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                                                                   EXHIBIT 10.32


                               FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("Fourth
Amendment") made and delivered as of March 29, 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 three 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 the
periods ended November 30, 2001, December 31, 2001 and January 31, 2002. Bank
hereby waives such covenant violations for the periods ended November 30, 2001,
December 31, 2001 and January 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 the periods ended November 30, 2001 December 31, 2001 and January 31,
2002. This waiver shall not extend to or affect any obligation, covenant,
agreement or default not expressly waived hereby.

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

          "Maintain for each month and quarter, as applicable, 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, and determined
     on a monthly basis for the monthly test and on a quarterly basis for the
     quarterly test) of not less than the following amounts for the months and
     quarters specified below:
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                      MONTH                               AMOUNT
                      -----                               ------
                 February, 2002                        ($1,250,000)
                   March, 2002                              $0
                   April, 2002                         ($1,000,000)
                    May, 2002                           ($500,000)
                   June, 2002                           ($250,000)
                   July, 2002                               $0
                  August, 2002                              $0
                 September, 2002                            $0

                 QUARTER ENDING                           AMOUNT
                 --------------                           ------
                  June 30, 2002                        ($1,250,000)

               September 30, 2002                        $500,000


     3. 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 Fourth Amendment, and upon the
occurrence of a default or Event of Default under the terms of the Credit
Agreement, as amended under this Fourth 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%).

     4. The Revolving Credit Maturity Date shall mean September 30, 2002.

     5. The Company hereby represents and warrants that, after giving effect to
the amendments contained herein, (a) execution, delivery and performance of this
Fourth Amendment and any other documents and instruments required under this
Fourth 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 Fourth
Amendment and any other documents and instruments required under this Fourth
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.



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     6. This Fourth Amendment shall be effective upon (a) execution hereof by
Company and Bank, and (b) execution and delivery to Bank by the Guarantors of a
Reaffirmation of Guaranty in form acceptable to the Bank.

     7. 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.

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

                                 SUPERIOR CONSULTANT HOLDINGS
                                 CORPORATION



                                 By:
                                    ---------------------------------


                                 Its:
                                     --------------------------------


                                 COMERICA BANK



                                 By:
                                    ---------------------------------


                                 Its: Vice President




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