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                                                                    EXHIBIT 10.2

                            RESTATED PROMISSORY NOTE

Effective as of July 25, 2002                                   $305,540.00

         For value received, Ronald V. Aprahamian (the "BORROWER") promises to
pay to the order of Superior Consultant Holdings Corporation, a Delaware
corporation, with its principal place of business at 17570 West 12 Mile Rd.,
Southfield, Michigan 48076 (the "LENDER"), the principal amount of Three Hundred
Five Thousand Five Hundred Forty Dollars ($305,540) due as set forth below. The
unpaid principal amount of this Note outstanding from time to time shall bear
interest at a per annum rate equal to the prime rate as published by the
Lender's primary banker from time to time, plus 1%. Interest shall be computed
on the basis of a 360-day year of twelve thirty-day months, and shall be due and
owing as set forth below.

I.       Reference to Subscription and Securities Purchase Agreement. This Note
         is delivered pursuant and subject to that certain Subscription and
         Securities Purchase Agreement, as executed by and between the Lender
         and the Borrower, dated as of October 11, 2000 (the "SUBSCRIPTION AND
         SECURITIES PURCHASE AGREEMENT"), the terms and conditions of which are,
         by this reference, incorporated herein and made a part hereof.

II.      Payment.

         A.       Principal and accrued and unpaid interest under this Note
                  (including Existing Interest (defined in paragraph IX)) shall
                  be due and payable on demand after the first to occur of the
                  following: (i) December 31, 2003; or (ii) upon a Change of
                  Control, as defined in the Subscription and Securities
                  Purchase Agreement.

         B.       Payment of any principal and interest amount stated above
                  shall be made to the Lender at its principal offices at 17570
                  West 12 Mile Rd., Southfield, Michigan 48076, or at such other
                  place as the Lender may designate to the Borrower. Receipt by
                  the Lender of a check of the Borrower in the amount of any
                  payment due and owing shall be deemed to constitute payment
                  hereunder, provided that such check is processed and paid in
                  full by the institution against which the check is drawn
                  within a commercially reasonable and customary time.

III.     Prepayment. The unpaid principal balance of this Note and interest
         accrued thereon may be prepaid by the Borrower at any time, in whole or
         in part, without premium or penalty, in minimum increments of not less
         than Five Thousand Dollars ($5,000).




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IV.      Default. If (i) the Borrower shall fail to promptly pay to the Lender
         all sums when due hereunder or (ii) an event of default shall occur
         under the Pledge Agreement described in Section V below or under any
         other agreement, instrument or document heretofore, now or at any time
         hereafter delivered to the Lender by or for the benefit of the
         Borrower, which default or event of default is not cured within the
         time, if any, specified therefore in such agreement, instrument or
         document, then the Lender may declare all sums owed by the Borrower
         hereunder immediately due and payable, without notice unless otherwise
         required by applicable statute, and may take any action at law or in
         equity to collect the amounts due and owing hereunder, or to request
         any other available remedy, together with any damages resulting from
         such nonpayment.

V.       Security. In accordance with that certain Pledge Agreement by and
         between the Borrower and the Lender effective as of October 11, 2000,
         the obligation of the Borrower under this Note shall be secured by the
         Borrower's interest in those certain interests constituting Collateral
         (as defined in the Pledge Agreement). The Borrower covenants and agrees
         that he shall not, without the consent of the Lender, pledge or
         otherwise encumber or grant a security interest in such Collateral to
         any party while the indebtedness represented by this Note remains
         unpaid and outstanding.

VI.      Governing Laws. This Note is issued in and shall be construed and
         governed in accordance with the laws of the State of Delaware. The
         Borrower expressly consents to enforcement of the terms hereof in any
         court of competent jurisdiction sitting in the State of Delaware. The
         Borrower expressly waives presentment of payment, protest, notice of
         protest and dishonor as prerequisites to the enforcement hereof.

VII.     Assigns. All of the covenants, stipulations, promises and agreements in
         this Note shall bind and inure to the benefit of the parties hereto and
         their respective heirs, legal representatives, successors and assigns.

VIII.    Costs. The Borrower promises to pay all costs and collection of every
         kind, including, but not limited to, all reasonable attorneys' fees,
         court costs and expenses of every kind incurred by the Lender, in
         connection with such collection.

IX.      Restatement. This Note amends and restates in its entirety that certain
         Promissory Note dated as of October 11, 2000, made by the Borrower
         payable to the order of Lender in the original principal amount of
         $305,540 (the "PRIOR NOTE"). Borrower hereby acknowledges and agrees
         that this Note evidences a modification and "rollover" of indebtedness
         heretofore outstanding under the terms of said Prior Note and that
         Lender has not and does not, by accepting this Note release any
         collateral or security interest pledged to secure said indebtedness.
         Nothing herein shall be deemed to create or to be a novation of the
         indebtedness evidenced by the Prior Note. Borrower acknowledges and
         agrees that a total of $52,644.96, representing accrued and unpaid
         interest on the Prior Note ("EXISTING INTEREST"), shall be payable upon
         maturity of this Note together will all principal and interest payable
         on this Note.

X.       Miscellaneous. Failure of the Lender, for any period of time or on one
         or more occasions, to exercise its option to accelerate the payment of
         this Note pursuant to



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         Section IV above shall not constitute a waiver of the right to exercise
         the same at any time thereafter or in the event of any subsequent
         default under Section IV above. No act of omission or commission of the
         Lender, including specifically any failure to exercise any right,
         remedy or recourse, shall be deemed to be a waiver or release of the
         same; any such waiver or release is to be effected only through a
         written document executed by the Lender, and then only to the extent
         specifically recited therein. A waiver or release with reference to any
         one event shall not be construed as a waiver or release of any
         subsequent event or as a bar to any subsequent exercise of the Lender's
         rights or remedies hereunder.

                                            /s/  Ronald V. Aprahamian
                                            ----------------------------
                                            Borrower













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