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                                                                   EXHIBIT 10.37


                               FIFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


         THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Fifth
Amendment") made and delivered as of September 30, 2002, by and between SUPERIOR
CONSULTANT HOLDINGS CORPORATION (the "Company"), and COMERICA BANK (the "Bank").

                                   WITNESSETH

         WHEREAS, the Company and the Bank have previously entered into a
certain Amended and Restated Credit Agreement dated as of September 12, 2000, as
amended by four Amendments (as amended, the "Credit Agreement"); and

         WHEREAS, the Bank and the Company desire to amend the Credit Agreement
to modify certain provisions of the Credit Agreement; and

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the Company and the Bank agree as follows:

         1. Company violated the provisions of Section 7.4 of the Agreement for
certain periods ended on or prior to October 31, 2002. Bank hereby waives such
covenant violations for any period ended on or prior to October 31, 2002. This
waiver shall not act as a consent or waiver of any other transaction, act or
omission, whether related or unrelated thereto, including any noncompliance with
such covenant for any period other than a period ended on or prior to October
31, 2002. This waiver shall not extend to or affect any obligation, covenant,
agreement or default not expressly waived hereby.

         2. Section 7.1 of the Agreement is amended to add the following
subsection (h) and the period after subsection (g) is changed to a semi-colon:

                  "(b) together with the financial statements provided to the
         Bank under Section 7.1(b), a statement of Company's cash balances in
         form acceptable to Bank."

         3. Section 7.4 is amended to read in its entirety as follows:

                  "Maintain as of the end of each fiscal quarter, earnings from
         operations (earnings prior to interest income and interest expense,
         gains on sale of assets or securities and all other extraordinary gains
         determined on a consolidated basis, but excluding ComTrust, plus an
         amount, but in no event to exceed $3,000,000, equal to non-cash
         operating charges taken by Company on or prior to December 31, 2002
         related to the vacating and subsequent subleasing of the Georgia based
         Solutions Center, and determined on a cumulative basis for the period
         beginning July 1, 2002 and ending on the applicable date of
         determination of not less than the following amount for the fiscal
         quarter specified below:

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--------------------------------------------------------------------------------
                 Quarter Ending                           Amount
                 --------------                           ------

                December 31, 2002                       ($1,500,000)
--------------------------------------------------------------------------------


         4. Interest on the obligations of Company to Bank shall continue to
accrue at the Applicable Interest Rate, provided, however, that Company may not
elect or convert to the Eurodollar-based Rate for future advances, if any, by
Bank. Accrued interest shall be due and payable on the first Business Day of
each and every month, effective as of the date of this Fifth Amendment, and upon
the occurrence of a default or Event of Default under the terms of the Credit
Agreement, as amended under this Fifth Amendment, then the obligations of
Company to Bank shall accrue interest at the rate otherwise provided in this
paragraph plus three percentage points (3.0%).

         5. The Revolving Credit Maturity Date shall mean April 15, 2003.

         6. The Company hereby represents and warrants that, after giving effect
to the amendments and waiver contained herein, (a) execution, delivery and
performance of this Fifth Amendment and any other documents and instruments
required under this Fifth Amendment or the Credit Agreement are within Company's
corporate powers, have been duly authorized, are not in contravention of law or
the terms of Company's Articles of Incorporation or Bylaws, and do not require
the consent or approval of any governmental body, agency, or authority; and this
Fifth Amendment and any other documents and instruments required under this
Fifth Amendment or the Credit Agreement, will be valid and binding in accordance
with their terms; (b) the continuing representations and warranties of the
Company set forth in Sections 6.1 through 6.17 of the Credit Agreement are,
taking into account all waivers and consents heretofore given by the Bank to the
Company, true and correct on and as of the date hereof with the same force and
effect as made on and as of the date hereof; and (c) no event of default, or
condition or event which, with the giving of notice or the running of time, or
both, would constitute an event of default under the Credit Agreement, has
occurred and is continuing as of the date hereof.

         7. This Fifth Amendment shall be effective upon (a) execution hereof by
Company and Bank, (b) execution and delivery to Bank by the Guarantors of a
Reaffirmation of Guaranty in form acceptable to the Bank, (c) payment by Company
to Bank of a non-refundable amendment fee in the amount of $10,000, and (d)
receipt by Bank of evidence satisfactory to Bank that the Company has
transferred an additional $2,000,000 to its account maintained at Comerica
Securities.

         8. Except as expressly amended herein, the Credit Agreement shall
remain in full force and effect, and the Company hereby ratifies, confirms, and
agrees to be bound by the terms of the Credit Agreement as amended hereby.


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         IN WITNESS WHEREOF, the Company and the Bank have caused this Fifth
Amendment to be executed by their duly authorized officials as of the day and
year first written above.


                                            SUPERIOR CONSULTANT HOLDINGS
                                            CORPORATION



                                            By:  /s/ Richard R. Sorensen
                                               ---------------------------------


                                            Its:     CFO
                                                --------------------------------



                                            COMERICA BANK



                                            By: /s/ Norman L. Bird
                                               ---------------------------------


                                            Its: Vice President
                                                --------------------------------


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<PAGE>


                           REAFFIRMATION OF GUARANTY


         The undersigned previously executed and delivered to Comerica Bank a
Guaranty dated April 27, 2000 with respect to the obligations and liabilities of
Superior Consultant Holdings Corporation ("Borrower") to Comerica Bank. The
undersigned acknowledge the Fifth Amendment dated as of September 30, 2002 to
the Amended and Restated Credit Agreement dated as of September 12, 2000 between
Borrower and Comerica Bank, as amended. The undersigned hereby acknowledge and
agree that the Guaranty remains in full force and effect in accordance with its
terms, and that the undersigned have no defense or setoff to their respective
obligations under the Guaranty.



Dated:  December 26, 2002

                                            SUPERIOR CONSULTANT COMPANY, INC.



                                            By:  /s/ Richard R. Sorensen
                                               ---------------------------------


                                            Its:     CFO
                                                --------------------------------


                                            SUPERIOR VENTURE PARTNER, INC.



                                            By:  /s/ Richard R. Sorensen
                                               ---------------------------------


                                            Its:     CFO
                                                --------------------------------


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