<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
         OF 1934
                  For the quarterly period ended March 31, 2004

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
         OF 1934
                     For the transition period from      to

                         Commission file number 0-21485

                    SUPERIOR CONSULTANT HOLDINGS CORPORATION
             (Exact name of Registrant as Specified in Its Charter)

              STATE OF DELAWARE                      38-3306717
       (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)            Identification No.)

17570 West Twelve Mile Road, Southfield, Michigan           48076
    (Address of principal executive offices)              (Zip Code)

        Registrant's telephone number, including area code (248) 386-8300

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of May 14, 2004, 10,850,679 shares of the registrant's common stock (par
value $.01) were outstanding, excluding treasury shares.

<PAGE>

            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                          QUARTER ENDED MARCH 31, 2004

                                      INDEX

<TABLE>
<CAPTION>
                                                                                         PAGE NO.
                                                                                         --------
<S>                                                                                      <C>
PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements

             Consolidated Balance Sheets as of March 31, 2004 and
             December 31, 2003 (unaudited)                                                   3

             Consolidated Statements of Operations for the three months ended March 31,
             2004 and 2003 (unaudited)                                                       4

             Consolidated Statements of Cash Flows for the three months ended March 31,
             2004 and 2003 (unaudited)                                                       5

             Notes to Consolidated Financial Statements (unaudited)                          6

     Item 2. Management's Discussion and Analysis of Financial Condition and Results of
             Operations                                                                     12

     Item 3. Quantitative and Qualitative Disclosures About Market Risk                     19

     Item 4. Controls and Procedures                                                        19

PART II - OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K                                               20

SIGNATURES                                                                                  21
</TABLE>

                                     Page 2

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  MARCH 31,   DECEMBER 31,
                                                                                    2004          2003
                                                                                  ---------   ------------
<S>                                                                               <C>         <C>
                                     ASSETS
Current assets
     Cash and cash equivalents                                                    $  12,200    $  12,688
     Accounts receivable, net                                                        13,341       12,592
     Accrued interest receivable and prepaid expenses                                 3,588        3,852
     Refundable income taxes                                                            148          148
                                                                                  ---------    ---------

        Total current assets                                                         29,277       29,280

Property and equipment, net                                                          25,319       24,235
Other long-term assets                                                                  295          338
                                                                                  ---------    ---------

        Total Assets                                                              $  54,891    $  53,853
                                                                                  =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
     Notes payable to bank                                                        $   2,400    $   1,900
     Current portion of long-term obligations                                         2,695        2,793
     Accounts payable                                                                 8,412        8,829
     Accrued liabilities, deferred bonuses and compensation                           4,081        2,758
     Deferred revenue                                                                 1,905        1,920
                                                                                  ---------    ---------

        Total current liabilities                                                    19,493       18,200

Senior subordinated debentures, net                                                   7,578        7,552
Long-term obligations                                                                 3,891        4,307
Other long-term liabilities                                                             749          878
Commitments and contingencies (Note 10)                                                   -            -
Stockholders' equity
     Preferred stock; authorized, 1,000,000 shares of $.01 par value; no shares
     issued as of March 31, 2004 and December 31, 2003                                    -            -

     Common stock; authorized, 30,000,000 shares of $.01 par value; issued,
     10,835,999 shares as of March 31, 2004 and
     10,801,630 shares as of December 31, 2003                                          108          108

     Additional paid-in capital                                                     115,628      115,520

     Stockholders' notes receivable                                                    (600)        (749)

     Treasury stock - at cost, 469,250 shares as of March 31, 2004 and 428,600
     shares as of December 31, 2003                                                  (3,780)      (3,601)

     Accumulated deficit                                                            (88,176)     (88,362)
                                                                                  ---------    ---------

        Total stockholders' equity                                                   23,180       22,916
                                                                                  ---------    ---------

        Total Liabilities and Stockholders' Equity                                $  54,891    $  53,853
                                                                                  =========    =========
</TABLE>

                See notes to consolidated financial statements.

                                     Page 3

<PAGE>

            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                       --------------------
                                                         2004        2003
                                                       --------    --------
<S>                                                    <C>         <C>
Revenue
   Revenue before reimbursements (net revenue)         $ 24,622    $ 21,891
   Out-of-pocket reimbursements                           1,567       1,851
                                                       --------    --------
       Total revenue                                     26,189      23,742

Operating costs and expenses
   Cost of services before reimbursements
       (net cost of services)                            18,257      15,884
   Out-of-pocket reimbursements                           1,567       1,851
                                                       --------    --------
       Total cost of services                            19,824      17,735

   Selling, general and administrative expenses           5,923       6,815
                                                       --------    --------
          Total operating costs and expenses             25,747      24,550
                                                       --------    --------
          Earnings (loss) from operations                   442        (808)

Other expense, net                                         (256)        (79)
                                                       --------    --------
          Earnings (loss) before income tax                 186        (887)

Income tax                                                   --          --
                                                       --------    --------
          Net earnings (loss)                          $    186    $   (887)
                                                       ========    ========
Net earnings (loss) per share
   Basic                                               $   0.02    $  (0.08)
                                                       ========    ========
   Diluted                                             $   0.02    $  (0.08)
                                                       ========    ========
Weighted average number of common shares outstanding

   Basic                                                 10,358      10,765
                                                       ========    ========
   Diluted                                               11,682      10,765
                                                       ========    ========
</TABLE>

                See notes to consolidated financial statements.

                                     Page 4

<PAGE>

           SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED MARCH 31,
                                                                            ----------------------------
                                                                               2004              2003
                                                                            ----------       -----------
<S>                                                                         <C>              <C>
Cash flows from operating activities:
    Net earnings (loss)                                                     $      186       $      (887)
    Adjustments to reconcile net earnings (loss) to net cash
      provided by (used in) operating activities:
       Depreciation and amortization of property and equipment                   1,356             1,081
       Non-cash interest expense                                                    51                --
       Changes in operating assets and liabilities that provided
         (used) cash:
          Accounts receivable                                                     (749)           (2,393)
          Accrued interest receivable and prepaid expenses                         253              (346)
          Refundable income taxes                                                   --                74
          Accounts payable                                                           7             1,013
          Accrued liabilities, deferred bonuses and compensation                 1,322             1,395
          Deferred revenue                                                         (15)              200
          Other long-term liabilities                                             (129)             (200)
                                                                            ----------       -----------
               Net cash provided by (used in) operating activities               2,282               (63)

Cash flows from investing activities:
    Purchase of property and equipment                                          (2,606)           (1,683)
    Proceeds from sale of real estate                                               --               991
                                                                            ----------       -----------
               Net cash used in investing activities                            (2,606)             (692)

Cash flows from financing activities:
    Proceeds from line of credit                                                   500               175
    Exercise of stock options                                                      108                --
    Payments on long-term obligations                                             (772)             (352)
                                                                            ----------       -----------
               Net cash used in financing activities                              (164)             (177)
                                                                            ----------       -----------
Net decrease in cash and cash equivalents                                         (488)             (932)
Cash and cash equivalents, beginning of period                                  12,688            14,575
                                                                            ----------       -----------
Cash and cash equivalents, end of period                                    $   12,200       $    13,643
                                                                            ==========       ===========

Supplemental disclosure of cash flow information - cash paid for interest   $      340       $       175

Non-Cash Transactions:
    Purchase of property and equipment financed by long-term obligations    $      258       $     3,996
    Purchase of property and equipment included in accounts payable                424                --
    Purchase of treasury stock by surrender of full recourse note
       receivable and accrued interest                                             179                --
</TABLE>

                 See notes to consolidated financial statements.

                                     Page 5

<PAGE>

            SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2004

NOTE 1 - BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules of the Securities and Exchange Commission for
quarterly reports on Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
in the United States of America for complete financial statements. In our
opinion, all adjustments (consisting of normal recurring accruals and estimated
provisions for bonus and profit-sharing arrangements) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended March 31, 2004, are not necessarily indicative of the results that
may be expected for the year ended December 31, 2004.

         These financial statements should be read in conjunction with our
audited consolidated financial statements and notes thereto included in our 2003
annual report on Form 10-K filed by us with the Securities and Exchange
Commission on March 30, 2004.

NOTE 2 - STOCK-BASED COMPENSATION

         We apply the intrinsic value method under Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" and its
related interpretations, for options granted to employees and Board members. No
compensation expense is recognized because we award options at the fair market
value of the underlying common stock on the date of grant. For options and
warrants to non-employees, we apply Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and
accordingly, recognize expense using a fair market value method.

         The following table illustrates the effect on net earnings (loss) and
net earnings (loss) per share if we had applied the fair value recognition
provisions of SFAS 123, as amended by Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of FASB Statement No. 123" ("SFAS 148") to options
issued to employees and Board members (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED
                                                        MARCH 31,
                                                 ----------------------
                                                    2004         2003
                                                 ---------    ---------
<S>                                              <C>          <C>
Net earnings (loss), as reported                 $     186    $    (887)
Deduct:  Total stock-based employee
              compensation expense
              determined under the fair value-
              based method for awards
              granted, modified or settled,
              net of related tax effects              (871)      (1,153)
                                                 ---------    ---------
Pro forma net loss                               $    (685)   $  (2,040)
                                                 =========    =========
Net earnings (loss) per share
     Basic - as reported                         $    0.02    $   (0.08)
                                                 =========    =========
     Basic - pro forma                           $   (0.07)   $   (0.19)
                                                 =========    =========

     Diluted - as reported                       $    0.02    $   (0.08)
                                                 =========    =========
     Diluted - pro forma                         $   (0.07)   $   (0.19)
                                                 =========    =========
</TABLE>

                                     Page 6

<PAGE>

NOTE 2 - STOCK-BASED COMPENSATION (CONTINUED)

         The fair value of these stock options was estimated at the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions:

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED
                                        MARCH 31,
                                    ------------------
                                     2004        2003
                                    ------      ------
<S>                                 <C>         <C>
Risk free interest rate               2.82%       2.36%
Dividend yield                           0%          0%
Volatility factor                      .60         .82
Expected option term life in years     5.0         5.0
</TABLE>

NOTE 3 - NET EARNINGS (LOSS) PER SHARE

         We account for Earnings (Loss) Per Share under the rules of Statement
of Financial Accounting Standards No. 128, "Earnings Per Share." Our basic and
diluted net earnings (loss) per share amounts have been computed by dividing net
earnings (loss) by the weighted average number of common shares outstanding and
the dilutive effect of common shares potentially issuable upon the exercise of
stock options and warrants ("common share equivalents") during the period.

         The computation of diluted net earnings per share for the three months
ended March 31, 2004, includes approximately 1.3 million common share
equivalents. Options and warrants to purchase approximately 3.9 million and 3.6
million shares of common stock with a weighted average exercise price of $11.78
and $13.42 were outstanding at March 31, 2004 and 2003, respectively, but were
excluded from the computation of diluted net earnings (loss) per share because
to do so would have been antidilutive for the periods presented.

NOTE 4 - SEGMENT FINANCIAL INFORMATION

         We are organized into the two business segments of outsourcing and
consulting. The outsourcing segment helps healthcare providers simplify their
management agendas, improve their return on information systems investment and
strengthen their technology management by taking on responsibility for managing
and operating all or part of the client's IT function. The consulting segment
provides information technology, as well as strategic and operations management
consulting and solutions, and application support to a broad cross-section of
healthcare industry participants and information systems vendors with particular
emphasis on hospitals, health systems, and other providers. We evaluate segment
performance and allocate resources based on gross profit. Intrasegment services
are provided at cost.

                                     Page 7

<PAGE>

NOTE 4 - SEGMENT FINANCIAL INFORMATION (CONTINUED)

         The following is a summary of certain financial information by segment,
for the three months ended March 31, 2004 and 2003 (in thousands). Due to the
nature of our business, the majority of the reimbursable out-of-pocket expenses
are incurred on consulting engagements.

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                    -----------------------
                                                                       2004         2003
                                                                    ----------   ----------
<S>                                                                 <C>          <C>
Revenue
     Consulting
          Revenue before reimbursements (net revenue)               $   13,169   $   13,991
          Out-of-pocket reimbursements                                   1,459        1,773
                                                                    ----------   ----------
              Total consulting revenue                                  14,628       15,764

     Outsourcing
          Revenue before reimbursements (net revenue)                   11,453        7,900
          Out-of-pocket reimbursements                                     108           78
                                                                    ----------   ----------
              Total outsourcing revenue                                 11,561        7,978
                                                                    ----------   ----------
                   Consolidated revenue                             $   26,189   $   23,742
                                                                    ==========   ==========
Gross Profit and Statement of Operations Reconciliation
              Consulting                                            $    4,724   $    5,510
              Outsourcing                                                1,641          497
                                                                    ----------   ----------
                   Consolidated gross profit                             6,365        6,007

Unallocated
              Selling, general and administrative expenses               5,923        6,815
              Other expense, net                                           256           79
                                                                    ----------   ----------
                   Subtotal                                              6,179        6,894
                                                                    ----------   ----------
                   Consolidated earnings (loss) before income tax   $      186   $     (887)
                                                                    ==========   ==========
</TABLE>

         Our reportable segments are business units that offer and provide
different services through different means. Our training, information
technology, accounting and finance, facilities, sales and marketing, human
resources, legal, senior management and other selling, general and
administrative ("SG&A") functions are combined into the unallocated SG&A
expenses.

NOTE 5 - INCOME TAXES

         Income tax benefits have not been recorded on the losses we have
experienced in recent years, primarily due to the provision of a valuation
allowance for all net deferred tax assets as a result of the uncertainty
regarding their realization. Income tax expense is not recorded for the three
months ended March 31, 2004, because our valuation allowance has been decreased
for the corresponding amount of tax expense that would otherwise have been
recognized. As of March 31, 2004, we have net operating loss carryforwards for
federal income tax purposes of approximately $54.9 million, the last of which
will expire in 2023 if not utilized.

                                     Page 8

<PAGE>

NOTE 6 - LINE OF CREDIT

         As of March 31, 2004, we have a line of credit with a bank allowing for
borrowings of up to $8.0 million, based on qualifying accounts receivable and
other operating metrics. Based on the eligibility provisions and accounts
receivable at March 31, 2004, we could have borrowed approximately $5.0 million.
At March 31, 2004, $2.4 million was outstanding. Borrowings bear interest at the
prime rate less 0.25%. The interest rate at March 31, 2004, was 3.75%. The line
is collateralized by accounts receivable, any deposits held by the bank,
equipment and other personalty. The loan agreement contains financial covenants,
including working capital and ratios concerning liquidity and debt coverage. We
were in compliance with all financial covenants as of March 31, 2004. We have
letters of credit outstanding of approximately $1.9 million issued by various
banks, of which, approximately $0.9 million is secured by bank deposits and $1.0
million is covered by our line of credit.

         In May 2004, we extended our line of credit agreement with Fifth Third
Bank through May 2005. The new line of credit allows for borrowings up to $9.0
million, bears interest at 0.50% below the prime rate and provides a more
favorable borrowing base calculation.

NOTE 7 - SENIOR SUBORDINATED DEBENTURES

     In June and July 2003, we entered into an Agreement (the "Purchase
Agreement") whereby we agreed to issue Senior Subordinated Debentures (the
"Debentures") and Warrants (the "Warrants") to purchase 860,800 shares of our
$0.01 par value common stock (the "common stock"), in exchange for a cash
investment of $8.0 million from two investors. The unsecured Debentures mature
three years from the date of their issuance (the "Issuance Date"), with an
option to extend the term for one additional year at our sole option, subject to
certain conditions. Pursuant to the terms of the Debentures, we are required to
make quarterly interest payments at the rate of (i) 7.2% per annum until
repayment in full, and (ii) if we elect to extend the maturity date, 12% per
annum during the extension period. We are entitled, at any time, to make up to
three partial prepayments of the Debentures in the amount of at least 33% of the
total initial indebtedness, which if the Debentures are pre-paid in full, would
result in a reduction to the number of outstanding Warrants as provided for in
the Warrant Agreement. As of March 31, 2004 and December 31, 2003, $8.0 million
was outstanding on the debt.

     The Warrants to purchase up to 860,800 shares of our common stock have an
exercise price of $3.046 per share, subject to certain anti-dilution
adjustments. All Warrants were immediately available for exercise. The Warrants
expire during 2008, or, if earlier, two (2) years after the repayment of the
Debentures in full. In addition, Warrants may be cancelled as follows: in the
event of prepayment of the debentures in full prior to the second anniversary of
issuance, seventeen percent (17%) of the Warrants will be cancelled; or in the
event of prepayment of the debentures in full after the second anniversary of
issuance and before the third anniversary of issuance, a pro rata portion of
seventeen percent (17%) of the Warrants will be cancelled based on the number of
full months between the prepayment and the third anniversary of issuance.

     In accordance with APB Opinion No. 14, "Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants" we allocated the proceeds received to
the debt instruments and detachable warrants on a relative fair value basis. An
external valuation firm completed an independent valuation of the Warrants,
which resulted in $526,000 of proceeds allocated to the Warrants and "additional
paid-in capital", with the remaining $7,474,000 initially allocated to debt. The
$526,000 allocated to the value of the Warrants is treated as a debt discount
and is being amortized to interest expense over the initial term of the debt. As
of March 31, 2004 and December 31, 2003, the unamortized discount is
approximately $422,000 and $448,000, respectively.

     We incurred investment banking and legal costs associated with these
transactions totaling approximately $520,000. The costs are being amortized to
interest expense over the initial term of the debt.

     Under the Purchase Agreement, we agreed not to incur additional
indebtedness while the Debentures remain outstanding except for (a) capital
leases, purchase money indebtedness, mortgage debt, performance bonds and
similar instruments in the ordinary course of business, and (b) other
indebtedness for borrowed money not to exceed the greater of $8.0 million or ten
times EBITDA for the most recent quarter. As of the most recent quarter ended
March 31, 2004, the limit was approximately $18.0 million.

                                     Page 9

<PAGE>

NOTE 8 - LONG-TERM OBLIGATIONS

         During 2003, we entered into an unsecured financing arrangement for
$8.5 million for software and professional fees related to the implementation of
a new healthcare application platform for an existing outsourcing client. The
agreement provides for sixty monthly payments in the amount of $170,046,
including interest at an annual rate of 7.35%, commencing on February 1, 2003.
During the three months ended March 31, 2004, we capitalized approximately $0.2
million related to professional fees we incurred. As of March 31, 2004, we have
capitalized approximately $6.4 million related to software and professional
services we have received through that date. The liability associated with the
capitalized software and professional fees is $4.7 million as of March 31, 2004.
We currently anticipate the implementation project should be completed during
the first half of 2005 and we will continue to capitalize the remaining $2.1
million of software and professional fees throughout the project as those costs
are incurred. During the three months ended March 31, 2004, we have also
capitalized approximately $0.1 million of interest related to the project.

NOTE 9 - RESTRUCTURINGS

         In connection with our restructuring activities, we recorded
restructuring charges (recoveries) of approximately $3.3 million and $(193,000)
during the years ended December 31, 2002 and 2003, respectively. Refer to our
audited consolidated financial statements and notes thereto, on our Form 10-K
filed on March 30, 2004, for further details on the components of these charges.

         During the three months ended March 31, 2004, we sublet office space
that was previously included in our restructuring estimate. As a result of
subletting the space for an amount less than our original estimate, we recorded
a net expense of $51,000.

         A summary of the activity of the restructuring-related liabilities,
included in accounts payable and other long-term liabilities is as follows (in
thousands):

<TABLE>
<CAPTION>
                           LIABILITIES AS OF     2004      2004    2004 CHANGE  LIABILITIES AS OF
                            JANUARY 1, 2004   ADDITIONS  PAYMENTS  IN ESTIMATE    MARCH 31, 2004
                           -----------------  ---------  --------  -----------  -----------------
<S>                        <C>                <C>        <C>       <C>          <C>
Severance                       $     4         $   -     $   (4)    $    -         $       -
Future lease obligations          1,464             -     $ (153)        51             1,362
                                -------         -----     ------     ------         ---------
           Total                $ 1,468         $   -     $ (157)    $   51         $   1,362
                                =======         =====     ======     ======         =========
</TABLE>

         The obligation is payable as follows: $462,000 throughout the remainder
of 2004, $497,000 during 2005, $235,000 during 2006 and $168,000 during 2007.

NOTE 10 - CONTINGENCIES

         We become involved from time to time in various legal proceedings,
including business and employment matters of a nature considered normal to our
operations. We accrue for amounts related to these legal matters if it is
probable that a liability has been incurred and an amount is reasonably
estimable. We are not involved, as of March 31, 2004, in any legal proceedings.

NOTE 11 - RELATED PARTY TRANSACTION

         During the three months ended March 31, 2004, we acquired approximately
41,000 shares of common stock for treasury from an officer at a cost of
approximately $179,000.

                                     Page 10

<PAGE>

NOTE 12 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In December 2003, the FASB issued FAS No. 132 (Revised) ("FAS 132-R"),
"Employer's Disclosure about Pensions and Other Post-Retirement Benefits." FAS
132-R retains disclosure requirements of the original FAS 132 and requires
additional disclosures relating to assets, obligations, cash flows and net
periodic benefit cost. FAS 132-R is effective for fiscal years ending after
December 15, 2003, except that certain disclosure requirements are effective for
fiscal years ending after June 15, 2004. Interim period disclosures are
effective for periods beginning after December 15, 2003. We do not offer
post-retirement benefits.

         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." The objective of this
interpretation is to provide guidance on how to identify a variable interest
entity ("VIE") and determine when the assets, liabilities, non-controlling
interests and results of operations of a VIE need to be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity will need to consolidate the entity if the company's interest in the VIE
is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the VIE's expected residual returns, if they occur.
FIN 46 also requires additional disclosures by primary beneficiaries and other
significant variable interest holders. The provisions of this interpretation
apply this quarter ending March 31, 2004 to VIEs in which a company holds a
variable interest that it acquired before February 1, 2003. The adoption of FIN
46 had no impact on our consolidated financial statements.

NOTE 13 - SUBSEQUENT EVENT

         In April 2004, the company received an unsolicited purchase offer for
an office building and subsequently reached an agreement for its sale. The sale
price is $1.8 million, and we expect that the transaction will result in a
second quarter 2004 non-cash write-down of approximately $450,000 to reflect the
difference between the sale price and the net book value of the building, plus
approximately $100,000 in commission charges.

                                     Page 11

<PAGE>


ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
       OF OPERATIONS

OVERVIEW

         Statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations, which are not historical in
nature, are intended to be, and are hereby identified as "forward-looking
statements" for purposes of the safe harbor provided by Section 21E of the
Securities Exchange Act of 1934, as amended by Public Law 104-67.
Forward-looking statements may be identified by words including, but not limited
to: "anticipate," "believe," "intends," "estimates," "promises," "expect,"
"should," "conditioned upon" and similar expressions. This release contains
forward-looking statements relating to future financial results or business
expectations. Business plans may change as circumstances warrant. Actual results
may differ materially as a result of factors and events which the company is
unable to accurately predict or over which the company has no control. Such
factors include, but are not limited to: the award or loss of significant client
assignments, timing of contracts, recruiting and new business solicitation
efforts, the healthcare market's acceptance of and demand for the company's
offerings, demands upon and consumption of the company's cash and cash
equivalent resources or changes in the company's access to working capital,
regulatory changes and other factors affecting the financial constraints on the
company's clients, competitive pressures (both domestic and foreign), the
ability to successfully manage currency risk, obtain foreign work permits and
otherwise successfully execute and manage international contracts, economic
factors specific to healthcare, general economic conditions, unforeseen
disruptions in transportation, communications or other infrastructure
components, acquisitions under consideration and the ability to integrate
acquisitions on a timely basis. Additional information regarding these risk
factors and others, and additional information concerning the company are
included in the company's reports on file with the Securities and Exchange
Commission.

         We are organized into the two business segments of outsourcing and
consulting. The outsourcing segment helps healthcare providers simplify their
management agendas, improve their return on information systems investments and
strengthen their technology management by taking on responsibility for managing
and operating all or part of the client's IT function. We deploy specialized
resources to deliver higher quality IT functionality and help clients avoid or
reduce certain capital expenses. The outsourcing segment offers the client an
array of services, functions and economic elements that can be tailored to the
specific client agenda, including business process management, IT management, IT
planning and budgeting, applications support, applications implementation, IT
operations, data center consolidation in our processing center, 24/7/365 network
monitoring and help desk in our network control center, financial management and
risk sharing, facility management, application unification, application
outsourcing and interim management. The consulting segment provides information
technology, as well as strategic and operations management consulting and
solutions, and application support to a broad cross-section of healthcare
industry participants and information systems vendors. The consulting segment
also provides tools, strategies and solutions designed to transform clinical
operations and improve patient safety, enhance financial performance, and
promote secure and private Health Insurance Portability and Accountability Act
("HIPAA") compliant transactions.

         In recent years, we have expanded our outsourcing and solution sales
capabilities. As healthcare and other sectors implement web-based technologies
and applications, we may incur risks related to participation in such
opportunities, markets and quickly evolving lines of business. Such risks can
include, but are not limited to: new and unforeseen technologies superseding
development of web-based applications and/or the systems integration platforms
and other technologies in which we have invested; increased competition in the
outsourcing business from larger and better capitalized competitors who may also
enjoy better name recognition and other competitive advantages; the potential
advent of foreign competition from markets with lower cost structures; failure
by us to develop and offer new services and solutions demanded by the market;
failure of our services and solutions to generate sufficient demand in the
market; potential government regulation of the Internet or of other activities
that affect our business; slowness of traditional healthcare clients to adopt
new technologies; and increased competition for consultant talent, increasing
our cost of providing services.

         We derive substantially all of our revenue from fees for professional
services. We establish 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 for time and materials
engagements are generally contracted to be 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.
Fixed-fee projects, pre-packaged solution sales and outsourcing contracts are
billed by deliverable or on a periodic basis, typically monthly. We generally
recognize revenue on fixed-fee projects and pre-packaged solution sales based on
progress toward project milestones. Revenue on outsourcing contracts is
generally recognized ratably over annual periods within our multi-year
contracts. In addition, our outsourcing contracts generally have incentives
based on client performance metrics. Such incentive revenue is recognized once
we are

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reasonably certain that it has been earned and will be paid. As of March 31,
2004, we have seven significant contracts to provide healthcare IT outsourcing
services. We also provide help desk and call center support, which are typically
billable on a per seat per month basis. On occasion, we may collect payment
prior to providing services. These payments are recorded as deferred revenue and
reflected as a liability on our consolidated balance sheet.

         There can be no assurance that we will be able to achieve profit
margins on existing and new contracts, which are consistent with our historical
levels of profitability. In addition, profit margins on outsourcing and support
contracts are generally lower than profits margins on traditional consulting
engagements. Increased use of fixed-fee contracts subjects us to increased
risks, including cost overruns. Moreover, we incur significant expense in the
process of seeking, developing and negotiating large fixed-fee contracts, such
as outsourcing contracts. In addition, the implementation of certain outsourcing
contracts, as well as large consulting engagements, requires significant initial
investment by us in the hiring of personnel and in the case of outsourcing
contracts the acquisition of software applications and equipment to perform the
contract. Such expenses are expected to be recovered over the life of the
agreement. Some of our agreements call for penalties, risk-sharing, or allow for
early termination in the event we or they fail to meet certain service levels.
If we fail to meet required performance standards in our outsourcing, or other
engagements, we could incur contractual penalties, or the agreements could
terminate before we are able to recover the investments we made in the pursuit
and initiation of the engagement. In either event, we could suffer adverse
financial consequences, as well as damage to our reputation in the industry,
which could adversely and materially affect our business, financial condition,
results of operations and the price of our common stock.

         With the addition of new outsourcing contracts, we may require
additional capital for the acquisition of hardware and software with which to
perform the contracts. If our capital resources or access to capital are
restricted, we may be unable to pursue or complete new outsourcing contracts,
which could adversely and materially affect our business, financial condition,
results of operations and the price of our common stock.

         We seek to increase revenue through various means, including an
increased emphasis on outsourcing contracts, an increase in the value and
duration of projects for existing and new clients, as well as continued
additions to our recurring revenue base. In addition, we seek to increase
revenue by expanding our range of specialty services with a focus on
opportunities arising from the demand for clinical quality and patient safety,
financial improvement, digital communications and system security and privacy.
We manage our consulting client development efforts through our internal Client
Partner Organizations ("CPO") having specific geographic responsibility and
focus. Within a geographical area, our CPO members develop relationships and
pursue opportunities with strategic clients, maintain relationships with various
stakeholders (buyers, suppliers and advisors) and develop other business
opportunities. In addition, we have a separate sales force focused entirely on
outsourcing opportunities. Once an opportunity has been identified, individual
sales members, along with executive oversight, are responsible for developing,
responding to, and tracking the opportunity through completion. Our success in
increasing our revenue will be dependent upon, among other factors, timely
sales, the type, range and quality of our services and solutions, competitive
prices, growth and improvement in proposal acceptance rates in outsourcing and
consulting and successful competition in the marketplace. Pursuit of significant
contracts is becoming increasingly competitive, and the process surrounding
client decisions has become more deliberate, rigorous, and protracted. Many of
the entities with whom we compete have greater name recognition and financial
resources, larger customer bases and greater technical and sales and marketing
resources, which may adversely impact our ability to compete against them
successfully. In addition, our revenue has and can be adversely affected by
unforeseen disruptions in transportation, communications or other infrastructure
components. Should we be unsuccessful in increasing or sustaining our revenue,
for these or for other reasons, we may fail to meet the public market's
expectations of our financial performance and operating results, which could
have a material adverse effect on our common stock price.

         Our most significant expense is cost of services, which consists
primarily of consultant compensation expense and operating costs associated with
our full outsourcing contracts.

         Historically, consultant compensation expense has grown faster than
consultant billing rates. We have sought to address the consultant compensation
issue by adding a variable portion of compensation payable upon the achievement
of measurable performance goals. In addition, we have sought to address
compensation expense pressures through increased use of stock options as an
overall part of our compensation package. These efforts have been hampered in
the past by the impact of our stock price and could be affected in the future
depending upon market conditions. The market in which we compete for our
talented and highly skilled consultant work force is highly competitive. Many of
the entities with whom we compete for employees have greater financial and other
resources than we do, and may be able to offer more attractive compensation
packages to candidates than we can, including salary, benefits, stock and stock
options. Our ability to successfully operate our business and compete in our
market is dependent upon our ability to recruit and retain skilled and motivated
sales, management, administrative and technical personnel. If we are unable to
recruit and retain consultants

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to perform new and existing client engagements, our reputation in the industry
and our ability to generate revenue will both suffer, which could have a
material adverse effect on our business, financial condition and on the price of
our common stock. Moreover, our consultants are often key to our client
relationships. Loss of key consultants could impair client relationships and
adversely affect our ability to gain recurring engagements, which could
adversely affect our financial condition.

         Our operating costs associated with the full outsourcing contracts have
and will continue to increase as additional clients are serviced. Additionally,
as we continue to migrate clients to the processing center, we expect to incur
incremental costs, which will be offset with anticipated savings over time as
additional clients are added and we are able to leverage our investment. These
costs consist primarily of, but are not limited to: equipment lease costs,
depreciation, telecommunication and facility related expenditures. We expect to
recover our investment in our processing and network management centers through
the performance of multiple outsourcing contracts and network management
("NetLinc") contracts utilizing processing center resources. If we are
unsuccessful in winning sufficient new outsourcing and NetLinc contracts, or if
the terms of outsourcing or NetLinc contracts are not sufficiently favorable to
us, or if any of the existing outsourcing or NetLinc contracts were to be
terminated early for any reason, our ability to recover our processing center
investments would be impaired, which could have a material adverse effect on our
financial condition. In addition, we will be performing data processing and
other client information systems functions through our processing centers. Any
failure by us to successfully perform our processing center functions could
adversely affect our clients' operations, which could result in contractual
performance penalties to us, early termination of one or more contracts,
potential legal liabilities and damage to our reputation in the industry, any or
all of which could have a material adverse effect on our financial condition,
results of operations and the price of our common stock.

         Our net cost of services as a percentage of net revenue is primarily
driven by how efficiently we utilize our consultant resources and deliver our
consulting and outsourcing services and solutions. We attempt to optimize
efficient deployment of our consultants through initial engagement planning and
by continuously monitoring project requirements, timetables and service and
solution deliveries. The number of consultants assigned to a project will vary
according to the type, size, complexity, duration and demands of the project.
Project terminations, completions and scheduling delays and incremental costs
associated with the full outsourcing contracts and new service offerings have
and can continue to cause us to experience lower gross margins.

         In addition, our establishment of new services and market offerings and
hiring of consultants in peak hiring periods have and can from time to time
adversely affect margins. Also, seasonal factors, such as vacation days,
holidays and total business days in a quarter have and can affect margins.
Variations in services and market offering solution sales, longer outsourcing
sales cycles, uneven deployment of resources and failure to secure large
engagements can also result in quarterly variability of our net cost of services
as a percentage of net revenue. Our consultants are generally employed on a
full-time basis and therefore we will, in the short run, incur substantially all
of our employee-related costs even during periods of low utilization, as the
majority of employment costs of these personnel are fixed. In addition, we have
and may from time to time discontinue service offerings that have not been
successful in the market. Exiting a service offering can result in lower
margins, as there may not be immediate opportunities for the reassignment of
personnel, or there may be costs associated with the separation of personnel
from us. In addition, as we have responded to the diminishing demand for certain
of our consulting services by contracting operations and reducing costs, we have
and may again incur costs associated with business contractions, and may also
lose the ability to recover investments made in personnel, equipment, office
space and other assets associated with the service lines that are reduced or
eliminated. In the event that we close office space, there can be no assurance
that we will be able to sublease that space, or that sublease rents will offset
our obligations under our prime lease(s). In addition, there can be no assurance
that existing sublessees under our leases will not default in their rent or
other obligations. Default by our sublessees, or an inability by us to sublease
excess office space could have an adverse effect on our financial condition.
Further, if we close office space and consolidate or relocate our operations we
could experience some business disruption.

         During the first quarter of 2004, we have signed contracts to perform
consulting services in Europe. There is no assurance that we will be successful
in our efforts to win additional work overseas. In addition, there is no
assurance that we will be successful in our efforts to manage the risk of
currency fluctuations, or to obtain foreign work permits to allow our employees
to perform the services. If we are not successful in our efforts to manage these
and other risks associated with international business, it could have an adverse
effect on our financial condition, results of operations, and the price of our
common stock.

         In recent years the healthcare industry has experienced a slow-down in
consulting expenditures as fiscal constraints imposed by federal, state and
commercial/private payers, have dampened overall industry demand for new IT
service consulting projects. Some of these forces and others have

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continued to hamper demand for certain types of our services. Furthermore,
changes in federal, state and commercial/private payer reimbursement may
continue to adversely affect the financial stability and viability of our
clients and may impact their ability to contract for and pay for professional
services such as those offered by us. We record a provision for estimated
uncollectible amounts based on a number of factors, including the length of time
trade accounts receivable are past due, our previous loss history, the
customer's current ability to pay its obligation to us, and the condition of the
general economy and the industry as a whole.

         During 2001, the events of September 11 and resulting disruptions in
air travel adversely affected our business. In addition, the aftermath of
September 11, including increased federal spending on defense, homeland security
and the Iraq War, as well as federal tax cuts, could adversely affect the
federal and state governments' spending on Medicare, Medicaid and other
healthcare initiatives. In addition, state budget deficits could adversely
affect our clients' revenues and cause them to defer or cancel projects that
would create demand for our services. In addition, our consultants often perform
services at the client's site, away from their own city or state of residence.
We are, therefore, highly dependent upon effective air travel and other means of
transportation for the performance of a majority of our client engagements. If,
as a result of terrorist attacks, conflicts in the Middle East and other
unsettling world events, air travel and other means of transportation become
increasingly costly, time consuming, limited or unreliable, or should our
employees become reluctant to travel, it could harm our ability to timely and
cost effectively perform our client engagements, which could have a material
adverse effect on our financial condition and results of operations.

         Selling, general and administrative expenses include the costs of
recruiting, training and re-training, continuing education, technology, sales
and marketing, facilities, administration, corporate insurance expense, outside
professional fees and depreciation.

         In November 2001, the Financial Accounting Standards Board issued Staff
Announcement Topic No. D-103, "Income Statement Characterization of
Reimbursements Received for Out-of-Pocket Expenses Incurred," which states that
reimbursements received for out-of-pocket expenses should be characterized as
revenue in the income statement. We will continue to use net revenue (revenue
before out-of-pocket reimbursements) and net cost of services (cost of services
before out-of-pocket reimbursements) to compute percentage and margin
calculations, as well as for purposes of comparing the results of operations for
the three months ended March 31, 2004, to the three months ended March 31, 2003.
We believe excluding out-of-pocket reimbursements, although a non-GAAP financial
measure, provides investors a better comparison from period to period by
removing the impact of fluctuations in out-of-pocket reimbursements that do not
reflect on operating performance.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         The preparation of consolidated financial statements and related
disclosures in conformity with accounting principles generally accepted in the
United States of America, requires us to make judgments, assumptions and
estimates that affect the amounts reported in our consolidated financial
statements and the accompanying notes to consolidated financial statements. Our
estimates are based on prior experience, current business and market conditions,
as well as various other assumptions we believe are necessary to form a basis
for making judgments related to the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from these
estimates. Refer to our audited consolidated financial statements and notes
thereto for the year ended December 31, 2003 for information regarding our
critical accounting policies. There have been no changes in these policies
during the current quarter.

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         THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH
31, 2003

Net Revenue.

         Consulting. Net revenue in this segment decreased by $0.8 million or
5.9%, to $13.2 million for the three months ended March 31, 2004, as compared to
$14.0 million for the three months ended March 31, 2003. The revenue decrease
was primarily the result of the variability in demand for consulting services.

         Outsourcing. Net revenue in this segment increased by $3.5 million, or
45.0%, to $11.4 million for the three months ended March 31, 2004, as compared
to $7.9 million for the three months ended March 31, 2003. The revenue increase
was primarily the result of the signing of two new full outsourcing contracts
subsequent to March 31, 2003.

Net Cost of Services.

         Consulting. Net cost of services in this segment remained consistent at
$8.5 million for the three months ended March 31, 2004 and 2003, respectively.
Net cost of services as a percentage of net revenue for this segment was 64.1%
for the three months ended March 31, 2004, as compared to 60.6% for the three
months ended March 31, 2003. The increase was primarily due to a lower revenue
base during the first quarter of 2004 as compared to the first quarter of 2003.

         Outsourcing. Net cost of services in this segment increased by $2.4
million, or 32.5%, to $9.8 million for the three months ended March 31, 2004, as
compared to $7.4 million for the three months ended March 31, 2003. The increase
was primarily due to the costs incurred as the result of the signing of two new
outsourcing contracts subsequent to March 31, 2003, partially offset by
efficiencies gained on other contracts and at our processing centers. Net cost
of services as a percentage of net revenue for this segment decreased to 85.7%
for the three months ended March 31, 2004, as compared to 93.7% for the three
months ended March 31, 2003. The decrease was primarily due to increased revenue
and efficiencies gained on other contracts and at our processing centers.

         Selling, general and administrative expenses. Selling, general and
administrative expenses decreased by $0.9 million, or 13.1%, to $5.9 million for
the three months ended March 31, 2004, as compared to $6.8 million for the three
months ended March 31, 2003. The decrease was primarily attributable to
reductions in: personnel and related costs, facility expenditures and technology
related costs. Selling, general and administrative expenses as a percentage of
net revenue decreased to 24.1% for the three months ended March 31, 2004, as
compared to 31.1% for the three months ended March 31, 2003. The decrease was
primarily attributable to: an increased revenue base, reductions in personnel
and related costs and increased operating efficiencies as a result of our
disciplined cost controls.

         Other income and expense. Other expense was $256,000 for the three
months ended March 31, 2004, as compared to $79,000 for the three months ended
March 31, 2003. The change was primarily the result of increased interest
expense incurred on our long-term obligations, including the amortization of the
costs and warrant value associated with our senior subordinated debentures.

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LIQUIDITY AND CAPITAL RESOURCES

         In connection with our restructuring activities, we recorded
restructuring charges of approximately $3.3 million during the year ended
December 31, 2002. These charges consisted primarily of costs associated with
the termination of a business alliance, which included the accelerated expense
associated with a certain lease obligation and the write-off of leasehold
improvements and capitalized software development costs. The restructuring
charges also included severance costs related to our organizational
restructuring and the write-off of property and equipment, partially offset by a
reduction to the 2001 accrual for restructuring costs. During the year ended
December 31, 2003, we recorded restructuring recoveries of approximately
$193,000, which consisted primarily of a reduction to the 2002 accrual for
future lease obligations, partially offset by severance costs related to our
organizational restructuring. During the three months ended March 31, 2004, we
had cash outflows associated with these restructuring items of approximately
$157,000, of which approximately $153,000 related to certain lease obligations,
which were accrued for as of December 31, 2003, and approximately $4,000 related
to severance costs, which were accrued for as of December 31, 2003. During the
three months ended March 31, 2004, we sublet office space that had been
previously included in our restructuring estimate. As a result of subletting the
space for an amount less than our original estimate, we recorded a net expense
of $51,000. The current accrued liability for additional cash outflows, related
to certain lease obligations, is approximately $1.4 million and will be payable
as follows: $462,000 during the remainder of 2004, $497,000 during 2005,
$235,000 during 2006 and $168,000 during 2007.

         During 2003, we entered into an unsecured financing arrangement for
$8.5 million for software and professional fees related to the implementation of
a new healthcare application platform for an existing outsourcing client. The
agreement provides for sixty monthly payments in the amount of $170,046,
including interest at an annual rate of 7.35%, commencing on February 1, 2003.
During the three months ended March 31, 2004, we capitalized approximately $0.2
million related to professional fees we incurred. As of March 31, 2004, we have
capitalized approximately $6.4 million related to software and professional
services we have received through that date. The liability associated with the
capitalized software and professional fees is $4.7 million as of March 31, 2004.
We currently anticipate the implementation project should be completed during
the first half of 2005 and we will continue to capitalize the remaining $2.1
million of software and professional fees throughout the project as those costs
are incurred. During the three months ended March 31, 2004, we have also
capitalized approximately $0.1 million of interest related to the project.

         As of March 31, 2004, we have a line of credit arrangement with Fifth
Third Bank allowing for borrowings of up to $8.0 million, based on qualifying
accounts receivable and other operating metrics. Based on the eligibility
provisions and accounts receivable at March 31, 2004, we could have borrowed
$5.0 million. At March 31, 2004, $2.4 million was outstanding. Borrowings bear
interest at the prime rate less 0.25%. The interest rate at March 31, 2004, was
3.75%. The line is collateralized by accounts receivable, any deposits held by
the bank, equipment and other personalty. We were in compliance with all
financial covenants as of March 31, 2004. We have letters of credit outstanding
of approximately $1.9 million issued by various banks, of which, approximately
$0.9 million is secured by bank deposits and $1.0 million is covered by our line
of credit.

         In May 2004, we extended our line of credit agreement with Fifth Third
Bank through May 2005. The new line of credit allows for borrowings up to $9.0
million, bears interest at 0.50% below the prime rate and provides a more
favorable borrowing base calculation. Based on the eligibility provisions of the
new agreement and accounts receivable at March 31, 2004, we would be able to
borrow $6.4 million under these new provisions. In addition, we also negotiated
other lines of credit for equipment and software financing.

         In June and July 2003, we agreed to issue Senior Subordinated
Debentures (the "Debentures") and warrants (the "Warrants") to purchase 860,800
shares of our $0.01 par value common stock (the "common stock"), in exchange for
a cash investment of $8.0 million from investors pursuant to the Securities
Purchase Agreement dated as of June 9, 2003, by and between us and the
Purchasers thereto (the "Purchase Agreement"). The unsecured Debentures have an
initial maturity date of June 9, 2006, with an option to extend the term for one
additional year to June 9, 2007, at our sole option, subject to certain
conditions. Pursuant to the terms of the Debentures, we are required to make
quarterly interest payments at the rate of (i) 7.2% per annum commencing on July
1, 2003, until repayment in full, and (ii) if we elect to extend the maturity
date, 12% per annum from June 9, 2006 through June 9, 2007. We are entitled, at
any time, to make up to three partial prepayments of the Debentures in the
amount of at least 33% of the total initial indebtedness, which if the
Debentures are pre-paid in full, would result in a reduction to the number of
outstanding Warrants as provided for in the Warrant Agreement. As of March 31,
2004, $8.0 million was outstanding on the debt.

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         Under the Purchase Agreement, we agreed not to incur additional
indebtedness while the Debentures remain outstanding except for (a) capital
leases, purchase money indebtedness, mortgage debt, performance bonds and
similar instruments in the ordinary course of business, and (b) other
indebtedness for borrowed money not to exceed the greater of $8.0 million or ten
times EBITDA for the most recent quarter. As of the most recent quarter ended
March 31, 2004, the limit was approximately $18.0 million. Depending upon the
circumstances, these restrictions may make it difficult for us to make
acquisitions or grow our business and may restrict our access to needed capital.

         Our Board of Directors approved the repurchase of up to 650,000 shares
of our common stock. As of March 31, 2004, we have repurchased approximately
469,000 shares of our common stock for approximately $3.8 million. During the
three months ended March 31, 2004, we repurchased approximately 41,000 shares of
our common stock for approximately $179,000.

         Our primary capital needs relate to the initial costs associated with
new outsourcing contracts, continuing costs associated with projects for ongoing
outsourcing contracts, and to fund outsourcing and solution sales initiatives.
We believe after giving effect to the restructuring plan, and assuming
appropriate cost control initiatives and revenue consistent with recent levels,
that our current cash and cash equivalents, cash generated from operations,
funds received from the private placement of senior subordinated debentures,
plus available credit under our current and/or anticipated credit agreements
with our lenders, will be sufficient to finance our working capital and capital
expenditure requirements for at least the next twelve months. The nature, amount
and timing of our long-term capital needs can be affected by a number of
factors. For example, our strategic plan includes a heightened focus on the
development of our outsourcing business and the securing of large contracts.
Implementation of a new outsourcing contract has and can involve the need for
capital investment by us, including the hiring of new personnel and the
acquisition of a client's IT assets, including hardware and software. An
additional element of our outsourcing business strategy includes offering data
center consolidation to our clients, which has and will continue to require
investment by us in data or processing center hardware and software as we sign
additional contracts. Additional infrastructure costs are anticipated to be
minimal for the next several years as we have capacity for additional clients in
our current processing centers. The timing, number and scale of potential future
outsourcing contracts can impact our need for capital resources. In addition,
our future long-term capital needs will be affected by the nature and timing of
our market and service offerings, in addition to outsourcing, and the degree and
timing of success enjoyed by such offerings in the market. A failure of our
offerings to meet success in the market, and our inability to adjust our
operating expenses to an appropriate level commensurate with our revenue, can
also affect our need for capital resources. For all of these reasons and those
identified in the other risk factors discussed herein, our ability to project
long-term revenue levels and capital needs is subject to substantial
uncertainty.

         If our available funds and cash generated from operations are
insufficient to satisfy our long-term liquidity requirements, or if we do not
obtain other expected credit agreements, or if an event of default occurs under
our current and/or anticipated credit agreements with our lenders and we are
required to repay all outstanding indebtedness under the credit agreements, we
may need to seek additional sources of funding, such as selling additional
equity or debt securities or obtaining additional lines of credit. We could
also, in such event, face the need to delay or reduce the development of
services or the pursuit of contracts that would require significant investment
to complete. We could also face the need to reduce staffing levels and related
expenses or potentially to liquidate or mortgage selected assets.

         If we decide that it is in our best interest to continue to raise cash
to strengthen our balance sheet, broaden our investor base, increase the
liquidity of our pool of publicly traded stock or for any other reason, we may
decide to issue additional equity or debt, notwithstanding that our currently
available funds are sufficient to meet our anticipated needs for working capital
and capital expenditures through the next twelve months. We may decide to
continue entering into such transactions to raise cash even if all of our
current funding sources remain available to us. If we issue additional
securities to raise funds, those securities may have rights, preferences, or
privileges senior to those of our common stock and our stockholders may
experience dilution. We cannot be certain that additional financing will be
available to us on favorable terms when required, or at all. Our inability to
obtain additional financing when needed could impair our ability to develop
products and services for the market; to enter into or implement new outsourcing
contracts; to implement our business strategies; and may otherwise materially
and adversely affect our financial condition.

         At March 31, 2004, we had cash and cash equivalents of $12.2 million
and working capital of $9.8 million, as compared with cash and cash equivalents
of $12.7 million and working capital of $11.1 million at December 31, 2003.

         Our net cash provided by operations increased to $2.3 million for the
three months ended March 31, 2004, compared with $63,000 of cash used in
operations for the three months ended March 31, 2003. The increase in net cash
provided by operations was due to our improved operating results,

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the increase in depreciation and amortization, and changes in our operating
assets and liabilities during the three months ended March 31, 2004, as compared
to three months ended March 31, 2003.

         Net cash of $2.6 million used in investing activities during the three
months ended March 31, 2004, consists of additions to property, equipment and
software, which primarily relate to our full service outsourcing contracts.

         Net cash of $164,000 used in financing activities during the three
months ended March 31, 2004, was primarily the result of payments on our
long-term obligations; partially offset by proceeds from our line of credit and
stock option exercises by our employees.

         We do not believe that inflation has had a material effect on the
results of our operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We are exposed to interest rate change market risk in connection with
our credit facility with our bank. The interest rate on this facility is tied to
the bank's prime rate, and changes in the variable rate will have an impact on
our interest expense. In the future, we will be exposed to foreign currency
exchange rate risk in connection with some of our engagements. We will seek to
minimize this risk through the use of forward contracts and other financial
instruments available to us.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         As of the end of the most recent period covered by this report, our
management, under the supervision of our Chief Executive Officer and Chief
Financial Officer, carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Rules 13a-14
and 15d-14 under the Securities Exchange Act of 1934 (the "Exchange Act"), as
amended. We do not expect that our disclosure controls and procedures will
prevent all errors and fraud. A control system, irrespective of how well it is
designed and operated, can only provide reasonable assurance, and cannot
guarantee, that it will succeed in its stated objectives. Based upon their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in alerting them
timely to material information required to be included in our Exchange Act
filings. There have not been any significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of the evaluation.

CHANGES IN INTERNAL CONTROLS

         There were no significant changes in our internal controls or any other
factors that could significantly affect these controls subsequent to the date of
the evaluation referred to above.

                                     Page 19

<PAGE>

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

      31.1  Certification by our Chief Executive Officer with respect to our
            Form 10-Q for the quarterly period ended March 31, 2004, pursuant to
            Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as
            adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

      31.2  Certification by our Chief Financial Officer with respect to our
            Form 10-Q for the quarterly period ended March 31, 2004, pursuant to
            Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as
            adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

      32.1  Certifications by our Chief Executive Officer and Chief Financial
            Officer with respect to our Form 10-Q for the quarterly period ended
            March 31, 2004, pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

         On April 30, 2004, we furnished a Current Report on Form 8-K, dated
         April 29, 2004, under Item 7, "Financial Statements and Exhibits" and
         Item 9, "Information Provided Under Item 12 (Results of Operations and
         Financial Condition)," attaching our April 29, 2004, press release
         announcing our financial results for the fiscal quarter ended March 31,
         2004.

                                     Page 20

<PAGE>

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        Superior Consultant Holdings Corporation

Date:  May 17, 2004                      /s/  Richard D. Helppie, Jr.
                                        ---------------------------------
                                        Richard D. Helppie, Jr.
                                        Chief Executive Officer
                                        (Principal Executive Officer)

Date:  May 17, 2004                      /s/  Richard R. Sorensen
                                        ---------------------------------
                                        Richard R. Sorensen
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)

                                     Page 21

<PAGE>

                               10-Q EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.                              DESCRIPTION
-----------  --------------------------------------------------------------------
<S>          <C>
EX -  31.1   Certification by our Chief Executive Officer with respect to our
             Form 10-Q for the quarterly period ended March 31, 2004, pursuant to
             Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as
             adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EX-   31.2   Certification by our Chief Financial Officer with respect to our
             Form 10-Q for the quarterly period ended March 31, 2004, pursuant to
             Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as
             adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EX-   32.1   Certifications by our Chief Executive Officer and Chief Financial
             Officer with respect to our Form 10-Q for the quarterly period ended
             March 31, 2004, pursuant to 18 U.S.C. Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>