debts
and other liabilities of the Corporation and the preferential
amounts to which the holders of any outstanding shares of Preferred
Stock shall be entitled upon dissolution, liquidation or winding
up, the assets of the Corporation available for distribution to
stockholders shall be distributed ratably among the holders of the
shares of Common Stock.

2. Preferred Stock.

Preferred Stock may be issued from time to time in one or more series.
Subject to the other provisions of this Amended and Restated Certificate of
Incorporation, the Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of and issue shares of the
Preferred Stock in series, and by filing a certificate pursuant to the laws of
the State of Delaware, to establish from time to time the number of shares to
be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the Common Stock, without a vote of the holders of any
Preferred Stock, or of any series thereof, unless a vote of any such holders is
required pursuant to the certificate or certificates establishing such series
of Preferred Stock.

-2-

<PAGE> 3

ARTICLE V

The name and the mailing address of the sole incorporator is as follows:

Name Mailing Address
---- ---------------

Jody L. Rollenhagen Sachnoff & Weaver, Ltd.
South Wacker Drive
Suite 2900
Chicago, Illinois 60606

ARTICLE VI

The business and affairs of the Corporation shall be managed by or under
the direction of a board of directors consisting of not less than three (3) nor
more than nine (9) directors. The exact number shall be determined from time
to time by resolution adopted by the affirmative vote of a majority of the
directors in office at the time of adoption of such resolution. The directors
shall be divided into three classes, Class I, Class II and Class III. The
initial term of office of the Class I, Class II and Class III directors shall
expire at the annual meeting of stockholders in 1997, 1998 and 1999,
respectively. The number of directors shall be apportioned among the classes
by the Board of Directors so as to maintain the number of directors in each
class as nearly equal as reasonably possible, and any additional director of
any class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining term of
that class. Beginning in 1997, at each annual meeting of stockholders,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term. In no case will a decrease in the
number of directors shorten the term of any incumbent director even though such
decrease may result in an inequality of the classes until the expiration of
such term. A director shall hold office until the annual meeting of the year
in which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement or removal from office. Any director may be removed, with or
without cause, by the holders of a majority of the shares entitled to vote at
an election of directors; provided that no director may be removed without
cause except at the annual meeting at which the term of such director's class
expires. Except as required by law or the provisions of this Amended and
Restated Certificate of Incorporation, all vacancies on the Board of Directors
and newly created directorships shall be filled by the Board of Directors. Any
director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his or her
predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorship shall be governed by the
terms

-3-
<PAGE> 4

of this Certificate of Incorporation and any resolutions of the Board of
Directors applicable thereto, and such directors so elected shall not be
divided into class pursuant to this Article VI. Notwithstanding anything to
the contrary contained in this Certificate of Incorporation, the affirmative
vote of the holders of at least two-thirds of the voting power of the shares
entitled to vote generally in the election of directors shall be required to
amend, alter or repeal, or to adopt any provision inconsistent with, this
Article VI.

ARTICLE VII

Any action required to be taken at any annual or special meeting of the
stockholders, or any other action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

ARTICLE VIII

In furtherance and not in limitation of the power conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the By-Laws of the Corporation.

ARTICLE IX

No stockholder of the Corporation shall by reason of holding shares of any
class of stock have any cumulative voting right.

ARTICLE X

A director of the Corporation shall not, in the absence of fraud, be
disqualified by his or her office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor in the absence of
fraud shall a director of the Corporation be liable to account to the
Corporation for any profit realized by the director from or through any
transaction or contract of the Corporation by reason of the fact that the
director, or any firm of which he or she is a member or any corporation of
which he or she is an officer, director or stockholder, was interested in such
transaction or contract if such transaction or contract either (i) was in
effect prior to the date of this Amended and Restated Certificate of
Incorporation or (ii) has been authorized, approved or ratified in a manner
provided in the DGCL for authorization, approval or

-4-
<PAGE> 5

ratification of transactions or contracts between the Corporation and one or
more of its directors or officers or between the Corporation and any other
corporation, partnership, association or other organization in which one or
more of its directors or officers are directors or officers or have a financial
interest.

ARTICLE XI

Meetings of stockholders may be held within or without the State of
Delaware as the By-Laws may provide. The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors of the Corporation or in the By-Laws of
the Corporation. Election of directors need not be by written ballot unless
the By-Laws of the Corporation so provide.

ARTICLE XII

Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions
of Section 291 of the DGCL or on the application of trustees in dissolution or
of any receiver or receivers appointed for the Corporation under the provisions
of Section 279 of the DGCL order a meeting of the creditors or class of
creditors and/or the stockholders or class of stock of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing two-thirds the value of the creditors or class
of creditors and/or the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement or to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement of the said reorganization
shall, if sanctioned by the Court to which the said application has been made,
be binding on all the creditors or class of creditors and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

ARTICLE XIII

A. Indemnification of Officers and Directors: The Corporation shall:

(a) indemnify, to the fullest extent permitted by the DGCL, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or

-5-
<PAGE> 6

investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, employee benefit plan,
trust or other enterprise, or if such person has previously been
designated for indemnification by the resolution of the Board of
Directors, an employee or agent of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed
to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct
was unlawful; and

(b) indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director or officer of
the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, joint
venture, employee benefit plan, trust or other enterprise, or if such
person has previously been designated for indemnification by the
resolution of the Board of Directors, an employee or agent of the
Corporation, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to
the best interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper; and

(c) indemnify any director or officer, or, if such person has
previously been designated for indemnification by the resolution of the
Board of Directors, an employee or agent of the Corporation against
expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith, to the extent that such director,
officer, employee or agent of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding
referred to in Article XIII.A. (a) and (b), or in defense of any claim,
issue or matter therein; and

-6-
<PAGE> 7

(d) make any indemnification under Article XIII.A. (a) and (b)
(unless ordered by a court) only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because such director, officer,
employee or agent has met the applicable standard of conduct set forth in
Article XIII.A. (a) and (b). Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders of the Corporation; and

(e) pay expenses incurred by a director or officer in defending a
civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such director or officer
is not entitled to be indemnified by the Corporation as authorized in
this Article XIII. Notwithstanding the foregoing, the Corporation shall
not be obligated to pay expenses incurred by a director or officer with
respect to any threatened, pending, or completed claim, suit or action,
whether civil, criminal, administrative, investigative or otherwise
("Proceedings") initiated or brought voluntarily by a director or officer
and not by way of defense (other than Proceedings brought to establish or
enforce a right to indemnification under the provisions of this Article
XIII unless a court of competent jurisdiction determines that each of the
material assertions made by the director or officer in such proceeding
were not made in good faith or were frivolous). The Corporation shall
not be obligated to indemnify the director or offer for any amount paid
in settlement of a Proceeding covered hereby without the prior written
consent of the Corporation to such settlement; and

(f) not deem the indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this
Article XIII exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such director's or officer's official
capacity and as to action in another capacity while holding such office;
and

(g) have the right, authority and power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such
person' s status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the
provisions of this Article XIII; and

-7-
<PAGE> 8

(h) deem the provisions of this Article XIII to be a contract
between the Corporation and each director and officer, or appropriately
designated employee or agent who serves in such capacity at any time
while this Article XIII is in effect and any repeal or modification of
this Article XIII shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore existing
or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon such state of facts. The
provisions of this Article XIII not be deemed to be a contract between
the Corporation and any directors, officers, employees or agents of any
other corporation (the "Second Corporation") which shall merge into or
consolidate with this Corporation when this Corporation shall be the
surviving or resulting Corporation, and any such directors, officers,
employees or agents of the Second Corporation shall be indemnified to the
extent required under the DGCL only at the discretion of the Board of
Directors of this Corporation; and

(i) continue the indemnification and advancement of expenses
provided by, or granted pursuant to, this Article XIII, unless otherwise
provided when authorized or ratified, as to a person who has ceased to be
a director, officer, employee or agent of the Corporation and such rights
shall inure to the benefit of the heirs, executors and administrators of
such a person.

B. Elimination of Certain Liability of Directors: No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, as the same exists or hereafter may be amended,
or (iv) for any transaction from which the director derived an improper
personal benefit. If the DGCL is amended to authorize the further elimination
or limitation of liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by an amended DGCL.
Any repeal or modification of this Article XIII by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

ARTICLE XIV

The Board of Directors of the Corporation may adopt a resolution proposing
to amend, alter, change or repeal any provision contained in this Certificate
of Incorporation, in the manner now or hereafter prescribed by statute.

IN WITNESS WHEREOF, I have hereunto set my hand on September ___, 1996.

__________________________________

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<PAGE> 1
EXHIBIT 3.2

SUPERIOR CONSULTANT HOLDINGS CORPORATION
A DELAWARE CORPORATION

BY-LAWS

ARTICLE
1.

OFFICES

1.1. Registered Office. The registered office shall be in the City of
Dover, County of Kent, State of Delaware.

1.2. Other Offices. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

ARTICLE
2.

MEETINGS OF STOCKHOLDERS

2.1. Place of Meeting. All meetings of the stockholders for the election
of directors shall be held at such place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated by the Board of Directors in the notice of the
meeting or in a duly executed waiver of notice thereof.

2.2. Voting Lists. The officer who has charge of the ledger of the
Corporation shall prepare and make available, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting on such issue, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

<PAGE> 2

2.3. Time of Annual Meeting. Annual meetings of all stockholders shall be
held at such date and time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, at which
stockholders shall elect directors to hold office for the term provided in
Section 3.2 of these By-Laws, and conduct such other business as shall be
considered in accordance with this Section .

At an annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) by or at the
direction of the Board of Directors, or (ii) by any stockholder of the
Corporation who complies with the notice procedures set forth in Section of
these By-Laws, in the time herein provided. For business to be properly
brought before an annual meeting by a stockholder, the stockholders must
deliver written notice to, or mail such written notice so that it is received
by, the secretary of the Corporation, at the principal executive offices of the
Corporation, not less than one hundred twenty (120) nor more than one hundred
fifty (150) days prior to the first anniversary of the date of the
Corporation's consent solicitation or proxy statement released to stockholders
in connection with the previous year's election of directors or meeting of
stockholders, except that if no annual meeting of stockholders or election by
consent was held in the previous year, a proposal shall be received by the
Corporation within ten (10) days after the Corporation has "publicly disclosed"
the date of the meeting in the manner provided in Section 2.3 below. The
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (iv) any material interest of the
stockholder in such business. No matter which is not a proper matter for
stockholder consideration shall be brought before the meeting. For purposes of
these By-Laws, "publicly disclosed" or "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or a comparable national news service or in a document filed
by the Corporation with the Securities and Exchange Commission.

2.4. Notice of Annual Meetings. Written or printed notice stating the
place, day and hour of the meeting, and in the case of a special meeting, the
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than sixty days before
the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or persons calling the meeting, to
each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the stockholder at his address as it appears on the records
of the Corporation, with postage thereon prepaid.

2.5. Director Nominations. Only persons who are nominated in accordance
with the following procedure shall be eligible to serve as directors.
Nominations of persons for election to the Board of Directors of the
Corporation at a meeting of stockholders may be made (i) by or
at the direction of the Board of Directors, or (ii) by any stockholder of the
Corporation entitled to

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<PAGE> 3

vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 2.5. Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to, or mailed and received
by, the secretary of the Corporation at the principal executive offices of the
Corporation not less than one hundred twenty (120) nor more than one hundred
fifty (150) days prior to the meeting; provided, however, that if the
Corporation has not "publicly disclosed" (in the manner provided in the last
sentence of Section 2.3) the date of the meeting at least seventy (70) days
prior to the meeting date, notice may be timely made by a stockholder under
this Section if received by the secretary of the Corporation not later than the
close of business on the tenth day following the day on which the Corporation
"publicly disclosed" the meeting date. Such stockholder's notice shall set
forth (i) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the stockholder giving notice
(A) the name and address, as they appear on the Corporation's books, of such
stockholder, and (B) the class and number of shares of the Corporation which
are beneficially owned by such stockholder. At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
director shall furnish to the secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedure set forth herein.
The presiding officer shall, if the facts so warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the By-Laws, and if such officer should so determine, such
officer shall to declare to the meeting and the defective nomination shall be
disregarded.

2.6. Special Meetings of the Stockholders. Special meetings of all of the
stockholders of the Corporation, may be called only by the Chairman of the
Board; the Board of Directors, pursuant to a resolution approved by a majority
of the Board of Directors; or at the request in writing of stockholders owning
at least fifty percent (50%) of the entire capital stock of the Corporation
issued and outstanding and entitled to vote. The business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice for the meeting transmitted to stockholders.

2.7. Notice of Special Meetings. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given by the secretary of the Corporation
not less than ten (10) nor more than sixty (60) days before the date of the
meeting to each stockholder entitled to vote at such meeting.

2.8. Quorum and Adjournments. The holders of a majority of the voting
power of the stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of

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<PAGE> 4

business, except as otherwise provided by statute or the Corporation's
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any such meeting of the stockholders, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented; provided that
if the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed by the directors for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the adjourned meeting. At such adjourned meeting
at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

2.9. Fixing of Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or
stockholders entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, sixty (60) days. If
the stock transfer books shall be closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders,
such books shall be closed for at least ten (10) days, or in the case of a
merger or consolidation, at least twenty (20) days, immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than sixty (60) days and,
for a meeting of stockholders, not less than ten (10) days, or in the case of a
merger or consolidation, not less than twenty (20) days, immediately preceding
such meeting. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
stockholders.

2.10. Vote Required. When a quorum is present at any meeting of all
stockholders, the affirmative vote of holders of a majority of the voting power
of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which by express provision of law or
of the Certificate of Incorporation requires a different vote, in which case
such express provision shall govern and control the decision of such question.

2.11. Voting Rights. Unless otherwise provided in the Certificate of
Incorporation, each stockholder having voting power shall at every meeting of
the stockholders be entitled to one vote in person or by proxy for each share
of the capital stock having voting power held by such stockholder, but no proxy
shall be voted on after three (3) years from its date, unless the proxy
provides for a longer period. At any meeting of the stockholders, every
stockholder entitled to vote may vote in person or by proxy authorized by an
instrument in writing or by a transmission permitted by law flied in accordance
with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or

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<PAGE> 5

transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used; provided that, such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. All voting,
including the election of directors but except where otherwise required by law,
may be by a voice vote; provided, however, that upon demand by a stockholder
entitled to vote or by his or her proxy, a stock vote shall be taken. Every
stock vote shall be taken by ballots, each of which shall state the name of the
stockholder or proxy voting and such other information as may be required under
the procedure established for the meeting. The Corporation may, and to the
extent required by law, shall, in advance of any meeting of stockholders,
appoint one or more inspectors to act at the meeting and make a written report
thereof. Such inspector may be an officer, director or employee of the
Corporation. The Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting of stockholders, the person presiding at
the meeting may, and to the extent required by law, shall, appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to faithfully
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. Every vote taken by ballots shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.

2.12. Meeting Leadership. The chairman of the board of directors shall
preside at all meetings of the stockholders. In the absence or inability to
act of the chairman, the chief executive officer, the president, the chief
financial officer or an executive vice president (in that order) shall preside,
and in their absence or inability to act another person designated by one of
them shall preside. The chairman of the meeting shall appoint a person who
need not be a stockholder to act as secretary of the meeting.

2.13. Order. Meetings of the stockholders need not be governed by any
prescribed rules of order. The presiding officer's rulings on procedural
matters shall be final. The presiding officer is authorized to impose time
limits on the remarks of individual stockholders and may take such steps as
such officer may deem necessary or appropriate, in his or her sole discretion,
to assure that the business of the meeting is conducted in an orderly manner.

ARTICLE
3.

DIRECTORS

3.1. General Powers. The business of the Corporation shall be managed by
or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not
required by statute, by the Certificate of Incorporation, or by these By-Laws
to be done by the stockholders. Directors need not be residents of the State
of Delaware or stockholders of the Corporation.

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<PAGE> 6

3.2. Election. Directors shall be elected as specified in the Certificate
of Incorporation, and each director elected shall hold office during the term
for which he or she is elected and until his or her successor is elected and
qualified. Any director may be removed, with or without cause, by the holders
of a majority of the shares entitled to vote at an election of directors;
provided, that in the event the Board of Directors is divided into classes, no
Director may be removed without cause except at the annual meeting at which the
term of such Director's class expires.

3.3. Vacancies. Any vacancies occurring in the Board of Directors and
newly created directorships shall be filled as provided in the Certificate of
Incorporation of the Corporation.

3.4. Place of Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors may be
held immediately following the adjournment of the annual meeting of the
stockholders at the same place as such annual meeting and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present. In the event such
meeting is not held at such time and place, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

3.5. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time
be determined by the Board of Directors.

3.6. Special Meetings. Special meetings of the Board of Directors may be
called by the chairman or the chief executive officer on at least one days'
notice to each director, either personally, or by courier, telephone,
facsimile, mail or telegram. Special meetings shall be called by the chairman,
the chief executive officer, the president or the chief financial officer in
like manner and on like notice at the written request of one-half or more of
the directors comprising the Board of Directors stating the purpose or purposes
for which such meeting is requested. Notice of any meeting of the Board of
Directors for which a notice is required may be waived in writing signed by the
person or persons entitled to such notice, whether before or after the time of
such meeting, and such waiver shall be equivalent to the giving of such notice.
Attendance of a director at any such meeting shall constitute a waiver of
notice thereof, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because such meeting is
not lawfully convened. Neither the business to be transacted at nor the
purpose of any meeting of the Board of Directors for which a notice is required
need be specified in the notice, or waiver of notice, of such meeting. The
chairman shall preside at all meetings of the Board of Directors. In the
absence or inability to act of the chairman, the chief executive officer, the
president, the chief financial officer or an executive vice president (in that
order) shall preside, and in their absence or inability to act another director
designated by one of them shall preside.

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<PAGE> 7

3.7. Quorum; No Action on Certain Matters. At all meetings of the Board of
Directors, a majority of the then duly elected directors shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

3.8. Resignations. Any director of the Corporation may resign at any time
by giving written notice to the Board of Directors, the chairman, the chief
executive officer, the president, the chief financial officer or the secretary
of the Corporation. Such resignation shall take effect at the time specified
therein and, unless tendered to take effect upon acceptance thereof, the
acceptance of such resignation shall not be necessary to make it effective.

3.9. Informal Action. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board of Directors or committee, as
the case may be, consent thereto in writing.

3.10. Participation by Conference Telephone. Members of the Board of
Directors, or any committee designated by such board, may participate in a
meeting of such board, or committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to
this subsection shall constitute presence in person at such meeting.

3.11. Presumption of Assent. A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be conclusively presumed to have assented to the action taken
unless his or her dissent shall be entered in the minutes of the meeting or
unless he or she shall file his or her written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

3.12. Compensation. In the discretion of the Board of Directors, the
directors may be paid their expenses, if any, for attendance at each meeting of
the Board of Directors, may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as director, and may be able to
participate in certain benefit plans of the Corporation, including stock option
plans. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for
attending committee meetings.

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<PAGE> 8
ARTICLE

COMMITTEES OF DIRECTORS

4.1. Appointment and Powers. The Board of Directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to
amending the Certificate of Incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance
of shares of stock adopted by the Board of Directors as provided in subsection
(a) of Section 151 of the Delaware General Corporation Law, fix the
designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other
class or classes stock of the Corporation or fix the number of shares of any
series of stock or authorize the increase or decrease of the shares of any
series), and if the resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide, such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.

4.2. Committee Minutes. Each committee shall keep regular minutes of its
meetings and shall file such minutes and all written consents with the
Secretary of the Corporation. Each committee may determine the procedural
rules for meeting and conducing its business and shall act in accordance
therewith, except as otherwise provided herein or required by law. Adequate
provision shall be made for notice to members of all meetings; one-third of the
members shall constitute a quorum unless the committee shall consist of one or
two members, in which event one member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present.
Action may be taken by any committee without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of such committee.

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<PAGE> 9

ARTICLE
5.

NOTICES

5.1. Manner of Notice. Whenever under applicable law or the Certificate of
Incorporation or of these By-Laws, notice is required to be given to any
director or stockholder, unless otherwise provided in the Certificate of
Incorporation or these By-Laws, such notice may be given in writing, delivered
personally or by courier or mail, addressed to such director or stockholder, at
his or her address as it appears on the records of the Corporation, with
freight or postage thereon prepaid. If delivered personally, such notice shall
be deemed delivered upon receipt. If notice is given by courier, such notice
shall be deemed to be delivered one business day following deposit with the
courier. If mailed, such notice shall be deemed to be delivered two days
following deposit in the United States mail. Notice to directors may also be
given by telegram, mailgram, telex or telecopier. If such notice is given by
telegram or mailgram, such notice shall be deemed to be delivered one day
following delivery of the telegram or mailgram to the telegraph company or post
office. If notice is given by telex or telecopier, such notice shall be deemed
to be delivered on the day of transmission if transmitted during the
recipient's normal business hours or one business day following transmission if
transmitted after business hours.

5.2. Waiver. Whenever any notice is required to be given under the
provisions of law or of the Certificate of Incorporation or of these By-Laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

ARTICLE
6.

OFFICERS

6.1. Number and Qualifications. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a chairman of the board, a chief
executive officer, a president, a chief financial officer, and a secretary.
The Board of Directors may also choose additional co-chairman, one or more
vice-presidents, a treasurer, one or more assistant secretaries and assistant
treasurers and such additional officers as the Board of Directors may deem
necessary or appropriate from time to time. Membership on the board shall not
be a prerequisite to the holding of any other office. Any number of offices
may be held by the same person, unless the Certificate of Incorporation or
these By-Laws otherwise provide.

6.2. Election. The Board of Directors at its first meeting after each
annual meeting of stockholders shall elect a chairman of the board, a chief
executive officer, a president, a chief financial officer and a secretary, and
may choose a treasurer, one or more vice-presidents, one or

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<PAGE> 10

more assistant secretaries and assistant treasurers and such other officers as
the Board of Directors shall deem desirable.

6.3. Other Officers and Agents. The Board of Directors may choose such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board of Directors.

6.4. Salaries. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

6.5. Term of Office. The officers of the Corporation shall hold office
until their successors are chosen and qualify or until their earlier
resignation or removal. Any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors. Any vacancy
occurring in any office of the Corporation shall be filled by the Board of
Directors.

6.6. The Chairman of the Board. The chairman of the board shall preside at
all meetings of the stockholders and of the Board of Directors and shall see
that orders and resolutions of the Board of Directors are carried into effect.
The chairman of the board shall perform such duties as may be assigned to him
by the Board of Directors.

6.7. The Chief Executive Officer. The chief executive officer shall be the
principal executive officer of the Corporation and shall, in general, supervise
and control all of the business and affairs of the Corporation, unless
otherwise provided by the Board of Directors. He or she may sign bonds,
mortgages, certificates for shares and all other contracts and documents
whether or not under the seal of the Corporation except in cases where the
signing and execution thereof shall be expressly delegated by law, by the Board
of Directors or by these By-Laws to some other officer or agent of the
Corporation. He or she shall have general powers of supervision and shall be
the final arbiter of all differences between officers of the Corporation and
his or her decision as to any matter affecting the Corporation shall be final
and binding as between the officers of the Corporation subject only to its
Board of Directors.

6.8. The President. In the absence of the chief executive officer, the
president shall perform the duties of the chief executive officer, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the chief executive officer. He or she shall have concurrent power with
the chief executive officer to sign bonds, mortgages, certificates for shares
and other contracts and documents, whether or not under the seal of the
Corporation except in cases where the signing and execution thereof shall be
expressly delegated by law, by the Board of Directors or by these By-Laws to
some other officer or agent of the Corporation. In general, he or she shall
perform all duties incident to the office of president and such other duties as
the chief executive officer or the Board of Directors may from time to time
prescribe.

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<PAGE> 11

6.9. The Chief Financial Officer. The chief financial officer shall be the
principal accounting and financial officer of the Corporation. He or she
shall: (i) have charge of and be responsible for the maintenance of adequate
books of account for the Corporation; (ii) have charge and custody of all funds
and securities of the Corporation, and be responsible therefor and for the
receipt and disbursement thereof; and (iii) perform all the duties incident to
the office of the chief financial officer and such other duties as from time to
time may be assigned to him by the chief executive officer or by the Board of
Directors. If required by the Board of Directors, the chief financial officer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors may determine.

6.10. The Vice-Presidents. In the absence of the president or in the event
of his or her inability or refusal to act, the vice-president (or in the event
there be more than one vice-president, the executive vice-president and then
the other vice-president or vice-presidents) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. The vice-presidents shall perform
such other duties and have such other powers as the chief executive officer or
the Board of Directors may from time to time prescribe.

6.11. The Secretary. The secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He or she shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or the chief executive officer, under whose supervision he
or she shall be. He or she shall have custody of the corporate seal of the
Corporation and he or she, or an assistant secretary, shall have authority
to affix the same to any instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of such assistant
secretary. Any other officer shall also have the authority to affix the seal
of the Corporation and to attest the affixing by his or her signature.

6.12. The Treasurer. In the absence of the chief financial officer or in
the event of his or her inability or refusal to act, the treasurer shall
perform the duties of the chief financial officer, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the chief
financial officer. The treasurer shall perform such other duties and have such
other powers as the chief executive officer or the Board of Directors may from
time to time prescribe.

6.13. The Assistant Secretary. The assistant secretary, or if there be
more than one, the assistant secretaries shall, in the absence of the secretary
or in the event of his or her inability or refusal to act, perform the duties
and exercise the powers of the secretary and shall perform such other duties
and have such other powers as the chief executive officer or the Board of
Directors may from time to time prescribe.

6.14. The Assistant Treasurer. The assistant treasurer, or if there shall
be more than one, the assistant treasurers shall, in the absence of the
treasurer or in the event of his or her

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<PAGE> 12

inability or refusal to act, perform the duties and exercise the powers of
the treasurer and shall perform such other duties and have such other powers as
the chief executive officer or the Board of Directors may from time to time
prescribe.

ARTICLE
7.

CERTIFICATES OF STOCK, TRANSFERS AND RECORD DATES

7.1. Form of Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by, or in the name of the Corporation
by, the chairman of the Board of Directors, the chief executive officer, the
president, the chief financial officer, a vice-president, the treasurer, an
assistant treasurer, the secretary or an assistant secretary of the
Corporation, certifying the number of shares owned by him or her in the
Corporation. If the Corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the powers, designation,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock; provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements, there may be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests,
the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.
Subject to the foregoing, certificates for stock of the Corporation shall be in
such form as the Board of Directors may from time to time prescribe.

7.2. Facsimile Signatures. In addition to the provisions for the use of
facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors.

7.3. Lost Certificates. The Board of Directors or the Corporation's
executive officers may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors or the Corporation's executive officers
may, in its, his or her discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require and/or give the Corporation a bond in such sum as it
may direct as

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<PAGE> 13

indemnifying against any claim that may be made against the Corporation or
its transfer agent or registrar with respect to the certificate alleged to have
been lost, stolen or destroyed.

7.4. Transfers of Stock. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer and evidence of compliance with applicable law, it shall be the duty
of the Corporation to issue a new certificate to the person entitled thereto
cancel the old certificate and record the transaction upon its books.

7.5. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner and to hold liable for
calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by the
laws of Delaware.

ARTICLE
8.

GENERAL PROVISIONS

8.1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the
capital stock or rights to acquire same, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest
of the Corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.

8.2. Checks. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

8.3. Fiscal Year. The fiscal year of the Corporation shall end on the
thirty-first (31st) day of December of each year unless otherwise fixed by
resolution of the Board of Directors.

8.4. Seal. The corporate seal shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise set forth on any document or instrument.

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<PAGE> 14

8.5. Stock in Other Corporations. Shares of any other corporation which
may from time to time be held by this Corporation may be represented and voted
at any meeting of shareholders of such corporation by the chairman of the
board, the chief executive officer, the president, the chief financial officer
or any vice president, or by any proxy appointed in writing by the chairman of
the board, the chief executive officer, the president, the chief financial
officer or any vice-president of the Corporation, or by any other person or
persons thereunto authorized by the Board of Directors. Shares represented by
certificates standing in the name of the Corporation may be endorsed for sale
or transfer in the name of the Corporation by the chairman of the board, the
chief executive officer, the president, the chief financial officer or any
vice-president or by any other officer or officers thereunto authorized by the
Board of Directors. Shares belonging to the Corporation need not stand in the
name of the Corporation, but may be held for the benefit of the Corporation in
the individual name of the chief financial officer or of any other nominee
designated for the purpose of the Board of Directors.

ARTICLE
9.

AMENDMENTS

These By-Laws may be altered, amended or repealed or new By-Laws may be
adopted only in the manner provided by applicable law or in the Corporation's
Certificate of Incorporation.

ARTICLE
10.

CONFLICT OF INTERESTS

10.1. General. No contract or transaction between the Corporation and one
or more of its directors or officers, or between the Corporation and any other
Corporation, partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such
purpose, if such contract or transaction was in effect prior to the adoption of
these By-Laws, or if:

(a) The material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the Board
of Directors or the committee, and the board or committee in good faith
authorizes the contract or

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<PAGE> 15

transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum;
or

(b) The material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders.

10.2. Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or transaction.

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<PAGE> 1
EXHIBIT 10.1

SUPERIOR CONSULTANT HOLDINGS CORPORATION

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is entered into as of this
_____ day of ___________________, 1996 by and between Superior Consultant
Holdings Corporation, a Delaware corporation (the "Company"), and
_______________________ (the "Indemnitee").

RECITALS

A. The Company and Indemnitee recognize the continued difficulty in
obtaining liability insurance for its directors, officers, employees,
controlling persons, agents and fiduciaries, the significant increases in the
cost of such insurance and the general reductions in the coverage of such
insurance.

B. The Company and Indemnitee further recognize the substantial increase
in corporate litigation in general, subjecting directors, officers, employees,
controlling persons, agents and fiduciaries to expensive litigation risks at
the same time as the availability and coverage of liability insurance has been
severely limited.

C. Indemnitee does not regard the current protection available as adequate
under the present circumstances, and Indemnitee and other directors, officers,
employees, controlling persons, agents and fiduciaries of the Company may not
be willing to serve in such capacities without additional protection.

D. The Company: (i) desires to attract and retain the involvement of
highly qualified individuals, such as Indemnitee, to serve the Company and, in
part, in order to induce Indemnitee to be involved with the Company; and (ii)
wishes to provide for the indemnification and advancing of expenses to
Indemnitee to the maximum extent permitted by law.

E. In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.

NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:

1. INDEMNIFICATION.

a. Indemnification of Expenses. The Company shall indemnify and hold
harmless Indemnitee (including its respective directors, officers, partners,
employees, agents and spouses) and each person who controls any of them or who
may be liable within the meaning of Section 15 of the Securities Act of 1933,
as amended (the "Securities Act"), or Section 20 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), to the fullest extent permitted by
law if Indemnitee was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to any threatened, pending
or completed action, suit, proceeding or

<PAGE> 2

alternative dispute resolution mechanism, or any hearing, inquiry or
investigation that Indemnitee believes might lead to the institution of any
such action, suit, proceeding or alternative dispute resolution mechanism,
whether civil, criminal, administrative, investigative or other (hereinafter a
"Claim") by reason of (or arising in part out of) any event or occurrence
related to the fact that Indemnitee is or was a director, officer, employee,
controlling person, agent or fiduciary of the Company, or any subsidiary of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, controlling person, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, or by
reason of any action or inaction on the part of Indemnitee while serving in
such capacity including, without limitation, any and all losses, claims,
damages, expenses and liabilities, joint or several (including any
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit, proceeding or any claim
asserted), under the Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, which relates directly
or indirectly to the registration, purchase, sale or ownership of any
securities of the Company or to any fiduciary obligation owed with respect
thereto (hereinafter an "Indemnification Event") against any and all expenses
(including attorneys' fees and all other costs, expenses and obligations
incurred in connection with investigating, defending a witness in or
participating in (including on appeal), or preparing to defend, be a witness in
or participate in, any such action, suit, proceeding, alternative dispute
resolution mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such settlement is approved in
advance by the Company, which approval shall not be unreasonably withheld) of
such Claim and any federal, state, local or foreign taxes imposed on Indemnitee
as a result of the actual or deemed receipt of any payments under this
Agreement (collectively, hereinafter "Expenses"), including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses. Such payment of Expenses shall be made by the Company as
soon as practicable but in any event no later than five days after written
demand by the Indemnitee therefor is presented to the Company.

b. Reviewing Party. Notwithstanding the foregoing: (i) the obligations of
the Company under Section 1(a) shall be subject to the condition that the
Reviewing Party (as described in Section 10(e) hereof) shall not have
determined (in a written opinion, in any case in which the Independent Legal
Counsel referred to in Section 1(c) hereof is involved) that Indemnitee would
not be permitted to be indemnified under applicable law; and (ii) and
Indemnitee acknowledges and agrees that the obligation of the Company to make
an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an
"Expense Advance") shall be subject to the condition that, if, when and to the
extent that the Reviewing Party determines that Indemnitee would not be
permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all such amounts theretofore paid; provided, however, that if
Indemnitee has commenced or thereafter commences legal proceedings in a court
of competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, any determination made by the Reviewing Party
that Indemnitee would not be permitted to be indemnified under applicable law
shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination is made
with respect thereto (as to which all rights of appeal therefrom have been
exhausted or lapsed). Indemnitee's obligation to reimburse the Company for any
Expense Advance shall be unsecured and no interest shall be charged thereon.
If there has not been a

<PAGE> 3

Change in Control (as defined in Section 10(c) hereof), the Reviewing Party
shall be selected by the Board of Directors, and if there has been such a
Change in Control (other than a Change in Control that has been approved by a
majority of the Company's Board of Directors who were directors immediately
prior to such Change in Control), the Reviewing Party shall be the Independent
Legal Counsel referred to in Section 1(c) hereof. If there has been no
determination by the Reviewing Party or if the Reviewing Party determines that
Indemnitee substantively would not be permitted to be indemnified in whole or
in part under applicable law, Indemnitee shall have the right to commence
litigation seeking an initial determination by the court or challenging any
such determination by the Reviewing Party or any aspect thereof, including the
legal or factual bases therefor, and the Company hereby consents to service of
process and to appear in any such proceeding. Any determination by the
Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.

c. Contribution. If the indemnification provided for in Section 1(a)
above for any reason is held by a court of competent jurisdiction to be
unavailable to an Indemnitee in respect of any losses, claims, damages,
expenses or liabilities referred to therein, then the Company, in lieu of
indemnifying Indemnitee thereunder, shall contribute to the amount paid or
payable by Indemnitee as a result of such losses, claims, damages, expenses or
liabilities: (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Indemnitee; or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Indemnitee in connection with the action or inaction which resulted in such
losses, claims, damages, expenses or liabilities, as well as any other relevant
equitable considerations. In connection with the registration of the Company's
securities, the relative benefits received by the Company and the Indemnitee
shall be deemed to be in the same respective proportions that the net proceeds
from the offering (before deducting expenses) received by the Company and the
Indemnitee, in each case as set forth in the table on the cover page of the
applicable prospectus, bear to the aggregate public offering price of the
securities so offered. The relative fault of the Company and the Indemnitee
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Indemnitee and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

The Company and the Indemnitee agree that it would not be just and
equitable if contribution pursuant to this Section 1(c) were determined by pro
rata or per capita allocation or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately
preceding paragraph. In connection with the registration of the Company's
securities, in no event shall an Indemnitee be required to contribute any
amount under this Section 1(c) in excess of the lesser of (i) that proportion
of the total of such losses, claims, damages or liabilities indemnified against
equal to the proportion of the total securities sold under such registration
statement which is being sold by Indemnitee or (ii) the proceeds received by
Indemnitee from its sale of securities under such registration statement. No
person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the

<PAGE> 4

Securities Act) shall be entitled to contribution from any person who was not
found guilty of such fraudulent misrepresentation.

d. Survival Regardless of Investigation. The indemnification and
contribution provided for in this Section 1 will remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnitee
or any officer, director, employee, agent or controlling person of the
Indemnitee.

e. Change in Control. The Company agrees that if there is a Change in
Control of the Company (other than a Change in Control which has been approved
by a majority of the Company's Board of Directors who were directors
immediately prior to such Change in Control) then, with respect to all matters
thereafter arising concerning the rights of Indemnitee to payments of Expenses
under this Agreement or any other agreement or under the Company's Certificate
of Incorporation or By-Laws as now or hereafter in effect, Independent Legal
Counsel (as defined in Section 10(d) hereof) shall be selected by the
Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law. The
Company agrees to abide by such opinion and to pay the reasonable fees of the
Independent Legal Counsel referred to above and to fully indemnify such counsel
against any and all expenses (including attorneys' fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.

f. Mandatory Payment of Expenses. Notwithstanding any other provision
of this Agreement, to the extent that Indemnitee have been successful on the
merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, in the defense of any action, suit, proceeding,
inquiry or investigation referred to in Section 1(a) hereof or in the defense
of any claim, issue or matter therein, Indemnitee shall be indemnified against
all Expenses incurred by Indemnitee in connection herewith.

2. EXPENSES; INDEMNIFICATION PROCEDURE.

a. Advancement of Expenses. The Company shall advance all Expenses
incurred by Indemnitee. The advances to be made hereunder shall be paid by the
Company to Indemnitee as soon as practicable but in any event no later than
five days after written demand by Indemnitee therefor to the Company.

b. Notice/Cooperation by Indemnitee. Indemnitee shall give the Company
notice in writing as soon as practicable of any Claim made against Indemnitee
for which indemnification will or could be sought under this Agreement. Notice
to the Company shall be directed to the Chief Executive Officer of the Company
at the address shown on the signature page of this Agreement (or such other
address as the Company shall designate in writing to Indemnitee).

c. No Presumptions; Burden of Proof. For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court

<PAGE> 5

approval) or conviction, or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law. In
addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee's claim or create a
presumption that Indemnitee has not met any particular standard of conduct or
did not have any particular belief. In connection with any determination by
the Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.

d. Notice to Insurers. If, at the time of the receipt by the
Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company
has liability insurance in effect which may cover such Claim, the Company shall
give prompt notice of the commencement of such Claim to the insurers in
accordance with the procedures set forth in each of the policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such
action, suit, proceeding, inquiry or investigation in accordance with the terms
of such policies.

e. Selection of Counsel. In the event the Company shall be
obligated hereunder to pay the Expenses of an Claim, the Company shall be
entitled to assume the defense of such Claim, with counsel approved by the
applicable Indemnitee, upon the delivery to Indemnitee of written notice of its
election to do so. After delivery of such notice, approval of such counsel by
the Indemnitee and the retention of such counsel by the Company, the Company
will not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Claim; provided
that, (i) the Indemnitee shall have the right to employ Indemnitee's counsel in
any such Claim at the Indemnitee's expense and (ii) if (A) the employment of
counsel by the Indemnitee has been previously authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there is a conflict of interest
between the Company and Indemnitee in the conduct of any such defense, or (C)
the Company shall not continue to retain such counsel to defend such Claim,
then the fees and expenses of the Indemnitee's counsel shall be at the expense
of the Company. The Company shall have the right to conduct such defense as it
sees fit in its sole discretion, including the right to settle any claim
against Indemnitee without the consent of Indemnitee.

3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

a. Scope. The Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by law, even if such indemnification is not
specifically authorized by the other provisions of this Agreement, the
Company's Certificate of Incorporation, the Company's Bylaws or by statute. In
the event of any change after the date of this Agreement in any applicable law,
Statute or rule which expands the right of a Delaware corporation to indemnify
a Member of its Board of Directors or an officer, employee, controlling person,
agent or fiduciary, it is the intent

<PAGE> 6

of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any applicable
law, statute or rule which narrows the right of a Delaware corporation to
indemnify a member of its Board of Directors or an officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder except as set forth
in Section 8(a) hereof.

b. Nonexclusivity. The indemnification provided by this Agreement
shall be in addition to any rights to which Indemnitee may be entitled under
the Company's Amended and Restated Certificate of Incorporation, its Bylaws,
any agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Delaware, or otherwise. The indemnification
provided under this Agreement shall continue as to Indemnitee for any action
Indemnitee took or did not take while serving in an indemnified capacity even
though the Indemnitee may have ceased to serve in such capacity.

4. NO DUPLICATION OF PAYMENTS. The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, Amended and Restated Certificate of Incorporation,
Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Company for any portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total
amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion of such Expenses to which Indemnitee is entitled.

6. MUTUAL ACKNOWLEDGEMENT. The Company and Indemnitee acknowledge that,
in certain instances, federal law or applicable public policy may prohibit the
Company from indemnifying its directors, officers, employees, controlling
persons, agents or fiduciaries under this Agreement or otherwise. Indemnitee
understands and acknowledges that the Company has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to
submit the question of indemnification to a court in certain circumstances for
a determination of the Company's rights under public policy to indemnify the
Indemnitee.

7. LIABILITY INSURANCE. To the extent the Company maintains liability
insurance applicable to directors, officers, employees, control persons, agents
or fiduciaries, Indemnitee shall be covered by such policies in such a manner
as to provide Indemnitee the same rights and benefits as are accorded to the
most favorably insured of the Company's directors, if Indemnitee is a director,
or of the Company's officers, if Indemnitee is not a director of the Company
but is an officer; or of the Company's key employees, controlling persons,
agents or fiduciaries, if Indemnitee is not an officer or director but is a key
employee, agent, control person, or fiduciary.

<PAGE> 7

8. EXCEPTIONS. Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:

a. Claims Initiated by Indemnitee. To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily by
Indemnitee and not by way of defense, except: (i) with respect to actions or
proceedings to establish or enforce a right to indemnify under this Agreement
or any other agreement or insurance policy or under the Company's Amended and
Restated Certificate of Incorporation or Bylaws now or hereafter in effect
relating to Claims for Indemnifiable Events, or (ii) in specific cases if the
Board of Directors has approved the initiation or bringing of such Claim; or
(iii) as otherwise required under Section 145 of the Delaware General
Corporation Law, regardless of whether Indemnitee ultimately is determined to
be entitled to such indemnification, advance expense payment or insurance
recovery, as the case may be; or

b. Claims Under Section 16(b). To indemnify Indemnitee for expenses and
the payment of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 16(b) of the Exchange Act or any similar
successor statute; or

c. Claims Excluded Under Section 145 of the Delaware General Corporation
Law. To indemnify Indemnitee if (i) he or she did not act in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the Company, or (ii) with respect to any criminal action or proceeding, the
Indemnitee had reasonable cause to believe his or her conduct was unlawful, or
(iii) the Indemnitee shall have been adjudged to be liable to the Company
unless and only to the extent the court in which such action was brought shall
permit indemnification as provided in Section 145(b) of the Delaware General
Corporation Law.

9. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause
of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of five years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a
legal action within such five-year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.

10. CONSTRUCTION OF CERTAIN PHRASES.

a. For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent, control person, or fiduciary of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, control person, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to

<PAGE> 8

the resulting or surviving corporation as Indemnitee would have with respect to
such constituent corporation if its separate existence had continued.

b. For purposes of this Agreement, references to "other
enterprises" shall include employee benefit plans references to "fines shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan and references to "serving at the request of the Company" shall
include any service as a director, officer, employee, agent or fiduciary of
the Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or its beneficiaries and if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, Indemnitee shall
be deemed to have acted in a manner "not opposed to the best interests of the
Company" as referred to in this Agreement.

c. For purposes of this Agreement, a "Change in Control" shall be deemed
to have occurred if: (i) any "person" (as such term is used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
(A) who is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power
of the Company's then outstanding Voting Securities, increases his or her
beneficial ownership of such securities by 5% or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as defined in Rule
13d-3 under said Exchange Act), directly or indirectly, of securities of the
Company representing more than 20% of the total voting power represented by the
Company's then outstanding voting Securities; (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by
the Board of Directors or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; or (iii) the stockholders of the
Company approve a merger or consolidation of the Company with any other
corporation other than a merger or consolidation which would result in the
Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of the total
voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one
transaction or a series of transactions) all or substantially all of the
Company's assets.

d. For purposes of this Agreement, "Independent Legal Counsel"
shall mean an attorney or firm of attorneys, selected in accordance with the
provisions of Section 1(d) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other than
with respect to matters concerning the right of Indemnitee under this
Agreement, or of other indemnitees under similar indemnity agreements).

<PAGE> 9

e. For purposes of this Agreement, a "Reviewing Party" shall mean
any appropriate person or body consisting of a member or members of the
Company's Board of Directors or any other person or body appointed by the Board
of Directors who is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel.

f. For purposes of this Agreement, "Voting Securities" shall mean
any securities of the Company that vote generally in the election of directors.

11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

12. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives. The Company shall require and cause
any successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all, substantially all, or a substantial part, of the business
and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place. This Agreement
shall continue in effect with respect to Claims relating to Indemnifiable
Events regardless of whether Indemnitee continues to serve as a director,
officer, employee, agent, controlling person, or fiduciary of the Company or of
any other enterprise, including subsidiaries of the Company, at the Company's
request.

13. ATTORNEYS' FEES. In the event that any action is instituted by an
Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be paid all Expenses incurred by
Indemnitee with respect to such action, regardless of whether Indemnitee is
ultimately successful in such action, and shall be entitled to the advancement
of Expenses with respect to such action, unless, as a part of such action, a
court of competent jurisdiction over such action determines that each of the
material assertions made by Indemnitee as a basis for such action was not made
in good faith or was frivolous. In the event of an action instituted by or in
the name of the Company under this Agreement to enforce or interpret any of the
terms of this Agreement, the Indemnitee shall be entitled to be paid all
Expenses incurred by Indemnitee in defense of such action (including costs and
expenses incurred with respect to Indemnitee counterclaims and cross-claims
made in such action), and shall be entitled to the advancement of Expenses with
respect to such action, unless, as a part of such action, a court having
jurisdiction over such action determines that Indemnitee's material defenses to
such action was made in bad faith or was frivolous.

14. NOTICE. All notices and other communications required or permitted
hereunder shall be in writing, shall be effective when given, and shall in any
event be deemed to be given: (i) five (5) days after deposit with the U.S.
Postal Service or other applicable postal service, if delivered by first class
mail, postage prepaid; (ii) upon delivery, if delivered by hand; (iii) one (1)

<PAGE> 10

business day after the business day of deposit with Federal Express or similar
overnight courier, freight prepaid; or (iv) one day after the business day of
delivery by facsimile transmission, if deliverable by facsimile transmission,
with copy by first class mail, postage prepaid, and shall be addressed, if to
Indemnitee, at Indemnitee's address as set forth beneath the Indemnitee's
signature to this Agreement, and, if to the Company, at the address of its
principal corporate offices (attention: Secretary) or at such other address as
such party may designate by ten (10) days' advance written notice to the other
party hereto.

15. CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out
of or relates to this Agreement and agree that any action instituted under this
Agreement and agree that any action instituted under this Agreement shall be
commenced, prosecuted and continued only in the Court of Chancery of the State
of Delaware in and for New Castle County, which shall be the exclusive and only
proper forum for adjudicating such a claim.

16. SEVERABILITY. The provisions of this Agreement shall be severable
in the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this Agreement
(including, without limitations, each portion of this Agreement containing any
provision held to be invalid, void or otherwise unenforceable, that is not
itself invalid, void or unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid, illegal or
unenforceable.

17. CHOICE OF LAW. This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Delaware residents, entered into and
to be performed entirely within the State of Delaware, without regard to the
conflict of laws principles thereof.

18. SUBROGATION. In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.

19. AMENDMENT AND TERMINATION. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is
in writing signed by all parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.

20. INTEGRATION AND ENTIRE AGREEMENT. This Agreement sets forth the
entire understanding between the parties hereto and supersedes and merges all
previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties hereto.

10
<PAGE> 11

21. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in
the employ of the Company or any of its subsidiaries.

22. CORPORATE AUTHORITY. The Board of Directors of the Company and its
stockholders have approved the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the day and year first above written.

COMPANY:

SUPERIOR CONSULTANT HOLDINGS CORPORATION
a Delaware corporation

By:
-----------------------------------
Title:
--------------------------------
Address:
-------------------------------

INDEMNITEE:

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

<PAGE> 1

Exhibit 10.2

SUPERIOR CONSULTANT HOLDINGS CORPORATION

LONG-TERM INCENTIVE PLAN

<PAGE> 2

TABLE OF CONTENTS

I. PURPOSE............................................................. 1

II. DEFINITIONS......................................................... 1

A. AFFILIATE...................................................... 1

B. AWARD.......................................................... 2

C. AWARD AGREEMENT................................................ 2

D. BOARD.......................................................... 2

E. CASH AWARD..................................................... 2

F. CODE........................................................... 2

G. COMMITTEE...................................................... 2

H. COMMON STOCK................................................... 2

I. COMPANY........................................................ 2

J. DISABILITY OR DISABLED......................................... 3

K. EXCHANGE ACT................................................... 3

L. FAIR MARKET VALUE.............................................. 3

M. FORMULA OPTION................................................. 3

N. INCENTIVE OPTION............................................... 3

O. KEY EMPLOYEE................................................... 3

P. KEY NON-EMPLOYEE............................................... 3

Q. NON-EMPLOYEE BOARD MEMBER...................................... 3

R. NONSTATUTORY OPTION............................................ 3

S. OPTION......................................................... 4

<PAGE> 3

T. PARTICIPANT..................................................... 4

U. PERFORMANCE AWARD............................................... 4

V. PLAN............................................................ 4

W. RESTRICTED STOCK................................................ 4

X. RIGHT........................................................... 4

Y. SHARES.......................................................... 4

III. SHARES SUBJECT TO THE PLAN........................................... 4

IV. ADMINISTRATION OF THE PLAN........................................... 5

V. ELIGIBILITY FOR PARTICIPATION........................................ 6

VI. AWARDS UNDER THIS PLAN............................................... 7

A. INCENTIVE OPTION................................................ 7

B. NONSTATUTORY OPTION............................................. 7

C. FORMULA OPTION.................................................. 7

D. RESTRICTED STOCK................................................ 7

E. STOCK APPRECIATION RIGHT........................................ 7

F. PERFORMANCE AWARDS.............................................. 8

G. CASH AWARDS..................................................... 8

VII. TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND
NONSTATUTORY OPTIONS................................................. 8

A. OPTION PRICE.................................................... 9

B. NUMBER OF SHARES................................................ 9

C. TERM OF OPTION.................................................. 9

D. DATE OF EXERCISE................................................ 9

<PAGE> 4
E. MEDIUM OF PAYMENT............................................... 9

F. TERMINATION OF EMPLOYMENT....................................... 10

G. TOTAL AND PERMANENT DISABILITY.................................. 11

H. DEATH........................................................... 11

I. EXERCISE OF OPTION AND ISSUANCE OF STOCK........................ 11

J. RIGHTS AS A STOCKHOLDER......................................... 12

K. ASSIGNABILITY AND TRANSFERABILITY OF OPTION..................... 12

L. OTHER PROVISIONS................................................ 13

M. PURCHASE FOR INVESTMENT......................................... 13

VIII. FORMULA OPTIONS...................................................... 13

IX. REQUIRED TERMS AND CONDITIONS OF RESTRICTED STOCK.................... 14

X. REQUIRED TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS........... 15

XI. PERFORMANCE AWARDS................................................... 16

XII. REQUIRED TERMS AND CONDITIONS OF CASH AWARDS......................... 18

XIII. TERMINATION OF EMPLOYMENT............................................ 18

A. RETIREMENT UNDER A COMPANY OR AFFILIATE RETIREMENT PLAN......... 19

B. RESIGNATION IN THE BEST INTERESTS OF THE COMPANY OR AN
AFFILIATE....................................................... 19

C. DEATH OR DISABILITY OF A PARTICIPANT............................ 19

XIV. CANCELLATION AND RESCISSION OF AWARDS................................ 20

XV. PAYMENT OF RESTRICTED STOCK, RIGHTS, PERFORMANCE AWARDS
AND CASH AWARDS...................................................... 21

iii

<PAGE> 5
XVI. WITHHOLDING.......................................................... 21

XVII. SAVINGS CLAUSE....................................................... 21

XVIII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION;
CORPORATE TRANSACTIONS............................................... 22

XIX. DISSOLUTION OR LIQUIDATION OF THE COMPANY............................ 23

XX. TERMINATION OF THE PLAN.............................................. 23

XXI. AMENDMENT OF THE PLAN................................................ 23

XXII. EMPLOYMENT RELATIONSHIP.............................................. 24

XXIII. INDEMNIFICATION OF COMMITTEE......................................... 24

XXIV. UNFUNDED PLAN........................................................ 24

XXV. MITIGATION OF EXCISE TAX............................................. 26

XXVI. EFFECTIVE DATE....................................................... 26

XXVII. GOVERNING LAW........................................................ 26

<PAGE> 6

SUPERIOR CONSULTANT HOLDINGS CORPORATION
LONG-TERM INCENTIVE PLAN

I. PURPOSE

The Superior Consultant Holdings Corporation Long-Term Incentive Plan is
adopted effective September 1, 1996. The Plan is designed to attract and
retain selected Key Employees and Key Non-Employees of the Company and its
Affiliates, and reward them for making major contributions to the success of
the Company and its Affiliates. These objectives are accomplished by making
long-term incentive awards under the Plan that will offer Participants an
opportunity to have a greater proprietary interest in, and closer identity
with, the Company and its Affiliates and their financial success.

The Awards may consist of:

1. Incentive Options;

2. Nonstatutory Options;

3. Formula Options;

4. Restricted Stock;

5. Rights;

6. Performance Awards; or

7. Cash Awards;

or any combination of the foregoing, as the Committee may determine.

The Plan is intended to qualify certain compensation awarded under the
Plan for tax deductibility under Section 162(m) of the Code to the extent
deemed appropriate by the Committee. The Plan and the grant of Awards
hereunder are expressly conditioned upon the Plan's approval by the
stockholders of the Company. If such approval is not obtained, then this Plan
and all Awards hereunder shall be null and void ab initio.

II. DEFINITIONS

A. AFFILIATE means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated association or other entity (other
than the Company) that, for purposes of Section 422 of the Code, is a parent or
subsidiary of the Company, direct or indirect.

<PAGE> 7

B. AWARD means the grant to any Key Employee or Key Non-Employee of any
form of Option, Restricted Stock, Right, Performance Award, or Cash Award,
whether granted singly, in combination, or in tandem, and pursuant to such
terms, conditions, and limitations as the Committee may establish in order to
fulfill the objectives of the Plan.

C. AWARD AGREEMENT means an agreement entered into between the Company and
a Participant under which an Award is granted and which sets forth the terms,
conditions, and limitations applicable to the Award.

D. BOARD means the Board of Directors of the Company.

E. CASH AWARD means an Award of cash, subject to the requirements of
Article XII and such other restrictions as the Committee deems appropriate or
desirable.

F. CODE means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto.

G. COMMITTEE means the committee to which the Board delegates the power to
act under or pursuant to the provisions of the Plan, or the Board if no
committee is selected. If the Board delegates powers to a committee, and if
the Company is or becomes subject to Section 16 of the Exchange Act, then, if
necessary for compliance therewith, such committee shall consist initially of
not less than two (2) members of the Board, each member of which must be a
"non-employee director," within the meaning of the applicable rules promulgated
pursuant to the Exchange Act. If the Company is or becomes subject to Section
16 of the Exchange Act, no member of the Committee shall receive any Award
pursuant to the Plan or any similar plan of the Company or any Affiliate while
serving on the Committee, unless the Board determines that the grant of such an
Award satisfies the then current Rule 16b-3 requirements under the Exchange
Act. Notwithstanding anything herein to the contrary, and insofar as it is
necessary in order for compensation recognized by Participants pursuant to the
Plan to be fully deductible to the Company for federal income tax purposes,
each member of the Committee also shall be an "outside director" (as defined in
regulations or other guidance issued by the Internal Revenue Service under Code
Section 162(m)).

H. COMMON STOCK means the common stock of the Company.

I. COMPANY means Superior Consultant Holdings Corporation, a Delaware
corporation, and includes any successor or assignee corporation or corporations
into which the Company may be merged, changed, or consolidated; any corporation
for whose securities the securities of the Company shall be exchanged; and any
assignee of or successor to substantially all of the assets of the Company.

<PAGE> 8

J. DISABILITY OR DISABLED means a permanent and total disability as
defined in Section 22(e)(3) of the Code.

K. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from
time to time, or any successor statute thereto.

L. FAIR MARKET VALUE means, if the Shares are listed on any national
securities exchange, the closing sales price, if any, on the largest such
exchange on the valuation date, or, if none, on the most recent trade date
immediately prior to the valuation date provided such trade date is no more
than thirty (30) days prior to the valuation date. If the Shares are not then
listed on any such exchange, the fair market value of such Shares shall be the
closing sales price if such is reported, or otherwise the mean between the
closing "Bid" and the closing "Ask" prices, if any, as reported in the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") for the
valuation date, or if none, on the most recent trade date immediately prior to
the valuation date provided such trade date is no more than thirty (30) days
prior to the valuation date. If the Shares are not then either listed on any
such exchange or quoted in NASDAQ, or there has been no trade date within such
thirty (30) day period, the fair market value shall be the mean between the
average of the "Bid" and the average of the "Ask" prices, if any, as reported
in the National Daily Quotation System for the valuation date, or, if none, for
the most recent trade immediately prior to the valuation date provided such
trade date is no more than thirty (30) days prior to the valuation date. If
the fair market value cannot be determined under the preceding three sentences,
it shall be determined in good faith by the Committee.

M. FORMULA OPTION means a Nonstatutory Option granted automatically to a
Non-Employee Board Member upon his or her initial election, and any subsequent
re-election, as a Non-Employee Board Member.

N. INCENTIVE OPTION means an Option that, when granted, is intended to be
an "incentive stock option," as defined in Section 422 of the Code.

O. KEY EMPLOYEE means an employee of the Company or of an Affiliate who is
designated by the Committee as being eligible to be granted one or more Awards
under the Plan.

P. KEY NON-EMPLOYEE means a Non-Employee Board Member, consultant, advisor
or independent contractor of the Company or of an Affiliate who is designated
by the Committee as being eligible to be granted one or more Awards under the
Plan.

Q. NON-EMPLOYEE BOARD MEMBER means a director of the Company who is not an
employee of the Company or any of its Affiliates.

R. NONSTATUTORY OPTION means an Option that, when granted, is not intended
to be an "incentive stock option," as defined in Section 422 of the Code.

<PAGE> 9

S. OPTION means a right or option to purchase Common Stock, including
Restricted Stock if the Committee so determines.

T. PARTICIPANT means a Key Employee or Key Non-Employee to whom one or
more Awards are granted under the Plan.

U. PERFORMANCE AWARD means an Award subject to the requirements of Article
XI, and such performance conditions as the Committee deems appropriate or
desirable.

V. PLAN means Superior Consultant Holdings Corporation Long-Term Incentive
Plan, as amended from time to time.

W. RESTRICTED STOCK means an Award made in Common Stock or denominated in
units of Common Stock and delivered under the Plan, subject to the requirements
of Article IX, such other restrictions as the Committee deems appropriate or
desirable, and as awarded in accordance with the terms of the Plan.

X. RIGHT means a stock appreciation right delivered under the Plan,
subject to the requirements of Article X and as awarded in accordance with the
terms of the Plan.

Y. SHARES means the following shares of the capital stock of the Company
as to which Options or Restricted Stock have been or may be granted under the
Plan and upon which Rights or units of Restricted Stock may be based: treasury
or authorized but unissued Common Stock, $.01 par value, of the Company, or any
shares of capital stock into which the Shares are changed or for which they are
exchanged within the provisions of Article XVIII of the Plan.

III. SHARES SUBJECT TO THE PLAN

The aggregate number of Shares as to which Awards may be granted from time
to time shall be nine hundred thousand (900,000) Shares (subject to adjustment
for stock splits, stock dividends, and other adjustments described in Article
XVIII hereof).

In accordance with Code Section 162(m), if applicable, the aggregate
number of Shares as to which Awards may be granted in any one calendar year to
any one Key Employee shall not exceed six hundred thousand (600,000) Shares
(subject to adjustment for stock splits, stock dividends, and other adjustments
described in Article XVIII hereof).

From time to time, the Committee and appropriate officers of the Company
shall take whatever actions are necessary to file required documents with
governmental authorities and stock exchanges so as to make Shares available for
issuance pursuant to the Plan. Shares subject to Awards that are forfeited,
terminated, expire unexercised, canceled by agreement of the Company and the
Participant, settled in cash in lieu of Common Stock or in such manner that all
or some of the Shares covered by such Awards are not issued to a Participant,
or are exchanged

<PAGE> 10

for Awards that do not involve Common Stock, shall immediately become available
for Awards. Awards payable in cash shall not reduce the number of Shares
available for Awards under the Plan.

Except as otherwise set forth herein, the aggregate number of Shares as to
which Awards may be granted shall be subject to change only by means of an
amendment of the Plan duly adopted by the Company and approved by the
stockholders of the Company within one year before or after the date of the
adoption of the amendment.

IV. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum at any meeting thereof (including by
telephone conference) and the acts of a majority of the members present, or
acts approved in writing by a majority of the entire Committee without a
meeting, shall be the acts of the Committee for purposes of this Plan. The
Committee may authorize one or more of its members or an officer of the Company
to execute and deliver documents on behalf of the Committee. A member of the
Committee shall not exercise any discretion respecting himself or herself under
the Plan. The Board shall have the authority to remove, replace or fill any
vacancy of any member of the Committee upon notice to the Committee and the
affected member. Any member of the Committee may resign upon notice to the
Board. The Committee may allocate among one or more of its members, or may
delegate to one or more of its agents, such duties and responsibilities as it
determines. Subject to the provisions of the Plan, the Committee is authorized
to:

A. Interpret the provisions of the Plan and any Award or Award Agreement,
and make all rules and determinations that it deems necessary or advisable to
the administration of the Plan;

B. Determine which employees of the Company or an Affiliate shall be
designated as Key Employees and which of the Key Employees shall be granted
Awards;

C. Determine the Key Non-Employees to whom Awards, other than Incentive
Options and Performance Awards for which Key Non-Employees shall not be
eligible, shall be granted;

D. Determine whether an Option to be granted shall be an Incentive Option
or Nonstatutory Option;

E. Determine the number of Shares for which an Option or Restricted Stock
shall be granted;

F. Determine the number of Rights, the Cash Award or the Performance Award
to be granted;

<PAGE> 11

G. Provide for the acceleration of the right to exercise any Award, other
than an Award for Formula Options, which may not be accelerated; and

H. Specify the terms, conditions, and limitations upon which Awards may be
granted;

provided, however, that with respect to Incentive Options, all such
interpretations, rules, determinations, terms, and conditions shall be made and
prescribed in the context of preserving the tax status of the Incentive Options
as incentive stock options within the meaning of Section 422 of the Code.

The Committee may delegate to the chief executive officer and to other
senior officers of the Company or its Affiliates its duties under the Plan
pursuant to such conditions or limitations as the Committee may establish,
except that only the Committee may select, and grant Awards to, Participants
who are subject to Section 16 of the Exchange Act. All determinations of the
Committee shall be made by a majority of its members. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Award.

The Committee shall have the authority at any time to cancel Awards for
reasonable cause and to provide for the conditions and circumstances under
which Awards shall be forfeited.

Any determination made by the Committee pursuant to the provisions of the
Plan shall be made in its sole discretion, and in the case of any determination
relating to an Award, may be made at the time of the grant of the Award or,
unless in contravention of any express term of the Plan or an Agreement, at any
time thereafter. All decisions made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all persons, including the
Company and the Participants. No determination shall be subject to de novo
review if challenged in court.

V. ELIGIBILITY FOR PARTICIPATION

Awards may be granted under this Plan only to Key Employees and Key
Non-Employees of the Company or its Affiliates. The foregoing notwithstanding,
each Participant receiving an Incentive Option must be a Key Employee of the
Company or of an Affiliate at the time the Incentive Option is granted.

The Committee may at any time and from time to time grant one or more
Awards to one or more Key Employees or Key Non-Employees and may designate the
number of Shares, if applicable, to be subject to each Award so granted,
provided, however that no Incentive Option shall be granted after the
expiration of ten (10) years from the earlier of the date of the adoption of
the Plan by the Company or the approval of the Plan by the stockholders of the
Company, and provided further, that the Fair Market Value of the Shares
(determined at the time the Option is granted) as to which Incentive Options
are exercisable for the first time by any Key Employee

<PAGE> 12

during any single calendar year (under the Plan and under any other incentive
stock option plan of the Company or an Affiliate) shall not exceed One Hundred
Thousand Dollars ($100,000). To the extent that the Fair Market Value of such
Shares exceeds One Hundred Thousand Dollars ($100,000), the Shares subject to
Option in excess of One Hundred Thousand Dollars ($100,000) shall, without
further action by the Committee, automatically be converted to Nonstatutory
Options.

Notwithstanding any of the foregoing provisions, the Committee may
authorize the grant of an Award to a person not then in the employ of, or
engaged by, the Company or of an Affiliate, conditioned upon such person
becoming eligible to be granted an Award at or prior to the execution of the
Award Agreement evidencing the actual grant of such Award.

VI. AWARDS UNDER THIS PLAN

As the Committee may determine, the following types of Awards may be
granted under the Plan on a stand alone, combination, or tandem basis:

A. INCENTIVE OPTION

An Award in the form of an Option that shall comply with the requirements
of Section 422 of the Code. Subject to adjustments in accordance with the
provisions of Article XVIII, the aggregate number of Shares that may be subject
to Incentive Options under the Plan shall not exceed nine hundred thousand
(900,000).

B. NONSTATUTORY OPTION

An Award in the form of an Option that shall not be intended to comply
with the requirements of Section 422 of the Code.

C. FORMULA OPTION

An Award in the form of an Option granted to a Non-Employee Board Member
at the time of his or her initial election to the Board, or any subsequent
re-election.

D. RESTRICTED STOCK

An Award made to a Participant in Common Stock or denominated in units of
Common Stock, subject to future service and such other restrictions and
conditions as may be established by the Committee, and as set forth in the
Award Agreement, including but not limited to continuous service with the
Company or its Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and other measurements
of Company or Affiliate performance.

<PAGE> 13

E. STOCK APPRECIATION RIGHT

An Award in the form of a Right to receive the excess of the Fair Market
Value of a Share on the date the Right is exercised over the Fair Market Value
of a Share on the date the Right was granted.

F. PERFORMANCE AWARDS

An Award made to a Participant that is subject to performance conditions
specified by the Committee, including but not limited to continuous service
with the Company or its Affiliates, achievement of specific business
objectives, increases in specified indices, attaining growth rates, and other
measurements of Company or Affiliate performance.

G. CASH AWARDS

An Award made to a Participant and denominated in cash, with the eventual
payment subject to future service and such other restrictions and conditions as
may be established by the Committee, and as set forth in the Award Agreement.

Each Award under the Plan shall be evidenced by an Award Agreement. Delivery
of an Award Agreement to each Participant shall constitute an agreement between
the Company and the Participant as to the terms and conditions of the Award.

VII. TERMS AND CONDITIONS OF INCENTIVE OPTIONS AND NONSTATUTORY OPTIONS

Each Option shall be set forth in an Award Agreement, duly executed on
behalf of the Company and by the Participant to whom such Option is granted.
Except for the setting of the Option price under Paragraph A, no Option shall
be granted and no purported grant of any Option shall be effective until such
Award Agreement shall have been duly executed on behalf of the Company and by
the Participant. Each such Award Agreement shall be subject to at least the
following terms and conditions:

<PAGE> 14

A. OPTION PRICE

The purchase price of the Shares covered by each Option granted under the
Plan shall be determined by the Committee. The Option price per share of the
Shares covered by each Nonstatutory Option shall be at such amount as may be
determined by the Committee in its sole discretion on the date of the grant of
the Option. In the case of an Incentive Option, if the Participant owns
directly or by reason of the applicable attribution rules ten percent (10%) or
less of the total combined voting power of all classes of share capital of the
Company, the Option price per share of the Shares covered by each Incentive
Option shall be not less than the Fair Market Value of the Shares on the date
of the grant of the Incentive Option. In all other cases of Incentive Options,
the Option price shall be not less than one hundred ten percent (110%) of the
Fair Market Value on the date of grant.

B. NUMBER OF SHARES

Each Option shall state the number of Shares to which it pertains.

C. TERM OF OPTION

Each Incentive Option shall terminate not more than ten (10) years from
the date of the grant thereof, or at such earlier time as the Award Agreement
may provide, and shall be subject to earlier termination as herein provided,
except that if the Option price is required under Paragraph A of this Article
VII to be at least one hundred ten percent (110%) of Fair Market Value, each
such Incentive Option shall terminate not more than five (5) years from the
date of the grant thereof, and shall be subject to earlier termination as
herein provided. The Committee shall determine the time at which a
Nonstatutory Option shall terminate.

D. DATE OF EXERCISE

Upon the authorization of the grant of an Option, or at any time
thereafter, the Committee may, subject to the provisions of Paragraph C of this
Article VII, prescribe the date or dates on which the Option becomes
exercisable, and may provide that the Option become exercisable in installments
over a period of years, or upon the attainment of stated goals.

E. MEDIUM OF PAYMENT

The Option price shall be payable upon the exercise of the Option, as set
forth in Paragraph I. It shall be payable in such form (permitted by Section
422 of the Code in the case of Incentive Options) as the Committee shall,
either by rules promulgated pursuant to the provisions of Article IV of the
Plan, or in the particular Award Agreement, provide.

<PAGE> 15

F. TERMINATION OF EMPLOYMENT

1. A Participant who ceases to be an employee or Key Non-Employee of
the Company or of an Affiliate for any reason other than death,
Disability, or termination "for cause," as defined in subparagraph (2)
below, may exercise any Option granted to such Participant, to the extent
that the right to purchase Shares thereunder has become exercisable on
the date of such termination, but only within three (3) months after such
date, or, if earlier, within the originally prescribed term of the
Option. A Participant's employment shall not be deemed terminated by
reason of a transfer to another employer that is the Company or an
Affiliate.

2. A Participant who ceases to be an employee or Key Non-Employee of
the Company or of an Affiliate "for cause" shall, upon such termination,
cease to have any right to exercise any Option. For purposes of this
Plan, cause shall mean (i) a Participant's theft or embezzlement, or
attempted theft or embezzlement, of money or property of the Company, a
Participant's perpetration or attempted perpetration of fraud, or a
Participant's participation in a fraud or attempted fraud, on the Company
or a Participant's unauthorized appropriation of, or a Participant's
attempt to misappropriate, any tangible or intangible assets or property
of the Company; (ii) any act or acts of disloyalty, dishonesty,
misconduct, moral turpitude, or any other act or acts by a Participant
injurious to the interest, property, operations, business or reputation
of the Company; (iii) a Participant's commission of a felony or any other
crime the commission of which results in injury to the Company; or (iv)
any violation of any restriction on the disclosure or use of confidential
information of the Company or on competition with the Company or any of
its businesses as then conducted. The determination of the Committee as
to the existence of cause shall be conclusive and binding upon the
Participant and the Company.

3. A Participant who is absent from work with the Company or an
Affiliate because of temporary disability (any disability other than a
Disability), or who is on leave of absence for any purpose permitted by
any authoritative interpretation (i.e., regulation, ruling, case law,
etc.) of Section 422 of the Code, shall not, during the period of any
such absence, be deemed, by virtue of such absence alone, to have
terminated his or her employment or relationship with the Company or with
an Affiliate, except as the Committee may otherwise expressly provide or
determine.

4. Paragraph F(1) shall control and fix the rights of a Participant
who ceases to be an employee or Key Non-Employee of the Company or of an
Affiliate for any reason other than Disability, death, or termination
"for cause," and who subsequently becomes Disabled or dies. Nothing in
Paragraphs G and H of this Article VII shall be applicable in any such
case except that, in the event of such a subsequent Disability or death
within the three (3) month period after the termination of employment or,
if earlier, within the originally prescribed term of the Option, the
Participant or the Participant's

<PAGE> 16

estate or personal representative may exercise the Option permitted by
this Paragraph F within twelve (12) months after the date of Disability
or death of such Participant, but in no event beyond the originally
prescribed term of the Option.

G. TOTAL AND PERMANENT DISABILITY

A Participant who ceases to be an employee or Key Non-Employee of the
Company or of an Affiliate by reason of Disability may exercise any Option
granted to such Participant (i) to the extent that the right to purchase Shares
thereunder has become exercisable on or before the date such Participant
becomes Disabled as determined by the Committee, and (ii) if the Option becomes
exercisable periodically, to the extent of any additional rights that would
have become exercisable had the Participant not become so Disabled until after
the close of business on the next periodic exercise date.

A Disabled Participant shall exercise such rights, if at all, only within
a period of not more than twelve (12) months after the date that the
Participant became Disabled as determined by the Committee (notwithstanding
that the Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become Disabled)
or, if earlier, within the originally prescribed term of the Option.

H. DEATH

In the event that a Participant to whom an Option has been granted ceases
to be an employee or Key Non-Employee of the Company or of an Affiliate by
reason of such Participant's death, such Option, to the extent that the right
is exercisable but not exercised on the date of death, may be exercised by the
Participant's estate or personal representative within twelve (12) months after
the date of death of such Participant or, if earlier, within the originally
prescribed term of the Option, notwithstanding that the decedent might have
been able to exercise the Option as to some or all of the Shares on a later
date if the Participant were alive and had continued to be an employee or Key
Non-Employee of the Company or of an Affiliate.

I. EXERCISE OF OPTION AND ISSUANCE OF STOCK

Options shall be exercised by giving written notice to the Company. Such
written notice shall: (i) be signed by the person exercising the Option, (ii)
state the number of Shares with respect to which the Option is being exercised,
(iii) contain the warranty required by paragraph M of this Article VII, if
applicable, and (iv) specify a date (other than a Saturday, Sunday or legal
holiday) not less than five (5) nor more than ten (10) days after the date of
such written notice, as the date on which the Shares will be purchased. Such
tender and conveyance shall take place at the principal office of the Company
during ordinary business hours, or at such other hour and place agreed upon by
the Company and the person or persons exercising the Option. On the date
specified in such written notice (which date may be extended by the Company in
order to comply with any law or regulation that requires the Company to take
any action with respect to the

<PAGE> 17

Option Shares prior to the issuance thereof), the Company shall accept payment
for the Option Shares in cash, by bank or certified check, by wire transfer, or
by such other means as may be approved by the Committee and shall deliver to
the person or persons exercising the Option in exchange therefor an appropriate
certificate or certificates for fully paid nonassessable Shares or undertake to
deliver certificates within a reasonable period of time. In the event of any
failure to take up and pay for the number of Shares specified in such written
notice on the date set forth therein (or on the extended date as above
provided), the right to exercise the Option shall terminate with respect to
such number of Shares, but shall continue with respect to the remaining Shares
covered by the Option and not yet acquired pursuant thereto.

If approved in advance by the Committee, payment in full or in part also
may be made (i) by delivering Shares already owned by the Participant having a
total Fair Market Value on the date of such delivery equal to the Option price;
(ii) by the execution and delivery of a note or other evidence of indebtedness
(and any security agreement thereunder) satisfactory to the Committee; (iii) by
authorizing the Company to retain Shares that otherwise would be issuable upon
exercise of the Option having a total Fair Market Value on the date of delivery
equal to the Option price; (iv) by the delivery of cash or the extension of
credit by a broker-dealer to whom the Participant has submitted a notice of
exercise or otherwise indicated an intent to exercise an Option (in accordance
with part 220, Chapter II, Title 12 of the Code of Federal Regulations, a
so-called "cashless" exercise); or (v) by any combination of the foregoing.

J. RIGHTS AS A STOCKHOLDER

No Participant to whom an Option has been granted shall have rights as a
stockholder with respect to any Shares covered by such Option except as to such
Shares as have been registered in the Company's share register in the name of
such Participant upon the due exercise of the Option and tender of the full
Option price.

K. ASSIGNABILITY AND TRANSFERABILITY OF OPTION

Unless otherwise permitted by the Code and by Rule 16b-3 of the Exchange
Act, if applicable, and approved in advance by the Committee, an Option granted
to a Participant shall not be transferable by the Participant and shall be
exercisable, during the Participant's lifetime, only by such Participant or, in
the event of the Participant's incapacity, his guardian or legal
representative. Except as otherwise permitted herein, such Option shall not be
assigned, pledged, or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, or similar
process and any attempted transfer, assignment, pledge, hypothecation or other
disposition of any Option or of any rights granted thereunder contrary to the
provisions of this Paragraph K, or the levy of any attachment or similar
process upon an Option or such rights, shall be null and void.

<PAGE> 18

L. OTHER PROVISIONS

The Award Agreement for an Incentive Option shall contain such limitations
and restrictions upon the exercise of the Option as shall be necessary in order
that such Option can be an "incentive stock option" within the meaning of
Section 422 of the Code. Further, the Award Agreements authorized under the
Plan shall be subject to such other terms and conditions including, without
limitation, restrictions upon the exercise of the Option, as the Committee
shall deem advisable and which, in the case of Incentive Options, are not
inconsistent with the requirements of Section 422 of the Code.

M. PURCHASE FOR INVESTMENT

If Shares to be issued upon the particular exercise of an Option shall not
have been effectively registered under the Securities Act of 1933, as now in
force or hereafter amended, the Company shall be under no obligation to issue
the Shares covered by such exercise unless and until the following conditions
have been fulfilled. The person who exercises such Option shall warrant to the
Company that, at the time of such exercise, such person is acquiring his or her
Option Shares for investment and not with a view to, or for sale in connection
with, the distribution of any such Shares, and shall make such other
representations, warranties, acknowledgments, and affirmations, if any, as the
Committee may require. In such event, the person acquiring such Shares shall
be bound by the provisions of the following legend (or similar legend) which
shall be endorsed upon the certificate(s) evidencing his or her Option Shares
issued pursuant to such exercise.

"The shares represented by this certificate have been acquired for
investment and they may not be sold or otherwise transferred by any
person, including a pledgee, in the absence of an effective registration
statement for the shares under the Securities Act of 1933 or an opinion
of counsel satisfactory to the Company that an exemption from
registration is then available."

Without limiting the generality of the foregoing, the Company may delay
issuance of the Shares until completion of any action or obtaining any consent
that the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

VIII. FORMULA OPTIONS

A. Subject to and upon the closing of the initial public offering of
Shares by the Company (the "IPO"), each Non-Employee Board Member shall be
granted automatically a Formula Option to purchase three thousand (3,000)
Shares upon his or her initial election and qualification as a Non-Employee
Board Member or the IPO closing, whichever is later; and, thereafter, shall be
granted automatically a Formula Option to purchase three thousand (3,000)
Shares upon each anniversary of such Non-Employee Board Member's election on
which such person remains an incumbent Non-Employee Board Member.

<PAGE> 19

B. The purchase price of the Shares subject to the Formula Option shall be
equal to one hundred percent (100%) of the Fair Market Value as of the date of
grant.

The Shares subject to each Formula Option granted to a Non-Employee Board
Member shall be fully exercisable upon grant in accordance with the terms of
this Plan. If a Non-Employee Board Member shall cease to be a director of the
Company because of death or Disability, all Shares for which Formula Options
have been granted shall be exercisable in accordance with Paragraphs G and H of
Article VII. If a Non-Employee Board Member ceases to be a director of the
Company for any reason other than death or Disability, his or her right to
exercise the Formula Option, and the timing of such exercise, shall be governed
by the applicable provisions of Paragraph F of Article VII.

C. Formula Options shall be evidenced by an Award Agreement which shall
conform to the requirements of the Plan, and may contain such other provisions
not inconsistent therewith, as the Committee shall deem advisable. The
provisions of Article VII governing Nonstatutory Options, and the exercise and
issuance thereof, shall apply to Formula Options to the extent such provisions
are not inconsistent with this Article VIII.

IX. REQUIRED TERMS AND CONDITIONS OF RESTRICTED STOCK

A. The Committee may from time to time grant an Award in Shares of Common
Stock or grant an Award denominated in units of Common Stock, for such
consideration, if any, as the Committee deems appropriate (which amount may be
less than the Fair Market Value of the Common Stock on the date of the Award),
and subject to such restrictions and conditions and other terms as the
Committee may determine at the time of the Award (including, but not limited
to, continuous service with the Company or its Affiliates, achievement of
specific business objectives, increases in specified indices, attaining growth
rates, and other measurements of Company or Affiliate performance), and subject
further to the general provisions of the Plan, the applicable Award Agreement,
and the following specific rules.

B. If Shares of Restricted Stock are awarded, such Shares cannot be
assigned, sold, transferred, pledged, or hypothecated prior to the lapse of the
restrictions applicable thereto, and, in no event, prior to six (6) months from
the date of the Award. The Company shall issue, in the name of the
Participant, stock certificates representing the total number of Shares of
Restricted Stock awarded to the Participant, as soon as may be reasonably
practicable after the grant of the Award, which certificates shall be held by
the Secretary of the Company as provided in Paragraph G.

C. Restricted Stock issued to a Participant under the Plan shall be
governed by an Award Agreement that shall specify whether Shares of Common
Stock are awarded to the Participant, or whether the Award shall be one not of
Shares of Common Stock but one

<PAGE> 20

denominated in units of Common Stock, any consideration required thereto, and
such other provisions as the Committee shall determine.

D. Subject to the provisions of Paragraphs B and E hereof and the
restrictions set forth in the related Award Agreement, the Participant
receiving an Award of Shares of Restricted Stock shall thereupon be a
stockholder with respect to all of the Shares represented by such certificate
or certificates and shall have the rights of a stockholder with respect to such
Shares, including the right to vote such Shares and to receive dividends and
other distributions made with respect to such Shares. All Common Stock
received by a Participant as the result of any dividend on the Shares of
Restricted Stock, or as the result of any stock split, stock distribution, or
combination of the Shares affecting Restricted Stock, shall be subject to the
restrictions set forth in the related Award Agreement.

E. Restricted Stock awarded to a Participant pursuant to the Plan will be
forfeited, and any Shares of Restricted Stock or units of Restricted Stock sold
to a Participant pursuant to the Plan may, at the Company's option, be resold
to the Company for an amount equal to the price paid therefor, and in either
case, such Restricted Stock shall revert to the Company, if the Company so
determines in accordance with Article XIV or any other condition set forth in
the Award Agreement, or, alternatively, if the Participant's employment with
the Company or its Affiliates terminates, other than for reasons set forth in
Article XIII, prior to the expiration of the forfeiture or restriction
provisions set forth in the Award Agreement.

F. The Committee, in its discretion, shall have the power to accelerate
the date on which the restrictions contained in the Award Agreement shall lapse
with respect to any or all Restricted Stock awarded under the Plan.

G. The Secretary of the Company shall hold the certificate or certificates
representing Shares of Restricted Stock issued under the Plan, properly
endorsed for transfer, on behalf of each Participant who holds such Shares,
until such time as the Shares of Restricted Stock are forfeited, resold to the
Company, or the restrictions lapse. Any Restricted Stock denominated in units
of Common Stock, if not previously forfeited, shall be payable in accordance
with Article XV as soon as practicable after the restrictions lapse.

H. The Committee may prescribe such other restrictions, conditions, and
terms applicable to Restricted Stock issued to a Participant under the Plan
that are neither inconsistent with nor prohibited by the Plan or the Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions of this Article or any Award Agreement in installments.

X. REQUIRED TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

If deemed by the Committee to be in the best interests of the Company, a
Participant may be granted a Right. Each Right shall be granted subject to
such restrictions and conditions and

<PAGE> 21

other terms as the Committee may specify in the Award Agreement at the time the
Right is granted, subject to the general provisions of the Plan, and the
following specific rules.

A. Rights may be granted, if at all, either singly, in combination with
another Award, or in tandem with another Award. At the time of grant of a
Right, the Committee shall specify the base price of Common Stock to be used in
connection with the calculation described in Paragraph B below, provided that
the base price shall not be less than one hundred percent (100%) of the Fair
Market Value of a Share of Common Stock on the date of grant, unless approved
by the Board.

B. Upon exercise of a Right, which shall be not less than six (6) months
from the date of the grant, the Participant shall be entitled to receive in
accordance with Article XV, and as soon as practicable, the excess of the Fair
Market Value of one Share of Common Stock on the date of exercise over the base
price specified in such Right, multiplied by the number of Shares of Common
Stock then subject to the Right, or the portion thereof being exercised.

C. Notwithstanding anything herein to the contrary, if the Award granted
to a Participant allows him or her to elect to cancel all or any portion of an
unexercised Option by exercising an additional or tandem Right, then the Option
price per Share of Common Stock shall be used as the base price specified in
Paragraph A to determine the value of the Right upon such exercise and, in the
event of the exercise of such Right, the Company's obligation with respect to
such Option or portion thereof shall be discharged by payment of the Right so
exercised. In the event of such a cancellation, the number of Shares as to
which such Option was canceled shall become available for use under the Plan,
less the number of Shares, if any, received by the Participant upon such
cancellation in accordance with Article XV.

D. A Right may be exercised only by the Participant (or, if applicable
under Article XIII, by a legatee or legatees of such Right, or by the
Participant's executors, personal representatives, or distributees).

XI. PERFORMANCE AWARDS

A. A Participant may be granted an Award that is subject to performance
conditions specified by the Committee. The Committee may use business criteria
and other measures of performance it deems appropriate in establishing any
performance conditions (including, but not limited to, continuous service with
the Company or its Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and other measurements
of Company or Affiliate performance), and may exercise its discretion to reduce
or increase the amounts payable under any Award subject to performance
conditions, except as otherwise limited under Paragraphs C and D, below, in the
case of a Performance Award intended to qualify under Code Section 162(m).

<PAGE> 22

B. Any Performance Award will be forfeited if the Company so determines in
accordance with Article XIV or any other condition set forth in the Award
Agreement, or, alternatively, if the Participant's employment with the Company
or its Affiliates terminates, other than for reasons set forth in Article XIII,
prior to the expiration of the time period over which the performance
conditions are to be measured.

C. If the Committee determines that a Performance Award to be granted to a
Key Employee should qualify as "performance-based compensation" for purposes of
Code Section 162(m), the grant and/or settlement of such Performance Award
shall be contingent upon achievement of preestablished performance goals and
other terms set forth in this Paragraph C.

1. Performance Goals Generally. The performance goals for such
Performance Awards shall consist of one or more business criteria and a
targeted level or levels of performance with respect to such criteria, as
specified by the Committee consistent with this Paragraph C. Performance
goals shall be objective and shall otherwise meet the requirements of
Code Section 162(m), including the requirement that the level or levels
of performance targeted by the Committee result in the performance goals
being "substantially uncertain." The Committee may determine that more
than one performance goal must be achieved as a condition to settlement
of such Performance Awards. Performance goals may differ for Performance
Awards granted to any one Participant or to different Participants.

2. Business Criteria. One or more of the following business criteria
for the Company, on a consolidated basis, and/or for specified Affiliates
or business units of the Company (except with respect to the total
stockholder return and earnings per share criteria), shall be used
exclusively by the Committee in establishing performance goals for such
Performance Awards: (1) total stockholder return; (2) such total
stockholder return as compared to the total return (on a comparable
basis) of a publicly available index such as, but not limited to, the
Standard & Poor's 500 or the Nasdaq-U.S. Index; (3) net income; (4)
pre-tax earnings; (5) EBITDA; (6) pre-tax operating earnings after
interest expense and before bonuses, service fees, and extraordinary or
special items; (7) operating margin; (8) earnings per share; (9) return
on equity; (10) return on capital; (11) return on investment; (12)
operating income, excluding the effect of charges for acquired in-process
technology and before payment of executive bonuses; (13) earnings per
share, excluding the effect of charges for acquired in-process technology
and before payment of executive bonuses; (14) working capital; and (15)
total revenues. The foregoing business criteria also may be used in
establishing performance goals for Cash Awards granted under Article XII
hereof.

3. Compensation Limitation. No Key Employee may receive a
Performance Award in excess of $2,400,000 for any three (3) year period.

<PAGE> 23

D. Achievement of performance goals in respect of such Performance Awards
shall be measured over such periods as may be specified by the Committee.
Performance goals shall be established on or before the dates that are required
or permitted for "performance-based compensation" under Code Section 162(m).

E. Settlement of Performance Awards may be in cash or Shares, or other
property, in the discretion of the Committee. The Committee may, in its
discretion, reduce the amount of a settlement otherwise to be made in
connection with such Performance Awards, but may not exercise discretion to
increase any such amount payable in respect of a Performance Award subject to
Code Section 162(m).

XII. REQUIRED TERMS AND CONDITIONS OF CASH AWARDS

A. The Committee may from time to time authorize the award of cash
payments under the Plan to Participants, subject to such restrictions and
conditions and other terms as the Committee may determine at the time of
authorization (including, but not limited to, continuous service with the
Company or its Affiliates, achievement of specific business objectives,
increases in specified indices, attaining growth rates, and other measurements
of Company or Affiliate performance), and subject to the general provisions of
the Plan, the applicable Award Agreement, and the following specific rules.

B. Any Cash Award will be forfeited if Company so determines in accordance
with Article XIV or any other condition set forth in the Award Agreement, or,
alternatively, if the Participant's employment with the Company or its
Affiliates terminates, other than for reasons set forth in Article XIII, prior
to the attainment of any goals set forth in the Award Agreement or prior to the
expiration of the forfeiture or restriction provisions set forth in the Award
Agreement, whichever is applicable.

C. The Committee, in its discretion, shall have the power to change the
date on which the restrictions contained in the Award Agreement shall lapse, or
the date on which goals are to be measured, with respect to any Cash Award.

D. Any Cash Award, if not previously forfeited, shall be payable in
accordance with Article XV as soon as practicable after the restrictions lapse
or the goals are attained.

E. The Committee may prescribe such other restrictions, conditions, and
terms applicable to the Cash Awards issued to a Participant under the Plan that
are neither inconsistent with nor prohibited by the Plan or the Award
Agreement, including, without limitation, terms providing for a lapse of the
restrictions, or a measurement of the goals, in installments.

XIII. TERMINATION OF EMPLOYMENT

<PAGE> 24

Except as may otherwise be (i) provided in Article VII for Options, (ii)
provided for under the Award Agreement, or (iii) permitted pursuant to
Paragraphs A through C of this Article XIII (subject to the limitations under
the Code for Incentive Options), if the employment of a Participant terminates,
all unexpired, unpaid, unexercised, or deferred Awards shall be canceled
immediately.

A. RETIREMENT UNDER A COMPANY OR AFFILIATE RETIREMENT PLAN. When a
Participant's employment terminates as a result of retirement as defined under
a Company or Affiliate retirement plan, the Committee may permit Awards to
continue in effect beyond the date of retirement in accordance with the
applicable Award Agreement, and/or the exercisability and vesting of any Award
may be accelerated.

B. RESIGNATION IN THE BEST INTERESTS OF THE COMPANY OR AN AFFILIATE. When
a Participant resigns from the Company or an Affiliate and, in the judgment of
the chief executive officer or other senior officer designated by the
Committee, the acceleration and/or continuation of outstanding Awards would be
in the best interests of the Company, the Committee may (i) authorize, where
appropriate, the acceleration and/or continuation of all or any part of Awards
granted prior to such termination and (ii) permit the exercise, vesting, and
payment of such Awards for such period as may be set forth in the applicable
Award Agreement, subject to earlier cancellation pursuant to Article XIV or at
such time as the Committee shall deem the continuation of all or any part of
the Participant's Awards are not in the Company's or its Affiliate's best
interests.

C. DEATH OR DISABILITY OF A PARTICIPANT.

1. In the event of a Participant's death, the Participant's estate or
beneficiaries shall have a period up to the earlier of (i) the expiration
date specified in the Award Agreement, or (ii) the expiration date
specified in Paragraph H of Article VII, within which to receive or
exercise any outstanding Awards held by the Participant under such terms
as may be specified in the applicable Award Agreement. Rights to any
such outstanding Awards shall pass by will or the laws of descent and
distribution in the following order: (a) to beneficiaries so designated
by the Participant; (b) to a legal representative of the Participant; or
(c) to the persons entitled thereto as determined by a court of competent
jurisdiction. Awards so passing shall be made at such times and in such
manner as if the Participant were living.

2. In the event a Participant is determined by the Company to be
Disabled, and subject to the limitations of Paragraph G of Article VII,
Awards may be paid to, or exercised by, the Participant, if legally
competent, or by a legally designated guardian or other representative if
the Participant is legally incompetent by virtue of such Disability.

3. After the death or Disability of a Participant, the Committee may
in its sole discretion at any time (i) terminate restrictions in Award
Agreements; (ii) accelerate

<PAGE> 25

any or all installments and rights; and/or (iii) instruct the Company to
pay the total of any accelerated payments in a lump sum to the
Participant, the Participant's estate, beneficiaries or representative,
notwithstanding that, in the absence of such termination of restrictions
or acceleration of payments, any or all of the payments due under the
Awards ultimately might have become payable to other beneficiaries.

XIV. CANCELLATION AND RESCISSION OF AWARDS

Unless the Award Agreement specifies otherwise, the Committee may cancel
any unexpired, unpaid, unexercised, or deferred Awards at any time if the
Participant is not in compliance with the applicable provisions of the Award
Agreement, the Plan, or with the following conditions:

A. A Participant shall not breach any protective agreement entered into
between him or her and the Company or any Affiliates, or render services for
any organization or engage directly or indirectly in any business which, in the
judgment of the chief executive officer of the Company or other senior officer
designated by the Committee, is or becomes competitive with the Company, or
which organization or business, or the rendering of services to such
organization or business, is or becomes otherwise prejudicial to or in conflict
with the interests of the Company. For a Participant whose employment has
terminated, the judgment of the chief executive officer shall be based on terms
of the protective agreement, if applicable, or on the Participant's position
and responsibilities while employed by the Company or its Affiliates, the
Participant's post-employment responsibilities and position with the other
organization or business, the extent of past, current, and potential
competition or conflict between the Company and other organization or business,
the effect of the Participant's assuming the post-employment position on the
Company's or its Affiliate's customers, suppliers, investors, and competitors,
and such other considerations as are deemed relevant given the applicable facts
and circumstances. A Participant may, however, purchase as an investment or
otherwise, stock or other securities of any organization or business so long as
they are listed upon a recognized securities exchange or traded
over-the-counter, and such investment does not represent a substantial
investment to the Participant or a greater than one percent (1%) equity
interest in the organization or business.

B. A Participant shall not, without prior written authorization from the
Company, disclose to anyone outside the Company or its Affiliates, or use in
other than the Company's or Affiliate's business, any confidential information
or materials relating to the business of the Company or its Affiliates,
acquired by the Participant either during or after employment with the Company
or its Affiliates.

C. A Participant shall disclose promptly and assign to the Company all
right, title, and interest in any invention or idea, patentable or not, made or
conceived by the Participant during employment with the Company or an
Affiliate, relating in any manner to the actual or anticipated business,
research, or development work of the Company or its Affiliates, and shall do
anything reasonably necessary to enable the Company or its Affiliates to secure
a patent,

<PAGE> 26

trademark, copyright, or other protectable interest where appropriate in the
United States and in foreign countries.

Upon exercise, payment, or delivery pursuant to an Award, the Participant shall
certify on a form acceptable to the Committee that he or she is in compliance
with the terms and conditions of the Plan, including the provisions of
Paragraphs A, B or C of this Article XIV. Failure to comply with the
provisions of Paragraphs A, B or C of this Article XIV prior to, or during the
one (1) year period after, any exercise, payment, or delivery pursuant to an
Award shall cause such exercise, payment, or delivery to be rescinded. The
Company shall notify the Participant in writing of any such rescission within
two (2) years after such exercise, payment, or delivery. Within ten (10) days
after receiving such a notice from the Company, the Participant shall pay to
the Company the amount of any gain realized or payment received as a result of
the rescinded exercise, payment, or delivery pursuant to the Award. Such
payment shall be made either in cash or by returning to the Company the number
of Shares of Common Stock that the Participant received in connection with the
rescinded exercise, payment, or delivery.

XV. PAYMENT OF RESTRICTED STOCK, RIGHTS, PERFORMANCE AWARDS AND CASH AWARDS

Payment of Restricted Stock, Rights, Performance Awards and Cash Awards
may be made, as the Committee shall specify, in the form of cash, Shares of
Common Stock, or combinations thereof; provided, however, that a fractional
Share of Common Stock shall be paid in cash equal to the Fair Market Value of
the fractional Share of Common Stock at the time of payment.

XVI. WITHHOLDING

Except as otherwise provided by the Committee,

A. The Company shall have the power and right to deduct or withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, and local taxes required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan; and

B. In the case of payments of Awards, or upon any other taxable event
hereunder, a Participant may elect, subject to the approval in advance by the
Committee, to satisfy the withholding requirement, if any, in whole or in part,
by having the Company withhold Shares of Common Stock that would otherwise be
transferred to the Participant having a Fair Market Value, on the date the tax
is to be determined, equal to the minimum marginal tax that could be imposed on
the transaction. All elections shall be made in writing and signed by the
Participant.

XVII. SAVINGS CLAUSE

<PAGE> 27

This Plan is intended to comply in all respects with applicable law and
regulations, including, (i) with respect to those Participants who are officers
or directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and Exchange Commission, if applicable, and (ii) with respect to
executive officers, Code Section 162(m). In case any one or more provisions of
this Plan shall be held invalid, illegal, or unenforceable in any respect under
applicable law and regulation (including Rule 16b-3 and Code Section 162(m)),
the validity, legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby and the invalid, illegal, or
unenforceable provision shall be deemed null and void; however, to the extent
permitted by law, any provision that could be deemed null and void shall first
be construed, interpreted, or revised retroactively to permit this Plan to be
construed in compliance with all applicable law (including Rule 16b-3 and Code
Section 162(m)) so as to foster the intent of this Plan. Notwithstanding
anything herein to the contrary, with respect to Participants who are officers
and directors for purposes of Section 16 of the Exchange Act, if applicable,
and if required to comply with rules promulgated thereunder, no grant of, or
Option to purchase, Shares shall permit unrestricted ownership of Shares by the
Participant for at least six (6) months from the date of grant or Option,
unless the Board determines that the grant of, or Option to purchase, Shares
otherwise satisfies the then current Rule 16b-3 requirements.

XVIII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS

In the event that the outstanding Shares of the Company are changed into
or exchanged for a different number or kind of shares or other securities of
the Company or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, change in par value, stock
split-up, combination of shares or dividends payable in capital stock, or the
like, appropriate adjustments to prevent dilution or enlargement of the Awards
granted to, or available for, Participants shall be made in the manner and kind
of Shares for the purchase of which Awards may be granted under the Plan, and,
in addition, appropriate adjustment shall be made in the number and kind of
Shares and in the Option price per share subject to outstanding Options. The
foregoing notwithstanding, no such adjustment shall be made in an Incentive
Option which shall, within the meaning of Section 424 of the Code, constitute
such a modification, extension, or renewal of an Option as to cause it to be
considered as the grant of a new Option.

Notwithstanding anything herein to the contrary, the Company may, in its
sole discretion, accelerate the timing of the exercise provisions of any Award
in the event of a tender offer for the Company's Shares, the adoption of a plan
of merger or consolidation under which a majority of the Shares of the Company
would be eliminated, or a sale of all or any portion of the Company's assets or
capital stock. Alternatively, the Company may, in its sole discretion, cancel
any or all Awards upon any of the foregoing events and provide for the payment
to Participants in cash of an amount equal to the value or appreciated value,
whichever is applicable, of the Award, as determined in good faith by the
Committee, at the close of business on the date of such event. The preceding
two sentences of this Article XVIII notwithstanding, the Company shall be

<PAGE> 28

required to accelerate the timing of the exercise provisions of any Award if
(i) any such business combination is to be accounted for as a
pooling-of-interests under APB Opinion 16 and (ii) the timing of such
acceleration does not prevent such pooling-of-interests treatment.

Upon a business combination by the Company or any of its Affiliates with
any corporation or other entity through the adoption of a plan of merger or
consolidation or a share exchange or through the purchase of all or
substantially all of the capital stock or assets of such other corporation or
entity, the Board or the Committee may, in its sole discretion, grant Options
pursuant hereto to all or any persons who, on the effective date of such
transaction, hold outstanding options to purchase securities of such other
corporation or entity and who, on and after the effective date of such
transaction, will become employees or directors of, or consultants or advisors
to, the Company or its Affiliates. The number of Shares subject to such
substitute Options shall be determined in accordance with the terms of the
transaction by which the business combination is effected. Notwithstanding the
other provisions of this Plan, the other terms of such substitute Options shall
be substantially the same as or economically equivalent to the terms of the
options for which such Options are substituted, all as determined by the Board
or by the Committee, as the case may be. Upon the grant of substitute Options
pursuant hereto, the options to purchase securities of such other corporation
or entity for which such Options are substituted shall be cancelled
immediately.

XIX. DISSOLUTION OR LIQUIDATION OF THE COMPANY

Upon the dissolution or liquidation of the Company other than in
connection with a transaction to which Article XVIII is applicable, all Awards
granted hereunder shall terminate and become null and void; provided, however,
that if the rights of a Participant under the applicable Award have not
otherwise terminated and expired, the Participant may, if the Committee, in its
sole discretion, so permits, have the right immediately prior to such
dissolution or liquidation to exercise any Award granted hereunder to the
extent that the right thereunder has become exercisable as of the date
immediately prior to such dissolution or liquidation.

XX. TERMINATION OF THE PLAN

The Plan shall terminate (10) years from the earlier of the date of its
adoption by the Board or the date of its approval by the stockholders. The
Plan may be terminated at an earlier date by vote of the stockholders or the
Board; provided, however, that any such earlier termination shall not affect
any Award Agreements executed prior to the effective date of such termination.
Notwithstanding anything in this Plan to the contrary, any Options granted
prior to the effective date of the Plan's termination may be exercised until
the earlier of (i) the date set forth in the Award Agreement, or (ii) in the
case of an Incentive Option, ten (10) years from the date the Option is
granted; and the provisions of the Plan with respect to the full and final
authority of the Committee under the Plan shall continue to control.

XXI. AMENDMENT OF THE PLAN

<PAGE> 29

The Plan may be amended by the Board and such amendment shall become
effective upon adoption by the Board; provided, however, that any amendment
that (i) increases the numbers of Shares that may be granted under this Plan,
other than as provided by Article XVIII, (ii) materially modifies the
requirements as to eligibility to participate in the Plan, (iii) materially
increases the benefits to Participants, (iv) extends the period during which
Incentive Options may be granted or exercised, or (v) changes the designation
of the class of employees eligible to receive Incentive Options, or otherwise
causes the Incentive Options to no longer qualify as "incentive stock options"
as defined in Section 422 of the Code, also shall be subject to the approval of
the stockholders of the Company within one (1) year either before or after such
adoption by the Board, subject to the requirements of Article XVII of the Plan.

XXII. EMPLOYMENT RELATIONSHIP

Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating the employment of a Participant, nor to prevent a
Participant from terminating the Participant's employment with the Company or
an Affiliate.

XXIII. INDEMNIFICATION OF COMMITTEE

In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against all reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken by them as directors or members of the Committee and against all amounts
paid by them in settlement thereof (provided such settlement is approved by the
Board) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that the director or Committee member is
liable for gross negligence or willful misconduct in the performance of his or
her duties. To receive such indemnification, a director or Committee member
must first offer in writing to the Company the opportunity, at its own expense,
to defend any such action, suit or proceeding.

XXIV. UNFUNDED PLAN

Insofar as it provides for payments in cash in accordance with Article XV,
or otherwise, the Plan shall be unfunded. Although bookkeeping accounts may be
established with respect to Participants who are entitled to cash, Common
Stock, or rights thereto under the Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required to segregate
any assets that may at any time be represented by cash, Common Stock, or rights
thereto, nor shall the Plan be construed as providing for such segregation, nor
shall the Company, the Board, or the Committee be deemed to be a trustee of any
cash, Common Stock,

<PAGE> 30

or rights thereto to be granted under the Plan. Any liability of the Company
to any Participant with respect to a grant of cash, Common Stock, or rights
thereto under the Plan shall be based solely upon any contractual obligations
that may be created by the Plan and any Award Agreement; no such obligation of
the Company shall be deemed to be secured by any pledge or other encumbrance on
any property of the Company. Neither the Company nor the Board nor the
Committee shall be required to give any security or bond for the performance of
any obligation that may be created by the Plan.

<PAGE> 31

XXV. MITIGATION OF EXCISE TAX

If any payment or right accruing to a Participant under this Plan (without
the application of this Article XXV), either alone or together with other
payments or rights accruing to the Participant from the Company or an
Affiliate, would constitute a "parachute payment" (as defined in Section 280G
of the Code and regulations thereunder), such payment or right shall be reduced
to the largest amount or greatest right that will result in no portion of the
amount payable or right accruing under the Plan being subject to an excise tax
under Section 4999 of the Code or being disallowed as a deduction under Section
280G of the Code. The determination of whether any reduction in the rights or
payments under this Plan is to apply shall be made by the Company. The
Participant shall cooperate in good faith with the Company in making such
determination and providing any necessary information for this purpose.

XXVI. EFFECTIVE DATE

This Plan shall become effective upon adoption by the Board, provided that
the Plan is approved by the stockholders of the Company before or at the
Company's next annual meeting, but in no event shall stockholder approval be
sought more than one (1) year after such adoption by the Board.

XXVII. GOVERNING LAW

This Plan shall be governed by the laws of the State of Michigan and
construed in accordance therewith.

Adopted this ____ day of September, 1996

<PAGE> 1
EXHIBIT 10.4

TAX INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made and entered into as of this ____ day of September,
1996, by and among Superior Consultant Company, Inc., a Michigan corporation
(the "COMPANY"), and each of the persons listed on the signature page hereto
(collectively, the "STOCKHOLDERS" and each individually a "STOCKHOLDER").

INTRODUCTION

For the period from _______, [1984] through the date on which the Company
ceases to be an S Corporation (the "S CORPORATION PERIOD"), the Company has
been an "S" corporation under SECTION 1362 of the Internal Revenue Code of
1986, as amended (the "CODE"). Accordingly, during the S Corporation Period,
the Company has not incurred any federal, state or local income tax liability.
Rather, the Company's items of income, loss and deductions have been taxes to
the Stockholders. As a result of transactions by the Company in connection
with the formation of a holding company and initial public offering of common
stock, the Company will cease to be an S Corporation. Accordingly, the parties
to this Agreement desire to set forth their agreement with respect to certain
income taxes which may be imposed upon the stockholders after the S corporation
Period as a result of the conduct of the Company's business during the S
Corporation Period.

IT IS, THEREFORE, AGREED:

1. Indemnification.

(a) "TAX ADJUSTMENT" means with respect to each Stockholder, any
adjustment to such Stockholder's taxable income, loss, or credits as a result
of a change in the Company's taxable income, loss, or credits during the S
Corporation Period, whether as a result of the Company filing amended tax
returns or from an adjustment proposed by a Taxing Authority.

(b) "TAXING AUTHORITY" shall mean any governmental taxing authority,
including without limitation, the Internal Revenue Service, the Illinois
Department of Revenue or any other state or local taxing authority.

(c) The Company will indemnify each Stockholder against (i) any liability
for federal, state or local income taxes of such Stockholder resulting from any
Tax Adjustment, (ii) any interest, penalties or additions to taxes payable by
such Stockholder attributable to any Tax Adjustment and (iii) any fees and
expenses incurred by such Stockholder in connection with any Tax Adjustment,
including attorney and accountants' fees (and "INDEMNIFICATION PAYMENT"). Any
Indemnification Payment will be made by the Company promptly after the Tax
Adjustment has been finally determined but prior to

<PAGE> 2

the date on which the Stockholder is required to pay the taxes, interest and
any penalties from the Tax Adjustment.

(d) Any Indemnification Payment will be reduced to reflect any tax
reductions or refunds (including any interest thereon) that a Stockholder
receives (up to the amount of the Indemnification Payment) and that are
attributable to correlative changes to such Stockholder's share of the
Company's taxable income or loss, tax credits or tax credit recapture in
another year in which the Company was an S Corporation.

(e) Any Indemnification Payment will (after any reduction under SECTION
1(D) be increased (the "GROSS-UP") to reflect any federal, state or local
income taxes imposed on the receipt of which Indemnification Payment (including
any such taxes imposed as a result of the Gross-Up Payment under this sentence)
pursuant to the following formula: the Gross-Up amount will equal the result
of (i) the Indemnification Payment divided by the difference between one and
the Stockholder's effective federal, state, and local income tax rates, less
(ii) the Indemnification Payment. For example, if the Indemnification Payment
is $100 and the Stockholder's effective combined tax rate is 40%, then the
Gross-Up amount would be $66.67.

2. REFUNDS. Any refund of federal, state or local income taxes received by
a Stockholder resulting from any Tax Adjustment, to the extent not applied to
offset an Indemnification Payment pursuant to SECTION 1(D) above, net of any
federal, state or local income taxes payable as a result of such refund shall
be contributed to the Company by such Stockholder, promptly after the receipt
thereof, as a contribution to the capital of the Company.

3. TAX CONTESTS; NO SETTLEMENT. With respect to any audit of the Company
by any Taxing Authority during the S Corporation Period, the Company may, on
its own behalf and at the its own expense, request that the Stockholders
contest any Tax Adjustment proposed by a Taxing Authority. If the Company
requests that any proposed Tax Adjustment be contested, then the Stockholders
will, at the Company's expense, contest the proposed Tax Adjustment consistent
with any reasonable instructions from the Company or permit the Company and its
representatives, at the Company's request, to contest the proposed Tax
Adjustment (including pursuing all remaining administrative and judicial
appeals). The Stockholder may not enter into a settlement or other compromise
with respect to any Tax Adjustment, or forego or terminate any proceeding
otherwise required under this Agreement, without the consent of the Company,
which may not be unreasonably withheld.

4. MISCELLANEOUS.

(a) Survival. The covenants and agreements of the parties set forth in
this Agreement will survive indefinitely.

<PAGE> 3

(b) Notices. All notices, requests, demands and other communications
which are required or permitted to be given under this Agreement must be in
writing.

(c) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes all prior agreements and understandings, oral and written, between
the parties with respect to the subject matter of this Agreement.

(d) Binding Effect. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.

(e) Amendments. No provision of this Agreement may be amended, waived or
otherwise modified without the prior written consent of each of the parties
(and, in the case of the Company, the consent of a majority of the independent
directors of the Company).

(f) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Michigan, without reference to
principles of conflicts of law.

(g) Counterparts. This Agreement may be executed by any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.

SUPERIOR CONSULTANT COMPANY, INC.

By: ___________________________________
Name: _________________________________
Its: __________________________________

STOCKHOLDERS:

_______________________________________
Richard D. Helppie, Jr.

_______________________________________
Charles O. Bracken

_______________________________________
Robert R. Tashiro
_

<PAGE> 1
EXHIBT 10.5

SUPERIOR CONSULTANT COMPANY, INC.

EMPLOYMENT AGREEMENT

Employment agreement, between Superior Consultant Company, Inc., a Michigan
Corporation ("Superior", "the company"), 31731 Northwestern Highway, Suite 250
West, Farmington Hills, Michigan 48334 and Charles O. Bracken, 1762 Iroquois,
Detroit, Michigan 48214 ("the employee"). This employment agreement supersedes
any and all prior Employment Agreements and Amendments per the effective date
below.

TERMS AND CONDITIONS OF EMPLOYMENT: Employment shall commence on March 16,
1987, as stated in the original employment agreement. Terms of this employment
agreement shall be effective January 1, 1996, and will expire pursuant to
section below entitled "Termination of Employment Agreement," except as
otherwise provided in this Employment Agreement. There is no fixed or minimum
term to this agreement. The employee recognizes that he/she is serving solely
at the will of the company. Further, the employee recognizes that his/her
employment can be terminated by the company, with or without cause, for any
reason whatsoever, at any time by notice from the company. The employee agrees
that there is no continuing right to compensation. The employee further
recognizes his/her obligations under applicable sections of this agreement,
including, but not limited to, the sections governing employee warranties,
non-competition, proprietary rights, and confidential information, will survive
any termination of employment of this Employment Agreement.

TERMINATION OF EMPLOYMENT AGREEMENT: This Employment Agreement may be
terminated by Superior or the employee, with or without cause at any time upon
ninety (90) days written notice.

CLASSIFICATION AND DUTIES: The employee's title shall be Executive Vice
President. The employee shall perform such services as are directed by the
company and described in the service agreement with clients of the company.

COMPENSATION: In full consideration for the services to be provided by the
employee hereunder, the employee shall receive compensation consisting of
salary, employee benefits, stock option and bonus, if any, as described below.
All salary, benefits, stock option, bonus, if any, and reimbursement shall
cease as of the date of any termination of employment.

SALARY: The bi-weekly salary will be $12,500.00.

EMPLOYEE BENEFITS: The company may offer benefits from time to time to its
employees. Eligibility to receive such benefits will be subject to eligibility
rules as defined by the plan. Insurance coverages shall commence in accordance
with the eligibility rules, company policy and the requirement of the insurance
carrier. The company reserves the right to change or revoke any policies or
benefits at any time.

STOCK OPTIONS: These provisions have been deleted as a result of the stock
transaction of 1995.

EXPENSE REIMBURSEMENT: The employee will be reimbursed for reasonable,
necessary and authorized expenses incurred in the course of service and
solicitation of clients in accordance

<PAGE> 2

with company policy. Expense reimbursement incurred in servicing a client will
at no time be greater than that enjoyed by the company in its service agreement
with the client.

COMPANY RESOURCES: The employee recognizes that all company resources of any
kind and nature including but not limited to personnel; equipment and
telephones; software; written materials, methods and procedures; client and
prospect names, files and documentation are the sole property of the company
and shall not be used for personal or any other non-company reasons.

OTHER GAINFUL EMPLOYMENT: The employee shall devote full employment energies,
abilities and time to the performance of services hereunder. The employee is
prohibited from performing services similar to those offered by Superior on
behalf of any other company, organization, individual or other legal entity.
The employee is also prohibited from soliciting or negotiating to perform
services similar to those offered by Superior on behalf of any other company
organization, individual or legal entity. Further, the employee must seek
written approval of the company prior to engaging in any employment of any
nature, similar to the company's services or otherwise.

NON-COMPETITION: In consideration of employment with Superior Consultant
Company, Inc., the employee is prohibited from soliciting business and/or
performing services via direct employment or through a party other than
Superior for a period of one (1) year from the date of any termination of
employment with Superior for clients of Superior or prospective clients of
Superior identified during the term of employment. Employee accepts the
obligation to inform Superior of prospective business opportunities.

For purposes of defining clients and prospective clients relative to
non-competition, a "client" is any entity that Superior has provided services
within the twenty-four (24) month period prior to the date of the employee's
termination; a "prospective client" is any entity that has been subject to
documented Superior sales and marketing activity, other than mass mailings,
within twelve (12) months prior to the employee's termination date.

Further, the employee is prohibited from engaging in healthcare information
systems and management consulting businesses for a period of six (6) months
following the date termination.

PROPRIETARY RIGHTS: The employee agrees that all work and creation of work
products associated with this employment agreement are deemed work for hire for
Superior. In consideration of employment with Superior the employee assigns
and transfers to Superior all property rights of any kind and nature (including
without limitation royalties, other income and property rights) in discoveries,
inventions, patentable material, copyrightable materials (including any
writing, book, article, computer program, work method, film, recording or
graphic production) and other work products. The employee further agrees the
employee shall cause to be furnished to Superior such instruments,
instructions, and documentation as Superior may reasonably require to insure
that the aforesaid rights shall belong to Superior. The employee shall, upon
request by Superior, return or destroy all proprietary information as so
directed by the company.

The only items which may be excluded from this agreement must meet all of the
following criteria:

2
<PAGE> 3

(1) Developed entirely on employee's own time and is outside the
scope of his/her duties with Superior.

(2) Not related to employee's duties as an employee of the
company.

(3) Developed without any use of the company's resources,
facilities, personnel, financial support or data compiled as part of
their work with Superior.

CONFIDENTIAL INFORMATION: The employee recognizes that in the course of
performance of work for the company the employee will obtain access to
materials and information of Superior that constitute trade secrets and
proprietary information of Superior including, without limitation, descriptions
of Superior's products and services, planned products and services, business
and marketting/sales plans, employee compensation plans, employee medical
information the identities of suppliers, customers and prospective customers,
identities of employees and prospective employees, prices and pricing policies
in whatever form received by employee, including without limitation, written,
voice, electronic or magnetic media or graphic display. The employee shall not
utilize any such information for any purpose other than the performance of this
Employment Agreement and shall not disclose any such information to any third
party. The employee shall, upon request by Superior, return or destroy, as
directed by Superior, any media in which such information is recorded.

The employee shall also observe any restrictions with respect to the use and
disclosure of the confidential information of Superiors clients that are
specified in Superior's Service Agreement with the client, or that are
reasonably required by the client.

EMPLOYEE WARRANTIES: By entering into this Agreement, employee represents and
warrants that he/she is able to perform the contemplated duties of employment
without breach of confidentiality or disclosure of proprietary information of
any third party, and that no proprietary information of any third party shall
be disclosed to Superior. Employee also represents and warrants that he/she is
not prohibited from entering into this Employment Agreement by any
non-competition agreement, lawful or unlawful, or any other restrictions.

Further, the employee agrees to indemnify and hold harmless Superior from any
claim or cause of action, including attorney fees, by any person or entity
against Superior arising out of alleged breach by employee of any
confidentiality agreement, non-competition agreement or any other restrictions
inconsistent with foregoing representation of employee.

Employee acknowledges that due to the nature of the business of Superior and
its affiliates, and the value to Superior and its Affiliates, Licensors and
Licensees of Proprietary Information, the breach by Employee of any of the
provisions hereof, including without limitation, Confidentiality, Proprietary
Information, Proprietary Rights and Non-Competition may not adequately be
compensated in damages alone and, therefore, Superior shall be entitled to seek
injunctive relief to prevent any threatened or continuing breach of any of the
terms and provisions hereof, and in addition shall be entitled to seek any and
all other remedies available at law or in equity. In the event Superior takes
legal action to enforce its rights under this Agreement, Superior shall also be
entitled to recover its actual costs and attorney fees.

3
<PAGE> 4

POLICES AND PROCEDURES: The employee recognizes the necessity for company's
policies and procedures and company's right to change, revoke or supplement
published policies and procedures at any time and agrees that he/she will
comply with company's policies and procedures or be subject to corrective
action and/or termination. The employee further understands that the company
expressly reserves the right to discharge "at will," and the company, in its
sole discretion, may either warn, reassign, suspend, or discharge any employee
"at will," whichever it chooses at any time.

TERMINATION OF EMPLOYMENT: In the event employment with the company is
terminated by either the employee or the company, the employee agrees to return
all materials acquired during the term of employment with the company.
Specifically, this is to include without limitation, computer disks, computers,
work papers, notes, articles, phone lists, correspondence, proposals,
addresses, reports, phone cards, office keys and any and all material related
to employment with the company.

FELONY CONVICTIONS: Employee represents and warrants that he/she has never
been convicted of a felony.

VACATION: Employee shall have three (3) weeks paid vacation each employment
year. Vacation must be requested, scheduled and approved in accordance with
company policies. Vacation time does not carry over from one employment year
to the next and there is no cash option to vacation benefits. Upon resignation
and/or termination of employment, vacation is forfeited remaining vacation will
not be converted to cash.

ENTIRE AGREEMENT: This employment agreement constitutes the entire agreement
between the company and the employee and supersedes all prior written or oral
communications with respect to the subject matter hereof. This employment
agreement may be amended only by a writing executed by the company and the
employee.

CHOICE OF LAW AND FORUM: This employment agreement will be governed by and
interpreted in accordance with the laws of the State of Michigan.

Any action arising out of this Agreement or the termination of this Agreement,
or the performance of services under this agreement, or the relationship
between the parties established herein, shall be brought only in the Oakland
County Circuit Court, Michigan, or United States District Court for the Eastern
District of Michigan, Southern Division at Detroit, Michigan, and Employee
hereby consents to and submits to the jurisdiction of either of such courts for
such purpose.

SAVINGS CLAUSE: In the event that any provision of the Employment Agreement is
found to be invalid by any court of competent jurisdiction, the remaining
provisions shall remain in full force and effect.

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

4
<PAGE> 5

I hereby acknowledge that I have voluntarily entered into this Employment
Agreement after having a full and adequate opportunity to review its
provisions.

Acknowledged and accepted

__________________________________ _________________________ _____________
NAME TITLE DATE

5
<PAGE> 6

SUPERIOR CONSULTANT COMPANY, INC.

1996 EXECUTIVE VICE PRESIDENT BONUS PLAN

EFFECTIVE: From: 01/01/96
To: 12/31/96

EMPLOYEE: Charles O. Bracken

BASE BONUS: Annual: $233,000
Monthly: $5,000

ACCEPTANCE OF THIS DOCUMENT CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS
OF THE 1996 EXECUTIVE VICE PRESIDENT BONUS PLAN:

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

Acknowledged and accepted

__________________________________ _________________________ _____________
EMPLOYEE TITLE DATE

6
<PAGE> 7

1996 EXECUTIVE VICE PRESIDENT BONUS PLAN
TERMS AND CONDITIONS

ANNUAL BONUS

In consideration of employee's status as an Executive Vice President of
Superior, employee will be eligible to participate in Superior's 1996 Executive
Vice President Annual Bonus Plan. In addition to the responsibilities outlined
herein, employee has other duties and responsibilities expressed or implied by
the Employment Agreement, compensation plan, normal duties of such stature and
directives of the Company. This plan provides an opportunity for the employee
to receive an annual bonus based upon achievement of revenue, profit and other
criteria as defined below for fiscal year 1996. There is no offer or
commitment, expressed or implied, to renew or continue this plan for any other
year, and the Company reserves the right to re-assign, in its sole discretion,
employee's duties, responsibilities and position as it deems appropriate.

The formula for calculation of Executive Vice President bonuses is shown below.
Revenue, profit and other criteria factors are 25%, 50% and 25% respectively.

REVENUE:

Revenue is defined as monies received by Superior from clients in consideration
for services provided by Superior in fiscal year 1996 reduced by the amount of
any direct expense attributable to such services which are not reimbursed to
Superior by the client.

Direct expenses include without limitation, travel, lodging and sustenance
costs incurred by or on behalf of consultants providing services; unreimbursed
administrative labor and expenses; and other direct expenses including, at
times, travel, lodging and sustenance costs incurred by or on behalf of company
management personnel or support consultants visiting the client site or
servicing the client.

No credit for revenue is made until payment is actually received from the
client. Revenue will be calculated according to generally accepted accounting
principles, and Superior's revenue recognition policies as are effective from
time to time.

PROFIT:

Profit is defined as the Company's net pretax earnings for fiscal year 1996
prior to profit sharing and EVP, VP and other executive annual bonuses (as
determined by Superior's Board) -- excluding investment income and interest.

Profit will be calculated according to generally accepted accounting
principles, in accordance with directives from Superior's Board.

7
<PAGE> 8

OTHER CRITERIA:

Other Criteria are published goals which will be monitored and, in the
Company's sole discretion, will be calculated as shown below. These criteria
include client satisfaction and deal size including the number of clients
producing over $1 million in revenue and the number of large signed contracts.

OTHER BONUS PROVISIONS AND CALCULATION:

Bonuses paid under this plan are contingent upon Superior's actual 1996 revenue
and profit equaling not less than 90% of the projected 1996 revenues and
profit. The 1996 projected revenues and profit will be established during
Superior's annual planning process. The projected and actual revenues and
profit may be adjusted as necessary for extraordinary events such as excluding
growth by acquisition, investment funding initiatives, monies received for
license fees, finder's fees, placement fees or any other form not specifically
consulting business. Bonus rate percentages and the calculation method for
annual Executive Vice President bonuses are as follows:

Performance Bonus Rate %
- ----------- -------------
90% 75%
For each 1.0% between 90% and 100% 2.5%
For each 1.0% over 100% 0.5%

1996 Executive Vice President bonuses are calculated as follows:

Calculation Base Bonus
Factor Bonus Rate %
Revenue = 25% x __________ x _________%
+
Profit = 50% x __________ x _________%
+
Other Criteria = 25% x __________ x _________%

EXAMPLE:

1. Superior projected the 1996 Revenue to be $23,300,000 and the 1996 Profit
to be $3,495,000.

2. Employee A's base bonus is $10,000.

3. The actual 1996 Revenue was $22,135,000 and the 1996 Profit was
$3,495,000

4. Employee A's annual bonus payable would be $9,687.50. (See following
calculation.)

8
<PAGE> 9

Calculation Base Bonus Bonus
Factor Bonus Rate % Payable
Revenue 25% x $10,000 x 87.5% $2,187.50
Profit 50% x $10,000 x 100.0% $5,000.00
Other Criteria 25% x $10,000 x 100.0% $2,500.00
---------
Total Bonus Payable $9,687.50

The Company has the sole right of discretion with regard to designating credit
for revenue and profit and performance to Other Criteria, and the Company
reserves the sole right of discretion with regard to designating eligibility.

Company has the sole right of discretion with regard to assignment of
consultant staff to client projects.

PAYMENT OF BONUS:

Sixty five percent of the annual bonus amount will be sent to payroll on or
before March 1, 1997. The Company, in its sole discretion, will ascertain
whether revenue and profitability percentages and other criteria have been met,
and whether the amounts in accounts receivable either have been or can be
collected. (Employee has the right to reasonably inspect data, rationale and
records to verify finding and conclusions of Company.) The Company reserves
the right to debit the annual bonus amount for bad debt write-offs exceeding
the monthly bonus as described in the section entitled "Monthly Bonus."
Payment of bonuses to terminated employees is solely at the discretion of the
company.

Thirty-five percent of the annual bonus will be deferred for payment no later
than March 1, 2000, subject to and contingent upon employee's continued
employment with the Company on that date.

In the event of employee's death, disability or retirement prior to payment of
earned bonuses, the Company will pay the remaining portion within 90 days of
the event. Payment in the event of the employee's death, will be made by the
Company to the employee's designated beneficiary. Retirement, for purposes of
this bonus, shall be 62 years of age with 3 years service or 15 years service
regardless of age.

MONTHLY BONUS

In consideration of employee's status as a Executive Vice President of
Superior, employee will be eligible to participate in Superior's 1996 Executive
Vice President Monthly Bonus Plan. In addition to the responsibilities
outlined herein, employee has other duties and responsibilities expressed or
implied by the Employment Agreement, compensation plan, normal duties of such
stature and directives of the Company. This plan provides an opportunity for
the employee to receive a monthly bonus based upon achievement of revenue and
profit as defined below during fiscal year 1996 There is no offer or
commitment, expressed or implied, to renew or

9
<PAGE> 10

continue this plan for any other year, and the Company reserves the right to
reassign, in its sole discretion, employee's duties, responsibilities and
position as it deems appropriate

REVENUE:

Revenue is defined as monies received by Superior from clients as consideration
for services provided during each accounting period by Superior in 1996 reduced
by the amount of any direct expenses attributable to such services which are
not reimbursed to Superior by the client.

Direct expenses include, without limitation, travel, lodging and sustenance
costs incurred by or on behalf of employees and/or subcontractors providing
services; unreimbursed administrative labor and expenses; and other direct
expenses including, at times, travel, lodging and sustenance cost, incurred by
or on behalf of company management personnel or support consultants visiting
the client site or servicing the client.

No credit for revenue is made until payment is actually received from the
client. Revenue will be calculated according to generally accepted accounting
principles and Superior's revenue recognition policies that are effective from
time to time.

PROFIT:

Profit is defined as the Company's net accounting period pre-tax earnings prior
to profit sharing and EVP, VP and other executive annual bonuses (as determined
by Superior's Board) - excluding investment income and interest.

Profit will be calculated according to generally accepted accounting
principles, in accordance with directives from Superior's Board.

OTHER BONUS PROVISIONS AND CALCULATION:

Bonuses paid under this plan are contingent upon Superior's actual accounting
period revenue and profit equaling not less than 100% of the projected period
revenues and profit. The projected revenues and profit will be established
during Superior's planning processes. The projected and actual revenues and
profit may be adjusted as necessary to exclude growth by acquisition or
investment funding initiatives. Company reserves final right to set revenue and
profit plans.

The monthly bonus will be subject to debits of five percent of any bad debt
write-offs for non-reimbursed professional fees and ten percent of
non-reimbursed expenses. Write-off amounts exceeding the monthly bonus rate
will be debited against the current month with the excess being debited against
future monthly bonuses remaining in the fiscal year. In the event the write
off amount exceeds remaining monthly bonuses for the fiscal year, the write off
will be debited against the Annual Bonus plan described herein. Monthly bonus
rates and the calculation method for monthly Executive Vice President bonuses
are as follows:

Performance Bonus Rate $

<100% -0-
>100% $5,000

10
<PAGE> 11

Bonus Payable = Bonus Rate $ - Bad Debt Write Off (Bad Debt Professional
Fees x .05)
(Bad Debt Expenses x .10)

EXAMPLE:

1. The Company's revenue target for the period is $1,800,000 and the profit
target for the period is $220,000.

2. Employee A's bonus rate is $5,000 per month.

3. The actual revenue for the period is $1,850,000 and the profit is
$225,000. However, the Company wrote off a $5,000 invoice for
professional fees.

4. Employee A's bonus payable would be $4,750 ($5,000 - [$5,000 x .05]).

Company has the sole right of discretion with regard to assignment of
consultant staff to client projects.

PAYMENT OF BONUS:

The monthly bonus amount will be processed in the last payroll of the month
following the accounting period in which the bonus was credited. The Company,
in its sole discretion, will ascertain whether revenue, profit and other
criteria targets have been met, and whether the amounts in accounts receivable
either have been or can be collected. (Employee has the right to reasonably
inspect data, rationale and records to verify findings, and conclusions of
Company.) Payment of bonuses to terminated employees is solely at the
discretion of the company.

11
<PAGE> 12

ACCEPTANCE OF 1996 VLCE PRESIDENT BONUS PLAN

This 1996 Executive Vice President Bonus Plan, when accepted by the employee
and approved by the Company, supersedes, deletes and replaces in its entirety,
all other bonus plans, Management Group Compensation Plans, commissions,
engagement management and team leader compensation plans either written or oral
issued to the employee.

Acceptance of this 1996 Executive Vice President Bonus Plan does not imply a
continuing right to employment, and it does not constitute a commitment on the
Company's part to employ employee for a specified time period, nor does it
diminish whatsoever the "at will" provisions of the employee's Employment
Agreement with the Company, and except as expressly provided herein,
constitutes no obligation to any compensation while employed by the Company or
thereafter. In the event of a conflict between the terms of this plan and the
employee's Employment Agreement, the Employment Agreement language will
prevail.

Superior Consultant Company, Inc.'s obligation to pay bonuses shall cease on
the date of expiration or termination of employment, Employment Agreement,
Employment Agreement Amendment(s) or 1996 Executive Vice President Bonus Plan.
Except as expressly provided herein, the employee is not entitled to receive
bonuses after such date. No obligation of renewal or implied renewal exists.

This plan may be amended only by a writing executed by the president of
Superior Consultant and the employee. Amendment of this plan does not amend
the terms and conditions of the Employment Agreement or Employment Agreement
Amendments.

This agreement will be governed by and interpreted in accordance with the laws
of the State of Michigan.

Any action arising out of this Agreement or the relationship between the
parties established herein shall be brought only in the Oakland County Circuit
Court, Michigan, or United States District Court for the Eastern District of
Michigan, Southern Division at Detroit, Michigan, and you hereby consent to
and; submit yourself to the jurisdiction of either of such courts for such
purpose.

In the event that any provision of this 1996 Executive Vice President Bonus
Plan is found to be invalid by any court of competent jurisdiction, the
remaining provisions shall remain in full force and effect.

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

I hereby acknowledge that I have voluntarily accepted this 1996 Executive Vice
President Bonus Plan after having a full and adequate opportunity to review its
provisions.

12
<PAGE> 13

Acknowledged and accepted

__________________________________ _________________________ _____________
EMPLOYEE TITLE DATE

<PAGE> 1
EXHIBIT 10.6

SUPERIOR CONSULTANT COMPANY, INC.

EMPLOYMENT AGREEMENT

Employment agreement, between Superior Consultant Company, Inc., a Michigan
Corporation ("Superior", "the company"), 31731 Northwestern Highway, Suite 250
West, Farmington Hills, Michigan 48334 and Robert R. Tashiro, 4585 Kettering
Drive, Roswell, Georgia 30075, ("the employee"). This employment agreement
supersedes any and all prior Employment Agreements and Amendments per the
effective date below.

TERMS AND CONDITIONS OF EMPLOYMENT: Employment shall commence on June 3, 1985,
as stated in the original employment agreement. Terms of this employment
agreement shall be effective January 1, 1996, and will expire pursuant to
section below entitled "Termination of Employment Agreement," except as
otherwise provided in this Employment Agreement. There is no fixed or minimum
term to this agreement. The employee recognizes that he/she is serving solely
at the will of the company. Further, the employee recognizes that his/her
employment can be terminated by the company, with or without cause, for any
reason whatsoever, at any time by notice from the company. The employee agrees
that there is no continuing right to compensation. The employee further
recognizes his/her obligations under applicable sections of this agreement,
including, but not limited to, the sections governing employee warranties,
non-competition, proprietary rights, and confidential information, will survive
any termination of employment of this Employment Agreement.

TERMINATION OF EMPLOYMENT AGREEMENT: This Employment Agreement may be
terminated by Superior or the employee, with or without cause at any time upon
ninety (90) days written notice.

CLASSIFICATION AND DUTIES: The employee's title shall be Senior Vice
President. The employee shall perform such services as are directed by the
company and described in the service agreement with clients of the company.

SALARY: The bi-weekly salary will be $7,692.31.

STOCK OPTIONS: These provisions have been deleted as a result of the stock
transaction of 1995.

EXPENSE REIMBURSEMENT: The employee will be reimbursed for reasonable,
necessary and authorized expenses incurred in the course of service and
solicitation of clients in accordance

<PAGE> 2

with company policy. Expense reimbursement incurred in servicing a client will
at no time be greater than that enjoyed by the company in its service agreement
with the client.

Further, the employee is prohibited from engaging in healthcare information
systems and management consulting businesses for a period of six (6) months
following the date termination.

The only items which may be excluded from this agreement must meet all of the
following criteria:

2
<PAGE> 3

(1) Developed entirely on employee's own time and is outside the
scope of his/her duties with Superior.

(2) Not related to employee's duties as an employee of the
company.

(3) Developed without any use of the company's resources,
facilities, personnel, financial support or data compiled as part of
their work with Superior.

3
<PAGE> 4

POLICIES AND PROCEDURES: The employee recognizes the necessity for company's
policies and procedures and company's right to change, revoke or supplement
published policies and procedures at any time and agrees that he/she will
comply with company's policies and procedures or be subject to corrective
action and/or termination. The employee further understands that the company
expressly reserves the right to discharge "at will," and the company, in its
sole discretion, may either warn, reassign, suspend, or discharge any employee
"at will," whichever it chooses at any time.

FELONY CONVICTIONS: Employee represents and warrants that he/she has never
been convicted of a felony.

CHOICE OF LAW AND FORUM: This employment agreement will be governed by and
interpreted in accordance with the laws of the State of Michigan.

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

4
<PAGE> 5

I hereby acknowledge that I have voluntarily entered into this Employment
Agreement after having a full and adequate opportunity to review its
provisions.

Acknowledged and accepted

__________________________________ _________________________ _____________
NAME TITLE DATE

5
<PAGE> 6

SUPERIOR CONSULTANT COMPANY, INC.

1996 VICE PRESIDENT BONUS PLAN

EFFECTIVE: From:01/01/96
To:12131/96

EMPLOYEE: Robert R. Tashiro

BASE BONUS: Annual: $175,000
Monthly: $3,000

ACCEPTANCE OF THIS DOCUMENT CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS
OF THE 1996 VICE PRESIDENT BONUS PLAN:

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

Acknowledged and accepted

__________________________________ _________________________ _____________
EMPLOYEE TITLE DATE

6
<PAGE> 7

1996 VICE PRESIDENT BONUS PLAN
TERMS AND CONDITIONS

ANNUAL BONUS

In consideration of employee's status as a Vice President of Superior, employee
will be eligible to participate in Superior's 1996 Vice President Annual Bonus
Plan. In addition to the responsibilities outlined herein, employee has other
duties and responsibilities expressed or implied by the Employment Agreement,
compensation plan, normal duties of such stature and directives of the Company.
This plan provides an opportunity for the employee to receive an annual bonus
based upon achievement of revenue, profit and other criteria as defined below
for fiscal year 1996. There is no offer or commitment, expressed or implied,
to renew or continue this plan for any other year, and the Company reserves the
right to re-assign, in its sole discretion, employee's duties, responsibilities
and position as it deems appropriate.

The formula for calculation of Vice President bonuses is shown below. Revenue,
profit and other criteria factors are 25%, 50% and 25% respectively.

REVENUE:

PROFIT:

Profit will be calculated according to generally accepted accounting
principles, in accordance with directives from Superior's Board.

7
<PAGE> 8

OTHER CRITERIA:

OTHER BONUS PROVISIONS AND CALCULATION:

<TABLE>
<CAPTION>
Performance Bonus Rate %*
- ----------- -------------
<S> <C>
90% 75%
For each 1.0% between 90% and 100% 2.5%
For each 1.0% over 100% 0.5%
</TABLE>

1996 Vice President bonuses are calculated as follows:

<TABLE>
<CAPTION>
Calculation Base Bonus
Factor Bonus Rate %
<S> <C> <C> <C> <C> <C> <C>
Revenue = 25% x __________ x _________%
+
Profit = 50% x __________ x _________%
+
Other Criteria = 25% x __________ x _________%
</TABLE>

EXAMPLE:

1. Superior projected the 1996 Revenue to be $23,300,000 and the 1996 Profit
to be $3,495,000.

2. Employee A's base bonus is $10,000.

3. The actual 1996 Revenue was $22,135,000 and the 1996 Profit was
$3,495,000

4. Employee A's annual bonus payable would be $9,687.50. (See following
calculation.)

8
<PAGE> 9

<TABLE>
<CAPTION>
Calculation Base Bonus Bonus
Factor Bonus Rate % Payable
<S> <C> <C> <C> <C> <C> <C>
Revenue 25% x $10,000 x 87.5% $2,187.50
Profit 50% x $10,000 x 100.0% $5,000.00
Other Criteria 25% x $10,000 x 100.0% $2,500.00
---------
Total Bonus Payable $9,687.50
</TABLE>

Company has the sole right of discretion with regard to assignment of
consultant staff to client projects.

PAYMENT OF BONUS:

Thirty-five percent of the annual bonus will be deferred for payment no later
than March 1, 2000, subject to and contingent upon employee's continued
employment with the Company on that date.

MONTHLY BONUS

In consideration of employee's status as a Vice President of Superior, employee
will be eligible to participate in Superior's 1996 Vice President Monthly Bonus
Plan. In addition to the responsibilities outlined herein, employee has other
duties and responsibilities expressed or implied by the Employment Agreement,
compensation plan, normal duties of such stature and directives of the Company.
This plan provides an opportunity for the employee to receive a monthly bonus
based upon achievement of revenue and profit as defined below during fiscal
year 1996. There is no offer or commitment, expressed or implied, to renew or
continue this

9
<PAGE> 10

plan for any other year, and the Company reserves the right to reassign, in its
sole discretion, employee's duties, responsibilities and position as it deems
appropriate

REVENUE:

PROFIT:

Profit will be calculated according to generally accepted accounting
principles, in accordance with directives from Superior's Board.

OTHER BONUS PROVISIONS AND CALCULATION:

Bonuses paid under this plan are contingent upon Superior's actual accounting
period revenue and profit equaling not less than 100% of the projected period
revenues and profit. The projected revenues and profit will be established
during Superior's planning processes . The projected and actual revenues and
profit may be adjusted as necessary to exclude growth by acquisition or
investment funding initiatives. Company reserves final right to set revenue and
profit plans.

<TABLE>
<CAPTION>
Performance Bonus Rate $
<S> <C>
<100% -0-
>100% $3,000
</TABLE>

10
<PAGE> 11

Bonus Payable = Bonus Rate $ - Bad Debt Write Off (Bad Debt Professional Fees x
.05)
(Bad Debt Expenses x .10)

EXAMPLE:

1. The Company's revenue target for the period is $1,800,000 and the profit
target for the period is $220,000.

2. Employee A's bonus rate is $3,000 per month.

3. The actual revenue for the period is $1,850,000 and the profit is
$225,000. However, the Company wrote off a $5,000 invoice for
professional fees.

4. Employee A's bonus payable would be $2,750 ($3,000 - [$5,000 x .05]).

Company has the sole right of discretion with regard to assignment of
consultant staff to client projects.

PAYMENT OF BONUS:

11
<PAGE> 12

ACCEPTANCE OF 1996 VICE PRESIDENT BONUS PLAN

This 1996 Vice President Bonus Plan, when accepted by the employee and approved
by the Company, supersedes, deletes and replaces in its entirety, all other
bonus plans, Management Group Compensation Plans, commissions, engagement
management and team leader compensation plans either written or oral issued to
the employee.

Acceptance of this 1996 Vice President Bonus Plan does not imply a continuing
right to employment, and it does not constitute a commitment on the Company's
part to employ employee for a specified time period, nor does it diminish
whatsoever the "at will" provisions of the employee's Employment Agreement with
the Company, and except as expressly provided herein, constitutes no obligation
to any compensation while employed by the Company or thereafter. In the event
of a conflict between the terms of this plan and the employee's Employment
Agreement, the Employment Agreement language will prevail.

Superior Consultant Company, Inc.'s obligation to pay bonuses shall cease on
the date of expiration or termination of employment, Employment Agreement,
Employment Agreement Amendment(s) or 1996 Vice President Bonus Plan. Except as
expressly provided herein, the employee is not entitled to receive bonuses
after such date. No obligation of renewal or implied renewal exists.

This agreement will be governed by and interpreted in accordance with the laws
of the State of Michigan.

Any action arising out of this Agreement or the relationship between the
parties established herein shall be brought only in the Oakland County Circuit
Court, Michigan, or United States District Court for the Eastern District of
Michigan, Southern Division at Detroit, Michigan, and you hereby consent to and;
submit yourself to the jurisdiction of either of such courts for such purpose.

In the event that any provision of this 1996 Vice President Bonus Plan is found
to be invalid by any court of competent jurisdiction, the remaining provisions
shall remain in full force and effect.

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

I hereby acknowledge that I have voluntarily accepted this 1996 Vice President
Bonus Plan after having a full and adequate opportunity to review its
provisions.

Acknowledged and accepted

12
<PAGE> 13

__________________________________ _________________________ _____________
EMPLOYEE TITLE DATE

<PAGE> 1
EXHIBIT 10.7

SUPERIOR CONSULTANT COMPANY, INC.

EMPLOYMENT AGREEMENT

Employment agreement, between Superior Consultant Company, Inc., a Michigan
Corporation ("Superior", "the company"), 31731 Northwestern Highway, Suite 250
West, Farmington Hills, Michigan 48334 and James T. House, 1007 Montrose, Royal
Oak, Michigan 48073, ("the employee"). This employment agreement supersedes
any and all prior Employment Agreements and Amendments per the effective date
below.

TERMS AND CONDITIONS OF EMPLOYMENT: Employment shall commence on February 1,
1988, as stated in the original employment agreement. Terms of this employment
agreement shall be effective January 1, 1996, and will expire pursuant to
section below entitled "Termination of Employment Agreement," except as
otherwise provided in this Employment Agreement. There is no fixed or minimum
term to this agreement. The employee recognizes that he/she is serving solely
at the will of the company. Further, the employee recognizes that his/her
employment can be terminated by the company, with or without cause, for any
reason whatsoever, at any time by notice from the company. The employee agrees
that there is no continuing right to compensation. The employee further
recognizes his/her obligations under applicable sections of this agreement,
including, but not limited to, the sections governing employee warranties,
non-competition, proprietary rights, and confidential information, will survive
any termination of employment of this Employment Agreement.

TERMINATION OF EMPLOYMENT AGREEMENT: This Employment Agreement may be
terminated by Superior or the employee, with or without cause at any time upon
ninety (90) days written notice.

CLASSIFICATION AND DUTIES: The employee's title shall be Vice President. The
employee shall perform such services as are directed by the company and
described in the service agreement with clients of the company.

SALARY: The bi-weekly salary will be $3,653.85.

STOCK OPTIONS: These provisions have been deleted as a result of the stock
transaction of 1995.

EXPENSE REIMBURSEMENT: The employee will be reimbursed for reasonable,
necessary and authorized expenses incurred in the course of service and
solicitation of clients in accordance

<PAGE> 2

with company policy. Expense reimbursement incurred in servicing a client will
at no time be greater than that enjoyed by the company in its service agreement
with the client.

Further, the employee is prohibited from engaging in healthcare information
systems and management consulting businesses for a period of six (6) months
following the date termination.

The only items which may be excluded from this agreement must meet all of the
following criteria:

<PAGE> 3

(1) Developed entirely on employee's own time and is outside the
scope of his/her duties with Superior.

(2) Not related to employee's duties as an employee of the
company.

(3) Developed without any use of the company's resources,
facilities, personnel, financial support or data compiled as part of
their work with Superior.

<PAGE> 4

FELONY CONVICTIONS: Employee represents and warrants that he/she has never
been convicted of a felony.

CHOICE OF LAW AND FORUM: This employment agreement will be governed by and
interpreted in accordance with the laws of the State of Michigan.

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

<PAGE> 5

I hereby acknowledge that I have voluntarily entered into this Employment
Agreement after having a full and adequate opportunity to review its
provisions.

Acknowledged and accepted

__________________________________ _________________________ _____________
NAME TITLE DATE

<PAGE> 6

SUPERIOR CONSULTANT COMPANY, INC.

1996 VICE PRESIDENT BONUS PLAN

EFFECTIVE: From: 01/01/96

To: 12/31/96

EMPLOYEE: James T. House

BASE BONUS: Annual: $70,000
Monthly: $3,000

ACCEPTANCE OF THIS DOCUMENT CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS
OF THE 1996 VICE PRESIDENT BONUS PLAN:

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

Acknowledged and accepted

__________________________________ _________________________ _____________
EMPLOYEE TITLE DATE

<PAGE> 7

1996 VICE PRESIDENT BONUS PLAN
TERMS AND CONDITIONS

ANNUAL BONUS

The formula for calculation of Vice President bonuses is shown below. Revenue,
profit and other criteria factors are 25%, 50% and 25% respectively.

REVENUE:

PROFIT:

Profit will be calculated according to generally accepted accounting
principles, in accordance with directives from Superior's Board.

<PAGE> 8

OTHER CRITERIA:

OTHER BONUS PROVISIONS AND CALCULATION:

<TABLE>
<CAPTION>
Performance Bonus Rate %
- ----------- -------------
<S> <C>
90% 75%
For each 1.0% between 90% and 100% 2.5%
For each 1.0% over 100% 0.5%
</TABLE>

1996 Vice President bonuses are calculated as follows:

EXAMPLE:

1. Superior projected the 1996 Revenue to be $23,300,000 and the 1996 Profit
to be $3,495,000.

2. Employee A's base bonus is $10,000.

3. The actual 1996 Revenue was $22,135,000 and the 1996 Profit was
$3,495,000

4. Employee A's annual bonus payable would be $9,687.50. (See following
calculation.)

<PAGE> 9
<TABLE>
<CAPTION>
Calculation Base Bonus Bonus
Factor Bonus Rate % Payable
<S> <C> <C> <C> <C> <C> <C>
Revenue 25% x $10,000 x 87.5% $2,187.50
Profit 50% x $10,000 x 100.0% $5,000.00
Other Criteria 25% x $10,000 x 100.0% $2,500.00
---------
Total Bonus Payable $9,687.50
</TABLE>

Company has the sole right of discretion with regard to assignment of
consultant staff to client projects.

PAYMENT OF BONUS:

Thirty-five percent of the annual bonus will be deferred for payment no later
than March 1, 2000, subject to and contingent upon employee's continued
employment with the Company on that date.

MONTHLY BONUS

In consideration of employee's status as a Vice President of Superior, employee
will be eligible to participate in Superior's 1996 Vice President Monthly Bonus
Plan. In addition to the responsibilities outlined herein, employee has other
duties and responsibilities expressed or implied by the Employment Agreement,
compensation plan, normal duties of such stature and directives of the Company.
This plan provides an opportunity for the employee to receive a monthly bonus
based upon achievement of revenue and profit as defined below during fiscal
year 1996 There is no offer or commitment, expressed or implied, to renew or
continue this

<PAGE> 10

plan for any other year, and the Company reserves the right to reassign, in its
sole discretion, employee's duties, responsibilities and position as it deems
appropriate

REVENUE:

PROFIT:

Profit will be calculated according to generally accepted accounting
principles, in accordance with directives from Superior's Board.

OTHER BONUS PROVISIONS AND CALCULATION:

Bonuses paid under this plan are contingent upon Superior's actual accounting
period revenue and profit equaling not less than 100% of the projected period
revenues and profit. The projected revenues and profit will be established
during Superior's planning processes . The projected and actual revenues and
profit may be adjusted as necessary to exclude growth by acquisition or
investment funding initiatives. Company reserves final right to set revenue and
profit plans.

<TABLE>
<CAPTION>
Performance Bonus Rate $
<S> <C>
>100% -0-
<100% $3,000
</TABLE>

<PAGE> 11

Bonus Payable = Bonus Rate $ - Bad Debt Write Off (Bad Debt Professional
Fees x .05) (Bad Debt Expenses x .10)

EXAMPLE:

1. The Company's revenue target for the period is $1,800,000 and the profit
target for the period is $220,000.

2. Employee A's bonus rate is $3,000 per month.

3. The actual revenue for the period is $1,850,000 and the profit is
$225,000. However, the Company wrote off a $5,000 invoice for
professional fees.

4. Employee A's bonus payable would be $2,750 ($3,000 - [$5,000 x .05]).

Company has the sole right of discretion with regard to assignment of
consultant staff to client projects.

PAYMENT OF BONUS:

<PAGE> 12

ACCEPTANCE OF 1996 VICE PRESIDENT BONUS PLAN

Superior Consultant Company, Inc.'s obligation to pay bonuses shall cease on
the date of expiration or termination of employment, Employment Agreement,
Employment Agreement Amendment(s) or 1996 Vice President Bonus Plan. Except as
expressly provided herein, the employee is not entitled to receive bonuses
after such date. No obligation of renewal or implied renewal exists.

This agreement will be governed by and interpreted in accordance with the laws
of the State of Michigan.

Any action arising out of this Agreement or the relationship between the
parties established herein shall be brought only in the Oakland County Circuit
Court, Michigan, or United States District Court for the Eastern District of
Michigan, Southern Division at Detroit, Michigan, and you hereby consent to and
;submit yourself to the jurisdiction of either of such courts for such purpose.

In the event that any provision of this 1996 Vice President Bonus Plan is found
to be invalid by any court of competent jurisdiction, the remaining provisions
shall remain in full force and effect.

SIGNATURES

Acknowledged and accepted, for Superior Consultant Company, Inc.

__________________________________ _________________________ _____________
NAME TITLE DATE

I hereby acknowledge that I have voluntarily accepted this 1996 Vice President
Bonus Plan after having a full and adequate opportunity to review its
provisions.

Acknowledged and accepted

<PAGE> 13

__________________________________ _________________________ _____________
EMPLOYEE TITLE DATE

<PAGE> 1
EXHIBIT 10.8

UNITIVE CORPORATION
EMPLOYMENT AGREEMENT

Employment Agreement, between UNITIVE Corporation, a Michigan Corporation
("UNITIVE") ("the company"), 31731 Northwestern Highway, Suite 266W, Farmington
Hills, Michigan, 48334, and Kenneth T. Boon ("the employee") 45331 Byrne Dr.
Northville, Michigan 48167.

TERMS AND CONDITIONS OF EMPLOYMENT: Employment shall commence on March 15,
1993, as stated in the original employment agreement. Terms of this employment
agreement shall be effective on January 1, 1996. There is no fixed or minimum
term to this Agreement. The employee recognizes that he/she is serving solely
at the will of the company. Further, the employee recognizes that his/her
employment can be terminated by the company, with or without cause for any
reason whatsoever, at any time by notice from the company. The employee agrees
that there is no continuing right to compensation. The employee further
recognizes his/her obligations under applicable sections of this Agreement,
including, but not limited to, the sections governing employee warranties,
non-competition, proprietary rights, and confidential information, will survive
any termination of employment or this employment agreement.

CLASSIFICATION AND DUTIES: The employee's title shall be President and Chief
Operating Officer. The employee shall perform such services as are directed by
the company and described in the Service Agreement with clients of the company.

COMPENSATION: In full consideration for the services to be provided by the
employee hereunder, the employee shall receive compensation consisting of
salary, employee benefits, and bonus, if any, as described below. All salary,
benefits, bonus, if any and reimbursement shall cease as of the date of any
termination of employment.

SALARY: The bi-weekly salary will be $4,807.70.

EMPLOYEE BENEFITS: The company may offer benefits from time to time to its
employees. Eligibility to receive such benefits will be subject to eligibility
rules as defined by the plan. Insurance coverages shall commence in accordance
with the eligibility rules, company policy and the e requirement of the
insurance carrier. The company reserves the right to change or revoke any
policies or benefits at any time.

PROPRIETARY AND CONFIDENTIAL
PAGE 1

<PAGE> 2

BONUS: Objective measures will be established and goals for performance will
be set and reviewed on a quarterly and annual basis.

EXPENSE REIMBURSEMENT: The employee will be reimbursed for reasonable,
necessary and authorized expenses incurred in the course of service and
solicitation of clients in accordance with company policy. Expense
reimbursement incurred in servicing a client will at no time be greater than
that enjoyed by the company in its Service Agreement with the client.

OTHER GAINFUL EMPLOYMENT: The employee shall devote full employment energies,
abilities and time to the performance of services hereunder. The employee is
prohibited from performing services similar to those offered by UNITIVE on
behalf of any other company, organization, individual or other legal entity.
The employee is also prohibited from soliciting or negotiating to perform
services similar to those offered by UNITIVE on behalf of any other company
organization, individual or legal entity. Further, the employee must seek
written approval of the company prior to engaging in any employment of any
nature, similar to the company's services or otherwise.

NON-COMPETITION: In consideration of employment with UNITIVE Corporation, the
employee is prohibited from soliciting business and/or performing services via
direct employment or through a party other than UNITIVE for a period of one (1)
year from the date of any termination of employment with UNITIVE for clients of
UNITIVE or prospective clients of UNITIVE identified during the term of
employment. Employee accepts the obligation to inform UNITIVE of prospective
business opportunities.

For purposes of defining clients and prospective clients relative to
non-competition, a "client" is any entity that UNITIVE has provided services
within the twenty-four (24) month period prior to the date of the employee's
termination; a "prospective client" is any entity that has been subject to
documented UNITIVE sales and marketing activity, other than mass mailings,
within six (6) months prior to the employee's termination date.

Further, the employee is prohibited from engaging in healthcare information
systems and management consulting businesses for a period of six (6) months
following the date of termination.
2

<PAGE> 3

PROPRIETARY RIGHTS: The employee agrees that all work and creation of work
products associated with this Employment Agreement are deemed work for hire for
UNITIVE. In consideration of employment with UNITIVE the employee assigns and
transfers to UNITIVE all property rights of any kind and nature (including
without limitation royalties, other income and property rights) in discoveries,
inventions, patentable material, copyrightable materials (including any
writing, book, article computer program, work method, film, recording or
graphic production) and other work products. The employee further agrees the
employee shall cause to be furnished to UNITIVE such instruments, instructions,
and documentation as UNITIVE may reasonably require to insure that the
aforesaid rights shall belong to UNITIVE. The employee shall, upon request by
UNITIVE, return or destroy all proprietary information as so directed by the
company.

The only items which may be excluded from this Agreement must meet all of the
following criteria:

(1) Developed entirely on employee's own time and is outside the
scope of his/her duties with UNITIVE.

(2) Not related to employee's duties as an employee of the company.

(3) Developed without any use of the company's resources,
facilities, personnel, financial support or data compiled as part of
employee's work with UNITIVE.

CONFIDENTIAL INFORMATION: The employee recognizes that in the course of
performance of work for the company the employee will obtain access to
materials and information of UNITIVE that constitute trade secrets and
proprietary information of UNITIVE including, without limitation, descriptions
of UNITIVE's products and services, planned products and services, business and
marketing/sales plans, employee compensation plans, employee medical
information, identities of suppliers, customers and prospective customers,
identities of employees and prospective employees, prices and pricing policies
in whatever form received by employee, including without limitation, written,
voice, electronic or magnetic media or graphic display. The employee shall not
utilize any such information for any purpose other than the performance of this
Employment Agreement and shall not disclose any such information to any third
party. The employee shall, upon request by UNITIVE, return or destroy, as
directed by UNITIVE any media in which such information is recorded.

The employee shall observe any restrictions with respect to the use and
disclosure of the confidential information of UNITIVE's clients that are
specified in UNITIVE's Service Agreement with the client, or that are
reasonably required by the client.

<PAGE> 4

EMPLOYEE WARRANTIES: By entering into this Agreement, employee represents and
warrants that he/she is able to perform the contemplated duties of employment
without breach of confidentiality or disclosure of proprietary information of
any third party, and that no proprietary information of any third party shall
be disclosed to UNITIVE. Employee also represents and warrants that he/she is
not prohibited from entering into this employment Agreement by any
non-competition agreement, lawful or unlawful, or any other restrictions.

Further, the employee agrees to indemnify and hold harmless UNITIVE from any
claim or cause of action, including attorney fees, by any person or entity
against UNITIVE arising out of alleged breach by employee of any
confidentiality agreement, non-competition agreement or any other restrictions
inconsistent with foregoing representation of employee.

Employee acknowledges that due to the nature of the business of UNITIVE and its
affiliates, and the value to UNITIVE and its Affiliates, Licensors and
Licensees of Proprietary Information, the breach by Employee of any of the
provisions hereof, including without limitation, Confidentiality, Proprietary
Information, Proprietary Rights and Non-Competition may not adequately be
compensated in damages alone and, therefore, UNITIVE shall be entitled to seek
injunctive relief to prevent any threatened or continuing breach of any of the
terms and provisions hereof, and in addition shall be entitled to seek any and
all other remedies available at law or in equity. In the event UNITIVE takes
legal action to enforce its rights under this agreement, UNITIVE shall also be
entitled to recover its actual costs and attorney fees.

TERMINATION OF EMPLOYMENT: In the event employment with the company is
terminated by either the employee or the company, the employee agrees to return
all materials acquired during the term of employment with the company.
Specifically, this is to include without limitation computers, disks,
computers, work papers, manuals, training manuals, notes, articles, phone lists
correspondence, proposals, addresses, reports, phone cards, office keys and any
and all material related to employment with the company.

FELONY CONVICTIONS: Employee represents and warrants that he/she has never
been convicted of a felony.

<PAGE> 5

VACATION: Employee shall have three (3) weeks paid vacation each employment
year. Vacation must be requested, scheduled and approved in accordance with
company policies. Vacation time does not carry over from one employment year
to the next and there is no cash option to vacation benefits. Upon
resignation/termination of employment, vacation is forfeited; remaining
vacation will not be converted to cash.

ENTIRE AGREEMENT: This Employment Agreement constitutes the entire agreement
between the company and the employee and supersedes all prior written or oral
communications with respect to the subject matter hereof. This Employment
Agreement may be amended only by a writing executed by the company and the
employee.

CHOICE OF LAW AND FORUM: This Employment Agreement will be governed by and
interpreted in accordance with the laws of the State of Michigan.

SIGNATURES

Acknowledged and accepted, for UNITIVE Corporation

___________________ _________________________ __________________
NAME TITLE DATE

I hereby acknowledge that I have voluntarily entered into this Employment
Agreement after having a full and adequate opportunity to review its
provisions.

Acknowledged and accepted

___________________ ________________________ __________________
NAME TITLE DATE

<PAGE> 1
EXHIBIT 10.9

SUPERIOR CONSULTANT COMPANY, INC.

Amendment to Employment Agreement

The Employment Agreement dated ________________, as amended (the "EMPLOYMENT
AGREEMENT") between Robert R. Tashiro, (the "EMPLOYEE") and Superior
Consultant Company, Inc., a Michigan Corporation ("SUPERIOR"), is hereby
amended as follows:

1. Notwithstanding any provision of the Employment agreement, the 1996
Vice President Bonus Plan between Superior and Employee, and any
subsequent amendments, supplements or successor plans or agreements
thereto to the contrary, during the period beginning on the closing of
the registered initial public offering of common stock ("IPO") by
Superior's affiliate, Superior Consultant Holdings Corporation
("SUPERIOR HOLDINGS") and ending on December 31, 1997 (the
"COMPENSATION LIMITATION PERIOD"), the total salary and bonus payable
to Employee by Superior, Superior Holdings and their affiliates shall
be limited as follows:

a) Employee's bi-monthly salary at all times during the
Compensation Limitation Period shall be limited to $9,166.67.

b) During calendar 1997, the aggregate annual, monthly and other
bonus compensation payable to Employee shall not exceed
$75,000.

c) During the portion of the Compensation Limitation Period
occurring within calendar 1996 (the "1996 PERIOD"), the
aggregate monthly annual and other bonus compensation payable
to Employee shall not exceed the product of (i) $75,000
multiplied by (ii) a fraction, the numerator of which shall be
the number of days in the 1996 Period and the denominator of
which shall be 365.

d) The aggregate bonus amounts set forth above may be allocated
between Employee's annual Base Bonus and monthly Base Bonus
amounts by Superior in its discretion.

2. This amendment becomes effective upon the closing of the IPO of
Superior Holdings. All of the provisions of the Employment Agreement
shall remain in full force and effect, unamended hereby, unless and
until the IPO closing occurs.

3. Except as amended herein, all terms and provisions of the Employment
Agreement remain in full force and effect.

SIGNATURES:

Acknowledged and accepted for Superior Consultant Company, Inc.

_____________________________ __________________________ _______________
NAME TITLE DATE

I hereby acknowledge that I have voluntarily entered into this Amendment to
Employment agreement after having a full and adequate opportunity to review its
provisions.

Acknowledged and accepted

_____________________________ __________________________ _______________
NAME TITLE DATE

<PAGE> 1
EXHIBIT 10.10

SUPERIOR CONSULTANT COMPANY, INC.

Amendment to Employment Agreement

The Employment Agreement dated ________________, as amended (the "EMPLOYMENT
AGREEMENT") between Charles O. Bracken, (the "EMPLOYEE") and Superior
Consultant Company, Inc., a Michigan Corporation ("SUPERIOR"), is hereby
amended as follows:

a) Employee's bi-monthly salary at all times during the
Compensation Limitation Period shall be limited to $12,083.33.

b) During calendar 1997, the aggregate annual, monthly and other
bonus compensation payable to Employee shall not exceed
$75,000.

d) The aggregate bonus amounts set forth above may be allocated
between Employee's annual Base Bonus and monthly Base Bonus
amounts by Superior in its discretion.

3. Except as amended herein, all terms and provisions of the Employment
Agreement remain in full force and effect.

SIGNATURES:

Acknowledged and accepted for Superior Consultant Company, Inc.

_____________________________ __________________________ _______________
NAME TITLE DATE

I hereby acknowledge that I have voluntarily entered into this Amendment to
Employment agreement after having a full and adequate opportunity to review its
provisions.

Acknowledged and accepted

_____________________________ __________________________ _______________
NAME TITLE DATE

<PAGE> 1
EXHIBIT 10.11

SUPERIOR CONSULTANT HOLDINGS CORPORATION

Compensation Agreement

The Compensation Agreement is made as of ________________, as amended between
Richard D. Helppie, Jr., (the "EMPLOYEE") and Superior Consultant Holdings
Corporation, a Delaware Corporation ("SUPERIOR").

The parties agree as follows:

1. Notwithstanding any provision of any bonus or compensation plan or
agreement between Superior or any of its subsidiaries and employee
to the contrary, during the period beginning on the closing of the
registered initial public offering of common stock ("IPO") by Superior
and ending on December 31, 1997 (the "COMPENSATION LIMITATION PERIOD"),
the total salary and bonus payable to Employee by Superior and its
subsidiaries and affiliates shall be limited as follows:

a) Employee's bi-monthly salary at all times during the
Compensation Limitation Period shall be limited to $13,541.67.

b) During calendar 1997, the aggregate annual, monthly and other
bonus compensation payable to Employee shall not exceed
$75,000.

2. This amendment becomes effective only upon the closing of the IPO of
Superior.

SIGNATURES:

Acknowledged and accepted for Superior Consultant Holdings Corporation.

_____________________________ __________________________ _______________
NAME TITLE DATE

I hereby acknowledge that I have voluntarily entered into this Compensation
Agreement after having a full and adequate opportunity to review its provisions.

Acknowledged and accepted

_____________________________ __________________________ _______________
NAME TITLE DATE

<PAGE> 1
EXHIBIT 10.12

PROMISSORY NOTE

$500,000.00 April ___, 1995
Farmington Hills, Michigan

FOR VALUE RECEIVED the undersigned (the "Maker") promises to pay to the
order of Superior Consultant Company, Inc., a Michigan corporation (the
"Company"), the principal sum of Five Hundred Thousand and 00/100 ($500,000.00)
Dollars in lawful money of the United States until paid in full. Equal annual
payments of principal and interest in the amount of Fifty Thousand and 00/100
($50,000.00) Dollars shall be paid beginning December 31, 1995 and on December
31 of each year thereafter until paid in full. The entire principal balance
shall be due December 3l, 2015.

Interest shall be charged at Seven and Seventy One One Hundredths (7.71%)
percent unless and until Maker defaults hereunder; during any period of
default, interest shall accrue at ten (10%) percent per annum.

This Note shall be secured by the Pledge Agreement entered into by the
parties of even date herewith (the "Pledge Agreement") pursuant to which Maker
granted to the Company a security interest in 411,765 shares of the Company's
common stock evidenced by stock certificate numbers 3, 5, 7, 9, 11, 13, 15, 17,
19, 21, 23, 25, 27, 29, 31, 33, 35, 37, 39, and 41 ("Maker's Stock").

The Maker shall be entitled to the prepayment at any time without penalty
provided any such prepayment shall be applied first to the last payment due and
owing.

Each maker, surety, guarantor and endorser, hereby waives grace, notice,
protest, demand, presentment for payment, and diligence in the collection of
this Note, and in filing suit hereon, and agrees that their liability for the
payment hereof shall not be affected or impaired by any release or change. in
the security, or by any extension of the time for any payment.

Should a default be made in the payment of any installment of principal
and interest as previously provided and continue for thirty (30) days
thereafter, the Maker may, at his/her option, surrender and relinquish to the
Company all of his/her rights, title, and interest in the number of shares that
equal 1/20 of Maker's Stock. Any surrender shall constitute satisfaction of
the unpaid installment of principal and interest. In the event the Maker does
not surrender and relinquish the shares as stated above, then the full unpaid
principal of this obligation shall, in the discretion of the Company, become
immediately due and payable, and may be collected forthwith regardless of the
stipulated date of maturity, time being of the essence.

In the event a default occurs in the performance of any of the covenants or
conditions contained in the Pledge Agreement or the Stock Transfer Restriction
Agreement entered into by the parties of even date herewith, a default (other
than described in the preceding paragraph) occurs under this Note, an Exercise
Event (as defined in the Stock Transfer Restriction Agreement) occurs with
respect to the Maker, or Maker transfers or purports or attempts to transfer
Maker's Stock, the Company shall also have the right to declare the entire
unpaid principal amount of this Note immediately due and payable.

<PAGE> 2

Further, all costs and reasonable attorney fees incurred by the Company
hereof in collecting or enforcing payment shall be paid upon demand by the
Maker. Any failure of the Company to exercise such option to accelerate shall
not constitute waiver of the right to exercise such option to accelerate at any
future time.

The undersigned hereby waives demand, presentment for payment, notice of
dishonor, protest and notice of protest, and diligence in collection or
bringing suit. The Holder hereof may extend the time for payment or accept
partial payment without discharging or releasing the undersigned.

The Maker of this Note acknowledges that this Note is made and delivered
in the State of Michigan and does consent to the jurisdiction over it of the
Courts of the State of Michigan in connection with all proceedings to enforce
the Note.

Notwithstanding the foregoing, in any action or proceeding brought under
this Note or the Stock Pledge Agreement, no deficiency or other money judgment
shall be enforced against Maker personally but only against the Maker's Stock
and the proceeds and profits of Maker's Stock, it being understood that nothing
contained herein shall be construed to limit or impair the lien of the Stock
Pledge Agreement and of the Company on Maker's Stock.

MAKER:

________________________________________
Charles O. Bracken

<PAGE> 1
EXHIBIT 10.13

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT ("Agreement") is made as of this ____ day of
April, 1995, by and between SUPERIOR CONSULTANT COMPANY, INC., A MICHIGAN
CORPORATION ("Secured Party" or the "Company") and Charles O. Bracken (the
"Shareholder").

WITNESSETH

WHEREAS, the Shareholder and Secured Party have agreed to the sale by
Secured Party of 411,765 shares of the common stock of the Company (the
"Shares") to Shareholder in accordance with the terms and conditions of the
Shareholder Agreement entered into by the parties of even date herewith.

WHEREAS, pursuant to the Shareholder Agreement, the Shareholder delivered
a promissory note in the amount of the subscription price (the "Note").

WHEREAS, the Shareholder has agreed to grant Secured Party a security
interest in he Shares to secure Shareholder's obligations under the Note.

THEREFORE, in consideration of the foregoing and of the mutual promises
contained in this Agreement, the parties agree as follows:

1. TERMS OF PLEDGE: RELEASE OF SHARES.

a. Shareholder hereby pledges and grants to Secured Party a security
interest in the Shares represented by Certificate Numbers 3, 5, 7, 9, 11,
13, 15, 17, 19, 21, 23, 25, 27, 29, 31, 33, 35, 37, 39, and 41 (the
"Certificates") to secure payment under the Note.

b. Shareholder has delivered the Certificates for the Shares to the
Secured Party to be held in escrow as security for payment of the Note.

c. Secured Party hereby acknowledges receipt of the certificates for the
Shares and separate stock powers to be held according to the terms of this
Agreement.

d. Nothing in this Agreement shall be construed as restricting the ability
of Shareholder to sell, assign, encumber, convey, or transfer the Shares,
provided that such Share shall continue to be subject to the terms of this
Agreement and the Stock Transfer Restriction Agreement entered into by the
parties of even date herewith ("Stock Transfer Restriction Agreement").

e. The Shares shall be delivered by Secured Party to the Shareholder upon
receipt of all required payments of principal under the Note.

2. WARRANTY. Shareholder has title to the Shares, free of all liens and
encumbrances, except the security interest created hereby, and has full power
and authority to execute this Agreement, to perform his obligations hereunder
and to subject the Shares to the security interest created hereby.

3. EVENTS OF DEFAULT. The following events shall constitute Events of
Default:

a. In the event of nonpayment by the Shareholder of any amounts due and
owing to Secured Party under the Note, which Shareholder has not secured
within thirty (30) days after receipt of notice of such default, the
Shareholder may, at his/her option, surrender to the Company all of

<PAGE> 2

his/her rights, title and interest in the number of shares that equal 1/20
of the total number of Shares. In the event the Shareholder does not
surrender the shares as stated above, the Company shall have the right to
require the full unpaid principle under the Note immediately due and
payable.

B. In the event a default occurs in the performance of any of the
covenants or conditions contained in the Note or the Stock Transfer
Restriction Agreement or an Exercise Event (as defined in the Stock
Transfer Restriction Agreement) occurs with respect to the Maker, the
Company shall also have the right to require the full unpaid principal
under the Note immediately due and payable.

The Secured Party may exercise, in addition to the rights and remedies granted
hereby, all rights and remedies of a secured party under the Uniform Commercial
Code as adopted in Michigan, or any other applicable law.

4. NOTICE. If any notice is required under this Agreement, such notice shall
be deemed duly given if personally served or if mailed, postage prepaid, by
first class certified mail, return receipt requested, to the address which
either the Company or Shareholder has theretofore specified by written notice
delivered in accordance herewith.

5. ASSIGNMENT. This Agreement is not assignable by either of the parties
hereto.

6. RIGHTS AND DISTRIBUTIONS. Shareholder shall be entitled to exercise all
voting and other rights with respect to the Shares, and to receive all
distributions with respect to the Shares, until the occurrence of an Event of
Default and the assertion by Secured Party of its right to exercise any rights
with respect to the Shares. In the event of the declaration of any stock
dividend or split, the amount thereof applicable to the pledged Shares shall be
issued and endorsed over to the Secured Party as further security hereunder.
If an Event of Default occurs and the Secured Party exercises any rights with
respect to the Shares, all future rights to distributions and other rights with
respect to the Shares shall immediately become vested in the Secured Party.
The exercise of any of these rights by the Secured Party without formal sale of
the Shares within thirty (30) days of such exercise shall constitute complete
discharge of the Note.

7. WAIVER. No delay or omission on the part of the Secured Party in exercising
any right or remedy under this Agreement shall operate as a waiver or preclude
any other or further exercise thereof or the exercise of any other right or
remedy hereunder.

8. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Michigan, and the parties consent to the jurisdiction of the courts of record
of Michigan for all proceedings in connection with this Agreement.

9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties pertaining to its subject matter; supersedes all prior and
contemporaneous agreements, representations and understandings of the parties;
and may not be amended or modified except by written instrument executed by
both parties.

10. BINDING AGREEMENT. This Agreement shall be binding upon and the benefits
hereof shall inure to the parties and their respective heirs, representatives,
successors and assigns.

<PAGE> 3

contained herein shall be construed to limit or impair the lien of the
Stock Pledge Agreement and of the Company on Shareholder's Stock.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the ____ day of April, 1995.

SHAREHOLDER

_________________________________
Charles O. Bracken

SECURED PARTY

SUPERIOR CONSULTANT COMPANY, INC.

BY:_______________________________
ITS:________________________

<PAGE> 1
EXHIBIT 10.14

PROMISSORY NOTE

$250,000.00 April 20, 1995
Farmington Hills, Michigan

FOR VALUE RECEIVED the undersigned (the "Maker") promises to pay to the
order of Superior Consultant Company, Inc., a Michigan corporation (the
"Company"), the principal sum of Two Hundred Fifty thousand and 00/100
($250,000.00) Dollars in lawful money of the United States until paid in full.
Equal annual payments in the amount of Twenty-Five Thousand and 00/100
($25,000.00) Dollars shall be paid beginning December 31, 1995 and on December
31 of each year thereafter until paid in full. The entire principal balance
shall be due December 31, 2015.

Interest shall be charged at Seven and Seventy-One One Hundredths (7.71%)
percent unless and until Maker defaults hereunder; during any period of
default, interest shall accrue at ten (10%) percent per annum.

This Note shall be secured by the Pledge Agreement. entered into by the
parties of even date herewith (the "Pledge Agreement") pursuant to which Maker
granted to the Company a security interest in 205,882 shares of the Company's
common stock evidenced by stock certificate numbers 4, 6, 8, 10 12, 14, 16, 18,
20, 22, 24, 26, 28, 30, 32, 34, 36, 38, 40 and 42 ("Maker's Stock").

The Maker shall be entitled. to the prepayment at any time without penalty
provided any such prepayment shall be applied first to the last payment due and
owing.

Each maker, surety, guarantor and endorser, hereby waives grace, notice,
protest, demand, presentment for payment, and (diligence in the collection of
this Note, and in filing suit hereon, and agrees that their liability for the
payment hereof shall not be affected or impaired by any release or change in
the security, or by any extension of the time for any payment.

Should a default be made in the payment of any installment of principal
and interest as previously provided and continue for thirty (30) days
thereafter, the Maker may, at his/her option, surrender and relinquish to the
Company all of his/her rights, title, and interest in the number of shares that
equal 1/20 of the Maker's Stock. Any such surrender shall constitute
satisfaction of the unpaid installment of principal. and interest. In the
event the Maker does not surrender and relinquish the shares as stated above,
then the full unpaid principal of this obligation shall, in the discretion of
the Company, become immediately due and payable, and may be collected forthwith
regardless of the stipulated date of maturity, time being of the essence.

In the event a default occurs in the performance of any of the covenants or
conditions contained in the Pledge Agreement or the Stock Transfer Restriction
Agreement entered into by the parties of even date herewith, a default (other
than described in the preceding paragraph) occurs under this Note, an Exercise
Event (as defined in the Stock Transfer Restriction Agreement) occurs with
respect to the Maker, or Maker transfers or purports or attempts to transfer
Make's Stock, the Company shall also have the right to declare the entire
unpaid principal amount of this Note due and payable.

<PAGE> 2

The undersigned hereby waives demand, presentment for payment, notice of
dishonor, protest and notice of protest, and diligence in (collection or
bringing suit. The Holder hereof may extend the time or payment or accept
partial payment without discharging or releasing the undersigned.

MAKER:

________________________________________
Robert R. Tashiro

<PAGE> 1
EXHIBIT 10.15

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT ("Agreement") is made as of this ____ day of
April, 1995, by and between SUPERIOR CONSULTANT COMPANY, INC., A MICHIGAN,
corporation ("Secured Party" or the "Company") and Robert R. Tashiro (the
"Shareholder").

WITNESSETH

WHEREAS, the Shareholder and Secured Party have agreed to the sale by
Secured Party 205,882 shares of the common stock of the Company (the "Shares")
to Shareholder in accordance with the terms and conditions of the Shareholder
Agreement entered into by the parties of even date herewith.

WHEREAS, pursuant to the Shareholder Agreement, the Shareholder delivered
a promissory note in the amount of the subscription price (the "Note").

WHEREAS, the Shareholder has agreed to grant Secured Party a security
interest in the Shares to secure Shareholder's obligations under the Note.

THEREFORE, in consideration of the foregoing and of the mutual promises
contained in this Agreement, the parties agree as follows:

1. TERMS OF PLEDGE; RELEASE OF SHARES.

a. Shareholder hereby pledge and grants to Secured Party a security
interest in the Shares represented by Certificate Numbers 4, 6, 8, 10, 12,
14, 16, 18, 20, 22, 24, 26, 28, 30, 32, 34, 36, 38, 40 and 42 (the
"Certificates") to secure payment under the Note.

b. Shareholder has delivered the Certificates for the Shares to the Secured
Party to be held in escrow as security for payment of the Note.

c. Secured Party hereby acknowledges receipt of the certificate for the
Shares and separate stock powers to be held according to the terms of this
Agreement.

d. Nothing in this Agreement shall be construed as restricting the ability
of Shareholder to sell, assign, encumber, convey, or transfer the Shares,
provided that such Shares shall continue to be subject to the terms of
this Agreement and the Stock Transfer Restriction Agreement entered into
by the parties of even date herewith ("Sock Transfer Restriction
Agreement").

e. The Shares shall be delivered by Secured Party to the Shareholder upon
receipt of all required payments of principal under the Note.

2. WARRANTY. Shareholder has title to the Shares, free of all liens and
encumbrances, except the security interest created hereby, and has full
power and authority to execute this Agreement,

<PAGE> 2

to perform his/her obligations hereunder and to subject the Shares to the
security interest created hereby.

3. EVEN OF DEFAULT. The following shall constitute Events of Default:

a. In the event of nonpayment by the Shareholder of any amounts due and
owing to Secured Party under the Note, which Shareholder has not cured
within thirty (30) days after receipt of notice of such default, the
Shareholder may, at his/her option, surrender to the Company all of
his/her rights, title and interest in the number of shares that equal 1/20
of the total number of Shares. In the event the Shareholder does not
surrender the shares as stated above, the Company shall have the right to
require the full unpaid principle under the Note immediately due and
payable.

b. In the event a default occurs in the performance of any of the covenants
or conditions contained in the Note or the Stock Transfer Restriction
Agreement or an Exercise Event (as defined in the Stock Transfer
Restriction Agreement) occurs with respect to the Maker, the Company shall
also have the right to require the full unpaid principal under the Note
immediately due and payable.

4. NOTICE. If any notice is required under this Agreement, such notice shall be
deemed duly given if personally served or if mailed, postage prepaid, by first
class certified mail, return receipt requested, to the address which either the
Company or Shareholder has theretofore specified by written notice delivered in
accordance herewith.

5. ASSIGNMENT. This Agreement is not assignable by either of the parties
hereto.

7. WAIVER. No delay or omission on the part of the Secured Party in exercising
any right remedy under this Agreement shall operate as a waiver or preclude any
other or further exercise thereof or the exercise of any other right or remedy
hereunder.

2
<PAGE> 3

10. BINDING AGREEMENT. This Agreement shall be binding upon and the benefits
hereof shall inure to the parties and their respective heirs, representatives,
successors and assigns.

11. NON-RECOURSE. Notwithstanding the foregoing, in any action or proceeding
brought under the Note or this Stock Pledge Agreement, no deficiency or other
money judgment shall be enforced against Shareholder personally but only
against the Shareholder's Stock and the proceeds and profits of Shareholder's
Stock, it being understood that nothing contained herein shall be construed to
limit or impair the lien of the Stock Pledge Agreement and of the Company on
Shareholder's Stock.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the ___ day of April, 1995.

SHAREHOLDER

_________________________________
Robert R. Tashiro

SECURED PARTY

SUPERIOR CONSULTANT COMPANY, INC.

By:______________________________
Its:__________________________

<PAGE> 1

EXHIBIT 23.1

ACCOUNTANTS' CONSENT

We have issued our report dated July 26, 1996, accompanying the
consolidated financial statements of Superior Consultant Holdings Corporation
and Subsidiaries contained in the Registration Statement and Prospectus, which
will be signed upon consummation of the transaction described in Note 1 to the
consolidated financial statements. We consent to the use of the aforementioned
reports in the Registration Statement and Prospectus, and to the use of our name
as it appears under the captions "Selected Consolidated Financial and Operating
Data" and "Experts".

/s/ GRANT THORNTON LLP

Detroit, Michigan

September 19, 1996