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                                                                  EXHIBIT 10.26

                      AMENDED AND RESTATED PROMISSORY NOTE
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$203,906.70                                              As of  January 1, 2001
                                                           Executed May 4, 2001
                                                           Southfield, Michigan

     FOR VALUE RECEIVED the undersigned (the "Maker") promises to pay to the
order of SUPERIOR CONSULTANT COMPANY, INC., a Michigan corporation ("Payee"),
the principal sum of TWO HUNDRED THREE THOUSAND NINE HUNDRED SIX AND 70/100
($203,906.70) Dollars in lawful money of the United States until paid in full.
Equal annual payments of principal and interest in the amount of Twenty-Five
Thousand ($25,000) Dollars shall be paid beginning December 31, 2001 and on
December 31 of each year thereafter until paid in full. The entire principal
balance shall be due December 31, 2015.

     Interest shall be charged from January 1, 2001 at Seven and Seventy-One One
Hundredths (7.71%) percent unless and until Maker defaults hereunder; during any
period of default, interest shall accrue at ten (10%) percent per annum.

     The entire unpaid principal balance shall be due and payable, at the option
of Payee, at the Acceleration Date, plus any amount of accrued and unpaid
interest computed to the Acceleration Date. Any principal balance unpaid at the
Acceleration Date shall accrue interest at ten (10%) percent per annum
thereafter until paid.

     This Amended and Restated Promissory Note ("Note") is delivered pursuant to
the Assignment, Assumption and Release Agreement among Maker, Payee and Robert
R. Tashiro ("Tashiro") dated May 4, 2001, and is given to replace that certain
promissory note of Tashiro to Payee dated as of January 1, 1996 in the original
principal amount of $238,466.00, liability for which was assumed by Maker under
the Assignment, Assumption and Release Agreement. Capitalized terms in this Note
shall, unless defined or modified herein, have the same meaning as defined in
the Shareholder Agreement between Maker and Payee dated May 4, 2001 (the
"Shareholder Agreement").

     All payments hereunder shall be applied first to accrued and unpaid
interest and the remainder to the reduction of the principal balance
outstanding. Maker may prepay this Note, in whole or in part, at any time
without penalty provided any prepayment shall be applied first to the last
payment due and owing. No partial prepayment shall terminate, reduce or
otherwise affect Maker's obligations to continue to make the payments
contemplated in this Note until this Note is paid in full.

     Each maker, surety, guarantor and endorser, hereby waives grace, notice,
protest, demand, presentment for payment, and diligence in the collection of
this Note, and in filing suit hereon, and agrees that their liability for the
payment hereof shall not be affected or impaired by any release or change in the
security, or by any extension of the time for any payment.


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     Should a default be made in the payment of any installment of principal and
interest as previously provided then the full unpaid principal of this
obligation plus unpaid interest accrued to the date of the default shall, in the
discretion of Payee, become immediately due and payable, and may be collected
forthwith regardless of the stipulated date of maturity, time being of the
essence.

     In the event a default occurs in the performance of any of the covenants or
conditions contained in the Shareholder Agreement, Payee shall also have the
right to declare the entire unpaid principal amount and unpaid interest
(computed to the date of such default) of this Note immediately due and payable.

     Further, all costs and reasonable attorney fees incurred by Payee hereof in
collecting or enforcing payment shall be paid upon demand by the Maker. Any
failure of Payee to exercise such option to accelerate shall not constitute
waiver of the right to exercise such option to accelerate at any future time.

     The undersigned hereby waives demand, presentment for payment, notice of
dishonor, protest and notice of protest, and diligence in collection or bringing
suit. The holder hereof may extend the time for payment or accept partial
payment without discharging or releasing the undersigned.

     It is the intention of Maker and Payee to conform in good faith with all
applicable usury laws. In furtherance thereof, Maker and Payee, for themselves
and their successors and assigns, stipulate and agree that the terms and
provisions contained herein or in any other instrument evidencing the
indebtedness described herein or securing such debt shall never be construed to
create a contract for the use, forbearance or detention of money requiring
payment of interest at a rate in excess of the maximum permitted under
applicable law. Maker shall never be liable for unearned interest and shall
never be required to pay interest on the Note in excess of the maximum permitted
by applicable law. In the event the holder hereof shall collect monies which are
determined by a court of competent jurisdiction to constitute interest in excess
of the maximum lawful rate, the collection of such excess shall be deemed to be
a mistake and said excess shall at once be refunded to Maker or credited upon
the principal then outstanding.

     The Maker of this Note acknowledges that this Note is made and delivered in
the State of Michigan and does consent to the jurisdiction over it of the Courts
of the State of Michigan in connection with all proceedings to enforce the Note.


                                     MAKER:


                     --------------------------------------
                              Ronald V. Aprahamian



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