SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Superior Consultant Holdings Corporation

(Name of Subject Company (Issuer))

ACS Merger Corp.,

a wholly-owned subsidiary of

Affiliated Computer Services, Inc.

(Names of Filing Persons — Offerors)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

868146101

(CUSIP Number of Class of Securities)

William L. Deckelman, Jr., Esq.

Executive Vice President, Secretary and General Counsel

Affiliated Computer Services, Inc.

2828 North Haskell

Dallas, Texas 75204

(214) 841-6111

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

With Copies to:

Thomas W. Hughes, Esq.

D. Forrest Brumbaugh, Esq.

Fulbright & Jaworski L.L.P.

2200 Ross Ave., Suite 2800

Dallas, Texas 75201

(214) 855-8000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$95,678,533	$11,261.36

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, based on the product of (i) $8.50 (i.e. the tender offer price) and (ii) 11,256,298, the estimated number of shares of Superior common stock to be acquired in this tender offer and the merger (including 704,768 shares of Superior common stock issuable upon the exercise of outstanding options and warrants having an exercise price less than $8.50 that could be tendered in the tender offer).

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) under the Securities Exchange Act of 1934, as amended, equals is $117.70 per million of the aggregate transaction valuation.

     Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.    o

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Filed:

     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.    o

     Check the appropriate boxes below to designate any transactions to which the statement relates:

þthird party tender offer subject to Rule 14d-1	ogoing-private transaction subject to Rule 13e-3.
oissuer tender offer subject to Rule 13e-4	oamendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer.    o

     This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by ACS Merger Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), to purchase all the outstanding shares of common stock, par value $0.01 per share, of Superior Consultant Holdings Corporation, a Delaware corporation (“Superior”), at a purchase price of $8.50 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 23, 2004, and in the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1) and (a)(2) hereto, respectively. This Schedule TO is being filed on behalf of the Purchaser and ACS. The information set forth in the Offer to Purchase, including Schedule I thereto, and the Letter of Transmittal, are hereby incorporated by reference in answer to Items 1-9 and 11 of this Schedule TO, and is supplemented by the information specifically provided herein.

Item 1. Summary Term Sheet

      The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

Item 2. Subject Company Information

      (a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Superior Consultant Holdings Corporation, a Delaware corporation. Superior’s principal executive offices are located at 5225 Auto Club Drive, Dearborn, Michigan 48126. Superior’s telephone number is (248) 386-8300.

      (b) This statement relates to the common stock, par value $0.01 per share, of Superior, of which there were 10,551,530 shares issued and outstanding as of November 30, 2004. The information set forth in the “Introduction” of the Offer to Purchase is incorporated herein by reference.

      (c) The information set forth in Section 6 of the Offer to Purchase entitled “Price Range of Shares of Superior Common Stock; Dividends on Shares of Superior Common Stock” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person

      (a), (b), (c) This Schedule TO is filed by the Purchaser and ACS. The information set forth in Section 9 of the Offer to Purchase entitled “Certain Information Concerning the Purchaser and ACS” and Schedule I to the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction

      The information set forth in the Offer to Purchase is incorporated herein by reference.

Item 5. Past Contracts, Transactions, Negotiations and Agreements

      The information set forth in the “Introduction” and Sections 9, 11, and 12 of the Offer to Purchase entitled “Certain Information Concerning the Purchaser and ACS,” “Background of the Offer; Past Contacts, Negotiations and Transactions,” and “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements,” respectively, is incorporated herein by reference. Except as set forth therein, there have been no material contacts, negotiations or transactions during the past 2 years which would be required to be disclosed under this Item 5 between any of the Purchaser or ACS or any of their respective subsidiaries or, to the best knowledge of Purchaser or ACS, any of those persons listed on Schedule I to the Offer to Purchase, on the one hand, and Superior or its affiliates, on the other, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or sale or transfer of a material amount of assets.

Item 6. Purpose of This Transaction and Plans or Proposals

      The information set forth in the “Introduction” and Sections 7 and 12 of the Offer to Purchase entitled “Effect of the Offer on the Market for Superior Common Stock; Nasdaq Listing of Superior Common Stock; Exchange Act Registration of Superior Common Stock; Margin Regulations,” and “Purpose of the Offer and the Merger; Plans for

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Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements,” respectively, is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration

      The information set forth in Section 10 of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated herein by reference.

Item 8. Interest in Securities of the Company

      The information set forth in the “Introduction” and Sections 8, 9, 11 and 12 of the Offer to Purchase entitled “Certain Information Concerning Superior,” “Certain Information Concerning the Purchaser and ACS,” “Background of the Offer; Past Contacts, Negotiations and Transactions” and “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements,” respectively, is incorporated herein by reference.

Item 9. Persons/ Assets Retained, Employed, Compensated or Used

      The information set forth in Sections 11, 12 and 15 of the Offer to Purchase entitled “Background of the Offer; Past Contacts, Negotiations and Transactions,” “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements” and “Fees and Expenses,” respectively, is incorporated herein by reference.

Item 10. Financial Statements

      Not applicable.

Item 11. Additional Information

      (a)(1) The information set forth in Sections 9, 11 and 12 of the Offer to Purchase entitled “Certain Information Concerning the Purchaser and ACS,” “Background of the Offer; Past Contacts, Negotiations and Transactions” and “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements,” respectively, is incorporated herein by reference.

      (a)(2) and (3) The information set forth in Sections 12, 13 and 14 of the Offer to Purchase entitled “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements,” “Certain Conditions to the Offer,” and “Certain Legal Matters,” respectively, is incorporated herein by reference.

      (a)(4) The information set forth in Section 7 of the Offer to Purchase entitled “Effect of the Offer on the Market for Superior Common Stock; Nasdaq Listing of Superior Common Stock; Exchange Act Registration of Superior Common Stock; Margin Regulations” is incorporated herein by reference.

      (b) The information set forth in the Offer to Purchase is incorporated herein by reference.

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Item 12. Exhibits

(a)(1)	Offer to Purchase, dated December 23, 2004.
(a)(2)	Form of Letter of Transmittal.
(a)(3)	Form of Notice of Guaranteed Delivery.
(a)(4)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(5)	Press Release issued by Affiliated Computer Services, Inc. on December 17, 2004.
(a)(6)	Summary Newspaper Advertisement published in The Wall Street Journal on December 23, 2004.
(b)(1)	Five Year Competitive Advance and Revolving Credit Facility Agreement, dated as of October 27, 2004, by and among Affiliated Computer Services, Inc., other Borrowers from time to time party thereto, the Lender Parties from time to time party thereto, JPMorgan Chase Bank, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, and others (filed as Exhibit 10.1 to ACS’ Current Report on Form 8-K, filed October 29, 2004 and incorporated herein by reference).
(d)(1)	Agreement and Plan of Merger, dated as of December 17, 2004, by and among Affiliated Computer Services, Inc., ACS Merger Corp. and Superior Consultant Holdings Corporation.
(d)(2)	Form of Tender and Voting Agreement, dated as of December 17, 2004, among Superior Consultant Holdings Corporation, Affiliated Computer Services, Inc., ACS Merger Corp. and selected directors and officers of Superior Consultant Holdings Corporation.
(d)(3)	Confidentiality Agreement, dated June 14, 2004, between Affiliated Computer Services, Inc. and William Blair & Company, L.L.C., as agent for Superior Consultant Holdings Corporation.
(d)(4)	Letter Agreement, dated December 17, 2004, by and among Camden Partners Strategic Fund II-A, L.P., Camden Partners Strategic Fund II-B, L.P., Affiliated Computer Services, Inc., ACS Merger Corp., and Superior Consultant Holdings Corporation, modifying that certain Warrant Agreement, dated June 9, 2003, by and among Superior Consultant Holdings Corporation and the warrantholder parties thereto.
(g)	Not applicable.
(h)	Not applicable.

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SIGNATURES

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ACS MERGER CORP.

By:  /s/ JOHN H. REXFORD

       Name: John H. Rexford

       Title:   Vice President

AFFILIATED COMPUTER SERVICES, INC.

By:  /s/ JOHN H. REXFORD

       Name: John H. Rexford

       Title:   Executive Vice President

Dated: December 23, 2004

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INDEX TO EXHIBITS

Exhibit
No.		Document
	(a)(1)	Offer to Purchase, dated December 23, 2004.
	(a)(2)	Form of Letter of Transmittal.
	(a)(3)	Form of Notice of Guaranteed Delivery.
	(a)(4)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
	(a)(5)	Press Release issued by Affiliated Computer Services, Inc. on December 17, 2004.
	(a)(6)	Summary Newspaper Advertisement published in The Wall Street Journal on December 23, 2004.
	(b)(1)	Five Year Competitive Advance and Revolving Credit Facility Agreement, dated as of October 27, 2004, by and among Affiliated Computer Services, Inc., other Borrowers from time to time party thereto, the Lender Parties from time to time party thereto, JPMorgan Chase Bank, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, and others (filed as Exhibit 10.1 to ACS’ Current Report on Form 8-K, filed October 29, 2004 and incorporated herein by reference).
	(d)(1)	Agreement and Plan of Merger, dated as of December 17, 2004, by and among Affiliated Computer Services, Inc., ACS Merger Corp. and Superior Consultant Holdings Corporation.
	(d)(2)	Form of Tender and Voting Agreement, dated as of December 17, 2004, among Superior Consultant Holdings Corporation, Affiliated Computer Services, Inc., ACS Merger Corp. and selected directors and officers of Superior Consultant Holdings Corporation.
	(d)(3)	Confidentiality Agreement, dated June 14, 2004, between Affiliated Computer Services, Inc. and William Blair & Company, L.L.C., as agent for Superior Consultant Holdings Corporation.
	(d)(4)	Letter Agreement, dated December 17, 2004, by and among Camden Partners Strategic Fund II-A, L.P., Camden Partners Strategic Fund II-B, L.P., Affiliated Computer Services, Inc., ACS Merger Corp., and Superior Consultant Holdings Corporation, modifying that certain Warrant Agreement, dated June 9, 2003, by and among Superior Consultant Holdings Corporation and the warrantholder parties thereto.
	(g)	Not applicable.
	(h)	Not applicable.

EX-99.(A)(1)

EXHIBIT (a)(1)

OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock of

Superior Consultant Holdings Corporation

at $8.50 Net Per Share

by

ACS Merger Corp.

a Wholly-Owned Subsidiary of

Affiliated Computer Services, Inc.

       THE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 24, 2005, UNLESS THE OFFER IS EXTENDED.

       Pursuant to an Agreement and Plan of Merger, dated as of December 17, 2004 (the “Merger Agreement”), by and among Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), ACS Merger Corp., a Delaware corporation and a wholly owned subsidiary of ACS (the “Purchaser”), and Superior Consultant Holdings Corporation, a Delaware corporation (“Superior”), the Purchaser is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Superior at a price of $8.50 per share, net to the seller in cash, without interest thereon (the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal enclosed with this Offer to Purchase, which, together with any amendments or supplements hereto or thereto, collectively constitute the “Offer” described in this Offer to Purchase. Following the purchase by the Purchaser of shares of Superior common stock in the Offer and the satisfaction or waiver of each of the applicable conditions set forth in the Merger Agreement, the Purchaser will be merged with and into Superior (the “Merger”), with Superior surviving the Merger as a wholly owned subsidiary of ACS. As a result of the Merger, each outstanding share of Superior common stock (other than shares owned by ACS, the Purchaser, Superior or any wholly owned subsidiary of ACS or Superior, or by any stockholder of Superior who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the Offer Price.

      Superior’s board of directors has, at a meeting held on December 16, 2004, by the unanimous vote of all directors of Superior, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of Superior and its stockholders; (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the Delaware General Corporation Law (“DGCL”); (iii) declared that the Merger Agreement is advisable; (iv) resolved to recommend that Superior’s stockholders accept the Offer and tender their shares of Superior common stock pursuant to the Offer and, to the extent necessary under applicable law to accomplish the Merger, adopt the Merger Agreement; (v) resolved to elect, to the extent permitted by applicable law, not to be subject to any takeover laws and regulations of any jurisdiction that may purport to be applicable to the Merger Agreement or the Tender and Voting Agreements; and (vi) irrevocably taken all necessary steps to render Section 203 of the DGCL and any other applicable state takeover laws inapplicable to the Merger, ACS, the Purchaser, the acquisition of shares of Superior common stock pursuant to the Offer and the transactions contemplated by the Tender and Voting Agreements.

      The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined in this Offer to Purchase) of the Offer shares of Superior common stock that, together with any shares of Superior common stock then owned by ACS or any wholly owned subsidiary of ACS (including the Purchaser), represent at least a majority of the “Fully Diluted Number of

Shares,” which is defined in the Merger Agreement as the sum of (i) all then-outstanding shares of Superior common stock, plus (ii) the number of shares of Superior common stock issuable upon the exercise of any outstanding option, warrant or other right to acquire capital stock of Superior, or upon the conversion of any security convertible into capital stock of Superior outstanding immediately prior to the acceptance of shares in the Offer; provided, that for purposes of clause (ii), that portion of any option, warrant or other right that is not vested or exercisable immediately prior to the acceptance of shares of Superior common stock in the Offer will not be deemed to be outstanding. The foregoing condition is referred to as the “Minimum Condition” in this Offer to Purchase. The Offer is also subject to other conditions described in Section 13 — “Certain Conditions to the Offer.”

      Certain of Superior’s directors and officers have entered into Tender and Voting Agreements with ACS and the Purchaser pursuant to which they have agreed, in their respective capacities as stockholders of Superior, to tender all of their shares of Superior common stock, as well as any additional shares of Superior common stock that they may acquire, to the Purchaser in the Offer. The parties to these Tender and Voting Agreements have also agreed to vote all of their shares of Superior common stock in favor of adoption of the Merger Agreement and otherwise in favor of the Merger. As of November 30, 2004, the stockholders who executed Tender and Voting Agreements held in the aggregate 5,063,442 shares of Superior common stock, which represented approximately 48% of the outstanding shares of Superior common stock as of that date. The Tender and Voting Agreements provide that they terminate upon any termination of the Merger Agreement, and that the stockholders who executed Tender and Voting Agreements may terminate such agreement if the Merger Agreement is amended to decrease the Offer Price or change the form or mix of consideration to be paid for the Superior common stock in the Offer without the stockholder’s prior consent.

IMPORTANT

      Any stockholder of Superior who desires to tender all or any portion of such stockholder’s shares of Superior common stock to the Purchaser in the Offer should either (i) complete and sign the Letter of Transmittal (or a facsimile copy of it) for the Offer that is enclosed with this Offer to Purchase in accordance with the instructions contained in the Letter of Transmittal (having such stockholder’s signature on the Letter of Transmittal guaranteed if required by Instruction 1 to the Letter of Transmittal), mail or deliver the Letter of Transmittal (or a facsimile copy of it) and any other required documents to the depositary for the Offer, Mellon Investor Services LLC (the “Depositary”), and either deliver the certificates representing such shares to the Depositary along with the Letter of Transmittal (or a facsimile copy of it) or tender such shares by book-entry transfer by following the procedures described in Section 2 — “Procedures for Tendering Shares of Superior Common Stock in the Offer,” in each case prior to the Expiration Date of the Offer or (ii) request such stockholder’s broker, dealer, bank, trust company or other nominee to effect the transaction for such stockholder. Any stockholder of Superior with shares of Superior common stock registered in the name of a broker, dealer, bank, trust company or other nominee must contact that institution in order to tender such shares to the Purchaser in the Offer.

      Any stockholder of Superior who desires to tender shares of Superior common stock to the Purchaser in the Offer and whose certificates representing such shares are not immediately available, or who cannot comply in a timely manner with the procedures for tendering shares by book-entry transfer, or who cannot deliver all required documents to the Depositary prior to the Expiration Date of the Offer, may tender such shares to the Purchaser in the Offer by following the procedures for guaranteed delivery described in Section 2 — “Procedures for Tendering Shares of Superior Common Stock in the Offer.”

      Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent for the Offer at its address and telephone number listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent.

The Information Agent and Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

85 Challenger Road

Ridgefield Park, NJ 07660

Call Toll Free: (866) 768-4955

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TABLE OF CONTENTS

		Page
Summary Term Sheet			4
Introduction			11
The Tender Offer			13
1.	Terms of the Offer		13
2.	Procedures for Tendering Shares of Superior Common Stock in the Offer		15
3.	Withdrawal Rights		19
4.	Acceptance for Payment and Payment for Shares of Superior Common Stock		19
5.	Certain Material United States Federal Income Tax Consequences		20
6.	Price Range of Shares of Superior Common Stock; Dividends on Shares of Superior Common Stock		23
7.	Effect of the Offer on the Market for Superior Common Stock; Nasdaq; Listing of Superior Common Stock; Exchange Act Registration of Superior Common Stock; Margin Regulations		23
8.	Certain Information Concerning Superior		25
9.	Certain Information Concerning the Purchaser and ACS		25
10.	Source and Amount of Funds		26
11.	Background of the Offer; Past Contacts, Negotiations and Transactions		26
12.	Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements		30
13.	Certain Conditions to the Offer		47
14.	Certain Legal Matters		50
15.	Fees and Expenses		52
16.	Miscellaneous		52
Schedule I — Directors and Executive Officers of the Purchaser and ACS			54

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SUMMARY TERM SHEET

      We are ACS Merger Corp., and we are making an offer to purchase all of the outstanding shares of common stock of Superior Consultant Holdings Corporation (“Superior”). The following are some of the questions you, as a stockholder of Superior, may have about our offer and our answers to those questions. This Summary Term Sheet provides important and material information about our offer that is described in more detail elsewhere in this Offer to Purchase. We urge you to carefully read the remainder of this Offer to Purchase and the Letter of Transmittal because the information in this Summary Term Sheet is not complete. Additional important information about our offer is contained in the remainder of this Offer to Purchase and the Letter of Transmittal for our offer. We have included cross-references in this Summary Term Sheet to other sections of this Offer to Purchase to direct you to the sections of this Offer to Purchase in which a more complete description of the topics covered in this Summary Term Sheet appear.

Who is offering to buy my Superior shares?

      Our name is ACS Merger Corp. We are a Delaware corporation organized as a wholly owned subsidiary of Affiliated Computer Services, Inc. (“ACS”) for the sole purpose of making a tender offer for the outstanding shares of common stock of Superior. ACS, a FORTUNE 500 company with more than 43,000 people supporting client operations in nearly 100 countries, provides business process and information technology outsourcing solutions to world-class commercial and government clients. See the “Introduction” to this Offer to Purchase and Section 9 — “Certain Information Concerning the Purchaser and ACS” for more information.

How many shares of Superior common stock are you offering to purchase?

      We are making an offer to purchase all of the outstanding shares of common stock of Superior. See the “Introduction” to this Offer to Purchase and Section 1 — “Terms of the Offer” for more information.

How much are you offering to pay for my shares of Superior common stock, what is the form of payment and will I have to pay any fees or commissions if I tender my shares in your offer?

      We are offering to pay $8.50 per share, net to you, in cash (without interest) for each of your shares of Superior common stock. If you are the record owner of your shares and you tender them in our offer, you will not have to pay any brokerage fees or similar expenses to do so. If you own your shares through a broker or other nominee, and your broker tenders your shares in our offer on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether it will charge you a fee for tendering your shares in our offer. See the “Introduction” to this Offer to Purchase and Section 1 — “Terms of the Offer” for more information.

Do you have the financial resources to pay for all of the shares of Superior common stock that you are offering to purchase?

      Yes. Our parent company, ACS, will contribute to us sufficient funds to pay for all of the shares of Superior common stock that are accepted for payment by us in our offer, and to make payments for all shares of Superior common stock that are not accepted for payment in our offer and that will be converted into the right to receive $8.50 per share in cash (without interest) in the merger described below following the successful completion of our offer. ACS expects to use cash available under its existing $1.5 billion revolving credit facility to make this contribution. Our offer is not conditioned upon any financing contingencies. See Section 10 — “Source and Amount of Funds” for more information.

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Is your financial condition relevant to my decision whether to tender my shares of Superior common stock in your offer?

      No. We do not believe that our financial condition is relevant to your decision whether to tender your shares of Superior common stock in our offer because:

•  cash is the only consideration that we are paying to the holders of Superior common stock in connection with our offer;

•  we are offering to purchase all of the outstanding shares of Superior common stock in our offer;

•  our offer is not subject to any financing contingencies; and

•  ACS has sufficient availability under its existing $1.5 billion revolving credit facility to provide us with the amount of cash consideration payable to holders of Superior common stock in our offer and the merger described below.

      See Section 10 — “Source and Amount of Funds” for more information.

How long do I have to tender my shares of Superior common stock in your offer?

      Unless we extend our offer, you will have until 12:00 midnight, New York City time, on January 24, 2005, to tender your shares of Superior common stock in our offer. If you cannot deliver everything that is required to tender your shares by that time, you may be able to use a guaranteed delivery procedure to tender your shares, as described in Section 2 — “Procedures for Tendering Shares of Superior Common Stock in the Offer.”

What are the most significant conditions to your offer?

      We are not obligated to purchase any shares of Superior common stock that are tendered in our offer unless, prior to the expiration of our offer, the number of shares validly tendered in accordance with the terms of our offer and not withdrawn, together with any shares of Superior common stock then owned by ACS or any wholly owned subsidiary of ACS (including us), represent at least a majority of the “fully diluted number of shares,” which is defined in the merger agreement as the sum of (i) all then-outstanding shares of Superior common stock, plus (ii) the number of shares of Superior common stock issuable upon the exercise of any outstanding option, warrant or other right to acquire capital stock of Superior, or upon the conversion of any security convertible into capital stock of Superior outstanding immediately prior to the acceptance of shares in the Offer; provided, that for purposes of clause (ii), that portion of any option, warrant or other right that is not vested or exercisable immediately prior to the acceptance of shares of Superior common stock in the Offer will not be deemed to be outstanding. The foregoing condition is referred to as the “minimum condition.”

      Our offer is not subject to any financing contingencies, but it is subject to a number of other conditions, including conditions with respect to the accuracy of Superior’s representations and warranties in the merger agreement, the expiration or termination of the waiting period applicable to our offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Superior’s compliance with its covenants set forth in the merger agreement, the absence of any material adverse effect on Superior since the date of the merger agreement, the absence of any order or injunction preventing or restraining our offer or the merger, and the absence of any legal proceeding involving a governmental body related to our offer or the merger. See Section 13 — “Certain Conditions to the Offer” for more information about these and other conditions to our offer.

      We can increase the offer price, waive any condition to our offer or make any other changes in the terms and conditions of our offer, subject to the following limitations. However, we would need to obtain Superior’s consent in order to (i) increase the minimum condition; (ii) change the form of consideration to be paid; (iii) reduce the price per share to be paid in our offer and the merger; (iv) change the number of shares of Superior common stock sought in our offer; (v) impose any additional material conditions to our offer; (vi) except for the extensions and/or subsequent offering periods described below, extend the expiration date of our offer beyond the initial expiration date; and (vii) amend any other terms of our offer in a manner materially adverse to Superior stockholders, when taken as a whole with all other changes and amendments. See Section 1 — “Terms of the Offer” for more information.

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Under what circumstances can or must you extend your offer?

      We are permitted to (but not required to) extend our offer beyond its initial expiration date of January 24, 2005:

•  for additional periods of not more than 5 business days at a time (and not more than 15 business days in the aggregate) if any of the conditions to our offer have not been satisfied;

•  for any period required by any rule or regulation of the Securities and Exchange Commission applicable to our offer; and

•  after the initial offer closes, for a subsequent offering period of three to 20 business days in order to acquire at least 90% of the outstanding number of shares of Superior common stock as of that date.

      In addition, we are required, upon the written request of Superior, if any condition to our offer has not been satisfied or waived, to extend our offer from time to time for such period of time (not more than 15 business days) as Superior requests if ACS reasonably believes that the unmet conditions are reasonably capable of being satisfied in such period. See Section 1 — “Terms of the Offer” for more information.

How will I be notified if you extend your offer?

      If we extend our offer, we will inform the Depositary, Mellon Investor Services LLC, of that fact and will make a public announcement of the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which our offer was previously scheduled to expire. See Section 1 — “Terms of the Offer” for more information.

How do I tender my shares of Superior common stock in your offer?

      To tender all or any portion of your shares of Superior common stock in our offer, you must either deliver the certificate or certificates representing your tendered shares, together with the Letter of Transmittal (or a facsimile copy of it) enclosed with this Offer to Purchase, properly completed and duly executed, together with any required signature guarantees and any other required documents, to the Depositary, Mellon Investor Services LLC, or tender your shares using the book-entry procedure described in Section 2 — “Procedures for Tendering Shares of Superior Common Stock in the Offer,” prior to the expiration of our offer.

      If you hold your shares of Superior common stock in street name through a broker, dealer, bank, trust company or other nominee and you wish to tender all or any portion of your shares of Superior common stock in our offer, the broker, dealer, bank, trust company or other nominee that holds your shares must tender them on your behalf through the Depositary.

      If you cannot deliver the items that are required to be delivered to the Depositary by the expiration of our offer, you may obtain additional time to do so by having a broker, bank or other fiduciary that is a member of the Securities Transfer Agent’s Medallion Program or other eligible institution guarantee that the missing items will be received by the Depositary within three Nasdaq National Market trading days. You may use the Notice of Guaranteed Delivery enclosed with this Offer to Purchase for this purpose. To tender shares of Superior common stock in this manner, however, the Depositary must receive the missing items within such three trading day period. See Section 2 — “Procedures for Tendering Shares of Superior Common Stock in the Offer” for more information.

May I withdraw shares that I previously tendered in your offer? Until what time may I withdraw previously tendered shares?

      Yes. You may withdraw some or all of the shares of Superior common stock that you previously tendered in our offer at any time until the expiration date of our offer as it may be extended. Further, if we have not accepted your shares for payment by February 21, 2005, you may withdraw them at any time after February 21, 2005. Once we accept your tendered shares for payment upon the expiration of our offer, however, you will no longer be able to withdraw them. In addition, your right to withdraw your previously tendered and accepted shares will not apply to any subsequent offering period (which is not the same as an extension of our offer), if one is provided. See Section 1 — “Terms of the Offer” and Section 3 — “Withdrawal Rights” for more information.

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How do I withdraw my previously tendered shares?

      To withdraw any shares of Superior common stock that you previously tendered in our offer, you (or, if your shares are held in street name, the broker, dealer, bank, trust company or other nominee that holds your shares) must deliver a written notice of withdrawal (or a facsimile copy of one), with the required information, to the Depositary while you still have the right to withdraw your shares. See Section 1 — “Terms of the Offer” and Section 3 — “Withdrawal Rights” for more information.

Has Superior’s board of directors approved your offer?

      Yes. Our offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 17, 2004, by and among ACS, Superior and us. Superior’s board of directors has, by the unanimous vote of all directors of Superior:

•  determined that the merger agreement and the transactions contemplated thereby, including our offer and the merger, are fair to and in the best interests of Superior and its stockholders;

•  approved and adopted the merger agreement and the transactions contemplated thereby, including our offer and the merger, in accordance with the requirements of Delaware law;

•  declared that the merger agreement is advisable;

•  resolved to recommend that Superior’s stockholders accept our offer and tender their shares of Superior common stock pursuant to our offer and, to the extent necessary under applicable law to accomplish the merger, adopt the merger agreement;

•  resolved to elect, to the extent permitted by applicable law, not to be subject to any takeover laws and regulations of any jurisdiction that may purport to be applicable to the merger agreement or the tender and voting agreements; and

•  irrevocably taken all necessary steps to render Section 203 of the Delaware General Corporation Law and any other applicable state takeover laws inapplicable to us, the merger, ACS, the acquisition of shares of Superior common stock pursuant to our offer and the transactions contemplated by the tender and voting agreements.

      Accordingly, Superior’s board of directors unanimously recommends that you accept our offer and tender your shares of Superior common stock pursuant to our offer and, if required, vote to adopt the merger agreement.

      The factors considered by Superior’s board of directors in making the determinations and the recommendation described above will be described in Superior’s Solicitation/ Recommendation Statement on Schedule 14D-9, which will be filed with the Securities and Exchange Commission and will be mailed to the stockholders of Superior with this Offer to Purchase.

      William Blair & Company, L.L.C., which acted as the financial advisor to Superior’s board of directors, delivered an opinion to Superior’s board of directors, dated December 16, 2004, to the effect that, as of that date, based upon and subject to the assumptions made, the procedures followed, other matters considered and the limitations of the review undertaken in its opinion, the offer price to be paid to stockholders whose shares of Superior common stock are accepted for payment in our offer and to be paid to stockholders in the merger was fair, from a financial point of view, to the holders of shares of Superior common stock. Stockholders of Superior are urged to, and should, carefully read Superior’s Solicitation/ Recommendation Statement on Schedule 14D-9 and the opinion of William Blair & Company, L.L.C. in their entirety.

Have any stockholders of Superior already agreed to tender their shares in your offer?

      Yes. As noted above, certain of Superior’s directors and officers have entered into tender and voting agreements with ACS and us pursuant to which they have agreed, in their respective capacities as stockholders of Superior, to tender all of their shares of Superior common stock, as well as any additional shares of Superior common stock which they may acquire, to us in our offer. The parties to these tender and voting agreements have also agreed to vote all of their shares of Superior common stock in favor of adoption of the merger agreement and otherwise in favor of the merger. As of November 30, 2004, the stockholders who executed tender and voting agreements held in the aggregate

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5,063,442 shares of Superior common stock, which represented approximately 48% of the outstanding shares of Superior common stock as of that date. The tender and voting agreements provide that they terminate upon any termination of the merger agreement, and that the stockholders who executed these agreements may terminate them if the merger agreement is amended to decrease the offer price or change the form or mix of consideration to be paid for the Superior common stock in our offer without the stockholder’s prior consent.

What are your plans if you successfully complete your offer but do not acquire all of the outstanding shares of Superior common stock in your offer?

      If we successfully complete our offer and certain limited conditions are satisfied, as soon as practicable following the successful completion of our offer, we intend to merge with and into Superior. As a result of that merger, (i) all of the outstanding shares of Superior common stock that are not tendered in our offer, other than shares that are owned by ACS, Superior or us (or any wholly owned subsidiary of ACS or Superior) and any shares that are owned by any stockholder of Superior who is entitled to and properly exercises appraisal rights under Delaware law in respect of their shares, will be canceled and converted into the right to receive $8.50 per share in cash (without interest) and (ii) all of our issued and outstanding shares of capital stock which are owned by ACS will be converted into one share of Superior common stock, as a result of which ACS will own all of the issued and outstanding shares of Superior.

      Our obligation to merge with Superior following the successful completion of our offer is conditioned on the adoption of the merger agreement by Superior’s stockholders under Delaware law (if required), the absence of any temporary restraining order, preliminary or permanent injunction or other order preventing the completion of the merger having been issued by any court of competent jurisdiction and remaining in effect, there not being any legal requirement enacted or deemed applicable to the merger that makes completion of the merger illegal, the receipt of all material consents and filings with any governmental body, and the expiration or termination of any waiting period under applicable antitrust laws. If we successfully complete our offer, we will hold a sufficient number of shares of Superior common stock to ensure the requisite adoption of the merger agreement by Superior stockholders under Delaware law to complete the merger. In addition, if we own at least 90% of the outstanding shares of Superior common stock, we will not be required to obtain stockholder approval to complete the merger.

If you successfully complete your offer, what will happen to Superior’s board of directors?

      If we successfully complete our offer, under the merger agreement we are entitled to designate at least a majority of the members of Superior’s board of directors. In such case Superior has agreed (to the extent requested by ACS) to use commercially reasonable efforts to either increase the size of the board of directors of Superior or secure the resignations of such number of directors as is necessary to enable ACS’ designees to be elected to its board of directors in such number as is proportionate to ACS’ share ownership. Therefore, if we successfully complete our offer, ACS will obtain control over the management of Superior shortly thereafter. However, we and ACS have also agreed in the merger agreement that Superior will ensure that at least three of the members of Superior’s board of directors, at all times prior to the completion of the merger, are individuals who were independent directors of Superior on December 17, 2004, the date of the merger agreement, for purposes of the continued voting requirements of the Nasdaq National Market (“independent directors”). After the election or appointment of the directors designated by ACS to Superior’s board of directors and prior to the completion of the merger, under the terms of the merger agreement, the approval of the majority of individuals who are independent directors of Superior will be required to authorize any of the following actions of Superior, to the extent the action in question could reasonably be expected to affect adversely the holders of shares of Superior common stock (other than ACS or us): (i) any amendment of the merger agreement or the certificate of incorporation or bylaws of Superior; (ii) any termination of the merger agreement by Superior; (iii) any extension by Superior of the time for the performance of any of the obligations or other acts of ACS or us; or (iv) any waiver of any of Superior’s rights under the merger agreement or other action adversely affecting the rights of Superior’s stockholders. See Section 12 — “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements” for more information.

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If I decide not to tender my shares of Superior common stock in your offer, how will your offer affect my shares?

      If we successfully complete our offer, but you do not tender your shares in our offer, and the merger takes place, your shares will be canceled and converted into the right to receive the same amount of cash that you would have received had you tendered your shares in our offer (without interest), subject to your right to pursue your appraisal rights under Delaware law. Therefore, if we complete the merger, unless you perfect your appraisal rights under Delaware law, the only difference to you between having your shares accepted for payment in our offer and not doing so is that you will be paid earlier if you have your shares accepted for payment in our offer.

      If we successfully complete our offer, then until such time thereafter as we complete the merger, the number of stockholders of Superior and the number of shares of Superior common stock that remain in the hands of the public may be so small that there may no longer be an active public trading market (or, possibly, any public trading market) for such shares. Also, shares of Superior common stock may no longer be eligible to be traded on the Nasdaq National Market or any other securities exchange, and Superior may cease making filings with the Securities and Exchange Commission or otherwise cease being required to comply with the Securities and Exchange Commission’s rules relating to publicly held companies. See Section 7 — “Effect of the Offer on the Market for Superior Common Stock; Nasdaq Listing of Superior Common Stock; Exchange Act Registration of Superior Common Stock; Margin Regulations)” and Section 12 — “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements” for more information.

Are appraisal rights available in either your offer or the merger?

      Appraisal rights are not available in connection with our offer. However, if you choose to not tender your shares of Superior common stock in our offer and we purchase shares of Superior common stock in our offer, appraisal rights will be available to you in connection with our merger with and into Superior. If you choose to exercise your appraisal rights in connection with the merger, and you comply with the applicable requirements under Delaware law, you will be entitled to payment for your shares based on a fair and independent appraisal of the value of your shares as of December 16, 2004, the date prior to public announcement of the proposed transaction with ACS. This value may be more or less than the $8.50 per share that we are offering to pay you for your shares in our offer or that you would otherwise receive in the Merger. See Section 12 — “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements” for more information.

What are the United States federal income tax consequences of having my shares of Superior common stock accepted for payment in your offer or receiving cash in the merger?

      The receipt of cash pursuant to our offer (or the merger) will be a taxable transaction for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for United States federal income tax purposes, a U.S. stockholder having shares of Superior common stock accepted for payment in our offer or receiving cash in the merger will recognize gain or loss equal to the difference between the amount of cash received by the stockholder in our offer (or the merger) and the stockholder’s aggregate adjusted tax basis in the shares tendered by the stockholder and accepted for payment in our offer (or converted into cash in the merger). See Section 5 — “Certain Material United States Federal Income Tax Consequences” for more information.

      Stockholders are urged to consult their own tax advisors to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of our offer and the merger.

What is the market value of my shares of Superior common stock?

      On December 17, 2004, the last trading day before ACS and Superior announced that they had entered into the merger agreement, the last sale price of shares of Superior common stock reported on the Nasdaq National Market was $6.45 per share; therefore, the offer price of $8.50 per share represents a premium of approximately 32% over the closing price of Superior shares before announcement of the merger agreement. On December 22, 2004, the last full trading day prior to the commencement of our offer, the last sale price of shares of Superior common stock reported on the Nasdaq National Market was $8.45 per share. We advise you to obtain a recent quotation for shares of

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Superior common stock when deciding whether to tender your shares in our offer. See Section 6 — “Price Range of Shares of Superior Common Stock; Dividends on Shares of Superior Common Stock” for more information.

Whom can I contact if I have questions about your offer?

      You should contact the Information Agent for our offer at its address and telephone number listed below if you have any questions about our offer.

The Information Agent and Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

85 Challenger Road Ridgefield

Park, NJ 07660

Call Toll Free: (866) 768-4955

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To: The Holders of Common Stock of Superior Consultant Holdings Corporation:

INTRODUCTION

      ACS Merger Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), hereby offers to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Superior Consultant Holdings Corporation, a Delaware corporation (“Superior”), at a price of $8.50 per share, net to the seller in cash (without interest thereon) (the “Offer Price”), upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal enclosed with this Offer to Purchase, which, together with any amendments or supplements hereto or thereto, collectively constitute the “Offer” described in this Offer to Purchase.

      Tendering Superior stockholders whose shares of Superior common stock are registered in their own names and who tender their shares directly to Mellon Investor Services LLC, which is acting as the Depositary for the Offer, will not be obligated to pay brokerage fees or commissions in connection with the Offer or, except as set forth in Instruction 6 to the Letter of Transmittal for the Offer, transfer taxes on the sale of the shares in the Offer. A stockholder of Superior who holds shares of Superior common stock through a broker, dealer, bank, trust company or other nominee should consult with such institution to determine whether it will charge any service fees for tendering such stockholder’s shares to the Purchaser in the Offer.

      The Purchaser will pay all fees and expenses of the Depositary and Mellon Investor Services LLC, which is acting as the information agent for the Offer (the “Information Agent”), incurred in connection with the Offer. See Section 15 — “Fees and Expenses” for more information.

      The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 17, 2004, by and among ACS, the Purchaser and Superior (the “Merger Agreement”) pursuant to which, following the purchase by the Purchaser of shares of Superior common stock in the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with and into Superior (the “Merger”), with Superior surviving the Merger as a wholly owned subsidiary of ACS. As a result of the Merger, each outstanding share of Superior common stock (other than shares owned by ACS, the Purchaser, Superior or any wholly owned subsidiary of ACS or Superior, or by any stockholder of Superior who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the Offer Price, without interest thereon. See Section 12 — “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements” for more information.

      Superior’s board of directors has, at a meeting held on December 16, 2004, by the unanimous vote of all directors of Superior, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of Superior and its stockholders; (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the Delaware General Corporation Law (“DGCL”); (iii) declared that the Merger Agreement is advisable; (iv) resolved to recommend that Superior’s stockholders accept the Offer and tender their shares of Superior common stock pursuant to the Offer and, to the extent necessary under applicable law to accomplish the Merger, adopt the Merger Agreement; (v) resolved to elect, to the extent permitted by applicable law, not to be subject to any takeover laws and regulations of any jurisdiction that may purport to be applicable to the Merger Agreement or the Tender and Voting Agreements; and (vi) irrevocably taken all necessary steps to render Section 203 of the DGCL and any other applicable state takeover laws inapplicable to the Merger, ACS, the Purchaser, the acquisition of shares of Superior common stock pursuant to the Offer and the transactions contemplated by the Tender and Voting Agreements.

      The factors considered by Superior’s board of directors in making the determinations and the recommendation described above are described in Superior’s Solicitation/ Recommendation Statement on Schedule 14D-9, which will be filed with the Securities and Exchange Commission and will be mailed to the stockholders of Superior with this Offer to Purchase.

      William Blair & Company, L.L.C., which acted as the financial advisor to Superior’s board of directors, delivered an opinion to Superior’s board of directors, dated December 16, 2004, to the effect that, as of that date, based upon

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and subject to the assumptions made, the procedures followed, other matters considered and the limitations of the review undertaken in its opinion, the Offer Price to be paid to tendering stockholders in the Offer and to be paid to holders of Superior common stock in the Merger was fair, from a financial point of view, to the holders of shares of Superior common stock. Stockholders of Superior are urged to, and should, carefully read Superior’s Solicitation/ Recommendation Statement on Schedule 14D-9 and the opinion of William Blair & Company, L.L.C. in their entirety.

      The Offer is conditioned upon, among other things, there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date (as defined in Section 1 of this Offer to Purchase) of the Offer (excluding shares tendered by notice of guaranteed delivery that have not been delivered to the Depositary by the Expiration Date) shares of Superior common stock that, together with any shares of Superior common stock then owned by ACS or any wholly owned subsidiary of ACS (including the Purchaser), represent at least a majority of the “Fully Diluted Number of Shares,” which is defined in the Merger Agreement as the sum of (i) all then-outstanding shares of Superior common stock, plus (ii) the number of shares of Superior common stock issuable upon the exercise of any outstanding option, warrant or other right to acquire capital stock of Superior, or upon the conversion of any security convertible into capital stock of Superior outstanding immediately prior to the acceptance of shares in the Offer; provided, that for purposes of clause (ii), that portion of any option, warrant or other right that is not vested or exercisable immediately prior to the acceptance of shares of Superior common stock in the Offer will not be deemed to be outstanding. The foregoing condition is referred to as the “Minimum Condition.” The Offer is also subject to other conditions described in Section 13 — “Certain Conditions to the Offer.”

      Certain of Superior’s directors and officers of Superior have entered into Tender and Voting Agreements with ACS and the Purchaser pursuant to which they have agreed, in their respective capacities as stockholders of Superior, to tender all of their shares of Superior common stock, as well as any additional shares of Superior common stock which they may acquire, to the Purchaser in the Offer. The parties to these Tender and Voting Agreements have also agreed to vote all of their shares of Superior common stock in favor of adoption of the Merger Agreement and otherwise in favor of the Merger. As of November 30, 2004, the stockholders who executed Tender and Voting Agreements held in the aggregate 5,063,442 shares of Superior common stock, which represented approximately 48% of the outstanding shares of Superior common stock as of that date. The Tender and Voting Agreements provide that they terminate upon any termination of the Merger Agreement. See Section 12 — “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements” for more information.

      Completion of the Merger is also subject to the satisfaction of certain conditions, including (i) the acceptance for payment of, and payment for, shares of Superior common stock by the Purchaser in the Offer and (ii) the adoption of the Merger Agreement by the affirmative vote of the holders of greater than 50% of the outstanding shares of Superior common stock, if required by applicable law. If the Offer is successfully completed, the Purchaser will have sufficient voting power to adopt the Merger Agreement without the vote of any other holder of Superior common stock. In addition, if the Purchaser owns 90% or more of the outstanding shares of Superior common stock, under applicable law, the Purchaser and ACS will be able to complete the Merger without adoption of the Merger Agreement by the holders of Superior common stock. In such event, under the terms of the Merger Agreement, ACS, the Purchaser and Superior have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable without a stockholders’ meeting. See Section 12 — “Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements” for more information.

      Superior has informed the Purchaser that, as of November 30, 2004, there were: (i) 10,551,530 shares of Superior common stock issued and outstanding; (ii) 3,931,441 shares of Superior common stock subject to outstanding options (of which 2,854,145 are exercisable or are expected to become exercisable (other than by reason of the Merger) on or before April 30, 2005); (iii) 860,800 shares of Superior common stock subject to outstanding warrants to purchase shares of Superior common stock from Superior (all of which are exercisable); and (iv) no shares of Superior common stock issuable upon the conversion of outstanding Superior securities (other than the options and warrants described above). Based upon the foregoing, the Minimum Condition will be satisfied if 7,133,239 shares of Superior common stock are validly tendered and not withdrawn prior to the Expiration Date of the Offer.

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      Certain material U.S. federal income tax consequences of the sale of the shares of Superior common stock purchased by the Purchaser pursuant to the Offer and the conversion of shares of Superior common stock pursuant to the Merger are described in Section 5 — “Certain Material United States Federal Income Tax Consequences.”

      If, between the date of the Merger Agreement and the date on which any particular share of Superior common stock is accepted for payment and paid for pursuant to the Offer, the outstanding shares of Superior common stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price applicable to such share will be appropriately adjusted.

      This Offer to Purchase and the Letter of Transmittal for the Offer contain important information about the Offer and should be read carefully and in their entirety before any decision is made with respect to the Offer.

THE TENDER OFFER

1. Terms of the Offer

      Upon the terms of and subject to the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the Purchaser will accept for payment and pay for all shares of Superior common stock that are validly tendered on or prior to the Expiration Date of the Offer and not theretofore withdrawn in accordance with the procedures for withdrawal described in Section 3 — “Withdrawal Rights.” The term “Expiration Date” as used in this Offer to Purchase means 12:00 midnight, New York City time, on January 24, 2005, unless and until the Purchaser extends the period of time during which the Offer is open in accordance with the terms of the Merger Agreement, in which event the term Expiration Date of the Offer as used in this Offer to Purchase will mean the latest time at which the Offer, as so extended by the Purchaser, will expire.

      The Offer is initially scheduled to expire at midnight, New York City time, which is 20 business days following the date of the commencement of the Offer. However, the Purchaser may, without the consent of Superior, from time to time, (i) extend the Offer for one or more periods of not more than five business days, not to exceed an aggregate of 15 business days if, at the scheduled Expiration Date, the Minimum Condition or any other conditions to the Offer provided for in the Merger Agreement (the “Offer Conditions”) have not been satisfied or waived until such time as such conditions are satisfied or waived to the extent permitted by the Merger Agreement; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission applicable to the Offer; or (iii) extend the Offer for one subsequent offering period (as provided in Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for three to 20 business days in order to acquire at least 90% of the outstanding shares of Superior common stock or otherwise. Under the terms of the Merger Agreement, upon the written request of Superior, the Purchaser is obligated to extend the Offer for such period of time (not to exceed 15 business days) as Superior requests if, as of the Expiration Date, the Offer Conditions have not been satisfied, but ACS reasonably believes that such conditions are reasonably capable of being satisfied in such period.

      Subject to the terms of the Merger Agreement, the Purchaser expressly reserves the right (but is not obligated under the terms of the Merger Agreement or for any other reason) to increase the Offer Price and to waive or make any other changes to the terms and conditions of the Offer. However, without Superior’s prior written consent, which may be withheld in its sole discretion: (i) the Minimum Condition may not be increased; and (ii) no change may be made to the form of consideration to be paid, that reduces the Offer Price to be paid to Superior stockholders or imposes any additional material conditions to the Offer, or that changes the number of shares of Superior common stock sought in the Offer. Furthermore, without the prior written consent of Superior, which may not be unreasonably withheld, delayed or conditioned (A) except for the extensions and/or subsequent offering periods provided for below, no change may be made that extends the expiration date of the Offer beyond the initial expiration date of the Offer; and (B) no change may be made that amends any other terms of the Offer in a manner materially adverse to Superior stockholders, when taken as a whole with all other changes and amendments. Under no circumstances will interest be paid on the Offer Price for tendered shares of Superior common stock, regardless of any extension of or amendment to the Offer or any delay in paying for any shares.

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      If by 12:00 midnight, New York City time, on January 24, 2005 (or by any other time and date then scheduled as the Expiration Date of the Offer), any or all of the Offer Conditions have not been satisfied or waived, subject to the terms of the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission, the Purchaser may (i) subject to the qualification described in the immediately preceding paragraph of this Offer to Purchase with respect to increasing the Minimum Condition, waive all of the conditions to the Offer that remain unsatisfied and accept for payment and pay for all shares of Superior common stock that have been validly tendered and not withdrawn prior to the Expiration Date of the Offer; (ii) extend the Offer and, subject to the right of holders of shares of Superior common stock previously tendered to withdraw such tendered shares at any time prior to the Expiration Date of the Offer, retain all of the shares that have been previously tendered and not withdrawn during the period or periods for which the Offer is extended; (iii) subject to the qualifications described in the immediately preceding paragraph of this Offer to Purchase, amend the Offer; or (iv) terminate the Offer in accordance with the Merger Agreement, not accept for payment or pay for any shares of Superior common stock and return all previously tendered shares to the owners of such shares.

      The rights reserved by the Purchaser described in the two preceding paragraphs are in addition to its rights pursuant to Section 13 — “Certain Conditions to the Offer.” Any extension of the Offer, waiver of conditions to the Offer, amendment to the Offer or termination will be followed as promptly as practicable by a public announcement thereof. An announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date of the Offer. Without limiting the manner in which the Purchaser may choose to make any public announcement, subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to holders of shares of Superior common stock), the Purchaser will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the PR Newswire and/or Dow Jones news services. The phrase “business day” as used in this paragraph has the meaning set forth in Rule 14d-1 under the Exchange Act.

      In the event that the Purchaser makes a material change in the terms of the Offer or the information concerning the Offer, or waives a material condition to the Offer, the Purchaser will disseminate additional tender offer materials and extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which the Offer must remain open following a material change in the terms of the Offer or information concerning the Offer, other than a change in price or a change in the percentage of securities sought, will depend upon the facts and circumstances then existing, including the relative materiality of the changed terms or information. With respect to a change in price or a change in the percentage of securities sought, a minimum period of 10 business days is generally required under the applicable rules and regulations of the Securities and Exchange Commission to allow for adequate dissemination to stockholders.

      Under Rule 14d-11 of the Exchange Act, and subject to the conditions described in the following paragraph of this Offer to Purchase, the Purchaser may elect to provide for a subsequent offering period, immediately following the Expiration Date of the Offer, of not fewer than three business days nor more than 20 business days in length. If provided, a subsequent offering period would be an additional period of time following the Expiration Date of the Offer and the acceptance for payment of, and the payment for, any shares of Superior common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date of the Offer, during which holders of shares of Superior common stock that were not previously tendered in the Offer may tender such shares to the Purchaser in exchange for the Offer Price on the same terms that applied to the Offer. A subsequent offering period is not the same as an extension of the Offer, which will have been previously completed if a subsequent offering period is provided. The Purchaser will accept for payment, and pay for, any shares of Superior common stock that are validly tendered to the Purchaser during a subsequent offering period, if provided, as promptly as practicable after any such shares are validly tendered to the Purchaser during such subsequent offering period, for the same price paid to holders of shares of Superior common stock that were validly tendered in the Offer and not withdrawn prior to the Expiration Date of the Offer, net to the holders thereof in cash. Holders of shares of Superior common stock that are validly tendered to the Purchaser during a subsequent offering period, if provided, will not have the right to withdraw such tendered shares.

      Under Rule 14d-11 of the Exchange Act, the Purchaser may provide for a subsequent offering period so long as, among other things, (i) the initial 20 business day period of the Offer has expired; (ii) the Purchaser offers the same

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form and amount of consideration for shares of Superior common stock in the subsequent offering period that was offered in the Offer; (iii) the Purchaser immediately accepts and promptly pays for all shares of Superior common stock that are validly tendered to the Purchaser and not withdrawn prior to the Expiration Date of the Offer; (iv) the Purchaser announces the results of the Offer, including the approximate number and percentage of shares of Superior common stock that were validly tendered in the Offer, no later than 9:00 a.m., New York City time, on the next business day after the Expiration Date of the Offer and immediately begins the subsequent offering period; and (v) the Purchaser immediately accepts and promptly pays for shares of Superior common stock as they are tendered during the subsequent offering period.

      The Purchaser does not currently intend to provide for a subsequent offering period following the expiration of the Offer, although it reserves the right to do so in its sole discretion.

      Superior has instructed its stock transfer agent to provide the Purchaser with a list and security position listings of Superior’s stockholders for the purpose of disseminating the Offer to holders of shares of Superior common stock. This Offer to Purchase and the Letter of Transmittal enclosed with this Offer to Purchase and other materials related to the Offer will be mailed to record holders of shares of Superior common stock, and will be furnished to brokers, dealers, banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the list of Superior’s stockholders, or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of shares of Superior common stock.

2. Procedures for Tendering Shares of Superior Common Stock in the Offer

Valid Tender

      For a stockholder to validly tender shares of Superior common stock in the Offer:

•  the certificate(s) representing the tendered shares, together with the Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees (as described below under the caption “Signature Guarantees”) and any other required documents, must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date of the Offer;

•  in the case of a tender effected pursuant to the book-entry transfer procedures described below under the caption “Book-Entry Transfer,” (i) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (as described below under the caption “Signature Guarantees”), or an Agent’s Message (as described below under the caption “Book-Entry Transfer”), and any other required documents, must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date of the Offer and (ii) the shares to be tendered must be delivered pursuant to the book-entry transfer procedures described below under the caption “Book-Entry Transfer,” and a Book-Entry Confirmation (as described below under the caption “Book-Entry Transfer”) must be received by the Depositary prior to the Expiration Date of the Offer; or

•  the tendering stockholder must comply with the guaranteed delivery procedures described below under the caption “Guaranteed Delivery” prior to the Expiration Date of the Offer.

      The valid tender of shares of Superior common stock in accordance with one of the procedures described above will constitute a binding agreement between the tendering stockholder and the Purchaser upon the terms of and subject to the conditions to the Offer.

      The method of delivery of shares of Superior common stock to be tendered in the Offer, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility described below, is at the election and risk of the tendering stockholder. Shares of Superior common stock to be tendered in the Offer will be deemed delivered only when actually received by the Depositary (including, in the case of a Book-Entry Transfer, by Book-Entry Confirmation described below). If delivery of shares is made by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

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Book-Entry Transfer

      The Depositary will establish an account with respect to the shares of Superior common stock at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant of the Book-Entry Transfer Facility’s system may effect a book-entry delivery of shares of Superior common stock in the Offer by causing the Book-Entry Transfer Facility to transfer such shares into the Depositary’s account in accordance with the Book-Entry Transfer Facility’s procedures for such transfer. The confirmation of a book-entry transfer of shares into the Depositary’s account at the Book-Entry Transfer Facility as described above is sometimes referred to in this Offer to Purchase as a “Book-Entry Confirmation.” The term “Agent’s Message” as used in this Offer to Purchase means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that (i) the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the shares of Superior common stock that such participant has received the Letter of Transmittal; (ii) the participant agrees to be bound by the terms of the Letter of Transmittal; and (iii) the Purchaser may enforce such agreement against such participant.

      Although delivery of shares of Superior common stock may be effected through book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees (as described below under the caption “Signature Guarantees”), or an Agent’s Message (as described above), and any other required documents, must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date of the Offer to effect a valid tender of shares by book-entry. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary.

Signature Guarantees

      No signature guarantee is required on the Letter of Transmittal that is being returned with shares of Superior common stock being tendered in the Offer if (i) the Letter of Transmittal is signed by the registered holder(s) of the shares of Superior common stock tendered with such Letter of Transmittal, unless such registered holder(s) has completed either the box labeled Special Payment Instructions or the box labeled Special Delivery Instructions on such Letter of Transmittal or (ii) shares of Superior common stock are tendered for the account of a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent’s Medallion Program, Nasdaq Stock Market Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or by any other eligible guarantor institution, as such term is defined in Rule 17Ad-15 under the Exchange Act (which are sometimes referred to as “Eligible Institutions” in this Offer to Purchase). For purposes of the foregoing, a registered holder of shares of Superior common stock includes any participant in the Book-Entry Transfer Facility’s system whose name appears on a security position listing as the owner of such shares. In all other cases, all signatures on the Letter of Transmittal that is being returned with shares of Superior common stock being tendered in the Offer must be guaranteed by an Eligible Institution. See the instructions to the Letter of Transmittal enclosed with this Offer to Purchase for more information. If certificates representing shares of Superior common stock being tendered in the Offer are registered in the name of a person other than the signer of the Letter of Transmittal that is being returned with such shares, or if payment is to be made or certificates representing shares of Superior common stock not being tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on such certificates, with the signatures on such certificates or stock powers guaranteed as aforesaid. See the instructions to the Letter of Transmittal enclosed with this Offer to Purchase for more information.

Guaranteed Delivery

      If a stockholder desires to tender shares of Superior common stock in the Offer and such stockholder’s certificates representing such shares are not immediately available, or the book-entry transfer procedures described above under the caption “Book-Entry Transfer” cannot be completed on a timely basis, or time will not permit all

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required documents to reach the Depositary prior to the Expiration Date of the Offer, such stockholder may tender such shares of Superior common stock if all the following conditions are met:

•  such tender is made by or through an Eligible Institution (as described above under the caption “Signature Guarantees”);

•  a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form enclosed with this Offer to Purchase, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date of the Offer; and

•  either (i) the certificates representing shares of Superior common stock being tendered in the Offer, together with the Letter of Transmittal enclosed with this Offer to Purchase (or facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described above under the caption “Signature Guarantees”), and any other required documents, are received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery or (ii) in the case of a book-entry transfer effected pursuant to the book-entry transfer procedures described above under the caption “Book-Entry Transfer,” (A) either the Letter of Transmittal enclosed with this Offer to Purchase (or facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described above under the caption “Signature Guarantees”), or an Agent’s Message (as described above under the caption “Book-Entry Transfer”), and any other required documents, is received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase and (B) such shares are delivered pursuant to the book-entry transfer procedures described above under the caption “Book-Entry Transfer” and a Book-Entry Confirmation (as described above under the caption “Book-Entry Transfer”) is received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which the Nasdaq National Market is open for business.

      The Notice of Guaranteed Delivery described above may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary, and must include a guarantee by an Eligible Institution (as described above under the caption “Signature Guarantees”) in the form set forth in such Notice of Guaranteed Delivery. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

      The method of delivery of share certificates, the Letter of Transmittal and all other required documents is at the option and risk of the tendering stockholder, and delivery will be made only when actually received by the Depositary.

Other Requirements

      Notwithstanding any provision hereof, in all cases payment for shares of Superior common stock that are accepted for payment in the Offer will be made only after timely receipt by the Depositary of the following:

•  certificates for such shares, or a timely Book-Entry Confirmation (as described above under the caption “Book-Entry Transfer”) with respect to such shares;

•  the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, with any required signature guarantees (as described above under the caption “Signature Guarantees”), or in the case of a Book-Entry Transfer, an Agent’s Message in lieu of the Letter of Transmittal, as described above under the caption “Book-Entry Transfer”); and

•  any other documents required by the Letter of Transmittal.

      Accordingly, tendering stockholders may be paid at different times depending upon when certificates for shares of Superior common stock being tendered in the Offer or Book-Entry Confirmations with respect to shares of Superior common stock being tendered in the Offer are actually received by the Depositary.

      Under no circumstances will interest be paid by the Purchaser on the Offer Price payable in respect of shares of Superior common stock being tendered in the Offer, regardless of any extension of the Offer or any delay in making such payment.

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Appointment

      By executing and returning the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), or in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of the Letter of Transmittal as described above under the caption “Book-Entry Transfer,” a stockholder tendering shares of Superior common stock in the Offer will be irrevocably appointing designees of the Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner described in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the shares of Superior common stock being tendered by such stockholder and accepted for payment by the Purchaser and with respect to any and all other shares of Superior common stock or other securities or rights issued or issuable in respect of such shares on or after the date of this Offer to Purchase. All such proxies will be considered coupled with an interest in the shares of Superior common stock being tendered. Such appointment will be effective when, and only to the extent that, the Purchaser accepts for payment the shares of Superior common stock being tendered by such stockholder as provided in this Offer to Purchase. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such shares of Superior common stock or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be effective). The designees of the Purchaser will thereby be empowered to exercise all voting and other rights with respect to such shares of Superior common stock and other securities or rights in respect of any annual, special or adjourned meeting of Superior’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. The Purchaser reserves the right to require that, in order for shares of Superior common stock to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such shares and other securities or rights, including voting at any meeting of stockholders.

Determination of Validity

      All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of shares of Superior common stock in the Offer will be determined by the Purchaser in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of shares of Superior common stock determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any shares of Superior common stock of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Superior common stock in the Offer will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, ACS, Superior, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offer) will be final and binding.

Backup Withholding

      In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a U.S. stockholder whose shares of Superior common stock are accepted for payment in the Offer must provide the Depositary with such stockholder’s correct taxpayer identification number on a Substitute Form W-9 and certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder’s correct taxpayer identification number or fails to provide the certifications described above, the United States Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. The current rate of backup withholding is 28%. All U.S. stockholders tendering shares of Superior common stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certifications necessary to avoid backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding, provided such

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stockholders complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase. Non-U.S. stockholders should complete, sign and return to the Depositary the main signature form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding or other applicable form, copies of which may be obtained by contacting the Depositary, to provide the information and certification necessary to avoid backup withholding. See the instructions to the Letter of Transmittal enclosed with this Offer to Purchase.

3. Withdrawal Rights

      Except as otherwise provided in this Section 3, tenders of shares of Superior common stock in the Offer are irrevocable. Shares of Superior common stock that are tendered in the Offer may be withdrawn pursuant to the procedures described below at any time prior to the Expiration Date of the Offer and shares that are tendered may also be withdrawn at any time after February 21, 2005 unless accepted for payment on or before that date as provided in this Offer to Purchase. In the event that the Purchaser provides for a subsequent offering period following the successful completion of the Offer, (i) no withdrawal rights will apply to shares tendered during such subsequent offering period and (ii) no withdrawal rights will apply to shares that were previously tendered in the Offer and accepted for payment.

      For a withdrawal of shares of Superior common stock previously tendered in the Offer to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase, specifying the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such shares have been tendered by an Eligible Institution, any and all signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If shares have been tendered pursuant to the book-entry transfer procedures described in Section 2 of this Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares and otherwise comply with the Book-Entry Transfer Facility’s procedures.

      All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, ACS, Superior, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

      Withdrawals of shares of Superior common stock may not be rescinded. Any shares withdrawn will thereafter be deemed not have been validly tendered for purposes of the Offer. However, withdrawn shares may be re-tendered at any time prior to the Expiration Date of the Offer by following one of the procedures described in Section 2 hereof.

4. Acceptance for Payment and Payment for Shares of Superior Common Stock

      On the terms of and subject to the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), promptly after the Expiration Date of the Offer, the Purchaser will accept for payment, and will pay for, all shares of Superior common stock validly tendered to the Purchaser in the Offer and not withdrawn prior to the Expiration Date of the Offer. Subject to the terms of the Merger Agreement, the Purchaser expressly reserves the right, in its sole discretion, to delay acceptance for payment of or the payment for shares of Superior common stock that are tendered in the Offer in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder’s obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer).

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      In all cases, payment for shares of Superior common stock that are accepted for payment in the Offer will be made only after timely receipt by the Depositary of:

•  the certificates representing such shares, together with the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described in Section 2 — “Procedures for Tendering Shares of Superior Common Stock in the Offer” under the caption “Signature Guarantees”); or

•  in the case of a transfer effected pursuant to the book-entry transfer procedures as described in Section 2 — “Procedures for Tendering Shares of Superior Common Stock in the Offer” under the caption “Book-Entry Transfer” a Book-Entry Confirmation and either the Letter of Transmittal enclosed with this Offer to Purchase (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees (as described in Section 2 of this Offer to Purchase under the caption “Signature Guarantees”) or an Agent’s Message, and any other required documents.

      Accordingly, stockholders tendering shares of Superior common stock in the Offer may be paid at different times depending upon when certificates for shares or Book-Entry Confirmations with respect to shares are actually received by the Depositary.

      The per share consideration paid to any stockholder in the Offer will be the highest per share consideration paid to any other stockholder in the Offer.

      For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, shares of Superior common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date of the Offer as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of such shares. On the terms of and subject to the conditions to the Offer, payment for shares of Superior common stock that are accepted for payment in the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as an agent for stockholders tendering shares in the Offer for the purpose of receiving payment from the Purchaser and transmitting payment to such stockholders whose shares of Superior common stock have been accepted for payment in the Offer.

      Under no circumstances will interest be paid on the Offer Price for shares of Superior common stock that are tendered in the Offer, regardless of any extension of, or amendment to, the Offer or any delay in paying for such shares.

      If the Purchaser is delayed in its acceptance for payment of, or payment for, shares of Superior common stock that are tendered in the Offer, or is unable to accept for payment, or pay for, shares that are tendered in the Offer for any reason, then, without prejudice to the Purchaser’s rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act (relating to a bidder’s obligation to pay for or return tendered securities promptly after the termination or withdrawal of such bidder’s offer) and the terms of the Merger Agreement), the Depositary may, nevertheless, on behalf of the Purchaser, retain shares of Superior common stock that are tendered in the Offer, and such shares may not be withdrawn except to the extent that stockholders tendering such shares are entitled to do so as described in Section 3 — “Withdrawal Rights.”

      If any shares of Superior common stock that are tendered in the Offer are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, the certificates for such shares will be returned (and, if certificates are submitted for more shares than are tendered, new certificates for the shares not tendered will be sent) in each case without expense to the stockholder tendering such shares (or, in the case of shares delivered by book-entry transfer of such shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures, such shares will be credited to an account maintained at the Book-Entry Transfer Facility), as promptly as practicable after the expiration or termination of the Offer.

5. Certain Material United States Federal Income Tax Consequences

      The following is a summary of certain United States federal income tax consequences relevant to stockholders who receive cash in the Offer or the Merger. No advance tax ruling has been sought or obtained from the Internal Revenue Service regarding the United States federal income tax consequences of any of the transactions described

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herein. This discussion is limited to stockholders who hold shares of Superior common stock as capital assets, within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “IRC”).

      This description is based on currently existing provisions of the IRC, existing and temporary Treasury regulations issued thereunder, judicial decisions and administrative rulings, all of which are subject to change, possibly with retroactive effect or different interpretations. The foregoing description may not be applicable with respect to shares of Superior common stock that are received pursuant to the exercise of employee stock options or otherwise as compensation or with respect to holders of shares of Superior common stock who are subject to special tax treatment under the IRC — such as insurance companies, dealers or brokers in securities or currencies, tax-exempt organizations, financial institutions, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons liable for alternative minimum tax, or certain U.S. expatriates — and may not apply to a holder of shares of Superior common stock in light of individual circumstances, such as holding shares of Superior common stock as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction.

      If a partnership holds shares of Superior common stock, the tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner of a partnership holding shares of Superior common stock should consult its tax advisors.

      YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES RELEVANT TO STOCKHOLDERS WHO RECEIVE CASH IN THE OFFER OR THE MERGER, INCLUDING THE APPLICABILITY OF ANY FEDERAL TAX LAWS OR ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND ANY CHANGES (OR PROPOSED CHANGES) IN APPLICABLE TAX LAWS OR INTERPRETATIONS THEREOF.

      As used herein, the term “U.S. stockholder” means a beneficial owner of shares of Superior common stock that is, for United States federal income tax purposes, (a) an individual who is a citizen or resident of the United States (including certain former citizens and former long-term residents), (b) a corporation (or other entity electing to be taxed as an association) created or organized in or under the laws of the United States or any political subdivision thereof, (c) an estate, the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust if (1) a United States court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. A “Non-U.S. stockholder” is a beneficial owner of Superior common shares that is not a U.S. stockholder.

      The receipt of cash in the Offer or the Merger will be a taxable transaction for United States federal income tax purposes under the IRC, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder whose shares of Superior common stock are accepted for payment in the Offer will recognize gain or loss equal to the difference between the amount of cash received by the U.S. stockholder in the Offer or the Merger and the stockholder’s aggregate adjusted tax basis in the shares tendered by the U.S. stockholder and accepted for payment in the Offer or converted into cash in the Merger, as the case may be.

      If shares of Superior common stock that are tendered in the Offer are held by a tendering U.S. stockholder as capital assets, gain or loss recognized by such stockholder will be capital gain or loss, which will be long-term capital gain or loss if such stockholder’s holding period for such shares exceeds one year. In the case of a tendering non-corporate U.S. stockholder, long-term capital gains may be subject to tax at a lower United States federal income tax rate. In addition, there are limits on the deductibility of capital losses.

      In general, gain recognized by a Non-U.S. stockholder on shares of Superior common stock that are tendered in the Offer will not be subject to United States federal income tax unless such gain is effectively connected with a trade or business in the United States of such Non-U.S. stockholder (and, if an income tax treaty applies, such gain is attributable to a U.S. “permanent establishment” maintained by the Non-U.S. stockholder). However, a Non-U.S. stockholder may be subject to United States federal income tax at a flat rate of 30% (unless a lower applicable treaty rate applies) on any such gain if the Non-U.S. stockholder is an individual deemed to be present in

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the United States for 183 days or more during the taxable year including the receipt of cash pursuant to the Offer or the Merger, if certain other requirements are met.

      If a Non-U.S. stockholder is engaged in a trade or business in the United States and if gain on shares of Superior common stock that are tendered in the Offer is effectively connected with the conduct of such trade or business (and, if an income tax treaty applies, such gain is attributable to a “permanent establishment” maintained by the Non-U.S. stockholder), the Non-U.S. stockholder will be subject to tax on such gain in the same manner as if the stockholder were a U.S. stockholder. In addition, if such stockholder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or applicable lower treaty rate) of its effectively connected earnings and profits for the taxable year, subject to adjustments.

      A stockholder that tenders shares of Superior common stock in the Offer may be subject to 28% backup withholding unless such stockholder provides such stockholder’s taxpayer identification number and certifies under penalty of perjury that such taxpayer identification number is correct (or properly certifies that it is awaiting a taxpayer identification number) and, in the case of an exempt stockholder, certifies as to no loss of exemption from backup withholding and otherwise complies with the applicable requirements of the backup withholding rules. A stockholder whose shares of Superior common stock are accepted for payment in the Offer that does not furnish a required taxpayer identification number or which does not otherwise establish a basis for an exemption from backup withholding may be subject to a penalty imposed by the United States Internal Revenue Service. See Section 2 — “Procedures for Tendering Shares of Superior Common Stock in the Offer” under the caption “Backup Withholding.” Each U.S. stockholder that is tendering shares of Superior common stock in the Offer should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding. Non-U.S. stockholders should complete, sign and return to the Depositary a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, or other applicable form, copies of which may be obtained by contacting the Depositary, in order to avoid backup withholding.

      If backup withholding applies to a stockholder that is tendering shares of Superior common stock in the Offer, the Depositary is required to withhold 28% under current law of any amounts that would otherwise be paid to such stockholder in connection with the Offer. Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the United States federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the United States Internal Revenue Service.

      STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE OFFER AND THE MERGER.

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6. Price Range of Shares of Superior Common Stock; Dividends on Shares of Superior Common Stock

      Shares of Superior common stock are listed on the Nasdaq National Market under the symbol “SUPC,” and have been listed on the Nasdaq National Market at all times since October 10, 1996. The following table sets forth, for each of the periods indicated, the high and low closing sales prices per share of Superior common stock on the Nasdaq National Market.

		High		Low
Fiscal Year Ending December 31, 2004
	Fourth Quarter (through December 22), 2004	$	8.45	$	6.24
	Third Quarter	$	6.55	$	5.80
	Second Quarter	$	6.36	$	5.57
	First Quarter	$	6.05	$	4.09
Fiscal Year Ended December 31, 2003
	Fourth Quarter	$	5.65	$	4.00
	Third Quarter	$	5.50	$	2.85
	Second Quarter	$	3.52	$	1.98
	First Quarter	$	3.26	$	2.41
Fiscal Year Ended December 31, 2002
	Fourth Quarter	$	3.29	$	1.77
	Third Quarter	$	5.70	$	2.80
	Second Quarter	$	7.00	$	5.00
	First Quarter	$	8.86	$	5.41

      On December 17, 2004, the last trading day before ACS and Superior announced that they had entered into the Merger Agreement, the last sale price of shares of Superior common stock reported on the Nasdaq National Market was $6.45 per share; therefore, the Offer Price of $8.50 per share represents a premium of approximately 32% over such price. On December 22, 2004, the last full trading day prior to the commencement of the Offer, the last sale price of shares of Superior common stock reported on the Nasdaq National Market was $8.45 per share. Stockholders are urged to obtain current market quotations for shares of Superior common stock before making a decision with respect to the Offer.

      Superior has not declared or paid any cash dividends since its initial public offering. In addition, under the terms of the Merger Agreement, Superior is not permitted to declare or pay dividends in respect of shares of its common stock.

7. Effect of the Offer on the Market for Superior Common Stock; Nasdaq Listing of Superior Common Stock; Exchange Act Registration of Superior Common Stock; Margin Regulations

Effect of the Offer on the Market for Superior Common Stock

      The purchase of shares of Superior common stock in the Offer will reduce the number of holders of shares of Superior common stock and the number of shares of Superior common stock that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining shares of Superior common stock held by the public.

Nasdaq Listing of Superior Common Stock

      ACS intends to cause all shares of Superior common stock to be delisted from the Nasdaq National Market promptly upon completion of the Merger.

      Even if the Merger is not completed, if shares of Superior common stock are accepted for payment in the Offer, Superior may no longer meet the requirements for continued listing on the Nasdaq National Market, depending upon the number of shares accepted for payment in the Offer. According to Nasdaq’s published guidelines, Nasdaq would

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consider disqualifying shares of Superior common stock for listing on the Nasdaq National Market if, among other possible grounds:

•  the number of publicly held shares of Superior common stock falls below 750,000 (not taking into consideration shares of Superior common stock that are held by directors or officers of Superior, or by any beneficial owner of more than 10% of the shares of Superior common stock);

•  the total number of beneficial holders of round lots of shares of Superior common stock falls below 400;

•  the market value of publicly held shares of Superior common stock over a 30-consecutive business day period is less than $5,000,000; or

•  fewer than two market makers remain.

      According to Superior, as of November 30, 2004, there were 10,551,530 shares of its common stock outstanding. If, as a result of the purchase of shares of Superior common stock in the Offer or otherwise, the shares of Superior common stock no longer meet the requirements of Nasdaq for continued listing and such shares are either no longer eligible for the Nasdaq National Market or are delisted from Nasdaq altogether, the market for Superior common stock will be adversely affected.

      If Nasdaq were to delist shares of Superior common stock, the market for shares of Superior common stock would be adversely affected. It is possible that such shares would continue to trade on other securities exchanges or in the over-the-counter market and that price quotations would be reported by such exchanges. Under such circumstances, however, the extent of the public market for Superior common stock and the availability of such quotations would depend upon the number of holders of such shares remaining at such time, the level of interest in maintaining a market in such shares on the part of securities firms, the possible termination of registration of such shares under the Exchange Act and other factors.

Exchange Act Registration of Superior Common Stock

      Superior common stock is currently registered under the Exchange Act. Such registration may be terminated upon application of Superior to the Securities and Exchange Commission if shares of Superior common stock are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of shares of Superior common stock under the Exchange Act would reduce the information required to be furnished by Superior to its stockholders and to the Securities and Exchange Commission and would make certain provisions of the Exchange Act no longer applicable to Superior, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy or information statement pursuant to sections 14(a) and 14(c) of the Exchange Act in connection with meetings of Superior’s stockholders and the related requirement of furnishing an annual report to Superior’s stockholders, and the requirements of Rule 13e-3 under the Exchange Act with respect to going private transactions. Furthermore, the ability of affiliates of Superior and persons holding restricted securities of Superior to dispose of such securities pursuant to Rule 144 or 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), may be impaired or eliminated if Superior common stock is no longer registered under the Exchange Act. The Purchaser intends to seek to cause Superior to apply for termination of registration of Superior common stock under the Exchange Act as soon after the successful completion of the Offer as the requirements for such termination are met.

Margin Regulations

      Shares of Superior common stock are currently margin securities under the regulations of the Board of Governors of the Federal Reserve System (which is sometimes referred to as the “Federal Reserve Board” in this Offer to Purchase), which has the effect, among other things, of allowing brokers to extend credit on the collateral of shares of Superior common stock. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, shares of Superior common stock would no longer constitute margin securities for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers.

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8. Certain Information Concerning Superior

General

      Superior is a Delaware corporation with its principal offices located at 5225 Auto Club Drive, Dearborn, Michigan 48126. Superior’s telephone number is (248) 386-8300. Superior was incorporated in Delaware on August 14, 1996. Superior is a leading national provider of Digital Business Transformation^TM services to the healthcare industry that enable its clients to thrive in the information-driven economy and help them plan and execute better business strategies to meet their fiscal challenges while advancing clinical quality. Superior provides business process and information technology (“IT”) outsourcing, management and consulting services and assistance to healthcare organizations, including health plans and technology providers, with special emphasis on hospital systems and integrated delivery networks.

Available Information

      Superior is subject to the informational requirements of the Exchange Act and, in accordance therewith, is required to file reports and other information with the Securities and Exchange Commission relating to its business, financial condition and other matters. Certain information as of particular dates concerning Superior’s directors and executive officers, their remuneration, stock options and other matters, the principal holders of Superior’s securities and any material interest of such persons in transactions with Superior is required to be disclosed in Superior’s proxy statements distributed to Superior’s stockholders and filed with the Securities and Exchange Commission. Such reports, proxy statements and other information is available for inspection at the public reference facilities of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such information may be obtained by mail, upon payment of the Securities and Exchange Commission’s customary charges, by writing to the Securities and Exchange Commission’s principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Securities and Exchange Commission also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that are filed electronically with the Securities and Exchange Commission.

      Except as otherwise stated in this Offer to Purchase, the information concerning Superior contained in this Offer to Purchase has been taken from or based upon publicly available documents on file with the Securities and Exchange Commission and other publicly available information. Although the Purchaser and ACS do not have any knowledge that any such information is untrue, neither the Purchaser nor ACS takes any responsibility for the accuracy or completeness of such information or for any failure by Superior to disclose events that may have occurred and may affect the significance or accuracy of any such information.

9. Certain Information Concerning the Purchaser and ACS

      The Purchaser is a Delaware corporation and a wholly owned subsidiary of ACS. The Purchaser was organized by ACS to acquire Superior and has not conducted any unrelated activities since its organization. All outstanding shares of capital stock of the Purchaser are owned by ACS. The principal office of the Purchaser is located at the same address as ACS’ principal office listed below, and its telephone number at that address is the same telephone number as ACS’ telephone number listed below.

      ACS is a Delaware corporation with its principal office located at 2828 North Haskell, Dallas, Texas 75204. ACS’ telephone number at that address is (214) 841-6111. ACS, a FORTUNE 500 company with more than 43,000 people supporting client operations in nearly 100 countries, provides business process and information technology outsourcing solutions to world-class commercial and government clients.

      The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of the Purchaser and ACS are listed in Schedule I to this Offer to Purchase.

      During the last five years, neither the Purchaser, ACS nor any of the persons listed in Schedule I to this Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction

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or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

      Except as described in this Offer to Purchase, neither the Purchaser, ACS nor any of the persons listed in Schedule I to this Offer to Purchase, or any associate or majority-owned subsidiary of ACS, the Purchaser or any of the persons listed in Schedule I to this Offer to Purchase, beneficially owns any equity security of Superior, and neither the Purchaser, ACS nor any of the other persons or entities referred to above, or any of the respective directors, executive officers or subsidiaries of any of the foregoing, has effected any transaction in any equity security of Superior during the past 60 days.

      Except as described in this Offer to Purchase or the Tender Offer Statement on Schedule TO filed by ACS with the Securities and Exchange Commission to which this Offer to Purchase is filed as an exhibit, (i) there have not been any contacts, transactions or negotiations between the Purchaser or ACS, any of their respective subsidiaries or, to the knowledge of the Purchaser and ACS, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Superior or any of its directors, officers or affiliates, on the other hand, that are required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission and (ii) none of the Purchaser, ACS or, to the knowledge of the Purchaser and ACS, any of the persons listed on Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or relationship with any person with respect to any securities of Superior.

10. Source and Amount of Funds

      The Offer is not conditioned on any financing contingencies.

      The total amount of funds required by the Purchaser to pay for all outstanding shares of Superior common stock that are tendered in the Offer and converted into the right to receive cash in the Merger, and to pay all fees and expenses related to the Offer and the Merger, is estimated to be approximately $125 million. The Purchaser plans to obtain all funds needed for the Offer and the Merger through capital contributions or loans that will be made by ACS, either directly or through one or more wholly owned subsidiaries of ACS, to the Purchaser. ACS expects to use cash available under its existing $1.5 billion revolving credit facility to make this contribution.

      The Purchaser believes that the financial condition of ACS and its affiliates is not material to a decision by a holder of shares of Superior common stock whether to tender such shares in the Offer because (i) cash is the only consideration that will be paid to the holders of Superior common stock in connection with the Offer and the Merger; (ii) the Purchaser is offering to purchase all of the outstanding shares of Superior common stock in the Offer; (iii) the Offer is not subject to any financing contingencies; and (iv) ACS has sufficient availability under its existing $1.5 billion revolving credit facility to provide the Purchaser with the amount of cash consideration payable to holders of Superior common stock in the Offer and the Merger.

      ACS currently has an existing $1.5 billion revolving credit facility (the “Revolving Facility”), provided by Chase Bank, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, and various other lenders, from which it intends to borrow the funds needed to contribute to the Purchaser to finance the acquisition of Superior. On December 21, 2004, ACS had approximately $1.1 billion available under the Revolving Facility. Funds borrowed would be at a stated interest rate of 2.68% and an effective interest rate of 2.72%. The lending commitments under the Revolving Facility are scheduled to terminate on October 27, 2009. The foregoing description of the Revolving Facility does not purport to be complete, and references to, and descriptions of, the Revolving Facility are qualified in their entirety by reference to the Revolving Facility, which is incorporated herein by reference, and a copy of which has been filed with the Securities and Exchange Commission as an exhibit to the Schedule TO.

11.     Background of the Offer; Past Contacts, Negotiations and Transactions

      The following information was prepared by ACS, the Purchaser and Superior. The information contained herein concerning Superior was provided by Superior, and neither ACS nor the Purchaser takes any responsibility for the accuracy or completeness of any information regarding meetings or discussions in which ACS or the Purchaser or their respective representatives did not participate.

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      In an effort to maximize stockholder value, Superior’s management and the board of directors of Superior have regularly considered a variety of business strategies, including the continued pursuit of growth, strategic alliances, acquisitions, and also a possible sale of Superior.

      At a meeting of the Superior board in February 2004, at the request of the Superior board, William Blair made a presentation regarding Superior’s financial performance and market conditions, Superior’s place in the market as a public company and strategic alternatives. The Superior board convened a discussion, facilitated by William Blair and its presentation, during which the Superior board acknowledged a need to identify ways to maintain Superior’s business momentum and enhance stockholder value in light of the challenges facing Superior as a micro-cap public company. The Superior board formed a working committee to evaluate Superior’s strategic options (the “Strategic Committee”) and engage William Blair as financial advisor to assist the Strategic Committee and the Superior board in this review. During February 2004, the Strategic Committee worked with William Blair and the management of Superior to evaluate Superior’s strategic options. The strategic options considered included remaining an independent public company, raising additional debt or equity capital, undertaking a corporate restructuring and being acquired. The Superior board discussed that Superior would need access to meaningful additional capital to support the continued growth of its outsourcing business. The Superior board also recognized that Superior would have access to only a limited amount of debt capital and that raising additional equity capital would be both expensive and dilutive to existing stockholders. In light of these factors, the Board determined that it would be in the best interests of Superior to more actively explore the possibilities of completing a business combination. In order to further its evaluation of strategic options, the Strategic Committee directed Superior’s senior officers and William Blair to commence a formal process to identify parties that might be interested in a transaction with Superior and to solicit proposals from these parties.

      The Strategic Committee discussed with representatives of William Blair and Superior’s outside corporate counsel, Sachnoff & Weaver, Ltd. (“S&W”), Superior’s performance and strategic options, and worked with William Blair to identify potential buyers to be contacted. The Strategic Committee worked with its advisors to identify the companies in the consulting, information technology and outsourcing industries in an effort to contact companies that might be interested in a transaction with Superior. After review and discussion, the Strategic Committee instructed William Blair to contact potential financial buyers and potential strategic buyers, including ACS, with the prior approval of a member of the Strategic Committee.

      In the course of its engagement as Superior’s financial advisor, William Blair contacted 39 potential interested parties. Superior and S&W negotiated and executed confidentiality agreements with 20 parties (including ACS) that expressed an interest in a possible transaction involving Superior. At the direction of the Strategic Committee, William Blair provided information packages regarding Superior to each such party. During this period, at the direction of the Strategic Committee, Superior’s management prepared (with the assistance of William Blair) a management presentation that included a review of Superior’s business, operations, strategy and prospects, and created a restricted access data room for due diligence. Three of the parties (including ACS) that executed confidentiality agreements with Superior and received information packages submitted preliminary indications of interest. As detailed in the following timeline of the Offer, these three parties met with Superior for management presentations and due diligence sessions.

      On August 17, 2004, William Blair received a preliminary indication of interest from John Rexford, ACS’ Executive Vice President, to acquire all of Superior’s outstanding common stock. This preliminary proposal contained an all cash offer at $7.00 per share.

      On August 18, William Blair received a preliminary indication of interest from a publicly traded outsourcing company (Party B). This preliminary proposal contained a valuation range that at the higher end exceeded ACS’ initial proposal, but indicated that a substantial, unspecified portion would be in stock.

      One information technology and outsourcing company (Party C) indicated to William Blair a strong desire to attend a management presentation by Superior and participate in the process, but did not present a formal indication of interest due to the need to obtain further internal approvals.

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      On September 9, Richard Helppie, Charles Bracken, George Huntzinger, Richard Sorensen and Sue Synor of Superior made the management presentation to ACS. A subgroup of these persons also made a second management presentation to ACS on September 30.

      On October 1, Richard Helppie, Charles Bracken, George Huntzinger, Richard Sorensen and Sue Synor of Superior made a management presentation to Party C.

      On October 4, Richard Helppie, Charles Bracken, George Huntzinger, Richard Sorensen and Sue Synor of Superior made a management presentation to Party B.

      On October 7 and 8, representatives of ACS conducted due diligence in the data room and met with Richard Sorensen and Sue Synor of Superior.

      On October 11, Party C asked for more information and indicated its management committee would not meet until October 19.

      Between October 12 and October 22, ACS and Superior engaged in discussions concerning price and other material terms of the ACS proposal. On October 12, 2004, ACS submitted a revised proposal at $8.25 per share. Richard Helppie, Charles Bracken, George Huntzinger, Richard Sorensen and Sue Synor of Superior, representatives of William Blair and John Rexford participated in these discussions at various times.

      Also on October 12, Party B withdrew its indication of interest, indicating that Superior was not perceived as a good fit for strategic reasons.

      On October 13, the Strategic Committee discussed with William Blair the status of discussions with interested parties.

      On October 14, at the direction of the Strategic Committee, William Blair discussed with ACS the ACS proposal.

      On October 15, ACS engaged in additional negotiations with Superior and William Blair and requested exclusivity. During these discussions, ACS verbally increased their proposal to $8.50 per share. On that same date, Superior had conference call with Party C to discuss Party C’s additional information requests.

      On October 18, Superior received an unsolicited inquiry from a publicly traded healthcare information systems vendor (Party D).

      On October 19, Party C indicated that it would require additional time to arrange for internal approvals concerning submitting a preliminary indication of interest. That same day, the Strategic Committee met to discuss the status of negotiations.

      On October 20, Richard Helppie of Superior contacted ACS to discuss ACS’ proposal. The following day at the direction of the Strategic Committee, William Blair had further discussions with ACS concerning the ACS proposal.

      On October 22, ACS and William Blair discussed certain terms of ACS’ proposal, wherein ACS reiterated its request for exclusivity, and indicated that it might not pursue the transaction without an exclusivity agreement. At this meeting, of Superior ACS confirmed that its proposal would be to acquire all of the outstanding common stock of Superior for $8.50 per share in cash.

      On October 26, the Superior board held a meeting at which William Blair reviewed the results of its strategic and market evaluation. The Superior board also reviewed the status and nature of negotiations with all interested parties and discussed ACS’ request for exclusivity. In considering the ACS request for exclusivity, the Superior board determined that ACS’ proposal was the most attractive it had received and that discussions with ACS had proceeded to a more advanced state than those of the other interested parties. The Superior board then authorized senior management to agree to a period of exclusivity, through no longer than December 10, 2004, and to negotiate with ACS during this period in an effort to reach a definitive agreement upon the terms of ACS’ proposal as outlined for the board by senior management and William Blair.

      On November 1, Superior and ACS executed the exclusivity letter.

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      On November 4, Party C contacted William Blair to indicate that they had completed their management committee deliberations and were interested in pursuing discussions for a transaction at $7.50 per share. Blair thanked Party C for their interest and indicated that neither Blair nor Superior were in a position to talk with Party C at that time.

      On November 5, S&W submitted a draft merger agreement to ACS and Fulbright & Jaworski L.L.P., ACS’ outside legal counsel.

      On or about November 10, Party D contacted Richard Helppie of Superior to indicate an interest in opening discussions. Mr. Helppie thanked Party D for their interest and indicated that Superior was not in a position to talk with Party D at that time.

      On or about November 19, an outsourcing company, which was one of the twenty parties that had executed a confidentiality agreement but who had told William Blair that they would not participate in a formal auction or bidding process (Party E), contacted William Blair to indicate that if the process was not proceeding well that they remained interested in discussing a transaction with Superior. William Blair thanked Party E for their interest and indicated that neither Blair nor Superior were in a position to talk with Party E at that time.

      On November 22, Fulbright & Jaworski submitted comments on the merger agreement to S&W. Thereafter, through the middle of December, the parties continued their on going discussions and due diligence examinations. During this time, representatives of ACS and its legal and accounting advisors conducted extensive due diligence on Superior’s business, including conducting meetings with Superior’s management and reviewing financial and legal documents provided by Superior. During this time, legal and financial representatives of ACS and Superior and their respective advisors discussed and negotiated on many occasions the proposed merger and related agreements. These negotiations covered all aspects of the transaction, including, among other things: the representations and warranties made by the parties; the restrictions on the conduct of the Superior’s business following execution and delivery of the Merger Agreement; the conditions to completion of the Offer and the Merger; the provisions regarding termination; the amount, triggers and payment of the termination fee and the consequences of termination; and the delivery and terms of the Tender and Voting Agreements.

      On December 8, members of Superior’s management updated the Superior board on the status of negotiations and a summary of outstanding issues, and provided the board with a substantially negotiated draft of the merger agreement that reflected the discussions to date.

      On December 10, the exclusivity letter expired without renewal, however, ACS and Superior continued negotiations towards the completion of a definitive Merger Agreement.

      On December 15, S&W distributed to the Superior board a substantially finalized draft of the merger agreement and related documents.

      At a meeting of the Superior board called on December 16, the Strategic Committee reported on the ACS negotiations and submitted its formal recommendation that the Superior board approve the transaction with ACS. At this meeting, S&W advised the Superior board of its fiduciary responsibilities in this context and answered questions. Next, William Blair made a presentation with respect to the financial aspects of the ACS proposal. William Blair then rendered its oral opinion to the Superior board (subsequently confirmed by delivery of a written opinion dated December 16, 2004) that, as of such date and based upon and subject to the factors and assumptions set forth therein, the consideration to be received by the holders of Superior’s common stock pursuant to the Offer and the Merger was fair from a financial point of view to such holders. William Blair’s opinion was provided to the Superior board for its information and addresses only the fairness of the consideration to be received by the holders of Superior’s common stock from a financial point of view, and does not address any other aspect of the Offer or Merger or constitute a recommendation to any stockholder as to whether such stockholder should tender its shares in the Offer. William Blair’s opinion did not address the merits of the underlying decision by Superior to enter into the Merger Agreement. Following Williams Blair’s presentation at the meeting, S&W summarized the salient terms and provisions of the Merger Agreement and answered questions. Following discussion, the Superior board unanimously approved the Merger Agreement.

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      The following day, ACS’ board unanimously approved the Merger Agreement. Both Superior and ACS executed the Merger Agreement on December 17.

12. Purpose of the Offer and the Merger; Plans for Superior; The Merger Agreement; The Tender and Voting Agreements; Other Agreements

Purpose of the Offer and the Merger

      The purpose of the Offer and Merger is to enable ACS to acquire the entire equity interest in, and thus control of, Superior. The Offer, as the first step in the acquisition of Superior, is intended to facilitate the acquisition of all of the outstanding shares of Superior common stock or, if fewer than all of the outstanding shares of Superior common stock are tendered in the Offer and not withdrawn prior to the Expiration Date of the Offer, such lesser number of shares of Superior common stock, subject to the conditions to the Offer described in Section 13 — “Certain Conditions to the Offer.” The purpose of the Merger is for ACS to acquire any and all outstanding shares of Superior common stock that are not tendered in the Offer and accepted for payment by the Purchaser in the Offer.

Plans for Superior

      If the Minimum Condition and the other conditions to the Offer described in Section 13 — “Certain Conditions to the Offer” have been satisfied and the Purchaser purchases the shares of Superior common stock that are tendered in the Offer, ACS intends and will have the right to designate representatives to Superior’s board of directors who will constitute at least a majority of the board of directors and therefore control Superior. Following successful completion of the Offer and the Merger, ACS intends to integrate Superior’s operations with those of ACS under the direction of ACS’ senior management. ACS’ principal reason for acquiring Superior is to gain provider healthcare subject matter expertise, experience with all major hospital information systems and new healthcare management talent. ACS intends to continue to review Superior and its assets, corporate structure, capitalization, operations, properties, policies, management and personnel and, subject to the terms of the Merger Agreement, to consider whether any changes would be desirable in light of the circumstances then existing, and reserves the right to take such actions or effect such changes as it deems desirable.

The Merger Agreement

      The following is a summary of the Merger Agreement. The following summary does not purport to be a complete description of the terms and conditions of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and ACS in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies may be obtained, by following the procedures described in Section 8 — “Certain Information Concerning Superior.”

The Offer

      The Merger Agreement provides for the commencement of the Offer by the Purchaser as promptly as practicable, and within five business days, after the date of the Merger Agreement. The Purchaser’s obligation to accept for payment shares of Superior common stock that are tendered in the Offer is subject to the satisfaction or waiver, to the extent permitted under the Merger Agreement, of each of the conditions to the Offer that are described in Section 13 — “Certain Conditions to the Offer.” The Purchaser may, in its sole discretion, increase the Offer Price to be paid to Superior stockholders, waive any of the conditions of the Offer or to make other changes in the terms and conditions of the Offer. However, without Superior’s prior written consent, which may be withheld in its sole discretion: (i) the Minimum Condition may not be increased; and (ii) no change may be made to the form of consideration to be paid, that reduces the Offer Price to be paid to Superior stockholders or that changes the number of shares of Superior common stock sought in the Offer, or imposes any additional material conditions to the Offer. Furthermore, without the prior written consent of Superior, which may not be unreasonably withheld, delayed or conditioned (A) except for the extensions and/or subsequent offering periods provided for below, no change may be made that extends the expiration date of the Offer beyond the initial expiration date of the Offer; and (B) no change

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may be made that amends any other terms of the Offer in a manner materially adverse to Superior stockholders, when taken as a whole with all other changes and amendments.

      The Offer is initially scheduled to expire at midnight, New York time, 20 business days following the date of the commencement of the Offer. However, the Purchaser may, without the consent of Superior, from time to time, (i) extend the Offer for one or more periods of not more than five business days, not to exceed an aggregate of 15 business days if, at the scheduled Expiration Date, any Offer Conditions have not been satisfied or waived until such time as such conditions are satisfied or waived to the extent permitted by the Merger Agreement; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission applicable to the Offer; or (iii) extend the Offer for one subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days in order to acquire at least 90% of the outstanding shares of Superior common stock or otherwise. Additionally, upon the written request of Superior, the Purchaser will extend the Offer for one or more periods not to exceed an aggregate of 15 business days, if, as of any Expiration Date, all of the Offer Conditions are not satisfied, but ACS reasonably believes that such conditions are reasonably capable of being satisfied in such period. However, the Purchaser is not required to extend the Offer beyond April 30, 2005.

      The Merger Agreement further provides that ACS and the Purchaser will comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, the Purchaser will accept for payment, and pay for, all shares of Superior common stock validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of the shares of Superior common stock for payment pursuant to the Offer and the Merger Agreement.

Top-Up Option

      Pursuant to the Merger Agreement, ACS and the Purchaser have an irrevocable option (the “Top-Up Option”) to purchase from Superior, at a price per share equal to the Offer Price, a number of shares of Superior common stock (the “Top-Up Option Shares”) that, when added to the number of any outstanding shares of Superior common stock owned by ACS or any wholly-owned subsidiary of ACS at the time of exercise of the Top-Up Option, constitutes one share of Superior common stock more than 90% of the number of shares of Superior common stock that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by ACS or the Purchaser, in whole or in part, at any time on or after the first date on which the Purchaser accepts any shares of Superior common stock for payment pursuant to the Offer (the “Acceptance Date”), and on or prior to the 10th business day after the later of (i) the Acceptance Date or (ii) the expiration of any subsequent offering period. However, the obligation of Superior to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (A) no provision of any applicable law and no judgment, injunction, order or decree prohibits the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (B) the issuance of Top-Up Option Shares pursuant to the Top-Up Option does not require approval of the stockholders of Superior under applicable law (including Nasdaq rules and regulations, including Section 4350(i)(1)(D)), and (C) the Purchaser has accepted for payment and paid for all shares of Superior common stock validly tendered in the Offer and not withdrawn. The parties will cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with applicable law, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act.

Appointment of Directors after Acceptance for Payment of Shares Tendered in the Offer

      The Merger Agreement provides that promptly upon the acceptance of and deposit of funds for payment for at least a majority of the shares of Superior common stock outstanding by ACS, the Purchaser or any of their affiliates pursuant to and in accordance with the terms of the Offer and the Merger Agreement, ACS will be entitled to designate to serve on Superior’s board of directors the number of directors, rounded up to the next whole number constituting a majority of the board of directors, equal to the product of (i) the total number of directors on Superior’s board of directors (giving effect to the election of any additional directors pursuant to these provisions) and (ii) a fraction having a numerator equal to the aggregate number of shares of Superior common stock then beneficially owned by ACS or the Purchaser (including all shares of Superior common stock accepted for payment

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pursuant to the Offer), and having a denominator equal to the total number of shares of Superior common stock then outstanding.

      Pursuant to the Merger Agreement, if ACS requests on or after the Acceptance Date, Superior must use all commercially reasonable efforts to promptly either increase the number of authorized directors or obtain resignations of incumbent directors as necessary to cause ACS’ designees to be elected to Superior’s board of directors. Furthermore, pursuant to the terms of the Merger Agreement, Superior must cause individuals designated by ACS to constitute a majority of the directors on each committee of Superior’s board of directors (other than the Audit Committee). The Merger Agreement requires that, at all times until the completion of the Merger, Superior will ensure that at least three of the members of Superior’s board of directors are individuals who were directors of Superior on the date of the Merger Agreement (the “Independent Directors”), including at least three directors who are selected by such current directors and independent for continued listing requirements on the Nasdaq National Market.

      After the election or appointment of the directors designated by ACS to Superior’s board of directors and prior to the completion of the Merger, under the terms of the Merger Agreement, the approval of a majority of the Independent Directors will be required to authorize any of the following actions of Superior, to the extent the action in question could reasonably be expected to affect adversely the holders of shares of Superior common stock (other than ACS or the Purchaser): (i) any action by Superior with respect to any amendment or waiver of any term or condition of the Merger Agreement, the Merger or the certificate of incorporation or bylaws of Superior; (ii) any termination or rescission of the Merger Agreement or the Merger by Superior; (iii) any extension by Superior of the time for the performance of any of the obligations or other acts of ACS or the Purchaser, or any waiver or assertion of any of Superior’s rights under the Merger Agreement; or (iv) any other consent or action by Superior’s board of directors with respect to the Merger Agreement or the Merger.

The Merger

      The Merger Agreement provides that, following the satisfaction or waiver of the conditions to the Merger described below under the caption “Conditions to the Merger,” the Purchaser will be merged with and into Superior in accordance with the applicable provisions of Delaware law, and Superior will continue as the surviving corporation in the Merger and the separate corporate existence of the Purchaser will cease.

Certificate of Incorporation and Bylaws of the Surviving Corporation

      The Merger Agreement provides that upon the completion of the Merger, the certificate of incorporation of the surviving corporation will be amended to conform to the certificate of incorporation of the Purchaser as in effect immediately prior to the completion of the Merger, and the bylaws of the surviving corporation will be amended and restated to conform to the bylaws of the Purchaser as in effect immediately prior to the completion of the Merger.

Directors and Officers of the Surviving Corporation

      Under the terms of the Merger Agreement, upon the completion of the Merger, the directors and officers of the surviving corporation will be the respective individuals who are directors and officers of the Purchaser immediately prior to the completion of the Merger.

Conversion of Shares of Superior Common Stock

      Pursuant to the Merger Agreement, each share of Superior common stock that is issued and outstanding immediately prior to the completion of the Merger (other than shares owned by ACS, the Purchaser or Superior, or by a wholly owned subsidiary of ACS, the Purchaser or Superior, or by any stockholder of Superior who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive $8.50 (the price per share paid in the Offer) in cash, without interest thereon.

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Appraisal Rights

      Shares of Superior common stock that are outstanding immediately prior to the completion of the Merger that are held by persons who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will not be converted into the right to receive $8.50 per share (the price per share paid in the Offer). Instead, these stockholders will only be entitled to receive payment of the fair value of their shares of Superior common stock in accordance with Section 262 of the DGCL. Shares of Superior common stock held by stockholders who fail to perfect, or otherwise withdraw or lose, their rights to appraisal under Section 262 of the DGCL, however, will be converted into the right to receive $8.50 per share (the price per share paid in the Offer) in cash, without interest thereon. A stockholder may withdraw his demand for appraisal by delivering to Superior a written withdrawal of his demand for appraisal. The foregoing summary of Section 262 does not purport to be complete and is qualified in its entirety by reference to Section 262. Failure to follow the steps that Section 262 requires for perfecting appraisal rights may result in the loss of those rights.

Treatment of Superior Options

      Prior to the effective time of the Merger, Superior will neither accelerate the vesting of any option to purchase its common stock nor allow the vesting of any options to purchase Superior common stock to be accelerated. As of the effective time of the Merger, Superior will accelerate the vesting of all unvested options to purchase Superior common stock that are outstanding and valid immediately prior to the effective time and that have an exercise price that is less than the Offer Price (“ITM Options”). As of the effective time of the Merger, Superior will cancel, or cause to be cancelled, all options to purchase Superior common stock, whether they are ITM Options or not. No holder of options to purchase Superior common stock, other than holders of ITM Options, will be entitled to receive any payment or any other form of consideration upon cancellation of the options. Except as may be otherwise agreed to by ACS and Superior in writing prior to the effective time of the Merger, all stock option plans, programs and arrangements established by any of Superior and its subsidiaries will terminate as of the effective time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Superior or its subsidiaries will terminated and of no further force or effect as of the effective time. The board of directors of Superior has determined in good faith that the amount a holder of an option to purchase Superior common stock will be entitled to receive upon the cancellation of such option represents an amount equal to the value or appreciated value (if any) of such option as of the effective time of the Merger.

      After the effective time of the Merger, and as conditioned below, each holder of an ITM Option will be entitled to receive from Superior an amount equal to the product of (i) the excess of the Offer Price over the exercise price per share of Superior common stock covered by the ITM Option as of the effective time multiplied by (ii) the number of shares of Superior common stock covered by the ITM Option, in full and final settlement of the cancellation of the ITM Option (the “Cash Amount”). Superior’s obligation to pay such amount to each holder of an ITM Option is subject to (a) verification that the purported ownership and terms of the applicable ITM Option is in accordance with Superior’s records and (b) delivery by the holder of the ITM Option to Superior of a duly executed written instrument in a form acceptable to ACS setting forth: (1) for each ITM Option, the aggregate number of shares of Superior common stock covered thereby, the issue date and the exercise price, (2) a representation by the holder of such ITM Option that he or she is the owner of all ITM Options described in such letter and that as of immediately prior to the effective time, none of such ITM Options had expired or otherwise ceased to be exercisable, (3) a confirmation by the holder of such ITM Option that upon payment of the Cash Amount that all obligations of Superior to him or her with respect to such ITM Option shall have been fully satisfied and (4) such other terms as ACS may reasonably request.

      Prior to the effective time of the Merger, neither Superior nor any of its subsidiaries nor any of their respective officers or directors shall take any action to encourage any person holding an option to purchase Superior common stock to exercise such option or waive any provision or use their discretion to allow any person to exercise an option to purchase Superior common stock prior to the effective time.

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     Treatment of Superior Warrants

      As of the effective time of the Merger, Superior will cancel the warrants issued pursuant to that certain Securities Purchase Agreement dated as of June 9, 2003, as amended, and the warrant holders will be entitled to receive the Cash Amount for their warrants. Superior’s obligation to pay such amount to each warrant holder is subject to (a) verification that the purported ownership and terms of the applicable warrant is in accordance with Superior’s records and (b) delivery by the holder of the warrant to Superior of a duly executed written instrument in a form acceptable to ACS setting forth: (1) for each warrant, the aggregate number of shares of Superior common stock covered thereby, the issue date and the exercise price, (2) a representation by the holder of such warrant that he or she is the owner of all warrants described in such letter and that as of immediately prior to the effective time, none of such warrants had expired or otherwise ceased to be exercisable, (3) a confirmation by the holder of such warrant that upon payment of the Cash Amount that all obligations of Superior to him or her with respect to such warrant shall have been fully satisfied and (4) such other terms as ACS may reasonably request.

     Representations and Warranties

      Superior made representations and warranties to the Purchaser and ACS in the Merger Agreement, including representations relating to:

• its subsidiaries and due organization;	• tax matters;
• its capitalization;	• legal proceedings and judgments;
• its financial and corporate records;	• related party and affiliate transactions;
• its compliance with legal requirements;	• the effect of the Merger Agreement and the inapplicability of anti-takeover statutes;
• its filings with the Securities and Exchange Commission;	• its board recommendation;
• title to its assets and their condition and sufficiency;	• the required vote of its stockholders;
• its liabilities and obligations;	• non-contravention of laws and agreements, and absence of needed consents;
• its operations since September 30, 2004;	• the fairness opinion received by Superior’s board of directors;
• its tangible property;	• the financial advisory fees payable by Superior;
• its real property;	• the information supplied by Superior for inclusion in this Offer to Purchase, Superior’s Solicitation/ Recommendation Statement on Schedule 14D-9 and the proxy statement;
• environmental matters;	• its material subcontractors;
• intellectual property matters;	• its business relationship with material suppliers and material clients;
• its contracts;	• its proposals to enter into or modify contracts and its outstanding contract proposals; and
• employee and labor matters;	• its insurance policies.
• employee benefit matters;

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      The Purchaser and ACS made representations and warranties to Superior in the Merger Agreement, including representations relating to:

• their due organization;	• the sufficiency of the funds held by them to complete the transactions contemplated by the Merger Agreement;
• their authority to enter into, and the enforceability of, the Merger Agreement;	• their legal proceedings; and
• non-contravention of laws and agreements, and absence of needed consents;	• the absence of financial advisory fees payable by them.
• the information supplied by them for inclusion in this Offer to Purchase and Superior’s Solicitation/ Recommendation Statement on Schedule 14D-9;

Interim Conduct of Business

      The Merger Agreement provides that during the period from the date of the Merger Agreement through the completion of the Merger, Superior must:

•   cause each of Superior and its subsidiaries to conduct its businesses and operations (i) in the ordinary course consistent with past practices and (ii) in compliance in all material respects with applicable law and the requirements of certain contracts;

•   use all commercially reasonable efforts to ensure that each of Superior and its subsidiaries preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its existing material relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and others having business relationships with Superior or its subsidiaries;

•   keep in full force all insurance policies or comparable replacement or renewal policies;

•   promptly notify ACS of any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with any of the transactions contemplated by the Merger Agreement;

•   use its commercially reasonable best efforts to obtain any written consent that is or may be required in connection with any of the transactions contemplated by the Merger Agreement; and

•   file on a timely basis all material notices, reports, returns and other filings required to be reported to or filed with any governmental body, as well as applications and other documents necessary to maintain, renew or extend any governmental authorization for the continued operation of the business of Superior or its subsidiaries.

      The Merger Agreement further provides that during the period from the date of the Merger Agreement through the completion of the Merger, except as specified in the disclosure schedule provided by Superior to ACS and the Purchaser in connection with the Merger Agreement, without the prior written consent of ACS (which consent cannot be unreasonably withheld, conditioned or delayed), Superior must not, and must not permit its subsidiaries to:

•   declare, accrue, set aside or pay any dividend on, or make any other distribution in respect of, any of its outstanding capital stock;

•   split, combine or reclassify any of its outstanding capital stock or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock or other equity interests;

•  purchase, redeem or otherwise acquire any shares of outstanding capital stock or any rights, warrants or options to acquire any such shares (other than the valid exercise of options to purchase Superior common stock outstanding as of the date of the Merger Agreement);

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•  sell, issue, grant, encumber or authorize or propose the sale, issuance, grant, or encumbrance of (i) any capital stock or other security; (ii) any option, call, warrant or right to acquire any capital stock or other security; or (iii) any instrument convertible into or exchangeable for any capital stock or other security except that Superior may issue shares of its common stock upon the valid exercise of (A) options to purchase Superior common stock outstanding as of October 25, 2004 or (B) the Top-Up Options;

•  except as expressly contemplated in the Merger Agreement, amend or waive any of its rights under any provision of any of Superior’s stock option plans, any provision of any agreement evidencing any outstanding stock option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other security or any related contract, in each case with respect to the securities of Superior or its subsidiaries;

•  amend or permit the adoption of any amendment to the certificate of incorporation or the bylaws of Superior or any of its other charter or organizational documents, except to the extent required to comply with its obligations under the Merger Agreement;

•  effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction;

•  form any subsidiary or directly or indirectly acquire any equity or other interest in, or make any other investment in or capital contribution to, any other person or entity;

•  incur or commit to any capital expenditures in excess of $500,000 individually, or in the aggregate, and in no event incur or commit any such expenditures other than in a manner generally consistent with Superior’s capital expenditure plan existing on the date of the Merger Agreement;

•  enter into or become bound by, or permit any of the material assets owned or used by it to become bound by, any contract, or amend or terminate, or waive or exercise any material right or remedy under, any material contract, in each case other than in the ordinary course of business and consistent with past practices;

•  modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any specified contract or any confidentiality agreement to which Superior or any of its subsidiaries is a party;

•  acquire, lease or license any right or other material asset from any other person or entity or sell or otherwise dispose of, or lease or license, any material right or other material asset;

•  lend or advance money to any person or entity, make any capital contribution to or investments in any person or entity, or incur or guarantee any obligation (except that Superior may, in the ordinary course of business and consistent with past practices, make line of credit borrowings under its existing credit facility and advancement of expenses);

•  except as identified to ACS prior to the date of the Merger Agreement, and other than with respect to any applicable payroll taxes, pay to any person any bonuses, commissions, compensation, success fees or any other payments as a result of the completion of the transactions contemplated by the Merger Agreement or otherwise;

•  except as required to comply with applicable law and under existing agreements disclosed to ACS, or to satisfy the requirements of Section 409A of the Internal Revenue Code, establish, adopt or amend any employee benefit plan, pay, commit to pay or accelerate the payment of any bonus or make, commit to make or accelerate any profit-sharing or similar payment to, or increase or commit to increase the amount of the wages, salary, commissions, fringe benefits, severance, insurance or other compensation or remuneration payable to any of its directors, officers, employees or consultants, or subject to certain exceptions, enter into any new (or amend existing) employment, severance or termination contract with any current, prospective or former director, officer or employee (except that Superior may (i) make routine, reasonable salary increases in connection with Superior’s customary employee review process, in the ordinary course of business and consistent with past practices, (ii) make bonus payments, in the ordinary course of business consistent with past practices, to employees under the terms of existing agreements and plans disclosed to ACS and (iii) enter

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	into its standard employment/non-compete/confidentiality agreement with any employee hired pursuant to the Merger Agreement in the ordinary course of business consistent with past practices and which would not have been required to be disclosed to ACS prior to execution of the Merger Agreement);
•	hire any new employee whose annual base salary is in excess of $100,000, other than employees hired solely to replace (i) employees no longer with Superior or its subsidiaries or (ii) to fill vacancies, provided that in each case the compensation of such new employees is at a level no higher than the lesser of (A) the compensation level of the former employee that such new employee is replacing and (B) $200,000 per year or (iii) new employees to support new business growth, provided that the compensation of such new employee does not exceed $200,000;
•	make any change in any method of accounting or accounting practice or policy, except as required by any changes in generally accepted accounting principles under current United States accounting rules and regulations, consistently applied throughout the periods covered, or as otherwise required by law;
•	write up, write down or write off the book value of any assets, individually or in the aggregate, in excess of $500,000, except for depreciation and amortization in accordance with generally accepted accounting principles under current United States accounting rules and regulations, consistently applied throughout the periods covered, or as required by applicable law;
•	make, revoke or amend any tax election, settle or compromise any claim or assessment with respect to taxes, execute or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any taxes or amend any material tax returns;
•	(i) commence any legal proceeding; (ii) pay, discharge, satisfy any claims, liabilities or obligations or settle any legal proceeding other than the payment, discharge or satisfaction of claims, liabilities or obligation that individually or in the aggregate is less than $100,000; or (iii) or settle any legal proceeding seeking an injunction or any other equitable relief;
•	adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any agreement relating to an acquisition proposal;
•	plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of Superior or its subsidiaries generally;
•	take any action to exempt or make not subject to (i) the provisions of Section 203 of the DGCL or (ii) any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any individual or entity (other than ACS, its affiliates or Superior’s subsidiaries), or any action taken thereby, which individual, entity or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom;
•	take any action or omit to take any action that could be reasonably expected to result in (i) any of the conditions to the Offer not being satisfied; (ii) any representation or warranty of Superior set forth in the Merger Agreement becoming not true or not accurate in any material respect; or (iii) the prevention or material delay or impediment to the consummation of the Offer, the Merger or the transactions contemplated by the Merger Agreement;
•	permit or cause any subsidiary of Superior to do any of the foregoing; or
•	agree or commit, whether or not in writing, to take any of the foregoing actions.

Recommendation of Superior’s Board of Directors

      Superior’s board of directors has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of Superior and its stockholders; (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL; (iii) declared that the Merger Agreement is advisable; (iv) resolved to recommend that Superior’s stockholders accept the Offer and tender their

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shares of Superior common stock pursuant to the Offer and, to the extent necessary under applicable law to accomplish the Merger, adopt the Merger Agreement; (v) resolved to elect, to the extent permitted by applicable law, not to be subject to any takeover laws and regulations of any jurisdiction that may purport to be applicable to the Merger Agreement or the Tender and Voting Agreements; and (vi) irrevocably taken all necessary steps to render Section 203 of the DGCL and any other applicable state takeover laws inapplicable to the Merger, ACS, the Purchaser, the acquisition of shares of Superior common stock pursuant to the Offer and the transactions contemplated by the Tender and Voting Agreements (collectively, the “Superior Board Recommendation”).

      The Merger Agreement provides that, except as provided below, Superior’s board of directors (i) must recommend that Superior’s stockholders accept the Offer and tender their shares of Superior common stock pursuant to the Offer and, to the extent necessary under applicable law to accomplish the Merger, adopt this Agreement; (ii) must not withdraw, modify, or qualify or propose to withdraw or modify, in a manner adverse to Superior or the Purchaser, the Superior Board Recommendation; (iii) must not approve or recommend, or propose to approve or recommend, any Acquisition Proposal (as defined below); and (iv) must not enter into any agreement with respect to any Acquisition Proposal (other than a confidentiality agreement).

      Notwithstanding the foregoing, prior to the Acceptance Date, the board of directors of Superior, after consulting with outside legal counsel, may withdraw, modify or qualify the Superior Board Recommendation, approve or recommend, or propose to approve or recommend, a Superior Proposal (as defined below), and/or enter into an agreement with respect to a Superior Proposal, if the board of directors of Superior determines in good faith that doing so is necessary for the directors to comply with their fiduciary duties to the stockholders of Superior under applicable law. However, (i) prior to effecting such action, Superior must give ACS at least three business days prior written notice that the board of directors of Superior has received a Superior Proposal that it intends to accept, which notice specifies all of the terms and conditions of such Superior Proposal (other than immaterial terms), and furnishes ACS with a copy of all the relevant proposed transaction agreements, if such exist, with the person making such Superior Proposal and identifies such person making such Superior Proposal; and (ii) during the period of not less than three business days following the delivery of the notice referred to above and prior to effecting such action, Superior has negotiated, and has used all commercially reasonable efforts to cause its financial and legal advisors to negotiate, with ACS in good faith (to the extent that ACS desires to negotiate) to make adjustments in the terms and conditions of the Merger Agreement so that the Acquisition Proposal ceases to constitute a Superior Proposal.

      “Acquisition Proposal” means any bona fide offer, proposal or other indication of interest by a party other than ACS or its affiliates regarding any of the following (other than the transactions provided for in the Merger Agreement involving Superior): (i) any merger, consolidation, share exchange, recapitalization, reorganization, business combination, liquidation, dissolution or other similar transaction involving Superior or any of its subsidiaries; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more of the assets of Superior (including the stock of its subsidiaries) and its subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any purchase or sale of or tender offer or exchange offer for, which, if completed, would result in any person or entity (or the equity holders of such person or entity) beneficially owning securities representing 15% or more of the outstanding shares of capital stock of Superior or its subsidiaries, or the filing of a registration statement under the Securities Act in connection therewith; or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

      “Superior Proposal” means any written Acquisition Proposal with respect to Superior, which the board of directors of Superior concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), as well as after giving effect to all of the adjustments, if any, which are in fact offered by ACS (i) is more favorable to the stockholders of Superior, from a financial point of view, than the transactions contemplated by the Merger Agreement and (ii) to the extent cash consideration, if any, is contemplated, is fully financed or reasonably capable of being fully financed and otherwise reasonably capable of being completed on the terms proposed. However, for purposes of the definition of “Superior Proposal,” the term “Acquisition Proposal” will mean: (A) any merger, consolidation, share exchange, recapitalization, reorganization, business combination, liquidation, dissolution or other similar transaction involving Superior or any of its subsidiaries; (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of a majority of the consolidated assets of Superior and its subsidiaries, taken as a whole, in a single

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transaction or series of related transactions; (C) any purchase or sale of or tender offer or exchange offer for, which, if consummated, would result in any person or entity (or the equity holders of such person or entity) beneficially owning securities representing a majority of the outstanding shares of capital stock of Superior, or the filing of a registration statement under the Securities Act; or (D) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing. However, no Acquisition Proposal will constitute a Superior Proposal if it resulted from a breach or was negotiated by Superior in violation of its obligations relating to non-solicitation and the Superior Board Recommendation or if Superior failed to (1) give ACS written notice that it has received a Superior Proposal that it intends to accept as described above, (2) negotiate, or use its commercially reasonable efforts to cause its financial and legal advisors to negotiate, with ACS in good faith (as required by the Merger Agreement and to the extent ACS desired to negotiate) to make adjustments in the terms and conditions of the Merger Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal or (3) in all material respects keep ACS informed, on a prompt basis, of the status of any such Acquisition Proposal and of the status of any discussions or negotiations relating to any Acquisition Proposal.

Non-Solicitation and Related Provisions

      The Merger Agreement requires that Superior must not, and must not authorize or permit its subsidiaries or any affiliate, officer, director, manager or employee of, or any investment banker, attorney or other advisor or representative (collectively “Representatives”) of Superior or its subsidiaries to (i) solicit, initiate, facilitate or encourage or otherwise disclose nonpublic information in furtherance of, any inquiries relating to, or the submission of, any Acquisition Proposal; (ii) participate in or conduct any discussions or negotiations regarding any Acquisition Proposal, or furnish to any person or entity any information or data with respect to or provide access to the properties of Superior or any of its subsidiaries, or take any other action to facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (iii) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal; or (iv) approve or recommend or propose to approve or recommend or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar contract or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal. However, Superior is not prohibited from taking and disclosing to its stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 under the Exchange Act.

      However, prior to the Acceptance Date, Superior is not prohibited by the non-solicitation and related provisions described above from furnishing information regarding Superior’s business or its subsidiaries, properties or assets to, or entering into discussions or negotiations with, any person or group concerning an Acquisition Proposal, if (i) Superior receives from such person an executed confidentiality agreement containing provisions not being materially more favorable to such person than the provisions contained in the Confidentiality Agreement, dated June 14, 2004, between ACS and Superior (providing that such confidentiality agreement must permit Superior to disclose to ACS all of the information required to be disclosed by Superior to ACS by the Merger Agreement); (ii) such person submits a written Acquisition Proposal that has been determined or is reasonably likely to be determined to be a Superior Proposal; (iii) in the good faith opinion of the board of directors of Superior, determined after consulting with outside legal counsel to Superior, that doing so is necessary for the directors to comply with their fiduciary duties to Superior’s stockholders under applicable law; and (iv) Superior notifies ACS in writing of its intention to engage in such discussions or negotiations or to provide such confidential information not less than three business days prior to so doing.

      The Merger Agreement also requires that Superior promptly notify ACS in writing of the existence of any proposal, discussion, negotiation or inquiry received by Superior regarding any Acquisition Proposal. Superior must promptly provide to ACS any non-public information concerning Superior provided to any other person in connection with any Acquisition Proposal that was not previously provided to ACS. Superior must keep ACS informed on a prompt basis of the status of any such Acquisition Proposal and of the status of any discussions or negotiations relating to any Acquisition Proposal.

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Superior Stockholders’ Meeting

      As promptly as practicable following the Acceptance Date, if the adoption of the Merger Agreement by Superior’s stockholders is required by law in order to complete the Merger, Superior must take all action necessary under all applicable legal requirements to call, give notice of and hold a meeting of the holders of Superior common stock to vote on the adoption of the Merger Agreement.

      If the adoption of the Merger Agreement by Superior’s stockholders is required by law, Superior must, as soon as practicable following the Acceptance Date, prepare and file with the Securities and Exchange Commission a proxy statement and must use all commercially reasonable efforts to respond to any comments of the Securities and Exchange Commission and to cause the proxy statement to be mailed to Superior’s stockholders, as promptly as practicable. Superior must notify ACS promptly of the receipt of any comments from the Securities and Exchange Commission and of any request by the Securities and Exchange Commission for amendments or supplements to the proxy statement or for additional information and will supply ACS with copies of all correspondence between Superior or any of its representatives and the Securities and Exchange Commission regarding the proxy statement. Superior must give ACS an opportunity to comment on any correspondence with the Securities and Exchange Commission or any proposed material to be included in the proxy statement prior to transmission to the Securities and Exchange Commission and will not transmit any such material to which ACS reasonably objects. If at any time prior to the meeting of Superior stockholders there occurs any event that should be set forth in an amendment or supplement to the proxy statement, Superior must promptly prepare such an amendment or supplement and after obtaining the consent of ACS to such amendment or supplement, promptly transmit the amendment or supplement to Superior’s stockholders.

      Under the Merger Agreement, ACS has agreed to cause all shares of Superior common stock owned by ACS or any subsidiary of ACS to be voted in favor of the adoption of the Merger Agreement and completion of the Merger at the Superior stockholder meeting. However, if the Purchaser owns, by virtue of the Offer or otherwise, at least 90% of the outstanding shares of Superior common stock, then the parties are required under the Merger Agreement to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Expiration Date of the Offer (taking into effect any extension) without a stockholders’ meeting in accordance with Section 253 of the DGCL.

Reasonable Efforts to Complete Transactions

      The Merger Agreement provides that, subject to the terms and conditions thereof, ACS and Superior must use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to complete the Offer and the Merger and the other transactions contemplated by the Merger Agreement, including (i) making all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by the Merger Agreement; (ii) using all commercially reasonable efforts to obtain all consents required to be obtained by such party in connection with the Offer and the Merger and each of the other transactions contemplated by the Merger Agreement and (iii) using all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement. However, neither party will be required to divest any assets or hold separate any assets or take similar measures in connection with any demand by a governmental body as a pre-condition to the approval of the transactions contemplated by the Merger Agreement. Each party must promptly deliver to the other parties a copy of each such filing made, the notices given and consents obtained by such party.

Employee Benefits Matters

      All employees of Superior and its subsidiaries who continue employment with ACS, Superior or any of its subsidiaries after the completion of the Merger (“Continuing Employees”) will be eligible to continue to participate in Superior’s health and welfare benefit plans, although ACS or Superior may amend or terminate any such health or welfare benefit plan at any time (including as of the effective time of the Merger). Immediately after the effective time of the Merger, the Continuing Employees will be entitled to participate in a plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended, sponsored, maintained or contributed to by ACS or its subsidiaries or Superior (the “ACS 401(k) Plan”). Each Continuing

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Employee’s period of service and compensation history with Superior and its subsidiaries will be counted in determining eligibility for, and the amount and vesting of, benefits under each employee benefit plan sponsored or maintained by ACS (including the ACS 401(k) Plan). However, such service will not be taken into account for purposes of benefit accrual under any defined benefit plan of ACS. To the extent any Continuing Employee becomes covered under a health plan sponsored or maintained by ACS, such Continuing Employee will receive credit under such plan toward any deductible and/or out-of-pocket maximum that may apply under such health plan for those sums paid under a health plan sponsored or maintained by Superior and its subsidiaries as deductibles, coinsurance and copayments during the calendar year containing the date of completion of the Merger.

Change of Control Payments

      At the closing of the transactions contemplated by the Merger Agreement and upon acknowledgment by the applicable individual listed below (i) of the termination of the applicable employment, compensation or other similar agreements between such person and Superior and (ii) that no other amount is due under such agreements, Superior will pay to the individuals listed below the following amounts (less any applicable withholding taxes and amounts such individual declines):

Richard D. Helppie, Jr.	$	1,470,000
Charles O. Bracken	$	2,007,600
Richard P. Sorenson	$	690,000
Richard P. Saslow	$	376,000
Susan M. Synor	$	1,399,500
Total	$	5,943,100

      The surviving corporation will reimburse these individuals for the initial excise tax that they incur as a result of such payment within 10 days after each such individual delivers a written request for reimbursement accompanied by a copy of such individual’s tax returns showing the excise tax actually incurred.

Directors’ and Officers’ Indemnification and Insurance

      The Merger Agreement provides that all rights to indemnification by Superior existing in favor of those persons who are or have at any time been directors and officers of Superior (the “Indemnified Persons”) for their acts and omissions occurring prior to the completion of the Merger, as provided in Superior’s bylaws and certificate of incorporation (as in effect as of the date of the Merger Agreement) will survive the Merger and must be observed by the surviving corporation in the Merger to the fullest extent available under Delaware law for a period of six years from the completion of the Merger.

      The surviving corporation must maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions occurring prior to the completion of the Merger, a “tail” policy of directors’ and officers’ liability insurance (the “Tail Policy”) covering the period of time from the completion of the Merger until up to the sixth anniversary of the Merger, providing comparable coverage to the existing directors’ and officers’ liability insurance policy maintained by Superior as of the date of the Merger Agreement. However, the surviving corporation will not be required to pay an aggregate premium for the Tail Policy in excess of $600,000. If premiums for the Tail Policy exceed such amount, the surviving corporation will be entitled to reduce the amount of coverage to the amount of coverage that can be obtained for such amount. Superior or ACS may substitute therefor other policies not less advantageous to the beneficiaries of the current policies, provided that such substitution does not result in any gaps or lapses in coverage with respect to matters occurring prior to the completion of the Merger. If ACS merges or sells substantially all of its assets, proper provision must be made to cause the purchaser in such transaction to assume the obligations to indemnify Superior’s directors and officers and provide them insurance.

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Conditions to the Merger

      The Merger Agreement provides that the respective obligations of the parties to complete the Merger are subject to the satisfaction or waiver of the following conditions:

•  if required by applicable law, the Merger Agreement must be adopted by the affirmative vote of the holders of greater than 50% of the shares of Superior common stock outstanding on the record date for the meeting of the holders of Superior common stock to vote on the adoption of the Merger Agreement;

•  no temporary restraining order, preliminary or permanent injunction or other order preventing the completion of the Merger has been issued by any court of competent jurisdiction and remain in effect, and no law has been enacted or deemed applicable to the Merger that makes completion of the Merger illegal (however, in the case of a restraining order, injunction or other order, each of the parties must use their commercially reasonable efforts to prevent the entry of any such restraining order, injunction or other order and to appeal as promptly as possible any restraining order, injunction or other order that may be entered);

•  all material consents, permits of, authorization from, notifications to and filings with any governmental body required to be made or obtained prior to the completion of the Merger have been made or obtained;

•  any waiting period (and any extension thereof) under the HSR Act or merger control or competition laws or regulations applicable to the consummation of the Merger have expired or terminated; and

•  the Purchaser has purchased shares of Superior common stock tendered pursuant to the Offer.

Termination of the Merger Agreement

      The Merger Agreement provides that it may be terminated:

•  by mutual written consent of ACS and Superior at any time prior to the completion of the Merger;

•  by either ACS or Superior if a court of competent jurisdiction or other governmental body has issued a final and nonappealable order, decree or ruling, or has taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting ACS or Superior from completing the Offer, the Merger or the other transactions contemplated by the Merger Agreement;

•  by either ACS or Superior if the time that is the later of (i) the Acceptance Date and (ii) the persons designated by ACS make up a majority of the members of the entire Superior board of directors, assuming no vacancies exist (the “Appointment Time”) has not occurred on or prior to the close of business on April 30, 2005, except that a party is not permitted to terminate the Merger Agreement on the foregoing basis if the failure of the Appointment Time to have occurred by such time is attributable to a failure on the part of such party to perform any covenant in the Merger Agreement required to be performed by such party on or prior to the Appointment Time;

•  by ACS at any time prior to the Appointment Time if a Triggering Event (as defined below) has occurred;

•  by ACS at any time prior to the Appointment Time if there has been a breach by Superior of any representation, warranty, covenant or agreement contained in the Merger Agreement, which breach would reasonably be expected to result in any condition to the Offer or the Merger not being satisfied and such breach is not reasonably capable of being cured or satisfied within 30 days of receipt of notice of breach by the party alleged to be in breach;

•  by Superior at any time prior to the Appointment Time if there has been a breach by ACS or the Purchaser of any representation, warranty, covenant or agreement contained in the Merger Agreement, which breach would reasonably be expected to result in any condition to the Offer or the Merger not being satisfied and such breach is not reasonably capable of being cured or satisfied within 30 days of receipt of notice of breach by the party alleged to be in breach; or

•  by Superior at any time prior to the Appointment Time if Superior or Superior’s board of directors has provided written notice to ACS that Superior intends to enter into a binding written agreement regarding a Superior Proposal; provided, that Superior may not terminate the Merger Agreement because of a Superior

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Proposal unless (i) Superior has complied in all material respects with its obligations relating to non-solicitation and the Superior Board Recommendation and (ii) ACS does not make, within three business days after receipt of Superior’s written notice, an offer that Superior’s board of directors reasonably concludes in good faith (following consultation with its financial advisor and outside counsel) is an offer that results in such Acquisition Proposal ceasing to constitute a Superior Proposal.

      A “Triggering Event” will be deemed to have occurred if: (i) Superior has failed to include the Superior Board Recommendation in the Schedule 14D-9 or the proxy statement; (ii) the board of directors of Superior has failed to recommend that Superior’s stockholders accept the Offer and tender their shares of Superior common stock pursuant to the Offer, vote to adopt the Merger Agreement, or has withdrawn, modified or qualified the Superior Board Recommendation in a manner adverse to ACS; (iii) the board of directors of Superior has approved or recommended, or publicly proposes to approve or recommend, any Acquisition Proposal; (iv) the board of directors of Superior approves or recommends, or proposes to approve or recommend, or Superior enters into or executes any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar contract relating to any Acquisition Proposal (other than a permitted confidentiality agreement); (v) a tender or exchange offer relating to securities of Superior has been commenced and Superior has not sent to Superior stockholders, within five business days after the commencement of such tender or exchange offer, a statement disclosing that Superior recommends rejection of such tender or exchange offer; (vi) the board of directors of Superior has refused to affirm the Superior Board Recommendation within five business days of any written request from ACS; or (vii) Superior breaches any of its obligations relating to non-solicitation or the Superior Board Recommendation that results in any person proposing an Acquisition Proposal.

Fees and Expenses; Termination Fee

      The Merger Agreement provides that all fees and expenses incurred in connection with the Merger Agreement and the Offer, the Merger and the other transactions contemplated by the Merger Agreement are to be paid by the party incurring such expenses, whether or not any shares of Superior common stock are purchased pursuant to the Offer and whether or not the Merger is completed, except that ACS and Superior will share equally all fees and expenses, other than attorney’s fees, incurred in connection with (i) required filings under any antitrust law; (ii) securities filings relating to the Offer, the Merger or the other transactions contemplated by the Merger Agreement; and (iii) the printing, production, mailing or delivery of this Offer to Purchase and all related documents and the proxy statement relating to the Merger, if required, and any amendments or supplements thereto.

      Additionally, if the Merger Agreement is terminated:

•  by ACS because a Triggering Event has occurred; or

•  by Superior in order to enter into a binding written agreement regarding a Superior Proposal, as described above,

then Superior will promptly pay ACS within three business days after such termination $4,000,000.

      If the Merger Agreement is terminated:

•  by either ACS or Superior if the Appointment Time shall not have occurred on or prior to the close of business on April 30, 2005, as described above; or

•  by ACS because there has been a breach by Superior of any representation, warranty, covenant or agreement contained in the Merger Agreement, which breach would reasonably be expected to result in any condition to the Offer or the Merger not being satisfied and such breach is not reasonably capable of being cured or satisfied within 30 days of receipt of notice of breach by the party; and

(i) within 12 months of the date of termination of the Merger Agreement, Superior or any of its subsidiaries enters into any definitive agreement with respect to, or the board of directors of Superior recommends that Superior’s stockholders approve, adopt or accept any Acquisition Proposal and (ii) such Acquisition Proposal is subsequently completed, then Superior will promptly pay ACS within three business days after such completion $4,000,000. However, no such fee under these two circumstances will be owed to ACS if (x) no Acquisition Proposal had been made prior to the termination of the Merger Agreement and (y) (A) the percentage of Assets of Superior (including

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the stock of its subsidiaries) and its subsidiaries, taken as a whole, in a single transaction or series of related transactions, sold, leased, exchanged, mortgaged, pledged, transferred or otherwise disposed of pursuant to all Acquisition Proposals is less than 25% of the Assets of Superior and its subsidiaries or (B) the percentage of capital stock of Superior or its subsidiaries purchased, sold, subject to any tender offer or exchange offer or otherwise disposed of pursuant to all Acquisition Proposals is less than 25% of the shares of capital stock of Superior or its subsidiaries.

      The Merger Agreement further provides that if any of the following events occurs:

•  ACS terminates the Merger Agreement because a Triggering Event has occurred;

•  ACS terminates the Merger Agreement because there has been a breach by Superior of any representation, warranty, covenant or agreement contained in the Merger Agreement, which breach would reasonably be expected to result in any condition to the Offer or the Merger not being satisfied and such breach is not reasonably capable of being cured or satisfied within 30 days of receipt of notice of breach by the party; or

•  Superior terminates the Merger Agreement in order to enter into a binding written agreement regarding a Superior Proposal, as described above,

then Superior will promptly pay ACS within three business days after such termination an amount equal to the aggregate amount of all reasonable fees and expenses (including all reasonable attorneys’ fees, accountants’ fees, financial advisory fees and all filing fees) that have been paid or that have been incurred by or on behalf of ACS in connection with the Offer, the Merger and all other transactions contemplated by the Merger Agreement, but which amount in no event will exceed $500,000.

      The Merger Agreement also provides that if Superior terminates the Merger Agreement because there has been a breach by ACS or the Purchaser of any representation, warranty, covenant or agreement contained in the Merger Agreement, which breach would reasonably be expected to result in any condition to the Offer or the Merger not being satisfied and such breach is not reasonably capable of being cured or satisfied within 30 days of receipt of notice of breach by the party, then ACS will promptly pay Superior within three business days after such termination an amount equal to the aggregate amount of all reasonable fees and expenses (including all reasonable attorneys’ fees, accountants’ fees, financial advisory fees and all filing fees) that have been paid or that have been incurred by or on behalf of Superior in connection with the Offer, the Merger and all other transactions contemplated by the Merger Agreement, but which amount in no event will exceed $500,000.

      If either party fails to pay when due any amount described above, then the defaulting party must reimburse the party entitled to payment for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by such party of its rights.

The Tender and Voting Agreements

      The following is a summary of the Tender and Voting Agreements entered into by ACS and the Purchaser with certain of Superior’s directors and officers of Superior. The following summary does not purport to be a complete description of the terms of these Tender and Voting Agreements and is qualified in its entirety by reference to the forms of the Tender and Voting Agreements, the form of which is filed as Exhibit (d)(2) to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and ACS in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The forms of Tender and Voting Agreements may be examined, and copies may be obtained, by following the procedures described in Section 8 — “Certain Information Concerning Superior.”

      In order to induce ACS and the Purchaser to enter into the Merger Agreement, each of: Richard D. Helppie, Jr., Ronald V. Aprahamian, Charles O. Bracken, George S. Huntzinger, Richard P. Saslow, Richard R. Sorensen, John L. Silverman, Douglas S. Peters, Reginald M. Ballantyne III, Satish K. Tyagi and Susan M. Synor has entered into a Tender and Voting Agreement with ACS and the Purchaser. Pursuant to the Tender and Voting Agreements, each of the stockholders has agreed, in their respective capacities as stockholders of Superior, to tender all of their shares of Superior common stock, as well as any additional shares of Superior common stock which they may acquire (pursuant to Superior stock options or otherwise), to the Purchaser in the Offer. In addition, each of

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these stockholders agreed also, at any meeting of, or written action by, the stockholders of Superior, to vote all of their shares of Superior common stock in favor of the Merger, the execution and delivery of the Merger Agreement by Superior and the adoption and approval of the Merger Agreement and the transactions contemplated thereby.

      Each of the stockholders that has entered into a Tender and Voting Agreement has agreed, in such person’s capacity as a stockholder of Superior, to promptly (and, in any event, not later than two business days after commencement of the Offer) validly tender or cause to be tendered into the Offer, pursuant to and in accordance with the terms of the Offer, and to not withdraw or permit the withdrawal of (unless and until the Offer expires without the Purchaser having accepted for payment any shares of Superior common stock tendered in the Offer), all of such stockholder’s shares of Superior common stock, including any additional shares of Superior common stock which such stockholder may acquire.

      Each such stockholder has also agreed that, with certain limited exceptions, such stockholder will not (except as contemplated by the Tender and Voting Agreement) sell, transfer, pledge, assign, enter into a short sale, contribute to the capital of an entity, hypothecate, give or otherwise dispose of any of such stockholder’s shares of Superior common stock, or agree or consent to any of the foregoing. In addition, each such stockholder has also agreed, in such person’s capacity as a stockholder of Superior, not to take, directly or indirectly any action that Superior or any of its representatives would be prohibited from taking, directly or indirectly, pursuant to the nonsolicitation or related provisions of the Merger Agreement. However, the foregoing provisions do not preclude those stockholders who are also members of the Superior board of directors (or their representatives) from taking certain actions (acting as a member of the board of directors of Superior) that they are permitted to take under the Merger Agreement.

      Each of the stockholders has agreed, pursuant to the terms of such stockholder’s respective Tender and Voting Agreement and in such person’s capacity as a stockholder of Superior, as follows:

•  that until the earlier of the completion of the Merger or the termination of the Merger Agreement, at any meeting of Superior’s stockholders, and in any action by consent of Superior’s stockholders, such stockholder will vote (or cause to be voted) all of such stockholder’s shares of Superior common stock: (i) in favor of the approval and adoption of the Merger Agreement and the terms thereof, the Merger and all the transactions contemplated by the Merger Agreement and the Tender and Voting Agreement and otherwise in such manner as may be necessary to consummate the Merger; (ii) against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of Superior under the Merger Agreement or of such stockholder contained in the Tender and Voting Agreement; and (iii) against any action, agreement, transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal (including any Acquisition Proposal, other than a Superior Proposal) that could reasonably be expected to result in any of the conditions to the Offer or to Superior’s obligations under the Merger Agreement not being fulfilled or that is intended, or could reasonably be expected, to impede, interfere, delay, discourage or adversely affect the Merger Agreement, the Offer, the Merger or the Tender and Voting Agreement;

•  to appoint certain representatives of ACS as such stockholder’s attorneys and proxies, with full power of substitution and resubstitution, to vote and otherwise act with respect to all such stockholder’s shares of Superior common stock at any meeting of Superior’s stockholders, and in any action by written consent of Superior’s stockholders, on the matters and in the manner specified in the Tender and Voting Agreement; and

•  not to exercise any options to purchase Superior common stock held by the stockholder prior to the effective time of the Merger.

Shares Subject to the Tender and Voting Agreements

      As of November 30, 2004, the stockholders who executed Tender and Voting Agreements held in the aggregate 5,063,442 shares of Superior common stock, which represented approximately 48% of the outstanding shares of Superior common stock as of that date. The Tender and Voting Agreements provide that they terminate upon any termination of the Merger Agreement, and that each stockholder who executed a Tender and Voting Agreement may terminate such agreement if the Merger Agreement is amended to decrease the Offer Price or change the form or mix of consideration to be paid for the Superior common stock in the Offer without the stockholder’s prior consent.

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Letter Agreement Modifying Warrant Agreement

      The following is a summary of the letter agreement dated December 17, 2004, among Camden Partners Strategic Fund II-A, L.P., Camden Partners Strategic Fund II-B, L.P. (collectively, the “Camden Warrantholders”), ACS, the Purchaser and Superior (the “Camden Letter Agreement”), modifying that certain Warrant Agreement, dated June 9, 2003, by and among Superior and the Camden Warrantholders (the “Warrant Agreement”). The following summary does not purport to be a complete description of the terms of the Camden Letter Agreement, a copy of which is filed as Exhibit (d)(4) to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and ACS in connection with the Offer, and is incorporated in this Offer to Purchase by reference. Copies of the Camden Letter Agreement may be examined, and copies may be obtained, by following the procedures described in Section 8 — “Certain Information Concerning Superior.”

      As a condition to ACS and the Purchaser entering into the Merger Agreement, each of Camden Warrantholders agreed to enter into the Camden Letter Agreement pursuant to which the Camden Warrantholders agreed (i) not to exercise any warrants to purchase shares of Superior common stock (“Warrants”) prior to the effective time of the Merger and (ii) to amend the Warrant Agreement to provide that at the effective time of the Merger, the Warrants will be canceled and converted into the right to receive the Cash Amount.

      The Warrantholders have also agreed, pursuant to the terms of the Camden Letter Agreement, as follows:

•  prior to the effective time of the Merger Agreement, (i) not to exercise any Warrant or (ii) to directly or indirectly, sell, transfer, tender, pledge, assign, hypothecate or otherwise dispose, of any of the Warrants;

•  that effective as of December 17, 2004, the Warrant Agreement was amended to provide that as of the effective time of the Merger, the Warrants will be canceled and each Warrant will automatically be converted into the right to receive an amount equal to the Cash Amount. The obligation to pay the Cash Amount to each warrantholder is subject to (a) verification that the purported ownership and terms of the applicable Warrant is in accordance with Superior’s records and (b) delivery by the Warrantholder to Superior of (x) the certificates representing the Warrants and (y) a duly executed letter of transmittal in a form reasonably acceptable to ACS setting forth: (i) for each Warrant, the aggregate number of shares of Superior common stock covered thereby, the issue date and the exercise price, (ii) a representation by the Warrantholder that it is the owner of all Warrants described in the letter of transmittal, and (iii) a confirmation by the Warrantholders that upon payment of the Cash Amount that all obligations of Superior to it with respect to the Warrants shall have been fully satisfied; and

•  not to consent to any amendment to the Warrant Agreement without ACS’ prior written consent.

      The Camden Warrantholders’ obligations under the Camden Letter Agreement are expressly conditioned upon the timely repayment of all of the indebtedness upon a change of control (as defined in the debentures issued pursuant to that certain Securities Purchase Agreement, dated as of June 9, 2003). The Camden Warrantholders’ obligations and covenants under the Camden Letter Agreement will automatically terminate upon the termination of the Merger Agreement pursuant to its terms or the failure to repay all of the indebtedness as described in the preceding sentence. Further, if the Merger Agreement is amended to decrease the Offer Price in the Offer without the Camden Warrantholders’ prior consent, the Camden Warrantholders may terminate their obligations and covenants not to exercise any Warrant or to directly or indirectly, sell, transfer, tender or otherwise dispose of any of the Warrants by giving written notice to ACS.

The Confidentiality Agreement

      The following is a summary of the Confidentiality Agreement, dated as of June 14, 2004 (the “Confidentiality Agreement”), between ACS and William Blair & Company, L.L.C., as agent for Superior. The following summary does not purport to be a complete description of the terms of the Confidentiality Agreement and is qualified in its entirety by reference to the Confidentiality Agreement, a copy of which is filed as Exhibit (d)(3) to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and ACS in connection with the Offer, and is incorporated herein by reference. The Confidentiality Agreement should be read in its entirety for a more complete description of the matters summarized below. The Confidentiality Agreement

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may be examined and copies may be obtained by following the procedures described in Section 8 — “Certain Information Concerning Superior.”

      Pursuant to the Confidentiality Agreement, ACS agreed that the Information (as defined in the Confidentiality Agreement) will be used solely in connection with exploring a possible business combination between ACS and Superior (the “Transaction”), and that such information will be kept confidential. However, ACS may disclose such Information to its representatives who need to have access to such information in connection with the Transaction, and ACS may disclose such information in order to not commit a violation of law.

      ACS also agreed that, until the earlier of June 14, 2006 or the closing of the Transaction, ACS will not, without the prior written consent of Superior’s board of directors,

•  acquire or agree, offer, seek or propose to acquire, directly or indirectly, any ownership of any assets, businesses or securities of Superior or its subsidiaries;

•  solicit proxies with respect to any matter from holders of any shares of Superior common stock or any securities convertible into or exchangeable for or exercisable for the purchase of Superior common stock;

•  initiate any stockholder proposal or tender offer for any securities of Superior or its subsidiaries or the convening of a stockholders’ meeting of Superior or its subsidiaries;

•  otherwise seek or propose, or request permission to propose, to influence or control the management or policies of Superior or its subsidiaries;

•  enter into any discussions, negotiations, arrangements or understandings with any other person regarding the matters referenced above;

•  take any action inconsistent with the matters referenced above;

•  request that Superior, directly or indirectly, amend or waive any provision of this section of the Confidentiality Agreement; or

•  take any action with respect to any of the matters described in this section of the Confidentiality Agreement that requires public disclosure.

      In addition, ACS agreed that for a two year period from the date of the Confidentiality Agreement it will not solicit for employment any of the employees of Superior. However, this provision will not apply to those persons who initiate contact with ACS regarding potential employment or who are no longer employed by Superior at the time of solicitation, nor will it prohibit solicitation by ACS through general solicitations of employment in a newspaper or similar media conducted by or on behalf of ACS.

13. Certain Conditions to the Offer

      The following is a summary of all of the conditions to the Offer, and the Offer is expressly conditioned on the satisfaction of these conditions. The following summary does not purport to be a complete description of the conditions to the Offer contained in the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and ACS in connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies may be obtained, by following the procedures described in Section 8 — “Certain Information Concerning Superior.”

      The Merger Agreement provides that the Purchaser is not required to accept for payment, or (subject to any applicable rule or regulation of the Securities and Exchange Commission) pay for, and may delay the acceptance for payment of, or (subject to any applicable rule or regulation of the Securities and Exchange Commission) the payment for, any tendered shares of Superior common stock, and (subject to the terms of the Merger Agreement) may terminate the Offer on any scheduled Expiration Date of the Offer and not accept for payment any tendered shares of Superior common stock, if (i) the Minimum Condition has not been satisfied by midnight, New York City time, on

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the Expiration Date of the Offer or (ii) any of the following conditions occurs or exists or is reasonably and in good faith determined by ACS or the Purchaser to have occurred or exist:

•  any waiting period under any applicable antitrust law or regulation (including the HSR Act) or other law shall not have expired or any consent required under any applicable antitrust law or regulation or other law shall not have been obtained;

•  any representations and warranties of Superior regarding capital stock and ownership set forth in the Merger Agreement shall not be true and correct in any material respect as of the date of determination (the “Capitalization Condition”);

•  any of the representations and warranties of Superior set forth in the Merger Agreement (other than regarding capital stock and ownership), when read without any exception or qualification as to materiality or Material Adverse Effect (as defined below), shall not be true and correct as of the date of determination, as if such representations and warranties were made at the time of such determination (except as to any such representation or warranty which speaks as of a specific date, which must be untrue or incorrect as of such specific date), except where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect; (ii) have a material adverse effect on ACS; (iii) prevent or materially delay the consummation of the Offer, or (iv) materially increase the cost to the Purchaser of consummating the Offer (the “Accuracy Condition”);

•  Superior shall have not performed or not complied with all agreements and covenants required to be performed by it under the Merger Agreement, when read without any exception or qualification as to materiality or Material Adverse Effect, but only if the effect of such nonperformance or noncompliance, as the case may be, would individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect; (ii) have a material adverse effect on ACS; (iii) prevent or materially delay the consummation of the Offer; or (iv) materially increase the cost to the Purchaser of consummating the Offer (the “Covenant Condition”);

•  Superior shall not have furnished ACS with a certificate executed by the Chief Executive Officer or Vice President of Superior (in such capacity but not as individuals), in the absence of fraud, to the effect that the Capitalization Condition, the Accuracy Condition and the Covenant Condition have been satisfied;

•  since the date of the Merger Agreement, there shall have occurred any event, occurrence, violation, inaccuracy, circumstance or other matter, if such event, occurrence, violation, inaccuracy, circumstance or other matter (considered alone or together with any other matter or matters) has had or would reasonably be expected to have a material adverse effect on (i) the business, financial condition, revenues, capitalization, assets, liabilities, operations, results of operations, or financial performance of Superior and its subsidiaries taken as a whole (ii) the ability of Superior to consummate the Merger or any of the other transactions contemplated by the Merger Agreement or to perform any of its material obligations under the Merger Agreement, or (iii) ACS’ or the Purchaser’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Superior (“Material Adverse Effect”); however, in determining whether there has been a Material Adverse Effect, any adverse effects resulting from or attributable to the following shall be disregarded: (A) general economic conditions or general conditions in the industry in which Superior and its subsidiaries do business, except where Superior and its subsidiaries are disproportionately impacted, (B) any public announcement of the transactions contemplated by the Merger Agreement that has a negative impact on the relationship of Superior and its subsidiaries with any competitor of ACS and its subsidiaries, (C) compliance with the terms of, or the taking of any action required by, the Merger Agreement, (D) any change in accounting requirements or principles required by GAAP after consulting with Parent or any change in applicable laws, and (E) actions required to be taken under applicable laws;

•  any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement shall have been issued by any court of competent jurisdiction and remain in effect, or there shall be any law enacted or deemed in writing to be applicable by a governmental body to the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement that makes consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement illegal;

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•  there shall be pending or threatened any legal proceeding in which a governmental body is or is threatened to become a party or is otherwise involved or either ACS or Superior shall have received a written communication from any governmental body in which such governmental body indicates the intention of commencing any legal proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement; (ii) relating to the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement and seeking to obtain from ACS, Superior or any of its subsidiaries, any damages or other relief that would be material to ACS, Superior or any of its subsidiaries; (iii) seeking to prohibit or limit in any material respect ACS’ or the Purchaser’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of Superior; (iv) that could materially and adversely affect the right of ACS, Superior or any of its subsidiaries to own the assets or operate the business of the Superior or any of its subsidiaries; or (v) seeking to compel any of Superior or its subsidiaries, ACS or any subsidiary of ACS to dispose of or hold separate any material assets as a result of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement;

•  there shall be pending any legal proceeding in which, in the reasonable good faith judgment of ACS, there is a reasonable possibility of an outcome that could have a Material Adverse Effect or a material adverse effect on ACS: (i) challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement; (ii) relating to the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement and seeking to obtain from ACS, Superior or any of its subsidiaries any damages or other relief that would be material to ACS, Superior or any of its subsidiaries; (iii) seeking to prohibit or limit in any material respect ACS’ or the Purchaser’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Superior; (iv) that would materially and adversely affect the right of ACS, Superior or any of its subsidiaries to own the assets or operate the business of Superior or any of its subsidiaries; or (v) seeking to compel Superior or any of its subsidiaries, Parent or any of its subsidiaries to dispose of or hold separate any material assets as a result of the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement;

•  there shall have occurred and be continuing: (i) (A) any general suspension of trading in, or limitation on prices for, securities on New York Stock Exchange or the Nasdaq Stock Market for a period equal to or in excess of 48 hours (excluding any organized halt triggered solely as a result of a specified decrease in a market index or suspensions or limitations resulting solely from physical damage, technological or software breakdowns or malfunctions or interference with such exchange not related to market conditions) or (B) any decline in any of the Dow Jones Industrial Average, the Standard & Poors Index of 500 Industrial Companies, or the Nasdaq Composite Index in excess of 25% measured from the close of business on the date of the Merger Agreement; or (ii) a declaration by a governmental body of a banking moratorium or any suspension of payments in respect of banks in the United States, which in any case would reasonably be expected to have a Material Adverse Effect or could materially adversely affect Superior’s or the Purchaser’s ability to consummate the Offer or the Merger;

•  the Merger Agreement shall have been terminated in accordance with its terms; or

•  a Triggering Event shall have occurred.

      The foregoing conditions are for the sole benefit of ACS and the Purchaser and, subject to the terms and conditions of the Merger Agreement, may be waived by ACS or the Purchaser, in whole or in part, at any time and from time to time, in the sole discretion of ACS and the Purchaser. The failure by ACS or the Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. The Offer is expressly subject to the satisfaction of each of the foregoing conditions.

      If the Offer is terminated pursuant to the foregoing provisions, all tendered shares of Superior common stock will be promptly returned to the tendering stockholders.

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14. Certain Legal Matters

      Except as described in this Section 14, none of Superior, the Purchaser or ACS is aware of any license or regulatory permit that appears to be material to the business of Superior that might be adversely affected by the Purchaser’s acquisition of shares of Superior common stock in connection with the Offer or the Merger, or of any approval or other action by a domestic or foreign governmental, administrative or regulatory agency or authority that would be required for the acquisition and ownership of shares of Superior common stock by the Purchaser in connection with the Offer or the Merger. Should any such approval or other action be required, the Purchaser and ACS presently contemplate that such approval or other action will be sought, except as described below under “State Takeover Laws.” While, except as otherwise described in this Offer to Purchase, the Purchaser does not presently intend to delay the acceptance for payment of, or payment for, shares of Superior common stock that are tendered in the Offer pending the outcome of any such matter, there can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that failure to obtain any such approval or other action might not result in consequences adverse to Superior’s business or that certain parts of Superior’s business might not have to be disposed of or other substantial conditions complied with in the event that such approvals were not obtained or such other actions were not taken or in order to obtain any such approval or other action. If certain types of adverse action are taken with respect to the matters discussed below, the Purchaser could decline to accept for payment, or pay for, shares of Superior common stock that are tendered in the Offer. See Section 13 — “Certain Conditions to the Offer” for certain conditions to the Offer, including conditions with respect to governmental actions.

State Takeover Laws

      Superior is incorporated under the laws of the State of Delaware and is subject to Section 203 of the DGCL. In general, Section 203 of the DGCL prevents an “interested stockholder” (generally a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock, or an affiliate or associate thereof) from engaging in a “business combination” (defined to include mergers and certain other transactions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder unless, among other things, prior to such date the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became an interested stockholder. On December 16, 2004, prior to the execution of the Merger Agreement, the Superior board of directors, by unanimous vote of all directors at a meeting held on such date, approved the Merger Agreement and the Purchaser’s acquisition of shares of Superior common stock pursuant to the Offer, the Merger and the Tender and Voting Agreements. Accordingly, the restrictions on business combinations provided for in Section 203 are inapplicable to the Offer and the Merger.

      A number of other states have adopted laws and regulations applicable to attempts to acquire securities of corporations which are incorporated, or have substantial assets, stockholders, principal executive offices or principal places of business, or whose business operations otherwise have substantial economic effects, in such states. In 1982, the Supreme Court of the United States, in Edgar v. MITE Corp., invalidated on constitutional grounds the Illinois Business Takeover Statute, which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana may, as a matter of corporate law and, in particular, with respect to those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without the prior approval of the remaining stockholders, as long as those laws were applicable only under certain circumstances. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal district court in Oklahoma ruled that the Oklahoma takeover statutes were unconstitutional insofar as they applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a Federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal district court in Florida held in Grand Metropolitan plc v. Butterworth that the provisions of the Florida Affiliated Transactions Act and Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida.

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      Superior conducts business in a number of states throughout the United States, some of which have enacted takeover laws. The Purchaser does not know whether any of these laws will, by their terms, apply to the Offer or the Merger and has not complied with any such laws. Should any person seek to apply any state takeover law, the Purchaser will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws is applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, the Purchaser might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, the Purchaser might be unable to accept for payment any shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, the Purchaser may not be obligated to accept for payment any shares tendered.

Antitrust

      United States Antitrust Law. Under the HSR Act, and the rules that have been promulgated under the HSR Act by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be completed unless certain information has been furnished to the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. The Offer and the Merger are subject to the filing and waiting period requirements of the HSR Act.

      Pursuant to the requirements of the HSR Act, ACS, on behalf of itself and the Purchaser, plans to file a Notification and Report Form with respect to the Offer and Merger with the Antitrust Division and the FTC on the date of this Offer to Purchase. If the notification and Report Form is filed on December 23, 2004, the waiting period applicable to the purchase of shares pursuant to the Offer would be scheduled to expire at 11:59 p.m., New York City time, on January 7, 2005, 15 calendar days after the date of filing. However, prior to such time, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material relevant to the Offer from the Purchaser. If such a request is made, the waiting period will be extended until 11:59 p.m., New York City time, on the 10th day after substantial compliance by the Purchaser with such request. Thereafter, such waiting period can be extended only by court order.

      The FTC and the Antitrust Division frequently scrutinize the legality under the antitrust laws of transactions such as the Purchaser’s acquisition of shares of Superior common stock in the Offer and the Merger. At any time before the Purchaser’s acquisition of shares of Superior common stock, the FTC or the Antitrust Division could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the Purchaser’s acquisition of shares of Superior common stock in the Offer, the Merger or otherwise, or seeking the divestiture of shares of Superior common stock acquired by the Purchaser, or the divestiture of substantial assets of ACS, Superior or their respective subsidiaries. At any time after the Purchaser’s acquisition of shares of Superior common stock in the Offer and the Merger, the FTC or the Antitrust Division could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking the divestiture of the shares of Superior common stock acquired by the Purchaser in the Offer and the Merger or the divestiture of substantial assets of ACS, Superior or their respective subsidiaries. However, under the Merger Agreement, neither Superior, ACS nor the Purchaser has any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any governmental body as a pre-condition to the approval of the transactions contemplated by the Merger Agreement by any such governmental body.

      The Merger Agreement provides that Superior and ACS will respond as promptly as practicable to any inquiries or requests received from any antitrust authority or other governmental body in connection with antitrust or related matters. Each of Superior and ACS will (i) give the other party prompt notice of the commencement or threat of commencement of any legal proceeding by or before any governmental body with respect to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement; (ii) keep the other party informed as to the status of any such legal proceeding or threat; and (iii) promptly inform the other party of any communication to or from any governmental body regarding the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement. Except as may be prohibited by any governmental body or by any law, (x) each party will consult and cooperate with the other, and will consider in good faith the views of the other, in connection with any analysis, appearance, presentation, memorandum, brief, legal proceeding under or relating to any foreign, federal or state antitrust or fair trade law, and (y) in connection with any such legal proceeding, each party will permit authorized

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representatives of the other to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any governmental body in connection with any such legal proceeding.

      Private parties, as well as state governments, may also bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer or the Merger or other acquisition of shares of Superior common stock by the Purchaser on antitrust grounds will not be made or, if such a challenge is made, of the result. See Section 13 — “Certain Conditions to the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.

      Foreign Antitrust Law. The antitrust and competition laws of certain foreign countries may apply to the Offer and the Merger and filings and notifications may be required. The Purchaser, ACS and Superior do not currently anticipate that any such filings are required in connection with the Offer or the Merger, but are continuing to review the need for such filings, and intend to make such filings promptly to the extent required.

Federal Reserve Board Regulations

      Shares of Superior common stock are currently margin securities under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of shares of Superior common stock. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, shares of Superior common stock would no longer constitute margin securities for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers.

15. Fees and Expenses

      The Purchaser and ACS have retained Mellon Investor Services LLC to act as the Information Agent and the Depositary for the Offer. Mellon Investor Services LLC will receive reasonable and customary compensation for its services and will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities and expenses in connection with its services, including certain liabilities and expenses under United States federal securities laws.

      The Information Agent may contact holders of Superior common stock by mail, telephone, facsimile, email, telegraph and personal interview and may request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Superior common stock.

      Neither the Purchaser nor ACS will pay any fees or commissions to any broker or dealer or other person (other than to the Depositary, the Information Agent and in the event that the laws of one or more jurisdictions require the Offer to be made by a broker or dealer licensed in such jurisdiction, to such broker or dealer) in connection with the solicitation of tenders of shares of Superior common stock in connection with the Offer. Upon request, the Purchaser will reimburse brokers, dealers, banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding material to their customers.

16. Miscellaneous

      The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares of Superior common stock in any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be in compliance with the laws of such jurisdiction. Neither the Purchaser nor ACS is aware of any jurisdiction in which the making of the Offer or the acceptance of the Offer would not be in compliance with the laws of such jurisdiction. To the extent that the Purchaser or ACS becomes aware of any state law that would limit the class of offerees in the Offer, the Purchaser may amend, in its discretion, the Offer and, depending on the timing of such amendment, if any, may extend, in its discretion, the Offer to provide adequate dissemination of such information to holders of shares of Superior common stock prior to the expiration of the Offer.

      No person has been authorized to give any information or to make any representation on behalf of the Purchaser or ACS that is not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information or representation must not be relied upon as having been authorized.

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      The Purchaser and ACS have filed with the Securities and Exchange Commission a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with exhibits, furnishing certain additional information with respect to the Offer, and may file amendments to such document. In addition, Superior will file with the Securities and Exchange Commission a Solicitation/ Recommendation Statement on Schedule 14D-9 pursuant to Rule 14d-9 under the Exchange Act, together with exhibits, containing its recommendation with respect to the Offer and the reasons for such recommendation and furnishing certain additional information with respect to the Offer. Such documents and any amendments to such documents, including the related exhibits, should be available for inspection and copies should be obtainable in the manner described in Section 8 — “Certain Information Concerning Superior.”

ACS MERGER CORP.

December 23, 2004

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

THE PURCHASER AND ACSC

1. Directors and Executive Officers of the Purchaser

      The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of the Purchaser are set forth below. The business address of each such director and executive officer is ACS Merger Corp., c/o Affiliated Computer Services, Inc., 2828 North Haskell, Dallas, Texas 75204. All directors and officers listed below are citizens of the United States.

	Present Principal Occupation or Employment
Name and Position	and Employment History
Jeffrey A. Rich Director	Mr. Rich has served as a director of ACS since August 1991 and as its Chief Executive Officer since February 1999. Mr. Rich also served as President from April 1995 until August 2002 and as Chief Operating Officer from April 1995 until February 1999. Mr. Rich joined ACS in 1989 as Senior Vice President and Chief Financial Officer and was named Executive Vice President in 1991. Prior to joining ACS, Mr. Rich served as a Vice President of Citibank N.A. from March 1986 through June 1989. Mr. Rich also serves as a director of Pegasus Solutions, Inc. where he is a member of the compensation committee.
Lynn R. Blodgett President	Mr. Blodgett has served as Executive Vice President and Group President — Commercial Solutions of ACS since July 1999. From March 1990 until July 1999 Mr. Blodgett served as President of ACS Business Process Solutions, Inc. (formerly Unibase Technologies, Inc., an entity that ACS acquired in 1996).
John H. Rexford Vice President	Mr. Rexford has served as Executive Vice President Corporate Development of ACS since March 2001. Prior to that date Mr. Rexford served as a Senior Vice President in ACS’ mergers and acquisitions area from November 1996 until March 2001.
David Jarrett Vice President	Mr. Jarrett has served as Senior Vice President — Workplace Resources of ACS since January 2003. Prior to that date, from December 1989 through January 2003, Mr. Jarrett served ACS in various capacities, including Vice President — Real Estate.

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	Present Principal Occupation or Employment
Name and Position	and Employment History
William L. Deckelman, Jr. Vice President, Secretary and Director	Mr. Deckelman has served as Executive Vice President, Corporate Secretary and General Counsel of ACS since March 2000. From March 2000 until September 2003 Mr. Deckelman served as one of ACS’ directors. From May 1995 to March 2000 Mr. Deckelman was in private law practice, and was a shareholder in the law firm of Munsch Hardt Kopf & Harr, P.C. in Austin, Texas from January 1996 until March 2000. Previously, Mr. Deckelman served as ACS’ Executive Vice President, Secretary and General Counsel from November 1993 until May 1995 and as ACS’ Senior Vice President, Secretary and General Counsel from February 1989 through November 1993.
Nancy P. Vineyard Treasurer	Ms. Vineyard has served as Senior Vice President — Treasurer of ACS since April 2001. Prior to that date Ms. Vineyard served as Vice President — Treasurer of ACS from September 1996 until April 2001.
Wayne R. Lewis Assistant Secretary	Mr. Lewis has served as Senior Vice President — Group Counsel of ACS since January 2003. Prior to that date Mr. Lewis served as Vice President — Corporate Counsel of ACS from April 2000 until January 2003. Prior to joining ACS Mr. Lewis was in private law practice in Dallas, Texas for approximately 17 years.
Cynthia L. Hageman Assistant Secretary	Ms. Hageman has served as Vice President – Corporate Counsel of ACS since September 2003. Prior to that date Ms. Hageman was in private law practice with Akin, Gump, Strauss, Hauer & Feld, LLP in Dallas, Texas from September 1999 until September 2003.

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2. Directors and Executive Officers of ACS

      The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of ACS are set forth below. Except as indicated below, the business address of each such director or executive officer is c/o Affiliated Computer Services, Inc., 2828 North Haskell, Dallas, Texas 75204. All directors and officers listed below are citizens of the United States.

	Present Principal Occupation or Employment
Name and Position	and Employment History
Jeffrey A. Rich Chief Executive Officer and Director	Mr. Rich has served as a director of ACS since August 1991 and as its Chief Executive Officer since February 1999. Mr. Rich also served as President from April 1995 until August 2002 and as Chief Operating Officer from April 1995 until February 1999. Mr. Rich joined ACS in 1989 as Senior Vice President and Chief Financial Officer and was named Executive Vice President in 1991. Prior to joining ACS, Mr. Rich served as a Vice President of Citibank N.A. from March 1986 through June 1989. Mr. Rich also serves as a director of Pegasus Solutions, Inc. where he is a member of the compensation committee.
Mark A. King President, Chief Operating Officer and Director	Mr. King has served as a director of ACS since October 1996. Mr. King has served as ACS’ President and Chief Operating Officer since August 2002 and had served as Chief Operating Officer since March 2001. Prior to that date he had served as Executive Vice President and Chief Financial Officer since May 1995. Mr. King joined ACS in November 1988 as Chief Financial Officer of various subsidiaries. Prior to joining ACS, Mr. King was Vice President and Assistant Controller of MTech Corp.
Lynn R. Blodgett Executive Vice President and Group President — Commercial Solutions	Mr. Blodgett has served as Executive Vice President and Group President — Commercial Solutions of ACS since July 1999. From March 1990 until July 1999 Mr. Blodgett served as President of ACS Business Process Solutions, Inc. (formerly Unibase Technologies, Inc., an entity that ACS acquired in 1996).
Harvey Braswell Executive Vice President and Group President — State Healthcare	Mr. Braswell has served as Executive Vice President and Group President — State Healthcare of ACS since March 2003. Prior to that date, Mr. Braswell served as ACS’ Executive Vice President and Group President — Government Services Group from March 2001 until March 2003, and from December 1995 until March 2001, he was an officer of ACS Enterprise Solutions, Inc. (formerly known as Business Records Corporation, an entity that ACS acquired in 1998).

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	Present Principal Occupation or Employment
Name and Position	and Employment History
John M. Brophy Executive Vice President and Group President — State and Local Solutions	Mr. Brophy has served as Executive Vice President and Group President — State and Local Solutions of ACS since August 2001. From 1988 until August 2001, Mr. Brophy served both as President of Lockheed Martin IMS Corporation (an entity ACS acquired in August 2001) and as an elected corporate officer of Lockheed Martin Corporation.
William L. Deckelman, Jr. Executive Vice President, Corporate Secretary and General Counsel	Mr. Deckelman has served as Executive Vice President, Corporate Secretary and General Counsel of ACS since March 2000. From March 2000 until September 2003 Mr. Deckelman served as one of ACS’ directors. From May 1995 to March 2000 Mr. Deckelman was in private law practice, and was a shareholder in the law firm of Munsch Hardt Kopf & Harr, P.C. in Austin, Texas from January 1996 until March 2000. Previously, Mr. Deckelman served as ACS’ Executive Vice President, Secretary and General Counsel from November 1993 until May 1995 and as ACS’ Senior Vice President, Secretary and General Counsel from February 1989 through November 1993.
Warren D. Edwards Executive Vice President and Chief Financial Officer	Mr. Edwards has served as Executive Vice President and Chief Financial Officer of ACS since March 21, 2001. From September 1996 to March 2001, Mr. Edwards served as Senior Vice President, Finance and Accounting of ACS. In addition to other industry experience, Mr. Edwards also served for approximately six (6) years on the audit staff of PricewaterhouseCoopers LLP.
John H. Rexford Executive Vice President Corporate Development	Mr. Rexford has served as Executive Vice President Corporate Development of ACS since March 2001. Prior to that date Mr. Rexford served as a Senior Vice President in ACS’ mergers and acquisitions area from November 1996 until March 2001.
Donald G. Liedtke Executive Vice President	Mr. Liedtke has served as an Executive Vice President of ACS since October 2001. Prior to that date, Mr. Liedtke served as Chief Information Officer of Neptune Orient Lines/ American Presidents Line from January 2000 through October 2001, as Chief Information Officer of Packard Bell NEC from June 1998 to October 1999, and as Chief Information Officer of Guarantee Life Companies from January 1995 until November 1997.

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	Present Principal Occupation or Employment
Name and Position	and Employment History
Darwin Deason Chairman of the Board	Mr. Deason has served as Chairman of the Board of ACS since its formation in 1988. Mr. Deason also served as Chief Executive Officer of ACS from its formation until February 1999. Prior to ACS’ formation, Mr. Deason spent 20 years with MTech Corp., a data processing subsidiary of MCorp, a bank holding corporation based in Dallas, Texas, serving as MTech’s Chief Executive Officer and Chairman of the Board from 1978 until April 1988, and also serving on the boards of various subsidiaries of MTech and MCorp.
Joseph P. O’Neill Director	Mr. O’Neill has served as a director of ACS since November 1994. Mr. O’Neill has served as President and Chief Executive Officer of Public Strategies Washington, Inc., a public affairs and consulting firm, since March 1991, and from 1985 through February 1991 he served as President of the National Retail Federation, a national association representing United States retailers.
Frank A. Rossi Director	Mr. Rossi has served as a director of ACS since November 1994. Mr. Rossi has served as Chairman of FAR Holdings Company, L.L.C., a private investment firm, since February 1994. Prior to that Mr. Rossi was employed by Arthur Andersen & Co. for over 35 years and, prior to his retirement in 1994, Mr. Rossi served in a variety of capacities for Arthur Andersen, including Managing Partner/ Chief Operating Officer and as a member of the firm’s Board of Partners and Executive Committee.
J. Livingston Kosberg Director	Mr. Kosberg has served as a director of ACS since September 2003. Mr. Kosberg previously served as a director of ACS from 1988-1991. Mr. Kosberg has been involved in a variety of industries including healthcare, finance, and construction and currently serves as an advisor to several investment funds. Since July 2004, Mr. Kosberg has been serving as a director of U.S. Physical Therapy, Inc. which operates outpatient physical and occupational therapy clinics. U.S. Physical Therapy is a publicly-traded company whose predecessor Mr. Kosberg founded in 1990 and served as CEO from its inception until May 1995, as Chairman of the Board until May 2001, previously as a director until February 2002 and as interim Chief Executive Officer from July 2004 until October 2004. Mr. Kosberg also serves as a director and is Chairman of the Board of Analytical Surveys, Inc., a geographic information systems’ services provider, where he is a member of the compensation committee and also served as interim Chief Executive Officer in March 2004.

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	Present Principal Occupation or Employment
Name and Position	and Employment History
Dennis McCuistion Director	Mr. McCuistion has served as a director of ACS since September 2003. For the past 27 years, Mr. McCuistion has been President of McCuistion & Associates, providing consulting services to banks and businesses. Since 1990, Mr. McCuistion has served as executive producer and host of the nationally syndicated, award-winning McCuistion Program on PBS. Mr. McCuistion has also been an instructor for the American Institute of Banking for twenty years, and has been a faculty member for the Graduate School of Banking of the South, the Graduate School of Banking in Madison, Wisconsin, and the Southwestern Graduate School of Banking at Southern Methodist University. He is also a member of the National Association of Corporate Directors and the International Association of Facilitators. Mr. McCuistion also serves as a director of UICI where he has been designated as lead independent director and is a member of the audit, nominating and governance and executive compensation committees.

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      Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal, certificates for shares of Superior common stock and any other required documents should be sent or delivered by each stockholder of Superior or such stockholder’s broker, dealer, bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

MELLON INVESTOR SERVICES LLC

By Hand Delivery:	By Overnight Delivery:	By Mail:
120 Broadway, 13th Floor New York, New York 10271 Attn: Reorganization Dept	85 Challenger Road Mail Drop-Reorg Ridgefield Park, New Jersey 07660 Attn: Reorganization Dept.	P.O. Box 3301 South Hackensack, New Jersey 07606 Attn: Reorganization Dept.

By Facsimile Transmission	To Confirm Facsimile Transmissions
(For Eligible Institutions Only):	(For Eligible Institutions Only):
Facsimile Transmission	Confirm Receipt of Facsimile
(201) 296-4293	By Telephone: (201) 296-4860

      Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent at its telephone number and address listed below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials related to the Offer may be obtained from the Information Agent. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent and Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

85 Challenger Road

Ridgefield Park, NJ 07660

Call Toll Free: (866) 768-4955

60 EX-99.(A)(2) 3 d21042exv99wxayx2y.htm FORM OF LETTER OF TRANSMITTAL

EXHIBIT (a)(2)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock of

Superior Consultant Holdings Corporation

Pursuant to the Offer to Purchase

Dated December 23, 2004

by

ACS Merger Corp.,

a Wholly Owned Subsidiary of

Affiliated Computer Services, Inc.

       THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 24, 2005, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

By Hand Delivery:	By Overnight Delivery:	By Mail:
120 Broadway, 13th Floor New York, New York 10271 Attn: Reorganization Dept	85 Challenger Road Mail Drop-Reorg Ridgefield Park, New Jersey 07660 Attn: Reorganization Dept.	P.O. Box 3301 South Hackensack, New Jersey 07606 Attn: Reorganization Dept.

By Facsimile Transmission	To Confirm Facsimile Transmissions
(For Eligible Institutions Only):	(For Eligible Institutions Only):
Facsimile Transmission	Confirm Receipt of Facsimile
(201) 296-4293	By Telephone: (201) 296-4860

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY FOR THE OFFER. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

      The Instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

SUPERIOR CONSULTANT HOLDINGS CORPORATION

LETTER OF TRANSMITTAL

LETTER OF TRANSMITTAL TO TENDER SHARES OF

SUPERIOR CONSULTANT HOLDINGS CORPORATION.

Pursuant to the Offer to Purchase dated 12/23/2004, ACS Merger Corp. has offered to purchase all of the outstanding shares of Superior Consultant Holdings Corporation common stock. The offer expires on 1/24/2005. See Instructions on the reverse side.

I/we the undersigned, surrender to you for tendering the share(s) identified below. I/we certify that I/we have complied with all requirements as stated in the instructions on the reverse side, and/or the registered holder(s) of the shares of Superior Consultant Holdings Corporation stock represented by the enclosed, have full authority to surrender these certificate(s), and give the instructions in this Transmittal Form and warrant that the shares represented by these certificates are free and clear of all liens, restrictions, adverse claims and encumbrances.

Please complete the back if you would like to transfer ownership or request special mailing.

(1) Signature: This form must be signed by the registered holder(s) exactly as their name(s) appears on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.
X
Signature of Stockholder	Date	Daytime Telephone #
X
Signature of Stockholder	Date	Daytime Telephone #

(2)    SUBSTITUTE FORM W-9
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY SIGNING BELOW.
If the Taxpayer ID Number printed above is INCORRECT OR if the space is BLANK write in the CORRECT number here.
Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
Signature:	Date:

PLACE ANx IN ONE TENDER BOX ONLY
(3)	o	Tender All
(4)	o	Partial Tender		l
			WHOLE SHARES		FRACTIONS

INSTRUCTIONS FOR COMPLETING THE STOCK TRANSMITTAL FORM

(1)	Sign, date and include your daytime telephone number in this Transmittal form in Box 1 and after completing all other applicable sections return this form and your stock certificates in the enclosed envelope.
(2)	PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected number in Box 2 and sign to certify. Please note that Mellon Investor Services may withhold 28% of your proceeds as required by the IRS if the Taxpayer ID or Social Security Number is not certified on our records. If you are a non-U.S. Taxpayer, please complete and return form W-8BEN.
(3)	If you are tendering all your shares for cash, please check this box only.
(4)	If you are tendering some of your shares for cash, please check the box, indicate the number of shares you wish to tender and receive in cash.
(5)	If you cannot produce some or all of your stock certificates, please call Computershare at 312-360-5214.
(6)	If you want your check for cash to be issued in another name, fill in Box 6. Signature(s) in Box 6 must be medallion guaranteed.
(7)	Complete Box 7 only if your check for cash is to be delivered to a person other than the registered holder or to a different address.

HOW TO CONTACT MELLON INVESTOR SERVICES

By Telephone — 9 a.m. to 5:30 p.m. New York Time, Monday through Friday, except for bank holidays:

From within the U.S., Canada or Puerto Rico:

1-866-768-4955 (Toll Free)

From outside the U.S.:

1-201-373-5156 (Collect)

WHERE TO FORWARD YOUR TRANSMITTAL MATERIALS

By Mail:	By Overnight Courier:	By Hand:
Mellon Investor Services LLC Attn: Reorganization Dept. P.O. Box 3303 South Hackensack, NJ 07606	Mellon Investor Services LLC Attn: Reorganization Dept. 85 Challenger Road Mail Drop-Reorg Ridgefield Park, NJ 07660	Mellon Investor Services LLC Attn: Reorganization Dept. 120 Broadway, 13th Floor New York, NY 10271

		(7)
(6)		Special Mailing Instructions
Special Transfer Instructions		Fill in ONLY if mailing to someone other than
	Signature Guarantee Medallion	the undersigned or to the undersigned at an
If you want your check for cash to be issued in		address other than that shown on the front of this
another name, fill in this section with the		card.
information for the new account name.		Mail check(s) to:
Name (Please Print First, Middle & Last Name)	(Title of Officer Signing this Guarantee)	Name (Please Print First, Middle & Last Name)
Address   (Number and Street)	(Name of Guarantor — Please Print)	Address  (Number and Street)
(City, State & Zip Code)	(Address of Guarantor Firm)
(Tax Identification or Social Security Number)		(City, State & Zip Code)

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      The undersigned hereby tenders to ACS Merger Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), the above described shares of common stock, par value $0.01 per share (“Shares”), of Superior Consultant Holdings Corporation, a Delaware corporation (“Superior”), upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase, dated December 23, 2004 (the “Offer to Purchase”), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged.

      Upon the terms of the Offer, subject to, and effective upon, acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all the Shares that are being tendered herewith (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect thereof on or after December 23, 2004 (collectively, “Distributions”)) and irrevocably constitutes and appoints Mellon Investor Services LLC (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such Shares (and any and all Distributions) (i) to deliver certificates for such Shares (and any such other Shares or securities or rights) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Purchaser; (ii) to present such Shares (and any and all Distributions) for transfer on Superior’s books; and (iii) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered herewith (and any and all Distributions) and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good title thereto, free and clear of all liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim. The undersigned will, upon request, execute any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered herewith (and any and all Distributions). In addition, the undersigned will remit and transfer promptly to the Depositary for the account of the Purchaser any and all Distribution in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser will be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price, the amount of value of such Distribution as determined by the Purchaser in its sole discretion.

      All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal will be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and will not be affected by, and will survive, the death or incapacity of the undersigned. Except as described in the Offer to Purchase, this tender is irrevocable. The Purchaser reserves the right to require that, in order for the Shares or other securities to be deemed validly tendered, immediately upon the Purchaser’s acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of Superior’s stockholders.

      By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints each of William L. Deckelman, Jr. and John H. Rexford as an attorney-in-fact and proxy of the undersigned, each with full power of substitution and resubstitution, to vote at any annual, special, adjourned or postponed meeting of Superior’s stockholders or otherwise in such manner as each such attorney-in-fact and proxy (or his or her substitute) will in his or her sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy (or his or her substitute) will in his or her sole discretion deem proper with respect to, and

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to otherwise act as each such attorney-in-fact and proxy (or his or her substitute) will in his or her sole discretion deem proper with respect to, the Shares tendered herewith that have been accepted for payment by the Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote (and any and all Distributions). This appointment is effective when, and only to the extent that, the Purchaser accepts for payment such Shares as provided in the Offer to Purchase. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by the undersigned with respect to the Shares tendered herewith (and any and all Distributions) will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective) by the undersigned in respect of such Shares.

      The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms of and subject to the conditions to the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment).

      Unless otherwise indicated herein in the box labeled “Special Payment Instructions,” please issue the check for the purchase price and/or return any certificate(s) for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) indicated herein in the box labeled “Description of Shares Tendered” on the cover page of this Letter of Transmittal. Similarly, unless otherwise indicated herein in the box labeled “Special Delivery Instructions,” please mail the check for the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) indicated herein in the box labeled “Description of Shares Tendered” on the cover page of this Letter of Transmittal. In the event that both of the boxes herein labeled “Special Payment Instructions” and “Special Delivery Instructions,” respectively, are completed, please issue the check for the purchase price and/or return any certificate(s) for Shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons indicated therein. Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility. The undersigned recognizes that the Purchaser has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder(s) thereof if the Purchaser does not accept for payment any of the Shares so tendered.

      IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 10.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

      1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if (i) this Letter of Transmittal is signed by the registered holder(s) of Shares tendered herewith, unless such registered holder(s) has completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” on this Letter of Transmittal or (ii) such Shares are tendered for the account of a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent’s Medallion Program, Nasdaq Stock Market Guarantee Program or the Stock Exchange Medallion Program or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). For purposes of this Instruction, a registered holder of Shares includes any participant in the Book-Entry Transfer Facilities system whose name appears on a security position listing as the owner of the Shares. In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

      2. Requirements of Tender. This Letter of Transmittal is to be completed by stockholders either if certificates are to be tendered herewith or, unless an Agent’s Message is utilized, if delivery of Shares is to be made pursuant to the procedures for book-entry transfer described in the Offer to Purchase to an account maintained by the Depositary at the Book Entry Transfer Facility. For a stockholder to validly tender Shares in the Offer, either (i) the certificate(s) representing the tendered Shares, together with this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses listed herein prior to the Expiration Date of the Offer; (ii) in the case of a tender effected pursuant to a book-entry transfer (a) either this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message, and any other required documents, must be received by the Depositary at one of its addresses listed herein prior to the Expiration Date of the Offer and (b) the Shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date of the Offer; or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date of the Offer.

      If a stockholder desires to tender Shares in the Offer and such stockholder’s certificates representing such Shares are not immediately available, or the book-entry transfer procedures described in the Offer to Purchase cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Date of the Offer, such stockholder may tender such Shares if all the following conditions are met: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, is received by the Depositary at one of its addresses listed herein prior to the Expiration Date of the Offer; and (iii) either (a) the certificates representing such Shares, together with this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees, and any other required documents, are received by the Depositary at one of its addresses listed herein within three trading days (as described below) after the date of execution of such Notice of Guaranteed Delivery or (b) in the case of a book-entry transfer effected pursuant to the book-entry transfer procedures described in the Offer to Purchase, (1) either this Letter of Transmittal (or a facsimile copy of it), properly completed and duly executed, and any required signature guarantees, or an Agent’s Message, and any other required documents, is received by the Depositary at one of its addresses listed herein and (2) such Shares are delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation is received by the Depositary, in each case within three trading days after the date of execution of such Notice of Guaranteed Delivery. For purposes of the foregoing, a trading day is any day on which the Nasdaq National Market is open for business.

      The method of delivery of Shares to be tendered in the Offer, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. Shares to be tendered in the Offer, will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery of Shares is by

4

mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

      No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be accepted for payment. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile copy of it), waive any right to receive any notice of the acceptance of their Shares for payment.

      3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached hereto and separately signed on each page in the same manner as this Letter of Transmittal.

      4. Partial Tenders (Applicable to Certificate Stockholders Only). If fewer than all the Shares evidenced by any certificate submitted are to be tendered herewith, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance of payment of, and payment for, the Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

      5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered herewith, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change whatsoever.

      If any of the Shares tendered herewith are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

      If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence, satisfactory to the Purchaser, of their authority so to act must be submitted.

      When this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered herewith, no endorsements of certificates or separate stock powers are required unless payment is to be made to, or certificates for Shares not tendered or accepted for payment are to be issued to, a person other than the registered owner(s). Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

      If this Letter of Transmittal is signed by a person other than the registered owner(s) of certificate(s) listed on the cover page, such certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered owner(s) appear on such certificate(s) and the signatures on such certificates or stock powers must be guaranteed by an Eligible Institution.

      6. Stock Transfer Taxes. Except as otherwise provided in this Instruction  6, the Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares to it or its order in the Offer. If, however, payment of the purchase price is to be made to, or if certificates for Shares not to be tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if tendered certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

      Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificate(s) listed in this Letter of Transmittal.

      7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or certificates for Shares not accepted for payment are to be returned to, a person other than the person signing this Letter of Transmittal, or if a check is to be sent and/or such certificates are to be returned to a person other than the person

5

signing this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal must be completed.

      8. Waiver of Conditions. Subject to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchaser), the Purchaser reserves the absolute right in its sole discretion to waive any of the specified conditions (other than the Minimum Condition (as defined in the Offer to Purchase)) of the Offer, in whole or in part, in the case of any Shares to be tendered herewith.

      9. Backup Withholding. In order to avoid backup withholding of U.S. federal income tax on payments of cash in the Offer, a U.S. stockholder tendering Shares in the Offer must provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 included below in this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder’s correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the “IRS”) may impose a penalty on such stockholder and payment of cash to such stockholder in the Offer may be subject to backup withholding of 28% under current law.

      Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS.

      The stockholder is required to give the Depositary the TIN (i.e., social security number or employer identification number) of the record owner(s) of the Shares tendered herewith. If such Shares are held in more than one name, or are not in the name of the actual owner(s), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

      The “awaiting TIN” box in the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If this box is checked, the Depositary will withhold 28% (under current law) on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such Stockholder if a TIN is provided to the Depositary within 60 days.

      See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for more instructions.

      Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding, provided such stockholders complete and sign the Substitute Form W-9. Tendering Non-U.S. stockholders should complete and sign the main signature form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, or other applicable form, copies of which may be obtained from the Depositary, in order to avoid backup withholding. Stockholders should consult their tax advisors about qualifying for exemption from backup withholding and the procedure for obtaining such exemption.

      10. Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the Stockholder should promptly notify the transfer agent for Superior common stock, Computershare Investor Services, LLC, (312) 360-5214. The stockholder will then be instructed by Computershare Investor Services, LLC, as to the steps that must be taken in order to replace such certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been completed.

      IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE COPY OF IT) TOGETHER WITH ANY SIGNATURE GUARANTEES, OR IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE OF THE OFFER AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER DESCRIBED IN THE OFFER TO PURCHASE, IN EACH CASE PRIOR TO THE EXPIRATION DATE OF THE OFFER, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY DESCRIBED IN THE OFFER TO PURCHASE.

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SUBSTITUTE FORM W-9

THE INSTRUCTIONS BELOW MUST BE FOLLOWED:

      PROVIDE SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER ON THIS SUBSTITUTE FORM W-9 AND CERTIFY THEREIN THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. FAILURE TO DO SO WILL CURRENTLY SUBJECT YOU TO WITHHOLDING FROM YOUR PROCEEDS.

PAYERS NAME: MELLON INVESTOR SERVICES LLC
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payers Request for Taxpayer Identification Number (TIN)	PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER IN THE BOX AT THE RIGHT & CERTIFY BY SIGNING & DATING BELOW	Social Security Number OR Employer Identification Number o  or awaiting TIN (see note below)
Name:
If you are exempt from backup withholding, please write “Exempt” in the box at the right and certify by signing and dating the Certification below.

Certification. — Under penalties of perjury, I certify that:

(1)	The number shown on this form is my correct Social Security Number or Taxpayer Identification Number (or I am waiting for a number to be issued to me);
(2)	I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3)	I am a United States person (which includes a United States resident alien).

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding do not cross out item(2).

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature: 
Date: 

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM OR IF “APPLIED FOR” IS INDICATED, FAILURE TO SUBMIT A VALID TIN PRIOR TO ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

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Manually signed facsimile copies of this Letter of Transmittal will be accepted. This Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder or such stockholder’s broker, dealer, bank, trust company or other nominee to the Depositary at one of its addresses listed below.

MELLON INVESTOR SERVICES LLC

By Hand Delivery:	By Overnight Delivery:	By Mail:
120 Broadway, 13th Floor New York, New York 10271 Attn: Reorganization Dept	85 Challenger Road Mail Drop-Reorg Ridgefield Park, New Jersey 07660 Attn: Reorganization Dept.	P.O. Box 3301 South Hackensack, New Jersey 07606 Attn: Reorganization Dept.

By Facsimile Transmission	To Confirm Facsimile Transmissions
(For Eligible Institutions Only):	(For Eligible Institutions Only):
Facsimile Transmission	Confirm Receipt of Facsimile
(201) 296-4293	By Telephone: (201) 296-4860

      Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent at its address and telephone number listed below. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery or any other materials related to the Offer may be obtained from the Information Agent and will be furnished promptly free of charge. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent and Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

85 Challenger Road

Ridgefield Park, NJ 07660

Call Toll Free: (866) 768-4955

EX-99.(A)(2)

exv99wxayx2y

EX-99.(A)(3)

EXHIBIT (a)(3)

NOTICE OF GUARANTEED DELIVERY

for

Tender of Shares of Common Stock of

Superior Consultant Holdings Corporation

to

ACS Merger Corp.,

a Wholly Owned Subsidiary of

Affiliated Computer Services, Inc.

(not to be used for signature guarantees)

       THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 24, 2005, UNLESS THE OFFER IS EXTENDED.

      This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates (“Share Certificates”) representing shares of common stock, par value $0.01 per share (“Shares”), of Superior Consultant Holdings Corporation, a Delaware corporation, are not immediately available; (ii) if Share Certificates and all other required documents cannot be delivered to Mellon Investor Services LLC, the depositary for the Offer (the “Depositary”); or (iii) if the procedures for book-entry transfer cannot be completed on a timely basis. This form may be delivered by hand to the Depositary or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution (as defined in the Purchaser’s Offer to Purchase, dated December 23, 2004 (the “Offer to Purchase”)). See Section 2 of the Offer to Purchase.

The Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

By Hand Delivery:	By Overnight Delivery:	By Mail:
120 Broadway, 13th Floor New York, New York 10271 Attn: Reorganization Dept	85 Challenger Road Mail Drop-Reorg Ridgefield Park, New Jersey 07660 Attn: Reorganization Dept.	P.O. Box 3301 South Hackensack, New Jersey 07606 Attn: Reorganization Dept.

By Facsimile Transmission	To Confirm Facsimile Transmissions
(For Eligible Institutions Only):	(For Eligible Institutions Only):
Facsimile Transmission	Confirm Receipt of Facsimile
(201) 296-4293	By Telephone: (201) 296-4860

      Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via a facsimile to a number other than as set forth above will not constitute a valid delivery to the Depositary. Deliveries to Superior Consultant Holdings Corporation will not be forwarded to the Depositary and therefore will not constitute valid delivery.

      This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal for the Offer is required to be guaranteed by an “Eligible Institution” (as defined in the Offer to Purchase) under the Instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on such Letter of Transmittal.

      The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and shares to the Depositary in the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

      The guarantee on the reverse side must be completed.

Ladies and Gentlemen:

      The undersigned hereby tenders to ACS Merger Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase.

Number of Shares:

Certificate Nos. (if available):

(Check box if Shares will be tendered by book-entry transfer)     o     [The Depository Trust Company]

Account Number: 

Dated:

Name(s) of Record Holder(s):

(Please Print)

Address(es): 

(Zip Code)

Daytime Area Code and Tel. No.:

Signature(s):

2

GUARANTEE

(not to be used for signature guarantee)

      The undersigned, a firm that is a participant in the Security Transfer Agent’s Medallion Program or Nasdaq Stock Market Guarantee Program or the Stock Exchange Medallion Program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Depositary either the certificates representing the Shares tendered herewith, in proper form for transfer, or a Book-Entry Confirmation (as defined in Section 2 of the Offer to Purchase) with respect to such Shares, in any such case together with a properly completed and duly executed Letter of Transmittal for the Offer (or a facsimile copy of it), with any required signature guarantees, or an Agent’s Message (as defined Section 2 of the Offer to Purchase), and any other required documents, within three trading days (as described in the Letter of Transmittal for the Offer) after the date hereof.

      The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver a Letter of Transmittal for the Offer or an Agent’s Message and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm:

Address(es):

(Zip Code)

Area Code and Tel. No.:

Authorized Signature: 

Name:

(Please Type or Print)

Title:

Dated:

NOTE:  DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL FOR THE OFFER

3 EX-99.(A)(4) 5 d21042exv99wxayx4y.htm GUIDELINES FOR CERTIFICATION OF TAXPAYOR IDENTIFICATION NUMBER

EXHIBIT (a)(4)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

      Guidelines for Determining the Proper Identification Number to Give the Payer. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer.

		Give the TAXPAYER
		IDENTIFICATION
For this type of account:		NUMBER of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)
6.	Single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)

For this type of account:		Give the TAXPAYER IDENTIFICATION NUMBER of:
8.	Corporate or other entity electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s social security number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Show the name of the owner. Either the social security number or employee identification number of the owner or the employer identification number for the entity (if you have one) may be used.
(4)	List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

NOTE:     If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Section references are to the Internal Revenue Code.

Obtaining a Number

If you don’t have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the “IRS”) and apply for a number.

Payees Exempt from Backup Withholding

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1)	A corporation.
(2)	An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
(3)	The United States or any of its agencies or instrumentalities.
(4)	A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(5)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
(6)	An international organization or any of its agencies or instrumentalities.
(7)	A foreign central bank of issue.
(8)	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.

(10)	A real estate investment trust.
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman known in the investment community as a nominee or custodian.
(15)	A trust exempt from tax under section 664 or described in section 4947.

Privacy Act Notice. Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal or state agencies to enforce federal non-tax criminal laws and to combat terrorism. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold 28% under current law on payments of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.(A)(5) 6 d21042exv99wxayx5y.htm PRESS RELEASE

EXHIBIT (a)(5)

FOR IMMEDIATE RELEASE

Investor Relations Contact	Media Contact
Warren Edwards	Lesley Pool
Executive Vice President/	Senior Vice President/
Chief Financial Officer	Chief Marketing Officer
Affiliated Computer Services, Inc.	Affiliated Computer Services, Inc.
214-841-8082	214-841-8028
warren.edwards@acs-inc.com	lesley.pool@acs-inc.com

ACS and Superior Consultant Holdings Corporation to Combine

Expands Parties’ Capabilities in Healthcare Space

DALLAS, TEXAS: December 17, 2004 — Affiliated Computer Services, Inc., (NYSE: ACS), a premier provider of business process and information technology outsourcing solutions, and Superior Consultant Holdings Corporation (Nasdaq: SUPC), a leading provider of IT consulting services and solutions to the healthcare industry, jointly announced today the signing of a definitive agreement pursuant to which ACS would acquire all of the outstanding shares of Superior Consultant Holdings Corporation for a cash price of $8.50 per share. The board of directors of each company has unanimously approved the transaction.

Based upon Superior’s approximately 10.6 million outstanding shares of common stock and the in the money value of stock options and warrants, the gross value for all the shares, options, and warrants is approximately $106 million before transaction costs. The purchase will be financed from ACS’ existing $1.5 billion revolving credit facility. For the 12 months ended September 30, 2004, Superior reported revenue and earnings before interest, taxes, depreciation, and amortization (EBITDA) of approximately $104 million, and $7.8 million with revenue evenly divided between outsourcing and consulting. Further, in its most recent reported results for the quarter ended September 30, 2004, Superior reported $2.3 million EBITDA. As a result of the integration of the businesses, ACS expects at least $4 million in immediate cost synergies. The transaction is expected to be accretive to ACS results on a prospective basis. The company will update its guidance for the remainder of fiscal year 2005 on its scheduled second quarter earnings release in January 2005.

Under the terms of the definitive agreement, a wholly owned subsidiary of ACS will commence a cash tender offer to acquire all of Superior’s outstanding shares at a price of $8.50 per share. Following successful completion of the tender offer, any remaining shares of Superior will be acquired in a cash merger at the same price. It is expected that the transaction will close in the first quarter of 2005.

Upon completion of the transaction, ACS will combine the management talent and capabilities of Superior with its existing commercial provider healthcare business to create a market-leading healthcare services offering. Through the combination with Superior, ACS will gain provider healthcare subject matter expertise, experience with all major hospital information systems, and new healthcare management talent. ACS’ healthcare services will immediately rank among the leading healthcare IT outsourcing (ITO) specialists providing consulting, ITO, applications integration and maintenance, revenue-cycle management, and analytic products to the healthcare community.

“ACS is committed to growing its healthcare service offerings. We believe that the addition of Superior’s integrated consulting and outsourcing capabilities is the right ingredient to effectively deliver a full suite of services to the healthcare provider market,” said ACS Chief Executive Officer Jeff Rich. “Superior has constructed an industry-leading, solution-driven outsourcing service that improves the performance of hospitals, health systems, and healthcare providers, and we’ve taken note of their market success, client satisfaction, and industry momentum. We are thrilled that Superior’s executive team is joining ACS.”

Richard Helppie, Superior Consultant Holding’s founder and Chief Executive Officer would become Managing Director of the new line of business, responsible for all commercial healthcare provider services at ACS. Helppie, along with Superior’s senior executive team including partner and Executive Vice President Charles Bracken and President and Chief Operating Officer George Huntzinger, will join ACS upon closing of the merger.

Helppie said, “Superior is pleased to bring the strength of ACS to our clients, prospective clients, and employees. The relationships, expertise, and services within the healthcare industry developed by Superior have led to more and larger contract opportunities. We expect to capture more of these opportunities faster as part of the ACS platform. We also believe that our competitive position will be further strengthened with the depth of ACS’ capabilities and the expanded breadth of services we can offer together, such as business process outsourcing. We will also be able to devote all of our energy and attention to our clients and employees without the distractions required of a micro-cap public company.”

The consummation on the transaction is subject to customary conditions, including the tender of at least a majority of Superior’s fully diluted shares outstanding, excluding non-vested stock options, and the parties’ receipt of requisite regulatory approvals. Under the terms of the transaction, Superior directors and senior executives holding approximately 48% of the shares currently outstanding have agreed to tender their shares into the offer.

Established in 1984, Superior Consultant provides IT consulting services and solutions to the healthcare industry, including IT and business process outsourcing services, facilities and applications management, network monitoring, and helpdesk services. The company’s clients include hospitals and health systems, integrated delivery networks, and other providers of care, technology firms, health plans, and state and federal government agencies. Superior employs more than 700 experienced healthcare professionals and is headquartered in Dearborn, Michigan. The company also has offices in California, Connecticut, Pennsylvania, and has served approximately 3,000 clients worldwide throughout its 20-year history.

ACS, a Fortune 500 company with more than 43,000 people supporting client operations in nearly 100 countries, provides business process and information technology outsourcing solutions to world-class commercial and government clients. The company’s Class A common stock trades on the New York Stock Exchange under the symbol “ACS.” ACS makes technology work. Visit ACS on the Internet at www.acs-inc.com.

Notice To Investors:
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of Superior common stock described in this press release has not commenced. At the time the offer is commenced, ACS and ACS Merger Corp., a wholly owned subsidiary of ACS, will file a tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) with the Securities and Exchange Commission, and Superior will file a solicitation and recommendation statement with respect to the offer. Investors should read these documents carefully before making any decision with respect to the tender offer because they will contain important information. The tender offer statement, the offer to purchase and related materials will be made available to Superior security holders at no expense to them. In addition, all of these materials (and all other offer documents filed with the Securities and Exchange Commission) will be available at no charge on the Securities and Exchange Commission’s Website at http://www.sec.gov/.

The statements in this news release that do not directly relate to the historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to numerous risks and uncertainties, many of which are outside the Company’s control. As such, no assurance can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Factors could cause actual results to differ materially from such forward-looking statements. For a description of these factors, see the Company’s prior filings with the Securities and Exchange commission, including the most recent Form 10-K. ACS disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future event, or otherwise.

EX-99.(A)(4)

exv99wxayx4y

EX-99.(A)(5)

exv99wxayx5y

EX-99.(A)(6)

EXHIBIT (a)(6)

      This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Superior Consultant Holdings Corporation common stock. The Offer (as defined below) described herein is made solely by the Offer to Purchase dated December 23, 2004, and the related Letter of Transmittal and any amendments or supplements thereto, each of which is being delivered to holders of Superior common stock. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares of Superior common stock in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction or any administrative or judicial action pursuant thereto. The Purchaser (as defined below) may, in its discretion, take such action as it deems necessary to make the offer in any jurisdiction and extend the offer to holders of shares of Superior common stock in such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH

All Outstanding Shares of Common Stock of

Superior Consultant Holdings Corporation

by

ACS Merger Corp.,

a Wholly Owned Subsidiary of

Affiliated Computer Services, Inc.

at $8.50 Net Per Share

      ACS Merger Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Affiliated Computer Services, Inc., a Delaware corporation (“ACS”), is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Superior Consultant Holdings Corporation, a Delaware corporation (“Superior”), at a price of $8.50 per share, net to the seller in cash, without interest thereon (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 23, 2004 (the “Offer to Purchase”), and the related Letter of Transmittal which, together with any amendments or supplements thereto, collectively constitute the “Offer” described herein. The Purchaser is offering to acquire all of the shares of Superior common stock as a first step in ACS acquiring the entire equity interest in, and thus control of, Superior. Following the purchase of shares of Superior common stock in the Offer, the Purchaser intends to complete the Merger described below to enable ACS to acquire all of the outstanding shares of Superior common stock that are not tendered to and accepted for payment by the Purchaser in the Offer.

       THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 24, 2005, UNLESS THE OFFER IS EXTENDED.

       The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn in accordance with the terms of the Offer prior to the Expiration Date (as defined below) of the Offer shares of Superior common stock that, together with any shares of Superior common stock then owned by ACS or any wholly owned subsidiary of ACS (including the Purchaser), represent a majority of the “Fully Diluted Number of Shares,” which is defined in the Merger Agreement as the sum of (i) all then-outstanding shares of Superior common stock, plus (ii) the number of shares of Superior common stock issuable upon the exercise of any outstanding option, warrant or other right to acquire capital stock of Superior, or upon the conversion of any security convertible into capital stock of Superior outstanding immediately prior to the acceptance of shares in the Offer; provided, that for purposes of clause (ii), that portion of any option, warrant or other right that is not vested or exercisable immediately prior to the acceptance of shares of Superior common stock in the Offer will not be deemed to be outstanding. The foregoing condition is referred to as the “Minimum Condition” in this Offer to Purchase. Certain of Superior’s directors and officers have entered into Tender and Voting Agreements with ACS and the Purchaser pursuant to which they have agreed, in their respective capacities as stockholders of Superior, to tender all of their shares of Superior common stock now held or hereafter acquired to the Purchaser in the Offer. The parties to these Tender and Voting Agreements have also agreed to vote all of their shares of Superior common stock in favor of the Merger, the execution and delivery by Superior of the Merger Agreement and the adoption and approval of the Merger Agreement. As of November 30, 2004, the stockholders who executed Tender and Voting Agreements held in the aggregate 5,063,442 shares of Superior common stock, which represented approximately 48% of the outstanding shares of Superior common stock as of that date. The Tender and Voting Agreements provide that they terminate upon any termination of the Merger Agreement, and that a stockholder who executed Tender and Voting Agreements may terminate such agreement if the Merger Agreement is amended to decrease the Offer Price or change the form or mix of consideration to be paid for the Superior common stock in the Offer without such stockholder’s prior consent.

      The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 17, 2004, by and among ACS, the Purchaser and Superior (the “Merger Agreement”), pursuant to which, following the purchase of shares of Superior common stock in the Offer and the satisfaction or waiver of certain conditions, the Purchaser will be merged with and into Superior (the “Merger”), with Superior surviving the Merger as a wholly owned subsidiary of ACS. Upon the completion of the Merger, each outstanding share of Superior common stock (other than shares owned by ACS, the Purchaser, Superior or any wholly owned subsidiary of ACS or Superior, or by any stockholder of Superior who is entitled to and properly exercises appraisal rights under Delaware law) will be converted into the right to receive the price per share paid in the Offer in cash, without interest thereon.

      Superior’s Board of Directors has, at a meeting held on December 16, 2004, by the unanimous vote of all directors of Superior, (I) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of Superior and its stockholders; (II) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in accordance with the requirements of the DGCL; (III) declared that the Merger Agreement is advisable; (IV) resolved to recommend that Superior’s stockholders accept the Offer and tender their shares of Superior common stock pursuant to the Offer and, to the extent necessary under applicable law to accomplish the Merger, adopt the Merger Agreement; (V) resolved to elect, to the extent permitted by applicable law, not to be subject to any takeover laws and regulations of any jurisdiction that may purport to be applicable to the Merger Agreement or the Tender and Voting Agreements; and (VI) irrevocably taken all necessary steps to render section 203 of the DGCL and any other applicable state takeover laws inapplicable to the Merger, ACS, the Purchaser, the acquisition of shares of Superior common stock pursuant to the Offer and the transactions contemplated by the Tender and Voting Agreements. Accordingly, Superior’s board of directors unanimously recommends that the stockholders of Superior accept the Offer and tender their shares of Superior common stock to the Purchaser in the Offer and, if required, vote to adopt the Merger Agreement.

      On the terms of and subject to the conditions to the Offer, promptly after the Expiration Date of the Offer, the Purchaser will accept for payment, and pay for, all shares of Superior common stock validly tendered to the Purchaser in the Offer and not withdrawn prior to the Expiration Date of the Offer. The Purchaser will be deemed to have accepted for payment, and thereby purchased, shares of Superior common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date of the Offer as, if and when the Purchaser gives oral or written notice to Mellon Investor Services LLC (the “Depositary”) of the Purchaser’s acceptance for payment of such shares.

2

Payment for shares of Superior common stock that are accepted for payment in the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for stockholders tendering shares in the Offer for the purpose of receiving payment from the Purchaser and transmitting payment to such stockholders whose shares of Superior common stock have been accepted for payment in the Offer. For a stockholder to validly tender shares of Superior common stock in the Offer (i) the certificate(s) representing the tendered shares, together with the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees and any other required documents, must be received by the Depositary prior to the Expiration Date of the Offer; (ii) in the case of a tender effected pursuant to the book-entry transfer procedures (a) either a Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message (as defined in Section 2 of the Offer to Purchase), and any other required documents, must be received by the Depositary prior to the Expiration Date of the Offer and (b) the shares to be tendered must be delivered pursuant to the book-entry transfer procedures described in the Offer to Purchase and a Book-Entry Confirmation (as defined in Section 2 of the Offer to Purchase) must be received by the Depositary prior to the Expiration Date of the Offer; or (iii) the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase prior to the Expiration Date of the Offer.

      Under no circumstances will interest be paid on the Offer Price for shares of Superior common stock that are tendered in the Offer, regardless of any extension of, or amendment to, the Offer or any delay in paying for such shares.

      For purposes of the Offer and as used herein and in the Offer to Purchase, the term “Expiration Date” means 12:00 midnight, New York City time, on January 24, 2005, unless and until the Purchaser extends the period of time during which the Offer is open in accordance with the terms of the Merger Agreement, in which event the term “Expiration Date” will mean the latest time at which the Offer, as so extended by the Purchaser, will expire. Under the terms of the Merger Agreement, upon the written request of Superior prior to January 24, 2005, the Purchaser may extend the Offer for such period of time (not more than 15 business days) if the Minimum Condition or any other condition provided for in the Merger Agreement (the “Offer Conditions”) has not been satisfied or waived by 12:00 midnight, Eastern Standard Time, on January 24, 2005. In addition, if on any date as of which the Offer is scheduled to expire, any of the Offer Conditions has not been satisfied or waived, the Purchaser will, if Superior so requests in writing prior to the then-scheduled Expiration Date of the Offer, extend the Offer for such period of time (not more than 15 business days) as Superior requests, if all of the Offer Conditions are not satisfied but ACS reasonably believes such conditions are reasonably capable of being satisfied in such period.

      If the Purchaser extends the Offer, the Purchaser will inform the Depositary of that fact and will make a public announcement of the extension not later than 9:00 a.m., Eastern Standard Time, on the next business day after the previously scheduled Expiration Date of the Offer. During any such extension, all shares of Superior common stock previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering stockholder to withdraw such shares. Shares of Superior common stock that are tendered in the Offer may be withdrawn pursuant to the procedures described in the Offer to Purchase at any time prior to the Expiration Date of the Offer, and shares that are tendered may also be withdrawn at any time after February 21, 2005 unless accepted for payment on or before that date. In the event that the Purchaser provides for a subsequent offering period following the successful completion of the Offer, (i) no withdrawal rights will apply to shares tendered during such subsequent offering period and (ii) no withdrawal rights will apply to shares that were previously tendered in the Offer and accepted for payment.

      For a withdrawal of shares of Superior common stock previously tendered in the Offer to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses listed on the back cover of the Offer to Purchase, specifying the name of the person having tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such shares have been tendered by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agent’s Medallion Program, Nasdaq Stock Market Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each an “Eligible Institution”), any and all

3

signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If shares have been tendered pursuant to the book-entry transfer procedures described in Section 2 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase) to be credited with the withdrawn shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of shares may not be rescinded, and any shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. Withdrawn shares may be re-tendered in the Offer, however, by following one of the procedures described in Section 2 of the Offer to Purchase at any time prior to the Expiration Date of the Offer. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, ACS, Superior, the Depositary, Mellon Investor Services LLC, the information agent for the Offer (the “Information Agent”), or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

      Under Rule 14d-11 of the Securities Exchange Act of 1934, as amended, and subject to conditions described in the Offer to Purchase, the Purchaser may elect to provide for a subsequent offering period, immediately following the Expiration Date of the Offer, of not less than three business days nor more than 20 business days in length. If provided, a subsequent offering period would be an additional period of time, following the Expiration Date of the Offer and the acceptance for payment of, and the payment for, any shares of Superior common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date of the Offer, during which holders of shares of Superior common stock that were not previously tendered in the Offer may tender such shares to the Purchaser in exchange for the Offer Price on the same terms that applied to the Offer. A subsequent offering period is not the same as an extension of the Offer, which will have been previously completed if a subsequent offering period is provided. The Purchaser will accept for payment, and pay for, any shares of Superior common stock that are validly tendered to the Purchaser during a subsequent offering period, if provided, as promptly as practicable after any such shares are validly tendered to the Purchaser during such subsequent offering period, for the same price paid to holders of shares of Superior common stock that were validly tendered in the Offer and not withdrawn prior to the Expiration Date of the Offer, net to the holders thereof in cash. Holders of shares of Superior common stock that are validly tendered to the Purchaser during a subsequent offering period, if provided, will not have the right to withdraw such tendered shares.

      Superior has provided the Purchaser with a list, and security position listings, of Superior’s stockholders for the purpose of disseminating the Offer to holders of shares of Superior common stock. The Offer to Purchase, and the Letter of Transmittal and other materials related to the Offer will be mailed to record holders of shares of Superior common stock, and will be furnished to brokers, dealers, banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the list of Superior’s stockholders, or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of shares of Superior common stock.

      The receipt of cash in the Offer or the Merger will be a taxable transaction for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. All stockholders should consult with their own tax advisors as to the particular tax consequences of the Offer and the Merger to them, including the applicability and effect of the alternative minimum tax and any state, local or foreign income and other tax laws and of changes in such tax laws. For a description of certain U.S. federal income tax consequences of the Offer and the Merger, see Section 5 of the Offer to Purchase.

      The Purchaser expressly reserves the right (but will not be obligated), at any time and from time to time, to increase the Offer Price or to make any other changes in the terms of and conditions to the Offer, subject to the terms of the Merger Agreement, which provides that certain conditions may not be waived and certain modifications may not be made without the consent of Superior.

      The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

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      The Offer to Purchase and Letter of Transmittal contain important information and should be read carefully and in their entirety before any decision is made with respect to the Offer.

      Questions regarding the Offer, and requests for assistance in connection with the Offer, may be directed to the Information Agent as set forth below. Requests for copies of the Offer to Purchase, the Letter of Transmittal and all other materials related to the Offer may be directed to the Information Agent as set forth below. No fees or commissions will be payable to brokers, dealers or other persons (other than the Information Agent, as described in the Offer to Purchase) for soliciting tenders of shares of Superior common stock in the Offer.

The Information Agent and Depositary for the Offer is:

MELLON INVESTOR SERVICES LLC

85 Challenger Road

Ridgefield Park, NJ 07660

Call Toll Free: (866) 768-4955

December 23, 2004

5 EX-99.(D)(1) 8 d21042exv99wxdyx1y.txt AGREEMENT AND PLAN OF MERGER EXHIBIT (d)(1) EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED DECEMBER 17, 2004 BY AND AMONG AFFILIATED COMPUTER SERVICES, INC. ACS MERGER CORP. AND SUPERIOR CONSULTANT HOLDINGS CORPORATION EXECUTION VERSION TABLE OF CONTENTS

Page ---- SECTION 1. THE OFFER................................................................................... 2 1.1 Conduct of the Offer........................................................................ 2 1.2 Company Actions............................................................................. 4 1.3 Board of Directors.......................................................................... 5 1.4 Top-Up Option............................................................................... 6 SECTION 2. MERGER TRANSACTION.......................................................................... 7 2.1 Merger of Acquisition Sub into the Company.................................................. 7 2.2 Effect of the Merger........................................................................ 7 2.3 Closing; Effective Time..................................................................... 8 2.4 Certificate of Incorporation and Bylaws; Directors and Officers............................. 8 2.5 Conversion of Shares........................................................................ 9 2.6 Surrender of Certificates; Stock Transfer Books............................................. 9 2.7 Shares Subject to Appraisal Rights.......................................................... 11 2.8 Additional Actions.......................................................................... 12 SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY............................................... 12 3.1 Organization................................................................................ 12 3.2 Capital Stock and Ownership................................................................. 13 3.3 Financial and Corporate Records............................................................. 14 3.4 Compliance with Law......................................................................... 14 3.5 SEC Filings................................................................................. 16 3.6 Title to Assets; Condition and Sufficiency.................................................. 18 3.7 Obligations................................................................................. 19 3.8 Operations Since September 30, 2004......................................................... 19 3.9 Tangible Property........................................................................... 20 3.10 Real Property............................................................................... 20 3.11 Environmental Matters....................................................................... 21 3.12 Intellectual Property....................................................................... 21 3.13 Contracts................................................................................... 23 3.14 Employees; Labor Matters.................................................................... 24 3.15 Employee Benefit Matters.................................................................... 25

EXECUTION VERSION

Page ---- 3.16 Taxes....................................................................................... 27 3.17 Proceedings and Judgments................................................................... 29 3.18 Related Party and Affiliate Transactions.................................................... 29 3.19 Effect of Agreement; Inapplicability of Anti-takeover Statutes.............................. 29 3.20 Board Recommendation; Vote Required......................................................... 30 3.21 Non-Contravention; Consents................................................................. 30 3.22 Fairness Opinion............................................................................ 32 3.23 Financial Advisory and Other Fees........................................................... 32 3.24 Disclosure.................................................................................. 32 3.25 Subcontractors.............................................................................. 32 3.26 Business Relationships...................................................................... 33 3.27 Proposals and Pipeline...................................................................... 33 3.28 Insurance................................................................................... 33 SECTION 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB................................ 34 4.1 Due Organization............................................................................ 34 4.2 Authority; Binding Nature of Agreement...................................................... 34 4.3 Non-Contravention; Consents................................................................. 34 4.4 Disclosure.................................................................................. 34 4.5 Funds....................................................................................... 35 4.6 Litigation.................................................................................. 35 4.7 Brokers..................................................................................... 35 SECTION 5. CERTAIN COVENANTS OF THE COMPANY............................................................ 35 5.1 Access and Investigation.................................................................... 35 5.2 Operation of the Company's Business......................................................... 36 5.3 No Solicitation............................................................................. 40 SECTION 6. ADDITIONAL COVENANTS OF THE PARTIES......................................................... 43 6.1 Stockholder Approval; Proxy Statement....................................................... 43 6.2 Regulatory Approvals........................................................................ 43 6.3 Stock Options............................................................................... 44 6.4 Employee Benefits........................................................................... 45 6.5 Indemnification of Officers and Directors................................................... 46 6.6 Additional Agreements....................................................................... 47

EXECUTION VERSION ii

Page ---- 6.7 Disclosure.................................................................................. 47 6.8 Change of Control Payments.................................................................. 47 6.9 Aprahamian Notes............................................................................ 47 6.10 Resignation of Officers and Directors....................................................... 48 6.11 General Cooperation......................................................................... 48 SECTION 7. CONDITIONS PRECEDENT TO THE MERGER.......................................................... 48 7.1 Stockholder Approval........................................................................ 48 7.2 No Restraints............................................................................... 48 7.3 Consents, Approvals......................................................................... 48 7.4 Waiting Period.............................................................................. 48 7.5 Consummation of Offer....................................................................... 48 SECTION 8. TERMINATION................................................................................. 48 8.1 Termination................................................................................. 48 8.2 Effect of Termination....................................................................... 49 8.3 Expenses; Termination Fees.................................................................. 50 SECTION 9. MISCELLANEOUS PROVISIONS.................................................................... 51 9.1 Amendment................................................................................... 51 9.2 Waiver...................................................................................... 52 9.3 No Survival of Representations and Warranties............................................... 52 9.4 Entire Agreement; Counterparts; No Third Party Beneficiaries................................ 52 9.5 Applicable Law; Jurisdiction................................................................ 52 9.6 Headings.................................................................................... 52 9.7 Attorneys' Fees............................................................................. 53 9.8 Assignability............................................................................... 53 9.9 Notices..................................................................................... 53 9.10 Cooperation................................................................................. 54 9.11 Severability................................................................................ 54 9.12 Interpretation of Representations........................................................... 54 9.13 Bankruptcy Qualification.................................................................... 54 9.14 Construction................................................................................ 54

EXECUTION VERSION iii EXHIBITS Exhibit A -- Definitions Exhibit B -- List of Persons Entering into Tender and Voting Agreement Exhibit C -- List of Consents Annex I -- Conditions of the Offer EXECUTION VERSION AGREEMENT AND PLAN OF MERGER PARTIES: AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("PARENT") 2828 North Haskell Avenue Dallas, Texas 75204 ACS MERGER CORP., a Delaware corporation ("ACQUISITION SUB") 2828 North Haskell Avenue Dallas, Texas 75204 SUPERIOR CONSULTANT HOLDINGS CORPORATION, a Delaware corporation (the "COMPANY") 5225 Auto Club Drive Dearborn, Michigan 48126 DATE: December 17, 2004 BACKGROUND A. The respective boards of directors of Parent, Acquisition Sub and the Company have each determined that it is advisable and in the best interests of their respective stockholders for Parent to acquire the Company upon the terms and provisions of and subject to the conditions set forth in this Agreement. B. It is proposed that Acquisition Sub make a cash tender offer (the "OFFER") for all of the outstanding shares of common stock, $.01 par value per share of the Company ("COMPANY COMMON STOCK") at $8.50 per share (such amount, or any greater per share amount paid pursuant to the Offer, subject to Section 1.1(e), being the "PER SHARE AMOUNT"), upon the terms and provisions of and subject to the conditions of this Agreement. C. In furtherance of the acquisition of the Company by Parent, the respective boards of directors of Parent, Acquisition Sub and the Company have each approved a merger (the "MERGER") of Acquisition Sub with and into the Company, with the Company as the surviving corporation, upon the terms and provisions of and subject to the conditions set forth in this Agreement. D. By resolutions duly adopted, the Company Board has unanimously, in light of and subject to the terms and conditions hereof: (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Stockholders and (ii) resolved to recommend that the Company Stockholders accept the Offer and tender their shares pursuant to the Offer and adopt this Agreement. E. In order to induce Parent and Acquisition Sub to enter into this Agreement and to consummate the transactions contemplated hereby, concurrently with the execution and delivery EXECUTION VERSION of this Agreement, certain of the stockholders of the Company set forth on Exhibit B hereto are executing a tender and voting agreement in favor of Parent and Acquisition Sub (the "TENDER AND VOTING AGREEMENT"). F. Unless the context clearly indicates otherwise, capitalized terms used herein shall have the meanings set forth in Exhibit A hereto. NOW THEREFORE, in consideration of the mutual agreements contained herein and subject to the satisfaction of the terms and conditions set forth herein, the parties hereto agree as follows: Section 1. THE OFFER 1.1 Conduct of the Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8 hereof and that none of the events or circumstances set forth in Annex I shall have occurred or exist (excluding the events or circumstances set forth in paragraph "(a)" in Annex I), as promptly as practicable, and in any event not later than five Business Days after the date of this Agreement, Parent shall cause Acquisition Sub to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) Subject to the terms and conditions of the Offer and this Agreement, Parent shall cause Acquisition Sub to accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer at the earliest time following the initial Expiration Date at which time all conditions of the Offer shall have been satisfied or waived by Acquisition Sub, and, thereafter, Acquisition Sub shall accept for payment all additional shares of Company Common Stock validly tendered during any Subsequent Offering Period to the extent Parent and Acquisition Sub determine to provide a Subsequent Offering Period in connection with the Offer; provided that Parent and Acquisition Sub are permitted to do so pursuant to Section 1.1(c), provided, further, the obligation of Acquisition Sub to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject to (i) the condition that there shall be validly tendered and not withdrawn a number of shares of Company Common Stock (including the shares tendered under the Tender and Voting Agreement) that immediately prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the Fully Diluted Number of Company Shares (the "MINIMUM CONDITION") and (ii) the other conditions set forth in Annex I. Acquisition Sub expressly reserves the right in its sole discretion to increase the Per Share Amount, to waive (in whole or in part) any of the conditions of the offer set forth in Annex I or to make any other changes in the terms and conditions of the Offer; provided that (A) without the prior written consent of the Company, which may be withheld in the Company's sole discretion: (1) the Minimum Condition may not be increased and (2) no change may be made that changes the form of consideration to be paid, that reduces the Per Share Amount or that changes the number of shares of Company Common Stock sought in the Offer, or imposes any additional material conditions to the Offer in addition to the Minimum Condition and the conditions set forth in Annex I; and (B) without the prior written consent of the Company, which may not be unreasonably withheld, delayed or conditioned: (1) except for EXECUTION VERSION 2 the extensions and/or Subsequent Offering Periods provided for in Section 1.1(c), no change may be made that extends the expiration date of the Offer beyond the initial expiration date of the Offer and (2) no change may be made that amends any other terms of the Offer in a manner materially adverse to the Company Stockholders, when taken as a whole with all other changes and amendments. Simultaneously with the acceptance for payment of any shares in the Offer, Parent shall cause Acquisition Sub to deposit with the Paying Agent immediately available cash funds sufficient to pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. (c) Subject to the terms and conditions thereof, the Offer shall remain open until midnight, Eastern time, on the date that is 20 Business Days after the date the Offer is commenced (the initial "EXPIRATION DATE," and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an "EXPIRATION DATE"); provided, however, that, without the consent of the Company, Acquisition Sub may (i) extend the Offer for one or more periods of not more than five Business Days not to exceed an aggregate of 15 Business Days if, at the scheduled Expiration Date, any of the conditions of the Offer shall not have been satisfied or waived until such time as such conditions are satisfied or waived to the extent permitted by this Agreement; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the SEC staff thereof applicable to the Offer or (iii) extend the Offer for one subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) (a "SUBSEQUENT OFFERING PERIOD") for three to 20 Business Days in order to acquire at least 90% of the outstanding shares of Company Common Stock or otherwise. Upon the written request of the Company, Parent agrees to cause Acquisition Sub to extend the Offer for one or more periods not to exceed an aggregate of 15 Business Days, if, as of any Expiration Date, all of the conditions of the Offer are not satisfied, but Parent reasonably believes that such conditions are reasonably capable of being satisfied in such period. Parent and Acquisition Sub shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment, and pay for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of the shares of Company Common Stock for payment pursuant to the Offer and this Agreement. (d) On the date of commencement of the Offer, Parent and Acquisition Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer which will contain the offer to purchase shares of Company Common Stock pursuant to the Offer (the "OFFER STATEMENT") and related letter of transmittal and other ancillary offer documents and instruments and (ii) use all commercially reasonable efforts to cause the Offer Statement and related documents and instruments to be disseminated to Company Stockholders in accordance in all material respects with applicable United States federal securities laws. Parent and Acquisition Sub agree that they shall use all commercially reasonable efforts to cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the "OFFER DOCUMENTS") to comply in all material respects with the Exchange Act, the Securities Act and the rules and regulations thereunder and other applicable Law. The Company, Parent and Acquisition Sub will use their respective commercially reasonable efforts to comply in all material respects with the applicable requirements of the United States federal securities laws. The information provided and to be provided by the Company, Parent and Acquisition Sub for EXECUTION VERSION 3 use in the Offer Documents shall not, on the date filed with the SEC and on the date first published or sent or given to the Company Stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that (A) no representation is made by Parent or Acquisition Sub with respect to the information supplied by the Company for inclusion in the Offer Documents and (B) no representation is made by the Company with respect to the information supplied by Parent or Acquisition Sub for inclusion in the Offer Documents. Each of Parent, Acquisition Sub and the Company shall use all commercially reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to correct promptly any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent, Acquisition Sub and the Company shall take all steps necessary to cause the Offer Documents as supplemented or amended to correct such information to be filed with the SEC and to be disseminated to Company Stockholders, in each case as and to the extent required by applicable United States federal securities laws. The Company shall promptly furnish to Parent and Acquisition Sub all information concerning the Acquired Companies and the Company Stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(d). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any amendment thereto) prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to provide the Company and its counsel with any comments that Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments and prior to their response to such comments. (e) If, between the date of this Agreement and the date on which any particular share of Company Common Stock is accepted for payment pursuant to the Offer, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Per Share Amount shall be appropriately adjusted to reflect such change or transaction. 1.2 Company Actions. (a) The Company hereby approves of and consents to the Offer. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation, subject to the right of the Company Board to withdraw, modify or amend the Company Board Recommendation in accordance with the provisions of Section 5.3. (b) As promptly as practicable but no more than five Business Days after the day that the Offer is commenced, the Company shall file with the SEC and (following or contemporaneously with the dissemination of the Offer Statement and related documents) disseminate to Company Stockholders, in each case as and to the extent required by applicable United States federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements thereto, the "SCHEDULE 14D-9") that shall contain the Company Board Recommendation. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the EXECUTION VERSION 4 Exchange Act and the rules and regulations thereunder and other applicable Law. Each of Parent, Acquisition Sub and the Company agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as supplemented or amended to correct such information to be filed with the SEC and to be disseminated to Company Stockholders, in each case as and to the extent required by applicable United States federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment thereto) prior to the filing thereof with the SEC. The Company agrees to provide Parent and its counsel with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. (c) The Company will, or will cause its transfer agent to, promptly furnish Parent and Acquisition Sub with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all Company Stockholders of record and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Acquisition Sub may reasonably request in connection with the Offer and the Merger. Except as required by applicable Laws, and except as necessary to disseminate and communicate the Offer, the Merger or the transactions contemplated by this Agreement to the Company Stockholders, Parent and Acquisition Sub (and their respective representatives) shall hold in confidence the information contained in any such labels, listings and files to the extent required by the Confidentiality Agreement. 1.3 Board of Directors. (a) Promptly upon the acceptance of and deposit of funds for payment in accordance with Section 1.1(b) for at least a majority of the shares of Company Common Stock outstanding by Parent, Acquisition Sub or any of their Affiliates pursuant to and in accordance with the terms of the Offer and this Agreement and from time to time thereafter, and subject to Section 1.3(c), Parent shall be entitled to designate up to such number of directors, rounded to the nearest whole number constituting at least a majority of the directors, on the Company Board as will give Parent representation on the Company Board equal to the product of the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that such number of shares of Company Common Stock so purchased bears to the total number of outstanding shares of Company Common Stock, and the Company shall use all commercially reasonable efforts to, upon Parent's request, promptly, at Parent's election, either increase the size of the Company Board or secure the resignation of such number of directors as is necessary to enable Parent's designees to be elected to the Company Board and to cause Parent's designees to be so elected. At such times, subject to this Section 1.3, the Company will cause individuals designated by Parent to constitute a majority of each committee of the Company Board (other than the Company's audit committee); provided that such designees of Parent shall not be designated to any committee of the Company Board established to take action under this Agreement, which committee shall be composed only of Independent Directors. EXECUTION VERSION 5 (b) The Company's obligation to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. The Company promptly shall take all action required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.3, and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required pursuant to such Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.3 and the United States federal securities laws; provided that Parent shall have provided to the Company prior to the filing with the SEC of the Schedule 14D-9 the information and consents with respect to Parent and Acquisition Sub and its designees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Parent will supply to the Company in writing any information with respect to itself and its nominees, officers, directors and Affiliates required under the Exchange Act pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. (c) In the event that Parent's designees are elected or designated to the Company Board then, until the Effective Time, the Company shall cause the Company Board to have at least three directors who are directors on the date of this Agreement, including at least three directors who are (i) selected by such current directors; and (ii) independent directors for purposes of the continued listing requirements of Nasdaq (such directors, the "INDEPENDENT DIRECTORS"); provided, however, that, if any Independent Director is unable to serve due to death or disability or any other reason, the remaining Independent Directors shall be entitled to elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided that no such individual is an employee of the Company or its Subsidiaries) to fill the vacancy, and such director (or directors) shall be deemed to be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate three individuals who are directors on the date of this Agreement, provided that such individuals shall not be employees, officers, directors or Affiliates of the Company, Parent or Acquisition Sub (or, in the event there shall be less than two directors available to fill the vacancies as a result of such individuals' deaths, disabilities or refusals to serve, such smaller number of individuals who are directors on the date of this Agreement) to fill the vacancies and such directors shall be deemed Independent Directors for purposes of this Agreement. Following the Appointment Time and prior to the Effective Time, Parent and Acquisition Sub shall cause any amendment of this Agreement, any amendment of the Company Certificate or the Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Acquisition Sub or Parent or waiver of any of the Company's rights under this Agreement or other action adversely affecting the rights of the Company Stockholders (other than Parent or Acquisition Sub), not to be effected without the affirmative vote of a majority of the Independent Directors. Following the Appointment Time and prior to the Effective Time, neither Parent nor Acquisition Sub shall take any action to remove any Independent Director absent cause. 1.4 Top-Up Option. (a) The Company hereby grants to Parent and Acquisition Sub an irrevocable option (the "TOP-UP OPTION") to purchase, at a price per share equal to the Per Share Amount, a number of shares of Company Common Stock (the "TOP-UP OPTION SHARES") that, when added EXECUTION VERSION 6 to the number of shares of Company Common Stock owned by Parent, Acquisition Sub or any wholly-owned Subsidiary of Parent or Acquisition Sub at the time of exercise of the Top-Up Option, constitutes one share of Company Common Stock more than 90% of the Fully Diluted Number of Company Shares after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by Parent or Acquisition Sub, in whole or in part, at any time on or after the first date on which Acquisition Sub accepts any shares of Company Common Stock for payment pursuant to the Offer (the "ACCEPTANCE DATE") and on or prior to the tenth Business Day after the later of (i) the Acceptance Date or (ii) the expiration of any Subsequent Offering Period; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (A) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (B) the issuance of Top-Up Option Shares pursuant to the Top-Up Option would not require approval of the Company Stockholders under applicable Law (including, without limitation, Nasdaq rules and regulations, including Section 4350(i)(1)(D)), and (C) Acquisition Sub has accepted for payment and in accordance with Section 1.1(b) paid for all shares of Company Common Stock validly tendered in the Offer and not withdrawn. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with applicable Law, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. (b) In the event Parent or Acquisition Sub wishes to exercise the Top-Up Option, Parent shall so notify the Company in writing and shall set forth in such notice (i) the number of shares of Company Common Stock that are expected to be owned by Parent, Acquisition Sub or any wholly-owned Subsidiary of Parent or Acquisition Sub immediately preceding the purchase of the Top-Up Option Shares and (ii) a place and time for the closing of the purchase of the Top-Up Option Shares. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Acquisition Sub of the number of shares of Company Common Stock then outstanding and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, Parent or Acquisition Sub, as the case may be, shall pay the Company the aggregate price required to be paid for the Top-Up Option Shares, and the Company shall cause to be issued to Parent or Acquisition Sub, as the case may be, one or more certificates, as required by Parent or Acquisition Sub, as the case may be, representing the Top-Up Option Shares. Section 2. MERGER TRANSACTION 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), at the Effective Time, Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue its existence under the laws of the State of Delaware as a wholly-owned Subsidiary of Parent. The Company, in its capacity as the corporation surviving the Merger, is hereinafter sometimes referred to as the "SURVIVING CORPORATION." 2.2 Effect of the Merger. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. Without limiting the generality of the EXECUTION VERSION 7 foregoing, and subject thereto, at the Effective Time, all properties, rights, privileges and powers of the Company and Acquisition Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of the Company and Acquisition Sub shall become debts, liabilities, obligations and duties of the Surviving Corporation. 2.3 Closing; Effective Time. Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Section 8, the consummation of the Merger (the "CLOSING") shall take place at the offices of Fulbright & Jaworski L.L.P., 2200 Ross Ave., Suite 2800, Dallas, Texas 75201, at 10:00 a.m., Dallas time, on a date to be designated by Parent (the "CLOSING DATE"), which shall be no later than the fifth Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 7 (other than delivery of items to be delivered at the Closing and other than those conditions that by their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), unless another date, time or place is agreed to in writing by the parties hereto, provided that the Closing shall be delayed if and only for so long as reasonably necessary if a banking moratorium, act of terrorism or war (whether or not declared) affecting United States banking or financial markets generally prevents the Closing. Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL (the "CERTIFICATE OF MERGER") shall be duly executed by the Company and filed with the Secretary of State of the State of Delaware as promptly as possible on the Closing Date. The Merger shall become effective upon the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as is specified in the Certificate of Merger (the "EFFECTIVE TIME"). Notwithstanding anything herein to the contrary, in the event that Acquisition Sub shall acquire at least 90% of the outstanding shares of Company Common Stock, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the Company Stockholders, in accordance with Section 253 of the DGCL as promptly as practicable. 2.4 Certificate of Incorporation and Bylaws; Directors and Officers. Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Merger shall provide that, at the Effective Time, the Surviving Corporation's certificate of incorporation as in effect immediately prior to the Effective Time shall be amended as of the Effective Time so as to contain the provisions, and only the provisions, contained immediately prior thereto in Acquisition Sub's certificate of incorporation, except for Article I thereof, which shall read "The name of the corporation is "SUPERIOR CONSULTANT HOLDINGS CORPORATION" (the "SURVIVING CHARTER"), until amended in accordance with the DGCL; (b) at the Effective Time the bylaws of Acquisition Sub in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation (the "SURVIVING BYLAWS"), until amended in accordance with the Surviving Charter, the Surviving Bylaws or the DGCL and the Company shall take all requisite action necessary to effect the foregoing; EXECUTION VERSION 8 (c) the directors of Acquisition Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; and (d) the officers of Acquisition Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. 2.5 Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Acquisition Sub, the Company or any stockholder of the Company: (i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company's treasury) or owned by Acquisition Sub or Parent or any of their respective affiliates shall automatically be canceled and shall cease to exist, and no cash or other consideration shall be delivered in exchange therefor; (ii) each share of Company Common Stock that is issued and outstanding immediately prior to the Effective time (other than the Dissenting Shares (as defined below) or shares of Company Common Stock cancelled pursuant to Section 2.5(a)(i)) shall be canceled and extinguished and converted into the right to receive the Per Share Amount (the "MERGER CONSIDERATION"), without interest; and (iii) each of the shares of the common stock, $0.01 par value per share, of Acquisition Sub then outstanding shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and such newly issued shares shall thereafter constitute all of the issued and outstanding Surviving Corporation capital stock. (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be appropriately adjusted to reflect such change or transaction. 2.6 Surrender of Certificates; Stock Transfer Books. (a) Mellon Investor Services LLC, or such other bank or trust company designated by Parent prior to the Effective Time and reasonably acceptable to the Company, shall act as agent (the "PAYING AGENT") for the applicable Company Stockholders to receive the funds to which holders of such shares shall become entitled pursuant to Section 2.5(a)(ii). Such funds shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation in (i) obligations of or guaranteed by the United States, (ii) commercial paper rated A-1, P-1 or A-2, P-2, and (iii) certificates of deposit, bank repurchase agreements and bankers acceptances of any EXECUTION VERSION 9 bank or trust company organized under federal Laws or the Laws of any state of the United States or District of Columbia that has capital, surplus or undivided profits of at least $500,000,000 or in money market funds which are invested substantially in such investments. Earnings from such investments shall be the sole and exclusive property of Parent and the Surviving Corporation, and no part of such earnings shall accrue to the benefit of Company Stockholders. Until surrendered in accordance with the provisions of this Section 2.6, each certificate that immediately prior to the Effective Time represented any shares of Company Common Stock (a "CERTIFICATE") (other than Certificates representing shares owned by Parent, Acquisition Sub or any other Subsidiary of Parent, shares held by the Company and Dissenting Shares) shall represent for all purposes, from and after the Effective Time, only the right to receive the applicable Merger Consideration. (b) Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each Person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Merger Consideration pursuant to Section 2.5, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to promptly receive, in exchange therefor the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If the payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing shares of Company Common Stock is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of Acquisition Sub that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.6(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Per Share Amount for each share of Company Common Stock formerly evidenced by such Certificate. If any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration for each share of Company Common Stock formerly evidenced by such Certificate, require the owner of such lost, stolen or destroyed Certificate to provide an appropriate affidavit of that fact and to deliver a bond (in such sum as Parent may reasonably direct, but not more than market value plus a reasonable sum to cover applicable costs incurred by Parent or Surviving Corporation) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Certificate. EXECUTION VERSION 10 (c) At any time following the sixth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to Company Stockholders (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it), and, thereafter, such holders shall thereafter look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them, without any interest or dividends thereon. Notwithstanding the foregoing, to the fullest extent permitted by Law, none of the Surviving Corporation, Parent or the Paying Agent shall be liable to any holder of a share of Company Common Stock for any Merger Consideration delivered in respect of such share to a public official pursuant to any abandoned property, escheat or other similar law. If any Certificates shall not have been surrendered upon the fifth anniversary of the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Body), any amounts payable in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (d) The consideration issued upon the surrender of the Certificates in accordance with this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented thereby. Subject to Section 2.5(a)(iii), at the close of business on the day of the Effective Time, the stock transfer books of the Company with respect to the shares of Company Common Stock shall be closed and thereafter there shall be no further registration of transfers of shares of Company Common Stock on the records of the Company. From and after the Effective Time, the Company Stockholders outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by applicable Law. (e) Each of the Surviving Corporation, Parent and Acquisition Sub shall be entitled to deduct and withhold (or cause the Paying Agent to deduct and withhold) from the consideration otherwise payable in the Merger to any holder of shares of Company Common Stock such amounts as it is required to deduct and withhold with respect to Taxes. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made. 2.7 Shares Subject to Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the provisions of Section 262 of the DGCL are, or prior to the Effective Time become, applicable to the Merger, any shares of Company Common Stock that as of the Effective Time are held by any Company Stockholder that is entitled to demand and properly demands appraisal rights under Section 262 of the DGCL with respect to such shares (the "DISSENTING SHARES") shall not be converted into or represent the right to receive the Merger Consideration in accordance with Section 2.5(a), but instead such Company Stockholder shall be entitled only to such rights as may be granted by Section 262 of the DGCL; provided, however, EXECUTION VERSION 11 that if such appraisal rights shall not be perfected or the holders of such shares shall otherwise lose their appraisal rights with respect to such shares under Section 262 of the DGCL or otherwise, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such rights, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) the Merger Consideration in accordance with Section 2.5(a). (b) The Company shall give Parent (i) prompt notice of any written demand received by the Company prior to the Effective Time to require the Company to purchase the Dissenting Shares pursuant to Section 262 of the DGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Parent shall have consented in its sole discretion in writing to such payment or settlement offer. 2.8 Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, bills of sale, assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of the Company or (b) otherwise carry out the provisions of this Agreement, the Company shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, bills of sale, assignments or assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement, and the officers and directors of the Surviving Corporation are authorized in the name of the Company to take any and all such action. Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Company Disclosure Letter, the Company represents and warrants to Parent and Acquisition Sub as follows: 3.1 Organization. Each of the Company and its Subsidiaries is an Entity duly organized, validly existing and in good standing under the Law of the jurisdiction of its incorporation or organization with all requisite corporate power and authority to own its Assets and to conduct its business as and where presently conducted. Each of the Company and its Subsidiaries is duly qualified or registered to do business in each jurisdiction (whether federal, state, local or foreign) where such qualification or registration is required by applicable Law, except where the failure to be so qualified or registered would not, individually or in the aggregate, have a Material Adverse Effect. The following information for each of the Company's Subsidiaries is set forth in Section 3.1 to the Company Disclosure Letter, as applicable: (a) its name, type of entity and jurisdiction of incorporation or organization; (b) each jurisdiction (whether federal, state, local or foreign) in which such Subsidiary is qualified to conduct business and an indication of whether such Subsidiary is in good standing in each such jurisdiction and (c) its authorized capital stock or share capital and the number of issued and EXECUTION VERSION 12 outstanding shares (or other equity interests) and the record owner(s) thereof. Neither the Company nor any of its Subsidiaries has agreed or is obligated to make, or is bound by any Contract under which it may become obligated to make, any future equity or similar investment in or capital contribution to any other Person. True, correct and complete copies of certificates of incorporation, bylaws and other organization and related documents of the Company and of each of the Company's Subsidiaries have been provided to Parent. 3.2 Capital Stock and Ownership. (a) The authorized capital stock of the Company consists of 30,000,000 shares of Company Common Stock of which (i) 10,551,530 shares were issued and outstanding as of November 30, 2004 and (ii) 469,250 shares were held by the Company in its treasury. The Company is the sole record and beneficial owner of all of the shares of capital stock or other equity interest of each of its Subsidiaries and it has good and marketable title to such shares, free and clear of any Encumbrances other than as provided by applicable United States federal and state securities Laws. There are no shares of Company Common Stock held by any of the Company's Subsidiaries. None of the outstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company. There is no Contract to which the Company or the Company's Subsidiaries is a party or by the Company or any of the Company's Subsidiaries or any of their business or Assets is bound relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Common Stock. None of the Company or the Company's Subsidiaries is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. Since September 30, 2004, the Company has not repurchased, redeemed or otherwise acquired any shares of Company Common Stock. The Company directly owns all of the outstanding shares of capital stock of Superior Consultant Company, Inc., a Michigan corporation ("OPERATING SUB"). Operating Sub directly owns all of the outstanding shares of capital stock (or other ownership or equity interests) of each of its Subsidiaries. Other than (i) the Company's direct or indirect ownership of its Subsidiaries and (ii) the Company's shares of capital stock held in its treasury, neither the Company nor any of its Subsidiaries owns any equity securities, or securities convertible into equity securities, of any other Person. (b) There are 4,792,241 shares of Company Common Stock issuable pursuant to the exercise of outstanding options issued under the Company's Stock Option Plans and under outstanding warrants (collectively, "COMPANY OPTIONS"). Section 3.2(b) to the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of the name of each holder of a Company Option, the number of outstanding Company Options held by such holder, the grant date thereof, the number of shares of Company Common Stock such holder is entitled to receive upon exercise thereof, the exercise price, the vesting schedule, whether such Person was an employee at the time of grant, and whether the Company Option is intended to qualify as an "incentive stock option" (within the meaning of Section 422 of the Code). The Company has delivered to Parent and Acquisition Sub true, correct and complete copies of the Company's Stock Option Plans and all forms and variations of each agreement used under the EXECUTION VERSION 13 Company's Stock Option Plans and all other Company Options. Since October 25, 2004, the Company has not granted any Company Options. (c) Except for the Company Options, there are no outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Company or any of the Company's Subsidiaries. (d) There are no (i) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Company (or any of the Company's Subsidiaries) other than the Company Options; (ii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or Contract under which Company (or any of the Company's Subsidiaries) is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; (iii) outstanding stock appreciation rights or similar derivative securities or rights of or by the Company (or any of the Company's Subsidiaries); (iv) bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which Company Stockholders may vote; (v) obligations by the Company or any of the Company's Subsidiaries to make any payments based on the price or value of the shares of Company Common Stock or (vi) outstanding obligations requiring the Company to give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the Company Stockholders or any rights to participate in the equity or net income of the Company. (e) All of the issued and outstanding shares of capital stock of each of the Company and the Company's Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable. The issuance and sale of all of the shares of capital stock described in Section 3.2(a) have been in compliance in all material respects with United States federal and state securities laws. 3.3 Financial and Corporate Records. The Company has delivered to Parent an accurate and complete list, as of the date of the Agreement, of all bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes of each of the Acquired Companies, and the names of all officers, employees or other individuals who have access thereto or are authorized to make withdrawals therefrom or dispositions thereof. 3.4 Compliance with Law. (a) The operations of each of the Acquired Companies, the conduct of the business of each of the Acquired Companies, and the ownership, possession and use of the Assets of each of the Acquired Companies are in compliance, and at all times since January 1, 2001 have been in compliance, with all applicable Laws, except where the failure to comply would not reasonably be expected to result in a Material Adverse Effect. From January 1, 2001 through the date of this Agreement, none of the Company or its Subsidiaries has received any notice from any Governmental Body regarding any actual or possible material violation of, or material failure to comply with, any Law. No material Governmental Authorizations are necessary for the Acquired Companies to conduct their business as and where presently conducted or to own their Assets. EXECUTION VERSION 14 (b) Without limiting Section 3.4(a), none of the Company, its Subsidiaries, or any of their respective officers, directors, employees, agents and/or representatives have directly or indirectly (i) offered, paid or received any remuneration, in cash or in kind, to or made any financial arrangements with, any past or present customers, past or present suppliers, contractors or third party payors in order to obtain business or payments from such Persons where either the remuneration or financial arrangement is illegal under applicable Laws; (ii) given or agreed to give or is aware that there has been made or there is any agreement to make any material gift or gratuitous payment of any kind nature or description to any customer or potential customer supplier or potential supplier, contractor or third party payor or any other Person where either the gift or gratuitous payment is illegal under applicable Laws; (iii) made or agreed to make or is aware that there has been made or that there is any agreement to make, any material contribution, payment or gift of funds or property to or for the private use of any governmental official, employee or agent where either the contribution, payment or gift is illegal under applicable Laws; (iv) made, or agreed to make or is aware that there has been made or that there is any agreement to make any material payment to any Person with the intention or understanding that any part of such payment would be used for any purpose other than that described in the document supporting such payment where the payment is illegal under applicable Laws and/or (v) conducted business other than in compliance in all material respects with all applicable anti-kickback or patient or healthcare solicitation laws and regulations, including but not limited to 42 U.S.C. 1320a-7b(b), as amended, or any applicable state anti-kickback or other similar state or federal Laws. (c) Without limiting Section 3.4(a), to the Company's knowledge, the activities of each of the Company, its Subsidiaries, and any of their respective officers, directors, agents and employees have complied in all material respects, and the operations of each of the Company and its Subsidiaries have complied in all material respects, with all applicable Laws governing corrupt or illicit business practices, including, without limitation, laws dealing with improper or illegal payments, gifts or gratuities and/or the payment of money or anything of value directly or indirectly to any Person (whether a government official or private individual) for the purpose of illegally inducing any Person or government official, or political party or official thereof, or any candidate for any such position, in making any decision or illegally assisting any Person in obtaining or retaining business or taking any other action favorable to such Person, and/or dealing with business practices in relation to investments outside of the United States (including, by way of example, if applicable, the United States Foreign Corrupt Practices Act, as amended). None of the Company, its Subsidiaries or any of their respective directors, officers, agents or employees of the Company or any of its Subsidiaries has, in connection with the conduct of the business of the Company and its Subsidiaries, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) established or maintained any unrecorded fund or asset for any purpose or made any false entries on the books and records of the Company or any Subsidiary for any reason; (iii) paid or delivered any fee, commission or any other sum of money or item of property, however characterized, to any finder, agent, government official or other party, in the United States or any other country, which in any manner relates to the assets, business or operations of the Company or any of its Subsidiaries in violation of any United States federal, state, local or foreign Law or (iv) made any other unlawful payment. The internal accounting controls and procedures of the Company and its Subsidiaries are sufficient to cause compliance in all material respects with the United States Foreign Corrupt Practices Act, as amended. EXECUTION VERSION 15 (d) Without limiting Section 3.4(a), the Acquired Companies have been in compliance in all material respects with the applicable provisions of HIPAA, including the Privacy Standards, the Electronic Transactions Standards and the Security Standards promulgated under the Administrative Simplifications subtitle. The Company and each of its Subsidiaries have appropriately documented in all material respects, each business associate or other agreement governing the use or disclosure of protected health information (as such terms are used in HIPAA) and none of the Acquired Companies, and to the Company's knowledge is any other party, in violation of or in default in respect of, nor has there occurred an event or condition that with the passage of time or giving of notice would constitute a default or violation of any business associate or similar agreement. No complaint or action has ever been filed with the U.S. Department of Health and Human Services Office of Civil Rights or with any other Governmental Body relating to the violation by the Acquired Companies (or to the Company's knowledge, under any system designed by the Acquired Companies for any of their customers) of privacy laws or the electronic transmission of health information. None of the Acquired Companies, and to the Company's knowledge, none of their respective officers, employees or agents have been excluded from participation in any governmental program, including any state or federal healthcare program or been a party to any action or Proceeding concerning exclusion from any governmental program. The Company and its Subsidiaries have adopted appropriate policies, procedures or compliance plans to ensure adherence in all material respects to HIPAA and other federal or state privacy laws applicable to the Company and its Subsidiaries. None of the Acquired Companies, or to the Company's knowledge, any of their respective officers, employees or agents have been or are currently subject to a Corporate Integrity Agreement with the Officer of Inspector General or similar agreement with a Governmental Body. 3.5 SEC Filings. (a) All statements, reports, schedules, forms and other documents required to have been filed by the Company with the SEC under the Exchange Act or the Securities Act since January 1, 2001 have been so filed and in a timely manner (or timely in all material respects in the case of filings under Section 16 of the Exchange Act). As of the time it was filed with the SEC (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and (ii) except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Company SEC Documents. No executive officer of the Company has failed in any respect to make the certification required of him or her under Sections 302 or 906 of SOX and no enforcement action has been initiated against the Company relating to disclosures contained in any Company SEC Documents. (b) Except to the extent stated therein, the consolidated financial statements (including any related notes) contained in the Company SEC Documents: (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC EXECUTION VERSION 16 applicable thereto; (ii) when filed, were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) and (iii) fairly present in all material respects the consolidated financial position of Company as of the respective dates thereof and the consolidated results of operations and cash flows of Company for the periods covered thereby (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments). The unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2004 included in the Company's Quarterly Report for the quarter ended September 30, 2004 is sometimes referred to as the "LATEST BALANCE SHEET." (c) The Company has devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed only in accordance with management's authorization; (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for the assets of the Company and its Subsidiaries, as applicable; (iii) access to such assets is permitted only in accordance with management's authorization; (iv) the reporting of such assets is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Company (i) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to the Acquired Companies is made known to their respective management by others within the Acquired Companies as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in internal controls, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. No disclosures described in clause (A) or (B) of the preceding sentence have been made by the Company's management to the Company's auditors and audit committee since July 30, 2002. The Company has initiated its process of compliance with Section 404 of SOX and expects to be in full compliance therewith by December 31, 2005. (d) Since August 5, 2003, (i) none of the Company nor any of its Subsidiaries nor, to the Company's knowledge, any director, officer, employee, auditor, accountant or representative of any of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any EXECUTION VERSION 17 material complaint, allegation, assertion or claim that the Company or of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no attorney representing the Acquired Companies, whether or not employed thereby, has reported evidence of a material violation of U.S. federal securities laws, breach of fiduciary duty or similar material violation by the Company or any of its officers, directors, employees or agents, or those of its Subsidiaries, to the Company Board or any committee thereof or to any director or officer of the Company. Since January 1, 2001, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Body any written comments or questions with respect to any of the Company SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Body that such Company SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and to the Company's knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Body of any Company SEC Document (including the financial statements included therein). (e) Section 3.5(e) to the Company Disclosure Letter sets forth all outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since July 30, 2002, neither the Company nor any of its Subsidiaries has made, or materially modified, any loans to any executive officer or director of the Company or any of the Company's Subsidiaries. (f) The Company is not required to file any forms, reports, schedules, statements or other documents with any foreign Governmental Body that performs a similar function to that of the SEC or any securities exchange or quotation service other than Nasdaq. No Subsidiary of the Company is subject to the periodic reporting requirements of Section 13 or 15 of the Exchange Act or is otherwise required to file documents with the SEC, any securities exchange or quotation service, any other comparable Governmental Body or any foreign Governmental Body that performs a similar function to that of the SEC. 3.6 Title to Assets; Condition and Sufficiency. The Acquired Companies have good and marketable title to all of the material Assets that each purports to own free and clear of all Encumbrances (other than the Permitted Encumbrances) and such Assets together with the Assets covered under the Real Property Leases, equipment leases, the Intellectual Property Licenses and licenses for Commercially Available Software, are sufficient to permit the Acquired Companies to conduct their businesses in all material respects in the ordinary course immediately after Closing in substantially the same manner as prior to Closing. Except for equipment leases, the leases for the Real Property, including all amendments thereto, to which any of the Acquired Companies is a party (the "REAL PROPERTY LEASES"), the Intellectual Property Licenses and licenses for Commercially Available Software, the Acquired Companies own good and marketable title in and to all other Assets used or acquired for use in the Acquired Companies' business and operations. Other than the Subleases, no Person other than the Company or its Subsidiaries, owns any right, title or interest in or to the Assets used or held for use in connection with the business or operations of the Acquired Companies through any rights, title or interest granted by the Acquired Companies or their predecessors. The items of tangible personal property owned or leased by the Acquired Companies and the improvements and fixtures located on the premises covered by the Real Property Leases are in good working order EXECUTION VERSION 18 or condition in all material respects, reasonable wear and tear excepted and are suitable in all material respects for the uses for which they are intended, other than surplus, obsolete and unwanted assets in the ordinary course of business, any material amounts of which has previously been written off as of the Latest Balance Sheet. 3.7 Obligations. (a) Neither the Company nor any of its Subsidiaries has any Obligations of any type other than (i) Obligations reflected on the Latest Balance Sheet or in the notes thereto; (ii) Obligations that have been incurred by the Acquired Companies since the date of the Latest Balance Sheet and prior to the date hereof and not in breach of any of the representations and warranties made in Section 3.8; (iii) Obligations incurred subsequent to the date hereof in accordance with Section 5.2(b) or (iv) obligations under any Contract (other than a Contract relating to a financing) incurred by the Acquired Companies in the ordinary course of business and consistent with past practices, provided that none of the Acquired Companies has defaulted under, or is in breach of, any provision of (or would be in breach or default upon the giving of notice or the passage of time), such Contract. (b) Section 3.7(b) to the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of all of the Acquired Companies' capital leases other than capital leases involving payments of less than $25,000 under any single lease or $100,000 in the aggregate. Section 3.7(b) to the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all of the Company's letters of credit, including all amounts currently outstanding. 3.8 Operations Since September 30, 2004. From September 30, 2004 and on or prior to the date of this Agreement: (a) no event has occurred, and no circumstance has arisen, that alone or in combination with any other events or circumstances, had or would reasonably be expected to have a Material Adverse Effect; (b) none of the Acquired Companies has (i) incurred any Obligation outside the ordinary course of business consistent with past practices; (ii) acquired or disposed of any business or Assets (other than inventory or obsolete or surplus Assets, in each case, in the ordinary course of business consistent with past practices) or (iii) entered into any Contract (other than purchase orders, trade payables, or employment agreements, in each case, in the ordinary course of business consistent with past practices or customer Contracts) or other transaction, involving an amount exceeding $100,000 individually, or $250,000 in the aggregate; (c) none of the Acquired Companies has sold, issued or granted, or authorized the issuance of, (i) any capital stock or other security (except for Company Common Stock issued upon the exercise of outstanding Company Options); (ii) any option, warrant or right to acquire any capital stock or any other security or (iii) any instrument convertible into or exchangeable for any capital stock or other security; EXECUTION VERSION 19 (d) neither the Company nor any of its Subsidiaries has: (i) entered into a Specified Contract, except in the ordinary course of business and consistent with past practices; (ii) participated in any merger, consolidation, reorganization, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iii) acquired the business or any bulk assets of any other Person; (iv) completely or partially liquidated or dissolved; (v) terminated any part of their respective material businesses; (vi) changed any of their methods of accounting or accounting practices in any material respect, other than to comply with applicable laws or GAAP; (vii) made any material Tax election; (viii) commenced or settled any material Proceeding or (ix) have incurred any Obligation to any of their respective Affiliates except for compensation and participation in Benefit Plans by employees in the ordinary course of business; (e) neither the Company nor any of its Subsidiaries has: (i) declared, accrued, set aside or paid any dividend or made any distribution with respect to any shares of capital stock (other than transactions between or among the Company and its Subsidiaries); (ii) formed any Subsidiary or acquired any equity or other interest in any Person; (iii) amended their respective articles or certificates of incorporation or formation, bylaws or other organization documents or (iv) entered into any Contract that commits or committed any of them to take any action or omit to take any action that would constitute a breach of any of the provisions of this Agreement; and (f) neither the Company nor any of its Subsidiaries has engaged in any transaction that, if done after execution of this Agreement, would violate Section 5.2. 3.9 Tangible Property. All material Tangible Property of each of the Acquired Companies, wherever located, is, in the aggregate: (a) suitable, in all material respects, for the uses for which it is employed and (b) in satisfactory operating condition (except for ordinary wear and tear), other than surplus, obsolete and unwanted assets in the ordinary course of business which has previously been written off as of the Latest Balance Sheet. 3.10 Real Property. (a) Except as set forth in Section 3.10(a) to the Company Disclosure Letter, neither the Company nor any of its Subsidiaries owns any Real Property. (b) Section 3.10(b) to the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete schedule listing all Real Property Leases. The Company has made available to Buyer correct and complete copies of the Real Property Leases. Each of the Real Property Leases is in full force and effect, and, to the Company's knowledge, is enforceable against the landlord in accordance with its terms. Except as set forth in Section 3.10(c) to the Company Disclosure Letter, none of the Real Property Leases has been assigned by the Company or any of its Subsidiaries. No notices of default or notices of termination have been received by the Acquired Companies with respect to the Real Property Leases which have not been withdrawn or canceled. None of the Company nor any of its Subsidiaries is, and to the Company's knowledge, no other party is, in material default under any Real Property Lease. (c) Section 3.10(c) to the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete schedule listing all of the Acquired Companies' arrangements to EXECUTION VERSION 20 sublease any of its Real Property (the "SUBLEASES"), including the parties to such sublease arrangement, whether such sublessee is a Related Party, and the scheduled payments. No notices of default or notices of termination have been received by the Acquired Companies with respect to the Subleases which have not been withdrawn or canceled. None of the Company nor any of its Subsidiaries is, and to the Company's knowledge, no other party is, in material default under any Sublease. 3.11 Environmental Matters. The Acquired Companies are in compliance in all material respects with all Environmental Laws. There is no condition on any Real Property that violates in any material respects any Environmental Laws or requires remediation or other material action under Environmental Laws. The Acquired Companies are not subject to any Judgment that relates to any Environmental Law. None of the Acquired Companies have received any notice or other communication (in writing or otherwise) from any Person that alleges that the Company or any of its Subsidiaries is not in compliance with any Environmental Law. The Company has delivered to, or made available for review by, Parent true and complete copies of all environmental reports, studies, investigations or correspondence (which are in the possession or control of the Company) regarding any environmental related liabilities of the Acquired Companies or any environmental conditions at any property owned or operated by the Acquired Companies or any corporate predecessor in interest for which the Company or any of its Subsidiaries would be liable. 3.12 Intellectual Property. (a) Except for the Licensed Intellectual Property that is described in Section 3.12(a) to the Company Disclosure Letter and Commercially Available Software, to the Company's knowledge, all of the Intellectual Property that is material to the conduct of the Acquired Companies' business and operations as currently conducted and operated is Owned Intellectual Property. Other than the Owned Intellectual Property, Commercially Available Software and the Licensed Intellectual Property, to the Company's knowledge, there is no other material Intellectual Property used or necessary for use for the conduct of the business and operations of the Acquired Companies. (b) The Intellectual Property that is owned by the Acquired Companies is referred to herein as the "OWNED INTELLECTUAL PROPERTY." Section 3.12(b) to the Company Disclosure Letter sets forth a complete list of all patents and patent applications, registered trademarks and applications to register trademarks, Internet domain name registrations and registered copyrights of the Acquired Companies and the Company Software products currently marketed by the Acquired Companies. The Acquired Companies have taken reasonable measures to protect for its own sole use and benefit the confidential and proprietary nature of the Trade Secrets and confidential information material to the business of the Acquired Companies. None of the Acquired Companies nor, to the Company's knowledge, any other party, is in material breach of or default under any Contract or is not in compliance in all material respects with applicable Law relating to the Owned Intellectual Property. The Acquired Companies have good and marketable title in and to all of the Owned Intellectual Property material to the conduct of the Acquired Companies' business and operations as currently conducted and operated, including the items listed in Section 3.12(b) to the Company Disclosure Letter, free and clear of any Encumbrances other than Permitted Encumbrances. The Owned Intellectual Property was not developed as part EXECUTION VERSION 21 of the performance of any obligation for any third Person which would require the taking of any action, whether or not actually taken, in order for all rights to the Owned Intellectual Property to become vested in, or retained by, the Acquired Companies. (c) All Copyrights comprising the Owned Intellectual Property material to the conduct of the Acquired Companies' business and operations as currently conducted and operated, including the applicable items listed in Section 3.12(c) to the Company Disclosure Letter, consist exclusively of (i) "works made for hire" as that term is used in Title 17 of the United States Code or (ii) works developed by independent contractors or consultants engaged by the Acquired Companies which, except as would not otherwise have a Material Adverse Effect, have assigned to the Acquired Companies their entire right, title and interest in and to the work or works produced, pursuant to a valid and enforceable written Contracts. The Owned Intellectual Property does not include any Intellectual Property in which any Person other than the Acquired Companies has or may acquire any right of ownership, control or compensation. (d) None of the Acquired Companies has granted to any Person or obligated itself to grant to any Person any license, option, or other right in or with respect to any of the Owned Intellectual Property, whether or not requiring payment to the Acquired Companies, other than licenses to use Owned Intellectual Property granted to clients under client Contracts entered into in the ordinary course of business, the Contracts or forms of which (containing all material terms) were made available to Parent. No Person has in writing or, to the Company's knowledge, orally, either asserted any rights in or offered to grant the Acquired Companies a license or any other right of use with respect to the Owned Intellectual Property. None of the Acquired Companies have any obligation to compensate any Person for any development, license, use, sale, distribution or modification of any of the Owned Intellectual Property. (e) Section 3.12(e) to the Company Disclosure Letter sets forth a complete list of all written Contracts ("INTELLECTUAL PROPERTY LICENSES") that provide for the license of Intellectual Property to the Acquired Companies ("LICENSED INTELLECTUAL PROPERTY") other than Commercially Available Software, which is not required to be listed. None of the Acquired Companies, or, to the Company's knowledge, any other party, is in material breach of or default under any Intellectual Property Licenses or not in compliance in all material respects with applicable Law relating to any material Licensed Intellectual Property. To the Company's knowledge, each Intellectual Property License is valid and in full force and effect in all material respects. The Acquired Companies have obtained from all third party developers and/or owners of any material software programs utilized in connection with the operation of the Acquired Companies' business any licenses that may be necessary for the Acquired Companies to permit any customer, client or other business relationship thereof to utilize such material software programs in connection with the services provided by the Acquired Companies, at an Acquired Company site on an Acquired Company computer and at a non-Acquired Company site or on a non-Acquired Company computer to the extent such software programs actually are being used by such persons at such locations. (f) Except for indemnification obligations of the Acquired Companies to their customers and vendors in the ordinary course of business under written Contracts, forms of which (containing all of the material terms) have made available to Parent, none of the Acquired Companies has agreed to indemnify any Person against any charge of infringement or other EXECUTION VERSION 22 violation with respect to any Intellectual Property. None of the Acquired Companies has infringed, misappropriated or otherwise violated the Intellectual Property rights of a third Person. None of the Acquired Companies has received any written assertion, complaint, demand or any notice whatsoever alleging any such infringement, misappropriation or other violation. (g) There is no Proceeding pending, or to the Company's knowledge, threatened, with respect to, and no outstanding Judgment concerning (i) the Owned Intellectual Property or (ii) right of the Acquired Companies to develop, license, use, sell, distribute or modify the Company Software. 3.13 Contracts. (a) Set forth in Section 3.13(a) to the Company Disclosure Letter or filed as exhibits to the Company SEC Documents (filed since January 1, 2004), is a true and complete schedule listing of all of the following types of Contracts to which any of the Acquired Companies is a party or by which any of the Acquired Companies is bound as of the date of this Agreement (collectively, the "SPECIFIED CONTRACTS"), grouped into the following categories: (i) Contracts with customers or clients pursuant to which the customer or client pays the Company an annual amount exceeding $250,000; (ii) Contracts for the purchase, license, lease and/or maintenance of any Software other than Commercially Available Software; (iii) Contracts for the lease or sublease of Real Property owned or used by any of the Acquired Companies; (iv) loan agreements, mortgages, notes, and guarantees; (v) Contracts that obligate the Company to make payments as a result of the transactions contemplated herein that are contingent on a "change in ownership or control," within the meaning of Section 280G of the Code; (vi) any Contract and any amendment thereto required to be filed , or filed, as an exhibit to any report of the Company (whether annual, quarterly or interim) filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K of the Securities Act entered into by the Company or any of its Subsidiaries since and including January 1, 2003; (vii) joint venture, partnership and similar agreement; (viii) Contracts that are not cancelable within 60 days without payment of a material (with respect to such contract) amount of money that, after the Effective Time, would have the effect of limiting the freedom of the Company or any of its Subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, other than covenants relating to the non-solicitation or non-hiring of client personnel contained in client Contracts entered into in the ordinary course of business; EXECUTION VERSION 23 (ix) Contracts providing for "earn-outs," "savings guarantees," "performance guarantees," or other contingent payments by the Company or any of its Subsidiaries involving more than $250,000 over the term of such Contract; (x) Contracts with or for the benefit of any of any Related Party of any Acquired Company other than those disclosed in the "Management Compensation" or "Certain Relationships and Related Transactions" sections of the Company's definitive proxy statement filed with the SEC on April 28, 2004; (xi) Contracts that provide for the indemnification of any officer or director of any Acquired Company; (xii) Contracts relating to the acquisition, transfer, development, sharing or licensing of any Intellectual Property by any Acquired Company; and (xiii) other Contracts that requires payments in excess of $100,000 per year. (b) The Company has provided Parent true, correct and complete copies of all Specified Contracts. With respect to each of the Contracts to which any of the Acquired Companies is a party or is bound, none of the Acquired Companies is in default thereunder, nor would be in default thereunder with the passage of time, the giving of notice, or both, and, to the Company's knowledge, none of the other parties to any Contract is in default thereunder or would be in default thereunder with the passage of time, the giving of notice or both, except in each case for those defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each Contract to which any of the Acquired Companies is a party or is bound, is in full force and effect in accordance with its terms, except where the failure of any or all of such Contracts to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No party to any Specified Contract to which any of the Acquired Companies is a party or is bound has made or threatened any claims or demands in writing against any Acquired Company for cancellation, termination or modification of the subcontracts or for other remedies or relief. Neither the Company nor any of its Subsidiaries have assigned or otherwise conveyed or transferred, or agreed to assign, convey or transfer to any Person, any right, title or interest in or to any of the Specified Contracts, or any account receivable relating thereto, whether as a security interest or otherwise. 3.14 Employees; Labor Matters. (a) None of the Acquired Companies is a party to or bound by any union or collective bargaining Contract, nor is any such Contract currently being negotiated by or on behalf of any of the Acquired Companies. Other than possible isolated individual controversies which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no controversies pending or, to the Company's knowledge, threatened between the Company or its Subsidiaries and any of their respective employees. None of the Acquired Companies is engaged in any unfair labor practice of any nature. Since January 1, 2001, there has not been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Acquired Companies EXECUTION VERSION 24 or any of their employees. There is not now pending, and to the Company's knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the Acquired Companies' employees who are not "at will" employees. Section 3.14(b) sets forth a true, correct and complete list of all employment contracts, severance agreements or similar agreements between any of the Acquired Companies and any current or former employee (to the extent still in force with respect to former employees) (i) whose base salary is more than $125,000 per year; (ii) whose agreement requires more than two weeks notice by the employer to be terminated or (iii) whose agreement provides that the employee is entitled to receive severance, termination or other similar payments in excess of two weeks of base salary upon termination by the employer. True, correct and complete copies of such employment contracts, severance agreements or similar agreements have been made available to Parent. The Acquired Companies are in compliance in all material respects with all applicable Laws and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. To the Company's knowledge, none of its Subsidiaries' employees intends to terminate his or her employment with the Company or such Subsidiary. All Proceedings involving any employee (or past employee) of the Acquired Companies that are pending or, to the Company's knowledge, threatened against the Acquired Companies, are set forth in Section 3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company Disclosure Letter sets forth a true, correct and complete list of employees of the Acquired Companies who are not "exempt" employees within the meaning of applicable wage and hour laws. As of the date of this Agreement, to the Company's knowledge, no executive officer or Key Employee of any of the Acquired Companies is in violation in any material respect of any term of any employment or services Contract, patent disclosure agreement, noncompetition agreement, or any restrictive covenant to a former employer which would reasonably be expected to impede the right of any such executive officer or Key Employee to be employed or engaged by any of the Acquired Companies because of the nature of the business conducted or presently proposed to be conducted by the Acquired Companies or to the use of trade secrets or proprietary information of others. (c) The Company has not incurred any material liability or Obligation under the Workers Adjustment and Retraining Notification Act, or any similar laws, which remains unpaid or unsatisfied. 3.15 Employee Benefit Matters. (a) Section 3.15(a) to the Company Disclosure Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of ERISA, hereinafter a "PENSION PLAN"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA, hereinafter a "WELFARE PLAN"), incentive, deferred compensation plans, severance pay, stock option, stock purchase, performance share, stock appreciation or other equity-based compensation, loan or loan guarantee, performance pay, plant closing, change in control or other employee benefit plans or programs, trusts, arrangements, contracts, agreements, policies or commitments, and all other material employee benefit plans or arrangements maintained, contributed to or required to be maintained or contributed to by the Company or any ERISA Affiliate or with respect to which EXECUTION VERSION 25 the Company or any ERISA Affiliate has any obligation to make payments or contributions or may otherwise have any material liability (all the foregoing being herein called "BENEFIT PLANS"). (b) The Company has made available to Parent true, complete and correct copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof); (ii) the most recent annual report on Form 5500 filed with the Department of Labor with respect to each Benefit Plan (if any such report was required by applicable Law); (iii) the most recent summary plan description for each Benefit Plan for which such a summary plan description is required by applicable Law; (iv) each trust agreement and insurance or annuity contract relating to any Benefit Plan and any other funding agreements that implement any such Benefit Plan; (v) where applicable, the most recent determination letter received from the Internal Revenue Service and (vi) each agreement between the Company or a Benefit Plan and any third party providing for administrative or other services related to a Benefit Plan. (c) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and with the applicable provisions of ERISA, the Code and any other applicable Law (including regulations and rulings thereunder) including Parts 6 and 7 of Title I of ERISA and Section 4980B of the Code (as applicable). All benefits due under each Benefit Plan have been timely paid and the Company has not received notice of any investigations by any Governmental Body, termination proceedings or other claims (except claims for benefits payable in the normal operation of the Benefit Plans), suits or proceedings against or involving any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan that could give rise to any material liability and there are not any facts that could give rise to any material liability in the event of any such investigation, claim, suit or proceeding. (d) All contributions to, and payments from, the Benefit Plans, except those payments to be made from a trust qualified under Section 501(a) of the Code, for any period ending before the Closing Date that are not yet, but will be required to be made, will be properly accrued and reflected in the Company's financial statements. (e) Each Pension Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, in both form and operation, and has received a favorable opinion or determination letter from the Internal Revenue Service which takes into account amendments required by various legislation commonly referred to as "GUST," to the effect that the plan document is qualified under Section 401(a) of the Code. To the Company's knowledge, no facts or other circumstances exist that would prevent the Company's reliance on any such letter. (f) There have been no non-exempt "prohibited transactions" (as defined in Section 4975 of the Code or Section 406 of ERISA) with respect to any Benefit Plan, except as could not reasonably be expected to have a Material Adverse Effect. The Company does not have any liability for breach of fiduciary duty under ERISA or any other applicable Law. (g) Neither the Company nor any of its ERISA Affiliates has contributed or been obligated to contribute to a Pension Plan that is a "defined benefit pension plan" (as defined in Section 3(35) of ERISA) within the past five years. No Benefit Plan is subject to the funding requirements of Section 412 of the Code and no asset of the Company is subject to any lien EXECUTION VERSION 26 under Section 412 of the Code. No Plan is funded by, and the Company does not maintain, any trust intended to be exempt from taxation under Section 501(c)(9) of the Code. (h) Neither the Company nor any ERISA Affiliate has contributed to or been obligated to contribute to a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) during the past five years. (i) Except as set forth in Section 3.15(i) of the Company Disclosure Letter, as a result of the transactions contemplated by this Agreement, no employee of the Company will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Benefit Plan or other Contract (including, but not limited to, any agreements that provide parachute payments under Section 280G or that could result in an excise tax under Section 4999 of the Code). (j) The Company does not maintain, contribute to or have an obligation to contribute to or have any liability or potential liability with respect to any Benefit Plan providing retirement benefits or deferred compensation under any nonqualified plan, salary continuation or severance pay, or any health or life insurance or other welfare-type benefits for current or future retired or terminated directors, officers, or employees (or any dependents thereof) other than in accordance with Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code and any similar state law ("COBRA"). The Company is not subject to any liability under FAS 106 or FAS 112. (k) No agreement, commitment or obligation exists to increase any benefits under any Benefit Plan or to adopt any new Benefit Plan. Except as listed in Section 3.15(k) of the Company Disclosure Letter, each Benefit Plan may be amended or terminated at any time without approval from any Person, without advance notice, and without any liability other than for benefits accrued prior to such amendment or termination. 3.16 Taxes. (a) Each of the Acquired Companies has duly filed all Tax Returns required to be filed by it, all of which were true and correct in all material respects. Each of the Acquired Companies has withheld in all material respects from payments to its employees, agents, representatives, contractors and suppliers all amounts required by Law to be withheld for Taxes. Each of the Acquired Companies has paid all material Taxes required to be paid by it, except for any unpaid Taxes for which the Company has made an appropriate reserve on the Latest Balance Sheet. There are no agreements or waivers currently in effect that provide for an extension of time for the assessment of any Tax against any of the Acquired Companies. (b) Neither the Company nor any of its Subsidiaries has made an election under Section 341(f) of the Code. (c) Neither the Company nor any of its Subsidiaries (i) is a party to, is bound by or has any Obligation under any Tax sharing agreement or similar agreement or arrangement other than one that is solely between the Company and one or more of its Subsidiaries or (ii) has any liability for Taxes of any party (other than the Company or any of its Subsidiaries) under EXECUTION VERSION 27 Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Law, as a transferee or successor, by Contract or otherwise. (d) Except for the affiliated group of which the Company is presently a member, the Company has never been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, other than as a common parent corporation, and none of Company's Subsidiaries has ever been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, except where the Company was the common parent of such affiliated group. (e) There are no material Tax Encumbrances upon any Asset or property of the Company or any of its Subsidiaries except liens for Taxes not yet due and payable. (f) No disclosure statement pursuant to Section 6662 of the Code or any comparable disclosure with respect to foreign, state and/or local Tax statutes has been filed with respect to any Tax Return of any Acquired Company required to be filed on or before the Final Tax Date nor is any such disclosure required with respect to any transactions occurring on or before the Final Tax Date. (g) No audits or other administrative Proceedings or court Proceedings are presently pending or, to the Company's knowledge, threatened with regard to any Taxes or Tax Return of the Company, any of its Subsidiaries or any affiliated, consolidated, combined or unitary group of which the Company or any Subsidiary of the Company is a member and, to the Company's knowledge, no material issues have been raised by any Tax authority in connection with any Tax or Tax Return. (h) No closing agreements or settlement agreements pursuant to any provision of any applicable Laws regarding Taxes have been entered into with any taxing authority by or with respect to the Acquired Companies which requires any Acquired Company to include any item of income in, or exclude any item of deduction from, any Tax Return for any taxable period ending after the Final Tax Date. (i) None of the Acquired Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) intercompany transactions or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax Law); (ii) change in method of accounting for a taxable period ending on or prior to the Closing Date; or (iii) installment sale or open transaction disposition made on or prior to the Closing Date. (j) None of the Acquired Companies has agreed to make any adjustment pursuant to Section 481 of the Code or pursuant to any other provision of applicable Law which could EXECUTION VERSION 28 materially increase Taxes or taxable income, or materially reduce any Tax credits, net operating losses or capital losses of the Acquired Companies in any taxable period ending after the Final Tax Date. None of the Acquired Companies has any application pending with any taxing authority requesting permission for any changes in any accounting method. No taxing authority has proposed, in writing received by the Company, any such adjustment or change in accounting method. (k) Neither the Company nor any of its Subsidiaries has had a change in control of stock ownership within the meaning of Code Section 382 prior to the Offer or Merger contemplated by this Agreement, with regard to its net operating loss carryforwards. (l) Neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or part by Code Section 355 or Code Section 361. (m) Neither the Company nor any of its Subsidiaries are nor have been subject to Tax or conducted business in any country other than the United States, the United Kingdom and the United States Virgin Islands, except some activities are conducted in Canada in connection with United States business, but such Canadian activities are of such a nature as to not require any compliance in any material respects with the Tax Laws of Canada. (n) None of the Acquired Companies has been a United States real property holding corporation within the meaning of Code Section 897(c)(2). (o) None of the Company's foreign Subsidiaries has been a member of any group that has filed a combined, consolidated or unitary Tax Return, other than such Tax Returns for which the period of assessment has expired (taking into account any extension or waiver thereof). (p) None of the Company's foreign Subsidiaries is (i) engaged in a United States trade or business for United States federal income tax purposes; (ii) a "passive foreign investment company" (within the meaning of Section 1297 of the Code) or a shareholder, directly or indirectly, in a passive foreign investment company or (iii) a "foreign investment company" (within the meaning of Section 1246(b) of the Code). 3.17 Proceedings and Judgments. There is no pending Proceeding, and, to the Company's knowledge, no Person has threatened to commence any Proceeding that involves any of the Acquired Companies or any of the Assets owned or used by any of the Acquired Companies, except, individually or in the aggregate, as have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any outstanding and unsatisfied Judgment which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 3.18 Related Party and Affiliate Transactions. Since the date of Company's last proxy statement filed with the SEC, no event has occurred that would be required to be reported by Company pursuant to Item 404 of Regulation S-K promulgated by the SEC. 3.19 Effect of Agreement; Inapplicability of Anti-takeover Statutes. The Company has all requisite corporate power and authority to enter into and subject to the approval of the EXECUTION VERSION 29 Merger, if necessary, by the Company Stockholders, to perform its obligations under this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by Parent and Acquisition Sub, this Agreement is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. Neither the Company nor any of its Subsidiaries is subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other antitakeover laws and regulations of any jurisdiction (collectively the "TAKEOVER LAWS") that would affect this Agreement or the transactions contemplated hereby. 3.20 Board Recommendation; Vote Required. (a) The Company Board, at a meeting duly called and held prior to the date hereof, at which all directors were present, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the requirements of the DGCL, (iii) declared that this Agreement is advisable, (iv) resolved to recommend that the Company Stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, to the extent necessary under applicable Law to accomplish the Merger, adopt this Agreement, (v) resolved to elect, to the extent permitted by Applicable Law, not to be subject to any Takeover Laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender and Voting Agreement and (vi) irrevocably taken all necessary steps to render Section 203 of the DGCL and any other applicable state takeover Laws inapplicable to the Merger, Parent, Acquisition Sub, the acquisition of shares of Company Common Stock pursuant to the Offer and the transactions contemplated by the Tender and Voting Agreement (collectively, the "COMPANY BOARD RECOMMENDATION"). (b) The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders' Meeting (the "REQUIRED COMPANY STOCKHOLDER VOTE") approving the Merger is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt this Agreement, approve the Merger or consummate any of the other transactions contemplated by this Agreement. However, in the event that Parent or Acquisition Sub shall acquire and maintain at least 90% of the outstanding Company Common Stock pursuant to the Offer, the Top-Up Option or otherwise, no vote of any holders of any class or series of the Company capital stock is necessary to adopt this Agreement or approve the Merger or transactions contemplated by this Agreement, other than, subject to the satisfaction of or, to the extent permitted under this Agreement, waiver of all conditions to the Merger, in accordance with Section 253 of the DGCL. 3.21 Non-Contravention; Consents. Subject in the case of the Merger to the adoption of this Agreement by the holders of the Company Common Stock (if necessary), neither (a) the execution, delivery or performance of this Agreement nor (b) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): EXECUTION VERSION 30 (i) contravene, conflict with or result in a violation of (A) any of the provisions of the articles or certificate of incorporation or formation, bylaws or other charter or organizational documents of any of the Company or its Subsidiaries or (B) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of any of the Company or its Subsidiaries; (ii) assuming the Necessary Consents are obtained, contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Offer, the Merger or any of the other transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Law or any order, writ, injunction, judgment or decree to which any of the Company or its Subsidiaries, or any of the assets owned or used by any of the Company or its Subsidiaries; (iii) contravene, conflict with or result in a violation of any of the material terms or requirements of, or as would give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by any of the Acquired Companies or that otherwise relates to the business of any of the Acquired Companies or to any of the assets owned or used by any of the Acquired Companies, in each case except where any of the foregoing would not have a Material Adverse Effect; (iv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Specified Contract to which any of the Company or its Subsidiaries is a party or is bound, or give any Person the right to (A) declare a default (or give rise to any right of termination, amendment, cancellation or acceleration) or exercise any remedy under any such Specified Contract; (B) accelerate the maturity or performance of any such Specified Contract or (C) cancel, terminate or modify any term of such Specified Contract, in each case in this clause, other than any such matter or matters that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; (v) result in the imposition or creation of any Encumbrance upon or with respect to any Asset owned or used by any of the Company or its Subsidiaries; or (vi) except for (A) the filing of notification under the HSR Act or any other applicable antitrust Laws, and the termination of the waiting period under the HSR Act or any other applicable antitrust Laws; (B) the filing with the SEC of the Proxy Statement, if necessary, the Offer Documents, and the Schedule 14D-9; (C) the filing of the Certificate of Merger under the DGCL or (D) any consents authorizations, approvals, filings, or exceptions in connection with compliance with the rules of the NYSE or the NASD (the "NECESSARY CONSENTS"), none of the Company or its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Governmental Body in connection with (I) the execution, delivery or performance of this Agreement by the Company or (II) the consummation by the Company of the Offer, the Merger or any of the other transactions contemplated by this Agreement. EXECUTION VERSION 31 3.22 Fairness Opinion. The Company Board has received the written opinion of William Blair, dated December 16, 2004, to the effect that as of such date and subject to the assumptions, qualifications and limitations of such opinion, that the Per Share Amount is fair to the stockholders of the Company from a financial point of view (the "FAIRNESS OPINION"), and such opinion has not been withdrawn or revoked or otherwise modified in any material respect. The Company has furnished a true, correct and complete copy of the Fairness Opinion to Parent. The Company has obtained all necessary consents to permit the inclusion of the Fairness Opinion in the Offer Documents, the Schedule 14D-9 and the Proxy Statement. 3.23 Financial Advisory and Other Fees. Except for William Blair, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Acquired Companies. The Company has furnished to Parent true, correct and complete copies of all agreements under which all fees, commissions and other amounts have been paid or may become payable and all indemnification and other agreements related to the engagement of William Blair. 3.24 Disclosure. Subject to Parent's and Acquisition Sub's fulfillment of their respective obligations with respect thereto, the Schedule 14D-9 and the Proxy Statement will contain (and will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the Exchange Act and any other applicable Law, and neither the Schedule 14D-9 nor the Proxy Statement will, at the respective times they are filed with the SEC or published, sent or given to Company Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation or warranty is hereby made by the Company with respect to any information supplied by Parent or Acquisition Sub in writing for inclusion in, or with respect to Parent or Acquisition Sub information derived from Parent's public SEC filings which is included or incorporated by reference in, the Schedule 14D-9 or the Proxy Statement. None of the information supplied or to be supplied in writing by Company for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, any of the Offer Documents will, at the respective times the Offer Documents are filed with the SEC or published, sent or given to Company Stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time the Company becomes aware of any event with respect to the Company, or with respect to any information supplied by the Company for inclusion in any of the Offer Documents, shall occur which is required to be described in an amendment of, or a supplement to, any of the Offer Documents, the Company shall so describe the event to Parent. 3.25 Subcontractors. Section 3.25 to the Company Disclosure Letter sets forth a list of all currently active subcontractors of the Acquired Companies to which the Acquired Companies have been paid an amount equal to or exceeding $100,000 for the 12 months ended October 31, 2004 or expect to be billed such amount during any 12 month period ending on or before September 30, 2005 (the "MATERIAL SUBCONTRACTORS"). To the Company's knowledge, all EXECUTION VERSION 32 Material Subcontractors are performing on time and in accordance with budgets. None of the Material Subcontractors have made in writing or, to the Company's knowledge, threatened any claims or demands against the Company or any of its Subsidiaries for cancellation, termination or modification (other than change orders in the ordinary course of business consistent with past practices) of the subcontracts or for other remedies or relief. None of the Material Subcontractors have refused to perform and all, to the Company's knowledge, are either at or under projected budgets. 3.26 Business Relationships. Section 3.26 to the Company Disclosure Letter sets forth a list of the 10 largest suppliers (the "MATERIAL SUPPLIERS") of the Company (by amount paid) for the 12 months ended October 31, 2004. Section 3.26 to the Company Disclosure Letter sets forth each client or customer of the Acquired Companies to which the Acquired Companies have recognized revenue for services for the 12 months ended September 30, 2004 an amount equal to or exceeding $250,000 or expects to recognize revenue in such amount during the 12 month period ending on September 30, 2005 (the "MATERIAL CLIENTS"). Since December 31, 2003, to the Company's knowledge, no Material Client has indicated that it will stop or materially decrease purchasing services, materials or products from any such Acquired Company, and no Material Supplier has indicated that it will stop or materially decrease the supply of materials, products or services to such Acquired Company other than at the stated expiration of their respective engagement agreement, or, in each case, is otherwise involved in, or is threatening, a material dispute with any of the Acquired Companies. Section 3.26 to the Company Disclosure Letter describes each termination or nonrenewal that has occurred since September 30, 2003 with respect to any Contract with any Material Supplier or Material Client. There are no prepayments, advance payments, advances or deposits under any of the above-referenced supplier or customer Contracts. Since January 1, 2003, the Acquired Companies have collected accounts receivable only in accordance with its regular collection practices and has not granted any rebates, discounts, advances or allowances to any customers outside the ordinary course of business consistent with past practices and has not otherwise sold, discounted or disposed of any accounts receivable. 3.27 Proposals and Pipeline. Section 3.27 to the Company Disclosure Letter sets forth a list of all written proposals, bids, responses to requests for proposals and other offers to enter into new Contracts or modifications of existing Contracts and customer change orders that the Acquired Companies have submitted in the 12 months ended September 30, 2004 (collectively, the "PROPOSALS") other than proposals involving amounts less than $250,000. All Proposals have been submitted or received in the ordinary course of business, and to the Company's knowledge, none of the Proposals are priced at a loss to any Acquired Company. 3.28 Insurance. The Company has made available to Parent a true and complete list of all insurance policies, and formal self-insurance programs, other forms of insurance and all fidelity bonds held by or applicable to the Company and/or its assets and operations. To the Company's knowledge, the Company maintains insurance in coverages and amounts that are customary in the industry and adequate for the Company's business. The Company is not in material default with respect to any provision in any current insurance policy maintained by the Company and all such policies are in full force and effect. The Company has not received any notice of cancellation or non-renewal of any such insurance policy. The Company has not failed EXECUTION VERSION 33 to give any material notice or present any claim for more than $10,000 under any of the policies in due and timely fashion. Section 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows, except as set forth on the Parent Disclosure Schedule attached hereto: 4.1 Due Organization. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Acquisition Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 4.2 Authority; Binding Nature of Agreement. Parent and Acquisition Sub have the corporate right, power and authority to perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Acquisition Sub of this Agreement have been duly authorized by all necessary action on the part of Parent and Acquisition Sub and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Acquisition Sub, enforceable against them in accordance with its terms. No vote of the holders of Parent's securities is required to adopt this Agreement, approve the Merger or permit the consummation of any of the other transactions contemplated by this Agreement. 4.3 Non-Contravention; Consents. Neither the execution and delivery of this Agreement by Parent and Acquisition Sub nor the consummation by Parent and Acquisition Sub of the Offer or the Merger will (a) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Parent or Acquisition Sub; (b) result in a default by Parent or Acquisition Sub under any Contract to which Parent or Acquisition Sub is a party, except for any default that has not had and will not have a material adverse effect on the ability of Parent and Acquisition Sub to consummate the Offer or the Merger or (c) result in a violation by Parent or Acquisition Sub of any order, writ, injunction, judgment or decree to which Parent or Acquisition Sub is subject, except for any violation that has not had and will not have a material adverse effect on the ability of Parent and Acquisition Sub to consummate the Offer or the Merger. Except as may be required by the Securities Act, the Exchange Act, state securities or "blue sky" laws, the DGCL, any antitrust Law or regulation (including the HSR Act) and the rules of the NYSE, Parent is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with the execution, delivery or performance of this Agreement or the consummation of the Offer or the Merger. 4.4 Disclosure. None of the information supplied or to be supplied in writing by or on behalf of Parent and Acquisition Sub for inclusion in the Offer Documents will, at the time the Offer Documents are mailed to the stockholders of the Company or at any time between the time the Offer Documents are mailed to the stockholders of the Company and the acceptance of shares of Company Common Stock pursuant to the Offer, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied in writing by or on behalf of EXECUTION VERSION 34 Parent and Acquisition Sub for inclusion in the Proxy Statement will, at the time the Proxy Statement is mailed to the stockholders of the Company or at the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 4.5 Funds. Acquisition Sub has (or Parent has and will cause Acquisition Sub to have) sufficient liquid cash funds available to permit Acquisition Sub to satisfy the obligation to pay for shares of Company Common Stock in the Offer and to pay the Merger Consideration in the Merger, together with all of Parent's fees and expenses incurred in connection with the transactions contemplated hereunder. 4.6 Litigation. As of the date hereof, there is no suit, claim, action, proceeding or investigation pending or, to Parent's knowledge, threatened against Parent or any of its Subsidiaries, at law or in equity, that, individually or in the aggregate, would adversely affect Parent's performance under this Agreement or the consummation of the transactions contemplated hereby. Neither Parent nor any of its Subsidiaries is subject to any outstanding order, writ, injunction or decree that, individually or in the aggregate, would adversely affect Parent's performance under this Agreement or the consummation of the transactions contemplated hereby. 4.7 Brokers. No broker, finder, financial adviser or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by, or on behalf of, Parent or any of its Subsidiaries. Section 5. CERTAIN COVENANTS OF THE COMPANY 5.1 Access and Investigation. (a) The Company shall, and shall cause the respective Representatives of the Acquired Companies to: (i) provide Parent and Parent's Representatives with reasonable access to the Acquired Companies' Representatives, personnel and Assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (ii) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; (iii) provide to Parent all information concerning the Acquired Companies' business that Parent reasonably requests and (iv) permit Parent and its Representatives to contact customers, suppliers and employees of the businesses of the Acquired Companies. With respect to clause (iv), Parent and the Company shall adopt a protocol reasonably acceptable to both parties pursuant to which Parent and its Representatives will operate in contacting the Acquired Companies' customers, suppliers and employees. Without limiting the generality of the foregoing, the Company shall furnish promptly to Parent a copy of each report, schedule, registration statement and other document to be filed by the Company with the SEC, and allow Parent and its counsel reasonable opportunity to review and comment on such report, schedule, EXECUTION VERSION 35 registration statement or other document (including any exhibit or amendment thereto) prior to the filing thereof with the SEC. No investigation heretofore conducted or conducted pursuant to this Section 5.1(a) shall affect any representation or warranty made by the parties hereunder. (b) In addition, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, if it becomes aware of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect; (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I or Section 7 impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect or (iv) the commencement of any litigation or Proceeding against or affecting this Agreement, the Offer or the Merger or which if adversely determined could have a Material Adverse Effect; provided, however, that the delivery of notice pursuant to this Section 5.1(b) shall not affect the remedies available hereunder to the party receiving such notice or the representations or warranties of the parties or the conditions to the obligations of the parties. 5.2 Operation of the Company's Business. (a) The Company shall: (i) cause each of the Acquired Companies to conduct its businesses and operations (A) in the ordinary course consistent with past practices and (B) in compliance in all material respects with all applicable Law and the requirements of all Specified Contracts; (ii) use all commercially reasonable efforts to ensure that each of the Acquired Companies preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its existing material relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with any of the Acquired Companies; (iii) keep in full force all insurance policies or comparable replacement or renewal policies; (iv) promptly notify Parent of any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement, including, without limitation, in order to avoid having any material Contract terminated or amended, altered or modified to decrease any of the Acquired Company's rights, profits or any other benefits under such Contracts or increase any of the Acquired Company's liabilities or obligations under such Contracts, or grant any other Person any additional rights, profits or any other benefits under such Contracts or decrease any other Person's liabilities or obligations under such Contracts, as a result of the consummations of the transactions contemplated by the Agreement; (v) use its commercially reasonable best efforts to obtain any written Consent that is or may be required in connection with any of the transactions contemplated by this Agreement, including, without limitation, in order to avoid having any material Contract terminated or amended, altered or modified to decrease any of the Acquired Company's rights, profits or any other benefits under such Contracts or increase any of the Acquired Company's liabilities or obligations under such Contracts, or grant any other Person any additional rights, profits or any other benefits under such Contracts or decrease any other Person's liabilities or obligations under such Contracts, as a result of the consummations of the transactions contemplated by the Agreement and (vi) file on a timely basis all material notices, reports, returns and other filings required to be reported to or filed with any Governmental Body, as well as applications and other EXECUTION VERSION 36 documents necessary to maintain, renew or extend any Governmental Authorization for the continued operation of any of the Acquired Companies' business. (b) The Company shall not (without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed), and shall not permit any of the other Acquired Companies to, except as set forth in Section 5.2(b) to the Company Disclosure Letter: (i) (A) declare, accrue, set aside or pay any dividend on, or make any other distribution (whether in cash, securities or other property) in respect of, any of its outstanding capital stock (other than, with respect to a Subsidiary of the Company, to its corporate parent), (B) split, combine or reclassify any of its outstanding capital stock or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its outstanding capital stock or other equity interests, or (C) purchase, redeem or otherwise acquire any shares of outstanding capital stock or any rights, warrants or options to acquire any such shares (other than the valid exercise of Company Options outstanding as of the date of this Agreement); (ii) sell, issue, grant, Encumber or authorize or propose the sale, issuance, grant, or Encumbrance of (A) any capital stock or other security, (B) any option, call, warrant or right to acquire any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security except that the Company may issue shares of Company Common Stock upon the valid exercise of (x) Company Options outstanding as of October 25, 2004 or (y) the Top-Up Options; (iii) except as expressly contemplated elsewhere in this Agreement, amend or waive any of its rights under any provision of any of the Company's Stock Option Plans, any provision of any agreement evidencing any outstanding stock option or any restricted stock purchase agreement, or otherwise modify any of the terms of any outstanding option, warrant or other security or any related Contract, in each case with respect to the securities of the Company or the Acquired Companies; (iv) amend or permit the adoption of any amendment to the Company Certificate or the Company Bylaws or other charter or organizational documents, except to the extent required to comply with its obligations under this Agreement, or effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction; (v) form any Subsidiary or directly or indirectly acquire any equity or other interest in, or make any other investment in or capital contribution to, any other Person; (vi) incur or commit to any capital expenditures in excess of $500,000 individually, or in the aggregate, and in no event incur or commit any such expenditures other than in a manner generally consistent with the Company's existing capital expenditure plan; EXECUTION VERSION 37 (vii) enter into or become bound by, or permit any of the material Assets owned or used by it to become bound by, any Contract, or amend or terminate, or waive or exercise any material right or remedy under, any material Contract, in each case other than in the ordinary course of business and consistent with past practices; (viii) modify, amend or terminate, or waive, release or assign any material rights or claims with respect to any Specified Contract or any confidentiality agreement to which any Acquired Company is a party; (ix) acquire, lease or license any right or other material asset from any other Person or sell or otherwise dispose of, or lease or license, any material right or other material Asset, including without limitation, any Intellectual Property of the Acquired Companies to any other Person, except in each case for Assets acquired, leased, licensed or disposed of by the Company in the ordinary course of business and consistent with past practices; (x) lend or advance money to any Person, make any capital contribution to or investments in any Person, or incur or guarantee any Obligation, including without limitation, any additional borrowings under any existing lines of credit (except that the Company may , in the ordinary course of business and consistent with past practices, make line of credit borrowings under its existing credit facility and advancement of expenses); (xi) except as set forth in Section 5.2(b)(xi) to the Company Disclosure Letter, and other than with respect to any applicable payroll Taxes, pay to any Person any bonuses, commissions, compensation, success fees or any other payments as a result of the consummation of the transactions contemplated herein or otherwise; (xii) except as required to comply with applicable Law and under existing agreements disclosed to Parent, or to satisfy the requirements of Section 409A of the Code, establish, adopt or amend any Benefit Plan, pay, commit to pay or accelerate the payment of any bonus or make, commit to make or accelerate any profit-sharing or similar payment to, or increase or commit to increase the amount of the wages, salary, commissions, fringe benefits, severance, insurance or other compensation or remuneration payable to, any of its directors, officers, employees or consultants, or enter into any new (or amend any existing) employment, severance or termination Contract with any current, prospective or former director, officer or employee, except that the Company may (A) make routine, reasonable salary increases in connection with the Company's customary employee review process, in the ordinary course of business and consistent with past practices, (B) make bonus payments, in the ordinary course of business consistent with past practices, to employees under the terms of existing agreements and plans disclosed to Parent and (C) enter into its standard employment/non-compete/confidentiality agreement with any employee hired pursuant to Section 5.2(b) (xiii) in the ordinary course of business consistent with past practices and which would not have been required to be disclosed in the Disclosure Letter pursuant to clause (ii) or (iii) of the second sentence of Section 3.14(b); EXECUTION VERSION 38 (xiii) hire any new employee with an annual base salary in excess of $100,000; other than employees hired solely (A) to replace employees who are no longer with the Acquired Companies, (B) to fill vacancies created by employee promotions; provided that in each case of (A) and (B) the compensation of such new employees is at a level no higher than the lesser of (x) the compensation level of the former (or promoted) employee that such new employee is replacing and (y) $200,000 per year, or (C) new employees to support new business growth, provided that the compensation of such new employee does not exceed $200,000; (xiv) make any change in any method of accounting or accounting practice or policy (including any method, practice or policy relating to Taxes), except as required by any changes in GAAP or as otherwise required by Law; (xv) write up, write down or write off the book value of any assets, individually or in the aggregate, in excess of $500,000, except for depreciation and amortization in accordance with GAAP consistently applied or as required by applicable Law (xvi) make, revoke or amend any Tax election, settle or compromise any claim or assessment with respect to Taxes, execute or consent to any waivers extending the statutory period of limitations with respect to the collection or assessment of any Taxes or amend any material Tax Returns; (xvii) (A) commence any Proceeding, or (B) pay, discharge, satisfy any claims, liabilities or Obligations or settle any Proceeding other than the payment, discharge or satisfaction of claims, liabilities or Obligation that individually or in the aggregate less than $100,000 or (C) or settle any Proceeding seeking an injunction or any other equitable relief; (xviii) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any agreement relating to an Acquisition Proposal; (xix) plan, announce, implement or effect any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company or its Subsidiaries generally; (xx) take any action to exempt or make not subject to (A) the provisions of Section 203 of the DGCL or (B) any other state takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any individual or entity (other than Parent, its Affiliates or the Company's Subsidiaries), or any action taken thereby, which individual, entity or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom; (xxi) take any action or omit to take any action that could be reasonably expected to result in (A) any of the conditions to the Offer set forth in Annex I not being satisfied, (B) any representation or warranty of the Company set forth in Section 4 becoming not true or not accurate in any material respect, or (C) the prevention or EXECUTION VERSION 39 material delay or impediment to the consummation of the Offer, the Merger or the transactions contemplated by this Agreement; (xxii) permit or cause any Subsidiary of the Company to do any of the foregoing; or (xxiii) agree or commit, whether or not in writing, to take any of the actions described in clauses "(i)" through "(xxii)" of this Section 5.2(b). 5.3 No Solicitation. (a) From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 8, the Company shall not, nor shall it permit any of its Subsidiaries to, authorize any Affiliate, officer, director, manager or employee of, or any investment banker, attorney or other advisor or representative (collectively, "REPRESENTATIVES") of the Company or any of its Subsidiaries to (i) solicit, initiate, facilitate or encourage or otherwise disclose nonpublic information in furtherance of, any inquiries relating to, or the submission of, any Acquisition Proposal; (ii) participate in or conduct any discussions or negotiations regarding any Acquisition Proposal, or furnish to any Person any information or data with respect to or provide access to the properties of the Company or any of its Subsidiaries, or take any other action to facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal; (iii) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or (iv) approve or recommend or propose to approve or recommend or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar Contract or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided that (subject to Section 5.3(b)) nothing contained in this Section 5.3 or any other provision of this Agreement shall prohibit the Company or the Company Board from taking and disclosing to the Company Stockholders a position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Notwithstanding the foregoing, prior to the time of acceptance and deposit of funds for payment in accordance with Section 1.1(b) for shares of Company Common Stock for payment pursuant to the Offer, the Company may furnish information concerning its businesses or its Subsidiaries, properties or assets to any Person or "group" (as defined in the Exchange Act and the rules promulgated thereunder) and may negotiate and participate in discussions and negotiations with any Person or group concerning an Acquisition Proposal (as defined below), if: (i) such Person or group shall have entered into a confidentiality agreement, the confidentiality provisions of which shall not be materially more favorable to such Person or group than those provided for in the Confidentiality Agreement (provided that such confidentiality agreement must permit the Company to disclose to Parent all of the information required to be disclosed by the Company to Parent by this Section 5.3); (ii) such Person or group has submitted a written Acquisition Proposal that has been determined or is reasonably likely to be determined to be a Superior Proposal; EXECUTION VERSION 40 (iii) in the good faith opinion of the Company Board, determined after consulting with independent legal counsel to the Company, that doing so is necessary for the directors to comply with their fiduciary duties to the Company Stockholders under applicable Law; and (iv) the Company has notified Parent in writing of its intention to engage in such discussions or negotiations or to provide such confidential information not less than three Business Days prior to so doing. The Company will promptly notify Parent in writing of the existence of any proposal, discussion, negotiation or inquiry received by the Company regarding any Acquisition Proposal. The Company will promptly provide to Parent any non-public information concerning the Company provided to any other Person in connection with any Acquisition Proposal that was not previously provided to Parent. The Company will keep Parent informed on a prompt basis of the status of any such Acquisition Proposal and of the status of any discussions or negotiations relating to any Acquisition Proposal. (b) Except as set forth in this Section 5.3(b), the Company Board (i) shall recommend that the Company Stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and, to the extent necessary under applicable Law to accomplish the Merger, adopt this Agreement; (ii) shall not withdraw, modify, or qualify or propose to withdraw or modify, in a manner adverse to Parent or Acquisition Sub, the Company Board Recommendation; (iii) shall not approve or recommend, or propose to approve or recommend, any Acquisition Proposal or (iv) shall not enter into any agreement with respect to any Acquisition Proposal (other than a confidentiality agreement that is entered into in accordance with Section 5.3(a)). Notwithstanding the foregoing, subject to compliance with the provisions of this Section 5.3, prior to the time of acceptance and deposit of funds for payment in accordance with Section 1.1(b) for shares of Company Common Stock pursuant to the Offer, the Company Board, after consulting with outside legal counsel, may withdraw, modify or qualify the Company Board Recommendation, approve or recommend, or propose to approve or recommend, a Superior Proposal, and/or enter into an agreement with respect to a Superior Proposal, if the Company Board determines in good faith that doing so is necessary for the directors to comply with their fiduciary duties to the Company Stockholders under applicable Law; provided that in each case (A) the Company has given Parent written notice at least three Business Days in advance of effecting such action that the Company Board has received a Superior Proposal that it intends to accept, which specifies all of the terms and conditions of such Superior Proposal (other than immaterial terms), and furnishes Parent with a copy of all the relevant proposed transaction agreements, if such exist, with the Person making such Superior Proposal and identifies such Person or Persons making such Superior Proposal and (B) during the period of not less than three Business Days following the delivery of the notice referred to in clause (A) above and prior to effecting such action, the Company has negotiated, and has used all commercially reasonable efforts to cause its financial and legal advisors to negotiate, with Parent in good faith (to the extent that Parent desires to negotiate) to make adjustments in the terms and conditions of this Agreement so that the Acquisition Proposal shall cease to constitute a Superior Proposal. EXECUTION VERSION 41 (c) Nothing in this Section 5.3, and no action taken by the Company Board pursuant to this Section 5.3, will permit the Company to enter into any agreement providing for any transaction contemplated by an Acquisition Proposal (other than a confidentiality agreement to the extent permitted under Section 5.3 hereof unless the Company or Parent has first terminated this Agreement pursuant to Section 8). (d) For purposes of this Agreement, "ACQUISITION PROPOSAL" means any bona fide offer, proposal or other indication of interest regarding any of the following (other than the transactions provided for in this Agreement involving the Company): (i) any merger, consolidation, share exchange, recapitalization, reorganization, business combination, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more of the Assets of the Company (including the stock of its Subsidiaries) and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions; (iii) any purchase or sale of or tender offer or exchange offer for, which, if consummated, would result in any Person (or the equity holders of such Person) beneficially owning securities representing 15% or more of the outstanding shares of capital stock of the Company or its Subsidiaries, or the filing of a registration statement under the Securities Act in connection therewith or (iv) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing except "Acquisition Proposal does not include any offer or proposal by Parent or its Affiliates. For purposes of this Agreement, "SUPERIOR PROPOSAL" shall mean a written Acquisition Proposal with respect to the Company which the Company Board concludes in good faith, after consultation with its financial advisors and legal advisors, taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal (including any break-up fees, expense reimbursement provisions and conditions to consummation), as well as after giving effect to all of the adjustments, if any, which are in fact offered by Parent pursuant to Section 5.3(b) (i) is more favorable to the Company Stockholders, from a financial point of view, than the transactions contemplated by this Agreement and (ii) to the extent cash consideration, if any, is contemplated, is fully financed or reasonably capable of being fully financed and otherwise reasonably capable of being completed on the terms proposed; provided that, for purposes of this definition of "Superior Proposal," the term Acquisition Proposal shall have the meaning assigned to such term in this Section 5.3(d), except that the reference to "15% or more" in the definition of "Acquisition Proposal" shall be deemed to be a reference to "a majority" and "Acquisition Proposal" shall only be deemed to refer to a transaction involving a majority of the equity securities of the Company or all or substantially all of the consolidated assets of the Company and its Subsidiaries; provided that no Acquisition Proposal shall constitute a Superior Proposal if it resulted from a breach or was negotiated by the Company in violation of this Section 5.3 or if the Company failed to (A) give Parent written notice as provided in clause (A) of the last sentence of Section 5.3(b), (B) negotiate, or use its commercially reasonable efforts to cause its financial and legal advisors to negotiate, with Parent in good faith (as required by Section 5.3(b) and to the extent Parent desired to negotiate) to make adjustments in the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal or (C) in all material respects, keep Parent informed on a prompt basis of the status of any such Acquisition Proposal and of the status of any discussions or negotiations relating to any Acquisition Proposal. EXECUTION VERSION 42 Section 6. ADDITIONAL COVENANTS OF THE PARTIES 6.1 Stockholder Approval; Proxy Statement. (a) If the adoption of this Agreement by the Company Stockholders is required by applicable Law, the Company shall, as promptly as practicable following the date the Acquisition Sub shall accept for payment all shares of Company Common Stock in the Offer, take all action necessary under all applicable Law to call, give notice of and hold a meeting of the holders of Company Common Stock to vote on the adoption of this Agreement (the "COMPANY STOCKHOLDERS' MEETING"). The Company shall ensure that all proxies solicited in connection with the Company Stockholders' Meeting are solicited in compliance with all applicable Law. (b) If the adoption of this Agreement by the Company Stockholders is required by Law, the Company shall, as soon as practicable following the date the Acquisition Sub shall accept for payment all shares of Company Common Stock in the Offer, prepare and file with the SEC the Proxy Statement and shall use all commercially reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company Stockholders, as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Company Stockholders' Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare such an amendment or supplement and after obtaining the consent of Parent to such amendment or supplement, shall promptly transmit such amendment or supplement to the Company Stockholders. (c) Notwithstanding anything to the contrary contained in this Agreement, if Acquisition Sub shall own by virtue of the Offer or otherwise at least 90% of the outstanding shares of Company Common Stock, the parties shall take all necessary and appropriate action to cause the merger of Acquisition Sub and the Company to become effective as soon as practicable after the expiration date of the Offer (as such expiration date may have been extended in accordance with the terms of this Agreement) without a stockholders' meeting in accordance with Section 253 of the DGCL. (d) Parent agrees to cause all shares of Company Common Stock, if any, owned by Parent or any Subsidiary of Parent to be voted in favor of the adoption of the Merger at the Company Stockholders' Meeting. 6.2 Regulatory Approvals. Each party shall use all commercially reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the EXECUTION VERSION 43 Offer, the Merger and the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, the Company and Parent shall, promptly after the date of this Agreement, prepare and file any notifications required under any applicable antitrust Laws in connection with the Offer, the Merger or the other transactions contemplated by this Agreement. Expenses incurred in connection with any filings under the HSR Act and/or any other antitrust Laws shall be shared equally by Parent and the Company. The Company and Parent shall respond as promptly as practicable to any inquiries or requests received from any antitrust authority or other Governmental Body in connection with antitrust or related matters; provided, however, that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Body as a pre-condition to the approval of the transactions contemplated by this Agreement by any such Governmental Body. Each of the Company and Parent shall (a) give the other party prompt notice of the commencement or threat of commencement of any Proceeding by or before any Governmental Body with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement; (b) keep the other party informed as to the status of any such Proceeding or threat and (c) promptly inform the other party of any communication to or from any Governmental Body regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement. Except as may be prohibited by any Governmental Body or by any Law, (x) each party will consult and cooperate with the other, and will consider in good faith the views of the other, in connection with any analysis, appearance, presentation, memorandum, brief, Proceeding under or relating to any foreign, federal or state antitrust or fair trade Law, and (y) in connection with any such Proceeding, each party will permit authorized Representatives of the other to be present at each meeting or conference relating to any such Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Body in connection with any such Proceeding. 6.3 Stock Options. (a) Prior to the Effective Time, the Company shall neither accelerate the vesting of any Company Option nor allow the vesting of any Company Stock Options to be accelerated. As of the Effective Time, the Company will accelerate the vesting of all unvested ITM Options. Additionally, as of the Effective Time, the Company shall cancel, or cause to be cancelled, all of the Company Stock Options, whether they are ITM Options or not. The cancelled ITM Options are to be paid in accordance with Section 6.3(d). No holder of a Company Stock Option, other than the ITM Optionholders, shall be entitled to receive any payment or any other form of consideration upon cancellation of the Company Stock Options. Except as may be otherwise agreed to by Parent and the Company in writing prior to the Effective Time, all stock option plans, programs and arrangements established by any of the Acquired Companies shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of any of the Acquired Companies shall be deleted, terminated and of no further force or effect as of the Effective Time. (b) The Company Board, or the applicable committee thereof, has determined, in good faith, that the Cash Amount, which is the amount a holder of a Company Option will be EXECUTION VERSION 44 entitled to receive upon the cancellation of the Company Stock Options pursuant to this Section 6.3, represents an amount equal to the value or appreciated value (if any) of such Company Stock Option as of the Effective Time. Prior to the Effective Time, at the request of Parent, the Company shall take all action (including amending any and all of the Company's existing stock option plans and programs and any and all stock option agreements) that Parent determines may be necessary (under the plans pursuant to which Company Stock Options are outstanding and otherwise) to effectuate the provisions of this Section 6.3 and to ensure that, from and after the Effective Time, holders of Company Stock Options have no rights with respect thereto other than those specifically provided in this Section 6.3. (c) As of the Effective Time, the Company shall cancel the warrants (the "COMPANY WARRANTS") issued pursuant to that certain Securities Purchase Agreement, dated as of June 9, 2003. (d) From and after the Effective Time, and conditioned as provided below, each ITM Optionholder will be entitled to receive from the Company the Cash Amount, in full and final settlement of the cancellation of the ITM Option. The Company's obligation to pay the Cash Amount to each ITM Optionholder is subject to (i) verification that the purported ownership and terms of the applicable ITM Option is in accordance with the Company's records and (ii) delivery by the ITM Optionholder to the Company of a duly executed written instrument (the "OPTIONHOLDER'S LETTER") in a form acceptable to Parent setting forth: (A) for each ITM Option, the aggregate number of shares of Company Common Stock covered thereby, the issue date and the exercise price, (B) a representation by the ITM Optionholder that he or she is the owner of all ITM Options described in the Optionholder's Letter and that as of immediately prior to the Effective Time none of the ITM Options had expired or otherwise ceased to be exercisable, (C) a confirmation by the ITM Optionholder that upon payment of the Cash Amount that all obligations of the Company to him or her with respect to the ITM Option shall have been fully satisfied and (D) such other terms as Parent may reasonably request. (e) Prior to the Effective Time, none of the Acquired Companies nor any of their respective officers or directors shall take any action to encourage any Person holding a Company Option to exercise such option or waive any provision or use their discretion to allow any Person to exercise a Company Option prior to the Effective Time and all rights, obligations, benefits, liabilities and provisions under any plan or agreement relating to any Company Option shall be construed in favor of the Company to the fullest extent permitted under applicable Law. 6.4 Employee Benefits. Parent agrees that all employees of the Acquired Companies who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time ("CONTINUING EMPLOYEES") shall be eligible to continue to participate in the Surviving Corporation's health and welfare benefit plans; provided, however, that nothing in this Section 6.4 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time (including as of the Effective Time). Immediately after the Effective Time, the Continuing Employees shall be entitled to participate in a plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code sponsored, maintained or contributed to by Parent or its Subsidiaries or the Surviving Corporation (a "PARENT 401(k) PLAN"). Each Continuing Employee's period of service and compensation history with the EXECUTION VERSION 45 Company and the Acquired Companies shall be counted in determining eligibility for, and the amount and vesting of, benefits under each Employee Benefit Plan sponsored or maintained by Parent (including, without limitation, the Parent 401(k) Plan), except that such service shall not be taken into account for purposes of benefit accrual under any defined benefit plan of Parent. To the extent any Continuing Employee becomes covered under a health plan sponsored or maintained by Parent, such Continuing Employee shall receive credit under such plan toward any deductible and/or out-of-pocket maximum which may apply under such Parent health plan, for those sums paid under a health plan sponsored or maintained by the Acquired Companies as deductibles, coinsurance and copayments during the calendar year containing the Closing Date. 6.5 Indemnification of Officers and Directors. (a) All rights to indemnification existing in favor of those Persons who are or have at any time been directors and officers of the Company (the "INDEMNIFIED PERSONS") for their acts and omissions occurring prior to the Effective Time, as provided in the Company Bylaws and certificate of incorporation as in effect as of the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six years from the Effective Time. (b) The Surviving Corporation shall maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions occurring prior to the Effective Time, a "tail" policy of directors' and officers' liability insurance (the "TAIL POLICY") covering the period of time from the Effective Time until up to the sixth anniversary of the Effective Time, providing comparable coverage to the existing directors' and officers' liability insurance policy maintained by the Company as of the date hereof; provided, however, that neither the Surviving Corporation nor Parent shall be required to pay an aggregate premium for any such Tail Policy in excess of $600,000, but, in such case, shall purchase as much coverage as reasonably practicable for such amount and that the Surviving Corporation or Parent may substitute therefor other policies not less advantageous (excluding de minimis differences) to the beneficiaries of the current policies; and further provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time. (c) In the event Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 6.5, proper provision shall be made so that the successors and assigns of Parent assume the obligations set forth in this Section 6.5, and none of the actions described in clause (i) or clause (ii) shall be taken until such provision is made. (d) The provisions of this Section 6.5 shall be enforceable by each Indemnified Person and such Person's heirs and representatives, and are in addition to and not in substitution for, any other right to indemnification or contribution that such Indemnified Person may have under the Company Certificate, Company Bylaws, Surviving Charter, Surviving Bylaws, under any acquisition Contract, under the DGCL or otherwise. EXECUTION VERSION 46 6.6 Additional Agreements. Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement (a) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement; (b) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement and (c) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement; provided, however, that no party shall be under any obligation to divest of any assets or hold separate any assets or take any other similar measures in connection with any demand therefor by any Governmental Body as a pre-condition to the approval of the transactions contemplated by this Agreement by any such Governmental Body. Each party shall promptly deliver to the other parties a copy of each such filing made, each such notice given and each such Consent obtained by such party. 6.7 Disclosure. Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statement with respect to the Offer, the Merger or any of the other transactions contemplated by this Agreement; provided, however, the initial press release relating to this Agreement, which shall be issued within one Business Day after the date of this Agreement, shall be a joint press release the text of which has been agreed to by Parent and the Company. Without limiting the generality of the foregoing, neither party shall, and shall not permit any of its Subsidiaries or any Representative to, make any disclosure to the public or otherwise regarding the Offer, the Merger or any of the other transactions contemplated by this Agreement unless (a) the other party shall have been given the opportunity to review and comment upon such disclosure and shall have approved such disclosure or (b) the disclosing party shall have been advised in writing by its outside legal counsel that such disclosure is required by applicable Law. 6.8 Change of Control Payments. At the Closing and upon acknowledgment by the applicable individual of (i) the termination of the applicable employment, compensation or other similar agreements and that (ii) no other amount is due under such agreements, the Company will pay to the individuals the amount of change in control payments set forth in Section 6.8 of the Disclosure Letter (less any applicable withholding taxes and amounts such individual declines). The Company shall reimburse such individual for any excise tax that the individual incurs as a result of such payment within ten days after such individual delivering a written request for reimbursement accompanied by a copy of such individual's tax returns showing the excise tax actually incurred; provided, however, for purposes of clarity, the Company shall only reimburse such individual for the initial excise tax on the amount set forth in Section 6.8 of the Disclosure Letter and not on any tax on such reimbursement amount. 6.9 Aprahamian Notes. At or prior to the Appointment Time, the Company shall accelerate the payment of the outstanding principal amount of the Aprahamian Note (as defined in that certain Shareholder Agreement between Ronald V. Aprahamian and the Company, dated May 4, 2001) and the accrued and unpaid interest thereon. EXECUTION VERSION 47 6.10 Resignation of Officers and Directors. The Company shall use commercially reasonable efforts to obtain and deliver to Parent on or prior to the acceptance of shares of Company Common Stock pursuant to the Offer the resignation of each director of each of the Acquired Companies and such officers of the Acquired Companies as Parent shall request. 6.11 General Cooperation. From the date hereof through the Effective Time, the Acquired Companies will use their commercially reasonable efforts to operate their businesses in such a manner as to achieve a smooth transition consistent with the mutual business interests of the Acquired Companies and Parent. In this regard, the Acquired Companies and Parent agree that they will enter into good faith discussions concerning the businesses of the Acquired Companies, including, but not limited to, personnel policies and procedures, and other operational matters. Section 7. CONDITIONS PRECEDENT TO THE MERGER The obligations of the parties to effect the Merger are subject to the satisfaction, at or prior to the Closing, of each of the following conditions: 7.1 Stockholder Approval. If required by applicable Law, this Agreement shall have been duly adopted by the Required Company Stockholder Vote. 7.2 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Merger shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Law enacted or deemed applicable to the Merger that makes consummation of the Merger illegal; provided that, in the case of a restraining order, injunction or other order, each of the parties shall have used their commercially reasonable efforts to prevent the entry of any such restraining order, injunction or other order and to appeal as promptly as possible any restraining order, injunction or other order that may be entered. 7.3 Consents, Approvals. All material consents, permits of, authorization from, notifications to and filings with any Governmental Body required to be made or obtained prior to the Effective Time shall have been made or obtained. 7.4 Waiting Period. Any waiting period (and any extension thereof) under the HSR Act or merger control or competition laws or regulations applicable to the consummation of the Merger shall have expired or terminated. 7.5 Consummation of Offer. Acquisition Sub shall have purchased shares of Company Common Stock tendered pursuant to the Offer. Section 8. TERMINATION 8.1 Termination. This Agreement may be terminated and the Offer and the Merger may be abandoned (notwithstanding any approval of the Merger by the Company Stockholders): (a) by mutual written consent of Parent and the Company at any time prior to the Effective Time; EXECUTION VERSION 48 (b) by either Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting Parent or the Company from consummating the Offer, the Merger, or the transactions contemplated by this Agreement; (c) by either Parent or the Company if the Appointment Time shall not have occurred on or prior to the close of business on April 30, 2005; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) if the failure of the Appointment Time to have occurred by the close of business on April 30, 2005 is attributable to a failure on the part of such party to perform any material covenant or obligation in this Agreement required to be performed by such party or a material breach of any representation or warranty by such party at or prior to the Appointment Time; (d) prior to the Appointment Time, by Parent if a Triggering Event shall have occurred; (e) by Parent, prior to the Appointment Time, if there has been a breach by the Company of any representation, warranty, covenant or agreement set forth in this Agreement, which breach would reasonably be expected to result in any condition set forth in Annex I or Section 7 not being satisfied and such breach is not reasonably capable of being cured and such condition is not reasonably capable of being satisfied within 30 days after the receipt of notice thereof shall have been received by the party hereto alleged to be in breach; (f) by the Company, prior to the Appointment Time, if there has been a breach by Parent or Acquisition Sub of any representation, warranty, covenant or agreement set forth in this Agreement, which breach would reasonably be expected to result in any condition set forth in Annex I or Section 7 not being satisfied and such breach is not reasonably capable of being cured and such condition is not reasonably capable of being satisfied within 30 days after the receipt of notice thereof shall have been received by the party hereto alleged to be in breach; or (g) prior to the Appointment Time, by the Company, if the Company or the Company Board has provided written notice to Parent that the Company intends to enter into a binding written agreement for a Superior Proposal (with such termination becoming effective, if Parent does not make an offer pursuant to clause (B) of Section 5.3(b), on the Business Day immediately following the three Business Day period contemplated thereby, or otherwise, upon the Company entering into such binding written agreement); provided, however, that (i) the Company shall have complied with Section 5.3 hereof in all material respects; and (ii) Parent does not make, within three Business Days after receipt of the Company's written notice pursuant to clause (A) of Section 5.3(b), an offer that the Company Board shall have reasonably concluded in good faith (following consultation with its financial advisor and outside counsel) is an offer that results in such Acquisition Proposal ceasing to constitute a Superior Proposal. 8.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect; provided, however, that (a) Section 8.2, Section 8.3 and Section 9 and the Confidentiality Agreement shall survive the termination of this Agreement and shall remain in full force and effect; (b) Section 1.3 shall EXECUTION VERSION 49 survive the termination of this Agreement if this Agreement is terminated pursuant to Section 8.1(a); (c) nothing herein shall relieve any party from liability for any willful or intentional material breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement and (d) no termination of this Agreement shall in any way affect any of the parties' rights or obligations with respect to any shares of Company Common Stock accepted for payment and paid for pursuant to the Offer prior to such termination. 8.3 Expenses; Termination Fees. (a) Except as otherwise set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Offer or the Merger is consummated; provided, however, that: (i) Parent and the Company shall share equally all fees and expenses, other than attorney's fees, accounting fees, and financial advisory fees, incurred in connection with (A) filings, required of any party hereto or any of their Subsidiaries under any antitrust Law with respect to the transactions contemplated by this Agreement (B) SEC, "Blue Sky" or other similar filings relating to the Offer, the Merger or the transactions contemplated by this Agreement and (C) the printing, production, mailing or delivery of the Offer Documents, the Proxy Statement, any amendments or supplements thereto, and any other documents, statements, schedules or reports related thereto; (ii) if this Agreement is terminated by Parent pursuant to Section 8.1(d) or Section 8.1(e), or by the Company pursuant to Section 8.1(g), then the Company shall promptly pay, but in no event later than three Business Days after such termination to Parent by wire transfer of immediately available funds, in an amount equal to the aggregate amount of all reasonable fees and expenses (including all reasonable attorneys' fees, accountants' fees, financial advisory fees and all filing fees) that have been paid or that have been incurred by or on behalf of Parent in connection with the transactions contemplated by this Agreement, including, without limitation, the due diligence review of the Company by Parent, Acquisition Sub and their respective Representatives, and the preparation and negotiation of this Agreement, the Tender and Voting Agreement, the Offer Documents, the Proxy Statement, and all other agreements, documents and statements otherwise incurred in connection with the Merger, the Offer or any of the other transactions contemplated by this Agreement, but which amount in no event shall exceed $500,000; and (iii) if this Agreement is terminated by the Company pursuant to Section 8.1(f), then Parent shall promptly pay, but in no event later than three Business Days after such termination to the Company by wire transfer of immediately available funds, in an amount equal to the aggregate amount of all reasonable fees and expenses (including all reasonable attorneys' fees, accountants' fees, financial advisory fees and all filing fees) that have been paid or that have been incurred by or on behalf of the Company in connection with the transactions contemplated by this Agreement, including, without limitation, the preparation and negotiation of this Agreement and the Company Disclosure Letter, the Tender and Voting Agreement, the Offer Documents, the Proxy EXECUTION VERSION 50 Statement, and all other agreements, documents and statements otherwise incurred in connection with the Merger, the Offer or any of the other transactions contemplated by this Agreement, but which amount in no event shall exceed $500,000. (b) If this Agreement is terminated pursuant to Section 8.1(d) or Section 8.1(g), then the Company shall promptly, but in no event later than three Business Days after such termination, pay Parent an aggregate amount equal to Four Million Dollars (the "TERMINATION FEE") by wire transfer of immediately available funds. If this Agreement is terminated pursuant to Section 8.1(c) or Section 8.1(e), and (i) within 12 months of the date of termination the Company or any of its Subsidiaries enters into any definitive agreement with respect to, or the Company Board recommends that the Company Stockholders approve, adopt or accept, any Acquisition Proposal and (ii) such Acquisition Proposal is subsequently consummated, then the Company shall promptly, but in no event later than three Business Days after such consummation, pay to Parent an aggregate amount equal to the Termination Fee by wire transfer of immediately available funds; provided, however, no Termination Fee shall be owed to Parent pursuant to the second sentence of this Section 8.3(b) if (x) no Acquisition Proposal had been made prior to the termination of this Agreement and (y) (A) the percentage of Assets of the Company (including the stock of its Subsidiaries) and its Subsidiaries, taken as a whole, in a single transaction or series of related transactions, sold, leased, exchanged, mortgaged, pledged, transferred or otherwise disposed of pursuant to all Acquisition Proposals is less than 25% of the Assets of the Company (including the stock of the Subsidiaries) and its Subsidiaries, taken as a whole or (B) the percentage of capital stock of the Company or its Subsidiaries purchased, sold, subject to any tender offer or exchange offer or otherwise disposed of pursuant to all Acquisition Proposals is less than 25% of the outstanding shares of capital stock of the Company or its Subsidiaries. (c) If either party fails to pay when finally determined to be due any amount payable under this Section 8.3, then the defaulting party shall reimburse the party entitled to payment for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by such party of its rights under this Section 8.3. Subject to Section 8.2(c) in the case of a willful or intentional material breach, payment of the Termination Fee and expense reimbursement, if any, as the case may be, shall be the exclusive remedy for any termination of this Agreement in accordance with this Section 8, and there shall be no further liability to the other party or any of its Representatives as a result of such termination. Section 9. MISCELLANEOUS PROVISIONS 9.1 Amendment. This Agreement may be amended by the parties hereto, by action taken or authorized by their respective boards of directors, at any time before or after approval of this Agreement by the Company Stockholders, but, after any such approval, no amendment shall be made that by applicable Law requires further approval or authorization by the Company Stockholders without such further approval or authorization. Notwithstanding the foregoing, this Agreement may not be amended, except by an instrument in writing signed on behalf of each of the parties hereto. EXECUTION VERSION 51 9.2 Waiver. No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 9.3 No Survival of Representations and Warranties. None of the representations and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Merger; provided however that this Section 9.3 shall not limit any covenant or agreement of the parties hereto which by its express terms provides for performance after the Effective Time or after termination of this Agreement. 9.4 Entire Agreement; Counterparts; No Third Party Beneficiaries. This Agreement (together with the Company Disclosure Letter) and the other agreements referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the confidentiality provisions of the Confidentiality Agreement shall not be superseded and shall remain in full force and effect. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder except for Indemnified Persons pursuant to Section 6.5 hereof. 9.5 Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof or any other jurisdiction. In any action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware (and agrees not to commence any such action except in such courts) and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in such court has been brought in an inconvenient forum; (b) if any such action is commenced in a state court, then, subject to applicable Law, no party shall object to the removal of such action to any federal court located in the State of Delaware; (c) each of the parties irrevocably waives the right to trial by jury and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.9. 9.6 Headings. The section, paragraph and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning of this Agreement. EXECUTION VERSION 52 9.7 Attorneys' Fees. In any action at law or suit in equity to enforce this Agreement or the rights of any of the parties hereunder, the prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys' fees and all other reasonable costs and expenses incurred in such action or suit. 9.8 Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of a party's rights hereunder may be assigned by the Company without the prior written consent of the other parties, and any attempted assignment of this Agreement or any of such rights by the assigning party without such consent shall be void and of no effect. Other than Section 6.5 (which is intended to be for the benefit of the Indemnified Persons and may be enforced by the Indemnified Persons), nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any assignment prohibited under this Section 9.8 shall be null and void. 9.9 Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement, or in connection with the transactions contemplated hereby and thereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (a) if personally delivered, on the Business Day after it is sent (as evidenced by the receipt of the personal delivery service); (b) if mailed by certified or registered mail return receipt requested, four (4) Business Days after the aforesaid mailing; (c) if delivered by overnight courier (with all charges having been prepaid), on the second Business Day after it is sent (as evidenced by the receipt of the overnight courier service of recognized standing) or (d) if delivered by facsimile transmission, on the Business Day of such delivery if confirmed within 48 hours thereafter by a signed original sent in one of the manners set forth in (a) through (c) above. If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 9.9), or the refusal to accept same, the notice shall be deemed received on the Business Day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable: If to Parent or to Acquisition Sub: Affiliated Computer Services, Inc. 2828 North Haskell Avenue Dallas, Texas 75204 Attention: John H. Rexford with a copy to: Thomas W. Hughes, Esq. Fulbright & Jaworski L.L.P. 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 EXECUTION VERSION 53 If to the Company: Superior Consultant Holdings Corporation 5225 Auto Club Drive Dearborn, Michigan 48126 Attention: Richard D. Helppie, Jr. with a copy to: William E. Doran, Esq. Sachnoff & Weaver 30 South Wacker Drive, 29th Floor Chicago, Illinois 60606 9.10 Cooperation. Each party to this Agreement agrees to reasonably cooperate with the other parties and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by the other parties to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purposes of this Agreement. 9.11 Severability. Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. 9.12 Interpretation of Representations. Each representation and warranty made in this Agreement or pursuant hereto is independent of all other representations and warranties made by the same parties, whether or not covering related or similar matters, and must be independently and separately satisfied. 9.13 Bankruptcy Qualification. Each representation or warranty made in or pursuant to this Agreement regarding the enforceability of any Contract shall be qualified to the extent that such enforceability may be affected by bankruptcy, insolvency and other similar Laws or equitable principles (but not those concerning fraudulent conveyance) generally affecting creditors' rights and remedies. 9.14 Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine. EXECUTION VERSION 54 (b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) Except as otherwise indicated, all references in this Agreement to "Sections," "Exhibits" and "Annexes" are intended to refer to Sections of this Agreement and Exhibits or Annexes to this Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. EXECUTION VERSION 55 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written. AFFILIATED COMPUTER SERVICES, INC. By:_____________________________________ Name:___________________________________ Title:__________________________________ ACS MERGER CORP. By:_____________________________________ Name:___________________________________ Title:__________________________________ SUPERIOR CONSULTANT HOLDINGS CORPORATION By:_____________________________________ Name:___________________________________ Title:__________________________________ EXECUTION VERSION EXHIBIT A DEFINITIONS For purposes of the Agreement (including this Exhibit A, Exhibit B and Annex I): "ACCEPTANCE DATE" shall have the meaning set forth in Section 1.4(a) of this Agreement. "ACQUIRED COMPANIES" shall mean the Company and each of its Subsidiaries. "ACQUISITION PROPOSAL" shall have the meaning set forth in Section 5.3(d) of this Agreement. "ACQUISITION SUB" shall have the meaning set forth in the recitals. "AFFILIATE" shall mean with respect to the indicated Person any other Person who, directly or indirectly, controls, is controlled by, or is under common control with, the indicated Person and also shall mean any executive officer, director, trustee, shareholder, manager, principal, partner or member of the indicated Person or the other Person. For purposes of this definition, the terms "control", "controlled by" and "under common control with" shall mean the possession directly or indirectly of the power to direct or cause the direction of the management and policies of the indicated Person, whether through the ownership of voting securities, by trust, management agreement, contract or otherwise. "AGREEMENT" shall mean the Agreement and Plan of Merger to which this Exhibit A is attached, as it may be amended from time to time. "APPOINTMENT TIME" shall mean the time that is the later of (i) the acceptance of and deposit of funds for payment in accordance with Section 1.1(b) for shares constituting at least a majority of the Fully Diluted Number of Company Shares pursuant to the Offer and (ii) the persons designated by Parent pursuant to Section 1.3 make up a majority of the members of the entire Company Board assuming no vacancies exist. "ASSET" shall mean any real, personal, mixed, tangible or intangible property of any nature, including cash on hand, cash in bank or other accounts, readily marketable securities, other cash-equivalent liquid assets of any nature, prepayments, deposits, escrows, accounts receivable (or other receivable), Tangible Property, Real Property, Software, Contract Rights, Intangibles and goodwill, and claims, causes of action and other legal rights and remedies. "BENEFIT PLAN" shall have the meaning set forth in Section 3.15(a) of this Agreement. "BUSINESS DAY" shall mean any day other than Saturday, Sunday or a day on which commercial banks in Dallas, Texas are authorized or required to be closed; provided that, as it relates to time periods prescribed under the Securities Act or the Exchange Act, "BUSINESS DAY" shall have the meaning given to such term in Rule 14d-1(g)(3) of the Exchange Act. "CASH AMOUNT" shall mean (a) with respect to each ITM Option, an amount equal to the product of (i) the excess of the Per Share Amount over the exercise price per share of Company EXECUTION VERSION A-1 Common Stock covered by the ITM Option as of the Effective Time multiplied by (ii) the number of shares of Company Common Stock covered by the ITM Option; and (b) with respect to a Company Stock Option that is not an ITM Option, zero ($0.00). "CERTIFICATE OF MERGER" shall have the meaning set forth in Section 2.3 of this Agreement. "CERTIFICATES" shall have the meaning set forth in Section 2.6(a) of this Agreement. "CLOSING" shall have the meaning set forth in Section 2.3 of this Agreement. "CLOSING DATE" shall have the meaning set forth in Section 2.3 of this Agreement. "COBRA" shall have the meaning set forth in Section 3.15(j) of this Agreement. "CODE" shall mean the Internal Revenue Code of 1986, as amended. "COMMERCIALLY AVAILABLE SOFTWARE" shall mean the following: Software which is (i) commercially available to the public, and (ii) not embedded in any of the products or services provided by the Acquired Companies, and (iii) replaceable without material delay for less than $100,000. "COMPANY" shall have the meaning set forth in the recitals. "COMPANY BOARD" shall mean the board of directors of the Company. "COMPANY BOARD RECOMMENDATION" shall have the meaning set forth in Section 3.20(a) of this Agreement. "COMPANY BYLAWS" shall mean the Company's bylaws, as in effect on the date of this Agreement. "COMPANY CERTIFICATE" shall mean the Company's certificate of incorporation, as in effect on the date of this Agreement. "COMPANY COMMON STOCK" shall have the meaning set forth in the Background section of this Agreement. "COMPANY DISCLOSURE LETTER" shall mean the disclosure letter that has been prepared by the Company and that has been delivered by the Company to Parent on the date of this Agreement. "COMPANY OPTIONS" shall have the meaning set forth in Section 3.2(b) of this Agreement. "COMPANY SEC DOCUMENTS" shall mean all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents (and all amendments in supplements thereto, including, but not limited to, items incorporated by EXECUTION VERSION A-2 reference into such statements, reports, schedules, forms and other documents) filed by the Company with the SEC since January 1, 2001. "COMPANY SOFTWARE" shall mean Software owned by the Company including all Intellectual Property, class libraries, Company-written reusable software components, database schemas, specifications, algorithms and formulas embodied or contained therein. "COMPANY STOCKHOLDER" shall mean a holder of shares of Company Common Stock. "COMPANY'S STOCK OPTION PLANS" shall mean those plans delivered to Parent and Acquisition Sub pursuant to Section 3.2(b) of this Agreement. "COMPANY STOCK OPTIONS" shall mean all of the Company Options other than the Company Warrants. "COMPANY STOCKHOLDERS' MEETING" shall have the meaning set forth in Section 6.1(a) of this Agreement. "COMPANY WARRANTS" shall have the meaning set forth in Section 6.3(c). "CONFIDENTIALITY AGREEMENT" shall mean the Confidentiality Agreement, dated June 14, between the Company and Parent. "CONSENT" shall mean any consent, approval, order or authorization (including any Governmental Authorization) of, or any declaration, filing or registration with, or any application, notice or report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing) of, by or with, any Person, which is necessary in order to take a specified action or actions in a specified manner and/or to achieve a specified result. "CONTINUING EMPLOYEES" shall have the meaning set forth in Section 6.4 of this Agreement. "CONTRACT" shall mean any written or oral contract, agreement, instrument, order, arrangement, commitment or understanding of any nature, including sales orders, purchase orders, leases, subleases, data processing agreements, maintenance agreements, license agreements, sublicense agreements, loan agreements, promissory notes, instruments, security agreements, pledge agreements, deeds, mortgages, guaranties, indemnities, warranties, employment agreements, consulting agreements, sales representative agreements, joint venture agreements, buy-sell agreements, options or warrants. "CONTRACT RIGHT" shall mean any right, power or remedy of any nature under any Contract, including rights to receive property or services or otherwise derive benefits from the payment, satisfaction or performance of another party's Obligations, rights to demand that another party accept property or services or take any other actions, and rights to pursue or exercise remedies or options. "COPYRIGHTS" shall mean all domestic and foreign copyright interests in any original work of authorship fixed in a tangible medium of expression, whether registered or unregistered, EXECUTION VERSION A-3 including but not limited to all copyright registrations or foreign equivalent, all applications for registration or foreign equivalent, all moral rights, all common-law rights, and all rights to register and obtain renewals and extensions of copyright registrations, together with all other copyright interests accruing by reason of international copyright convention, together with all income, royalties, damages and payments now or hereafter due or payable with respect thereto and the right to sue for past, present, or future infringement and to collect and retain all damages and profits therefor. "DISSENTING SHARES" shall have the meaning set forth in Section 2.7(a) of this Agreement. "DGCL" shall have the meaning set forth in Section 2.1 of this Agreement. "DOCUMENTATION" will be deemed to mean those materials developed for use in connection with a particular software in order to explain, instruct or clarify the operation, function, programming or features of the particular software. Without limiting the generality of the foregoing, Documentation also includes user and programming manuals, programmer notes, flow charts, schematics, illustrations, logic diagrams, descriptions of data flows, data structures, operating instructions, input information, training documents and format and technical and functional specifications. "EFFECTIVE TIME" shall have the meaning set forth in Section 2.3 of this Agreement. "EMPLOYEE BENEFIT PLAN" shall mean any employee benefit plan as defined in Section 3(3) of ERISA, and any other plan, program, policy or arrangement for or regarding bonuses, commissions, incentive compensation, severance, vacation, deferred compensation, profit sharing, retirement, payroll savings, stock options, stock purchases, stock awards, stock ownership, phantom stock, stock appreciation rights, medical/dental expense payment or reimbursement, disability income or protection, sick pay, group insurance, death benefits, employee welfare or fringe benefits of any nature; but excluding employment Contracts with individual employees. "ENCUMBRANCE" shall mean any lien, pledge, easement, Obligation, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest, understanding or arrangement imposing restrictions on title or use or other restrictions of any nature whatsoever (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). "ENTITY" shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity. EXECUTION VERSION A-4 "ENVIRONMENTAL LAWS" means all United States federal, state or local or foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of Hazardous Materials into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "ERISA AFFILIATE" shall mean any business or Entity that is a member of a "controlled group of corporations" under "common control" or an "affiliated service group" with a company or Entity within the meaning of any of Sections 414(b), (c), or (m) of the Code, or that is required to be aggregated with a company or Entity under Section 414(o) of the Code. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. "EXPIRATION DATE" shall have the meaning set forth in Section 1.1(c) of this Agreement. "FAIRNESS OPINION" shall have the meaning set forth in Section 3.22 of this Agreement. "FINAL TAX DATE" shall mean the date immediately preceding the Closing. "FULLY DILUTED NUMBER OF COMPANY SHARES" shall mean the sum of (i) the aggregate number of shares of Company Common Stock outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, plus (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise of any option, warrant, other right to acquire capital stock of the Company or other security exercisable or convertible for shares of Company Common Stock or other capital stock of the Company outstanding immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer; provided however, for purposes of clause (ii) that portion of any option, warrant or other right that is not vested or exercisable immediately prior to the acceptance of shares of Company Common Stock pursuant to the Offer, shall not be deemed outstanding. "GAAP" shall mean generally accepted accounting principles under current United States accounting rules and regulations, consistently applied throughout the periods covered. In no event shall the consistent application of the historical accounting policies used by the Company have priority over GAAP, regardless of materiality. "GOVERNMENTAL AUTHORIZATION" shall mean any: (a) Permit, license, certificate, franchise, permission, variance, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law; or (b) right under any Contract with any Governmental Body (other than rights to receive payments or other benefits under any Contract pursuant to which a Governmental Body is only a customer of an Acquired Company in the ordinary course of business). EXECUTION VERSION A-5 "GOVERNMENTAL BODY" shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, self-regulatory organization, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal). "HAZARDOUS MATERIALS" shall mean chemicals, pollutants, contaminants, or industrial, toxic or hazardous substances or wastes. "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, as amended. "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. "INCLUDE" and "INCLUDING" shall mean including but not limited to. "INDEMNIFIED PERSONS" shall have the meaning set forth in Section 6.5(a) of this Agreement. "INDEPENDENT DIRECTORS" shall have the meaning set forth in Section 1.3(c) of this Agreement. "INSURANCE POLICY" shall mean any public liability, product liability, general liability, comprehensive, property damage, vehicle, life, hospital, medical, dental, disability, worker's compensation, key man, fidelity bond, theft, forgery, errors and omissions, directors' and officers' liability, or other insurance policy of any nature. "INTANGIBLE" shall mean any name, corporate name, fictitious name, trademark, trademark application, service mark, service mark application, trade name, brand name, product name, slogan, trade secret, know-how, patent, patent application, copyright, copyright application, design, logo, formula, invention, product right, technology or other intangible asset of any nature, whether in use, under development or design, or inactive. "INTELLECTUAL PROPERTY" shall mean Patent Rights, Trademark Rights, Copyrights, Know-How, Software, Trade Secrets, Inventions and includes without limitation, internet domain name registrations, designs, blueprints, drawings, proprietary right or other intellectual property right or intangible asset or right to use or exploit any of the foregoing. "INTELLECTUAL PROPERTY LICENSES" shall have the meaning set forth in Section 3.12(e) of this Agreement. "INVENTIONS" shall mean and includes novel devices, processes, compositions of matter, methods, techniques, observations, discoveries, apparatuses, designs, expressions, theories and ideas, whether or not patentable. EXECUTION VERSION A-6 "ITM OPTION" shall mean a Company Option that is outstanding and valid immediately prior to the Effective Time and that has an exercise price less that is than the Per Share Amount. "ITM OPTIONHOLDER" shall mean a holder of an ITM Option. "JUDGMENT" shall mean any order, writ, injunction, citation, award, decree or other judgment of any nature of any Governmental Body. "KEY EMPLOYEE" shall mean a management or higher level employee earning an annual base salary equal to or greater than $150,000. "KNOW-HOW" shall mean scientific, engineering, mechanical, electrical, financial, marketing or practical knowledge or experience useful in the operation of the Company. "LATEST BALANCE SHEET" shall have the meaning set forth in Section 3.5(b) of this Agreement. "LAW" shall mean any federal, state, local, municipal, foreign or other law, statute, charter, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, guidelines, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of the Nasdaq National Market System or NYSE). "LICENSED INTELLECTUAL PROPERTY" shall have the meaning set forth in Section 3.12(e) of this Agreement. "MATERIAL ADVERSE EFFECT" shall mean an event, occurrence, violation, inaccuracy, circumstance or other matter, if such event, occurrence, violation, inaccuracy, circumstance or other matter (considered alone or together with any other matter or matters) had or would reasonably be expected to have a material adverse effect on (i) the business, financial condition, revenues, capitalization, assets, liabilities, operations, results of operations, or financial performance of the Acquired Companies taken as a whole (ii) the ability of the Company to consummate the Merger or any of the other transactions contemplated by the Agreement or to perform any of its material obligations under the Agreement, or (iii) Parent's or Acquisition Sub's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company or the Surviving Corporation; provided, however, that in determining whether there has been a Material Adverse Effect, any adverse effects resulting from or attributable to the following shall be disregarded: (A) general economic conditions or general conditions in the industry in which the Acquired Companies do business, except where the Acquired Companies are disproportionately impacted, (B) the public announcement of the transactions contemplated by this Agreement insofar as it negatively impacts the Acquired Companies' relationship with any competitor of Parent and its Subsidiaries (C) compliance with the terms of, or the taking of any action required by, this Agreement, (D) any change in accounting requirements or principles required by GAAP after consulting with Parent or any change in applicable Laws and (E) actions required to be taken under applicable Laws. "MATERIAL CLIENTS" shall have the meaning set forth in Section 3.26 of this Agreement. EXECUTION VERSION A-7 "MATERIAL SUBCONTRACTORS" shall have the meaning set forth in Section 3.25 of this Agreement. "MATERIAL SUPPLIERS" shall have the meaning set forth in Section 3.26 of this Agreement. "MERGER" shall have the meaning set forth in the Background section of this Agreement. "MERGER CONSIDERATION" shall have the meaning set forth in Section 2.5(a)(ii) of this Agreement. "MINIMUM CONDITION" shall have the meaning set forth in Section 1.1(b) of this Agreement. "NASD" shall mean the National Association of Securities Dealers, Inc. "NASDAQ" shall mean the Nasdaq National Market. "NECESSARY CONSENT" shall have the meaning set forth in Section 3.21(v) of this Agreement. "NYSE" shall mean the New York Stock Exchange, Inc. "OBLIGATION" shall mean any debt, liability or obligation of any nature, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, asserted or unasserted, due or to become due, unknown or otherwise. "OFFER" shall have the meaning set forth in the Background section of this Agreement. "OFFER DOCUMENTS" shall have the meaning set forth in Section 1.1(d) of this Agreement. "OFFER STATEMENT" shall have the meaning set forth in Section 1.1(d) of this Agreement. "OPERATING SUB" shall have the meaning set forth in Section 3.2(a) of this Agreement. "OPTIONHOLDER'S LETTER" shall have the meaning set forth in Section 6.3(d). "OWNED INTELLECTUAL PROPERTY" shall have the meaning set forth in Section 3.12(b) of this Agreement. "PARENT" shall have the meaning set forth in the recitals. "PARENT 401(k) PLAN" shall have the meaning set forth in Section 6.4 of this Agreement. "PATENT RIGHTS" shall mean and includes all domestic and foreign patents (including without limitation certificates of invention and other patent equivalents), provisional applications, patent applications and patents issuing therefrom as well as any division, continuation or continuation in part, reissue, extension, reexamination, certification, revival or renewal of any patent, all Inventions and subject matter related to such patents, in any and all EXECUTION VERSION A-8 forms, together with all income, royalties, damages and payments now or hereafter due or payable with respect thereto and the right to sue for past, present, or future infringement and to collect and retain all damages and profits therefor. "PAYING AGENT" shall have the meaning set forth in Section 2.6(a) of this Agreement. "PENSION PLAN" shall have the meaning set forth in Section 3.15(a) of this Agreement. "PERMIT" shall mean any license, permit, approval, waiver, order, authorization, right or privilege of any nature, granted, issued, approved or allowed by any Governmental Body. "PERMITTED ENCUMBRANCES" shall mean Encumbrances (i) for Taxes, governmental charges, assessments or levies, provided that such Taxes, governmental charges, assessments or levies are not yet due or are being contested in good faith by appropriate Proceedings; (ii) deposits, Encumbrances to secure payments of workmen's compensation, public liability, unemployment and other similar insurance, (iii) mechanics', workmen's materialmen's, repairmen's, warehousemen's, vendors' or carriers' Encumbrances, or other similar Encumbrances arising in the ordinary course of business consistent with past practices and securing sums which are not past due or are being contested in good faith by appropriate Proceedings and has been disclosed to Parent; (iv) purchase money Encumbrances upon any fixed or capital assets, the payments of which are not yet due and are included in the Latest Balance Sheet; and (v) Encumbrances that do not detract from the value or interfere with the use by the Acquired Companies of their Assets. "PERSON" shall mean any individual, Entity or Governmental Body. "PER SHARE AMOUNT" shall have the meaning set forth in the Background section of this Agreement. "PROCEEDING" shall mean any demand, claim, suit, action, litigation, investigation, arbitration, administrative hearing, audit or other proceeding of any nature (including any civil, criminal, administrative, investigative, or appellate proceeding). "PROPOSALS" shall have the meaning set forth in Section 3.27 of this Agreement. "PROXY STATEMENT" shall mean the proxy or information statement of the Company to be sent to the Company Stockholders in connection with the Company Stockholders' Meeting. "REAL PROPERTY" shall mean any real estate, land, building, condominium, town house, structure or other real property of any nature, all shares of stock or other ownership interests in cooperative or condominium associations or other forms of ownership interest through which interests in real estate may be held, and all appurtenant and ancillary rights thereto, including easements, covenants, water rights, sewer rights and utility rights. "REAL PROPERTY LEASES" shall have the meaning set forth in Section 3.6 of this Agreement. EXECUTION VERSION A-9 "RELATED PARTY" shall mean (a) any of the Company's directors or executive officers; (b) any nominee for election as a director of the Company; (c) any security holder of the Company who is known to the Company to own of record or beneficially more than five percent of any class of the registrant's voting securities; and (d) any member of the immediate family of any of the foregoing. "REPRESENTATIVES" shall have the meaning set forth in Section 5.2(a) of this Agreement. "REQUIRED COMPANY STOCKHOLDER VOTE" shall have the meaning set forth in Section 3.20(b) of this Agreement. "SCHEDULE 14D-9" shall have the meaning set forth in Section 1.2(b) of this Agreement. "SEC" shall mean the United States Securities and Exchange Commission. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended. "SOFTWARE" shall mean (i) any and all computer software, including all Source Code and object code, (ii) machine readable databases and compilations, including any and all data and collections of data and (iii) Documentation. "SOURCE CODE" will be deemed to mean the instruction set for the applicable software, or portion thereof, including comments and procedural code, such as compilation switches, job control language statements and a description of the system/program generation procedure, in a form intelligible to human programmers and capable of being readily translated into object code for execution on computer equipment through assembly or compiling, together with the documentation required to facilitate such translation, assembly and compiling; including, without limitation, programmers' notes, technical and functional specifications, flow charts, schematics, test programs, statements of principles of operations, architectural and design standards and descriptions of data flows, data structures and control logic. "SOX" shall mean the Sarbanes-Oxley Act of 2002. "SPECIFIED CONTRACTS" shall have the meaning set forth in Section 3.13(a) of this Agreement. "SUBLEASES" shall have the meaning set forth in Section 3.10(c) of this Agreement. "SUBSEQUENT OFFERING PERIOD" shall have the meaning set forth in Section 1.1(c) of this Agreement. "SUBSIDIARY" shall mean the following: an entity shall be deemed to be a "Subsidiary" of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record, (a) an amount of voting securities of other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity's board of directors or other governing body, or (b) at least 50% of the outstanding equity or financial interests of such Entity. EXECUTION VERSION A-10 "SUPERIOR PROPOSAL" shall have the meaning set forth in Section 5.3(d) of this Agreement. "SURVIVING BYLAWS" shall have the meaning set forth in Section 2.4(b) of this Agreement. "SURVIVING CHARTER" shall have the meaning set forth in Section 2.4(a) of this Agreement. "SURVIVING CORPORATION" shall have the meaning set forth in Section 2.1 of this Agreement. "TAIL POLICY" shall have the meaning set forth in Section 6.5(b) of this Agreement. "TAKEOVER LAWS" shall have the meaning set forth in Section 3.19 of this Agreement. "TANGIBLE PROPERTY" shall mean any furniture, fixtures, leasehold improvements, vehicles, office equipment, computer equipment, other equipment, machinery, tools, forms, supplies or other tangible personal property of any nature. "TAX" shall mean (i) all taxes (whether United States federal, state or local or foreign) based upon or measured by income and any other tax whatsoever, including gross receipts, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, employment, excise, or property taxes, together with any interest or penalties imposed with respect thereto; and (ii) any obligations under any agreements or arrangements with respect to any taxes described in clause (i) above. "TAX RETURN" shall mean any report, return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax, including, without limitation, combined, unitary or consolidated returns for any group of entities. "TENDER AND VOTING AGREEMENT" shall have the meaning set forth in the Background section of this Agreement. "TERMINATION FEE" shall have the meaning set forth in Section 8.3(b) of this Agreement. "TOP-UP OPTION" shall have the meaning set forth in Section 1.4(a) of this Agreement. "TOP-UP OPTION SHARES" shall have the meaning set forth in Section 1.4(a) of this Agreement. "TRADE SECRETS" shall mean any formula, design, device or compilation, or other information which is used or held for use by a business, which gives the holder thereof an advantage or opportunity for advantage over competitors which do not have or use the same, and EXECUTION VERSION A-11 which is not generally known by the public. Trade Secrets can include, by way of example, formulas, market surveys, market research studies, information contained on drawings and other documents, and information relating to research, development or testing. "TRADEMARK RIGHTS" shall mean and includes all domestic and foreign trademarks, trade dress, service marks, trade names, icons, logos, slogans, and any other indicia of source or sponsorship of goods and services, designs and logotypes related to the above, in any and all forms, whether registered or unregistered, and all trademark registrations and applications for registration related to such trademarks (including, but not limited to intent to use applications), together with any and all accounts, contract rights, warranties, litigation claims and rights, and the right to sue for past, present, or future infringement and to collect and retain all damages and profits therefore and all income, royalties, damages and payments now or hereafter due or payable with respect thereto. "TRIGGERING EVENT" shall be deemed to have occurred if: (i) the Company Board has failed to include in the Schedule 14D-9 or the Proxy Statement the Company Board Recommendation; (ii) the Company Board shall have failed to recommend that the Company Stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer or vote to adopt the Agreement, or shall have withdrawn, modified or qualified the Company Board Recommendation in a manner adverse to Parent; (iii) the Company Board approves or recommends or publicly proposes to approve or recommend any Acquisition Proposal; (iv) the Company Board approves or recommends or proposes to approve or recommends or the Company enters into or executes any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar Contract relating to any Acquisition Proposal (other than a confidentiality agreement that is entered into in accordance with Section 5.3(a)); (v) a tender or exchange offer relating to securities of the Company shall have been commenced and the Company shall not have sent to the Company Stockholders, within five Business Days after the commencement of such tender or exchange offer, a statement disclosing that the Company recommends rejection of such tender or exchange offer; (vi) the Company Board shall have refused to affirm the Company Board Recommendation within five Business Days of any written request from Parent; or (vii) the Company breaches any of its obligations under Section 5.3 that results in any Person proposing an Acquisition Proposal. "WELFARE PLAN" shall have the meaning set forth in Section 3.15(a) of this Agreement. "WILLIAM BLAIR" shall mean William Blair & Company, L.L.C., financial advisor to the Company. EXECUTION VERSION A-12 EXHIBIT B LIST OF PERSONS ENTERING INTO TENDER AND VOTING AGREEMENT Richard D. Helppie, Jr.* Charles O. Bracken George S. Huntzinger Richard P. Saslow John L. Silverman Douglas S. Peters Reginald M. Ballantyne, III Satish K. Tyagi Susan M. Synor Ronald Aprahamian* Richard R. Sorensen * Together with all trusts and joint owners. EXECUTION VERSION B-1 ANNEX I CONDITIONS OF THE OFFER Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the "AGREEMENT") of which this Annex I is a part. Notwithstanding any other provision of the Offer, Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Acquisition Sub's obligation to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any tendered shares of Company Common Stock, and may amend the Offer consistent with the terms of the Agreement or terminate the Offer and not accept for payment any tendered shares of Company Common Stock, if (i) the Minimum Condition shall not have been satisfied at the time of expiration of the Offer, as it may be extended, or (ii) on any scheduled expiration date any of the following events or circumstances shall occur or exist or shall be reasonably and in good faith determined by Parent or Acquisition Sub to have occurred or exist: (a) any waiting period under any applicable antitrust Law or regulation (including the HSR Act) or other Law shall not have expired or been terminated or any Consent required under any applicable antitrust Law or regulation or other Law shall not have been obtained; (b) any representations and warranties of the Company set forth in Section 3.2 of the Agreement shall not be true and correct in any material respect as of the date of determination; (c) any of the representations and warranties of the Company set forth in the Agreement (other than the representations and warranties set forth in Section 3.2 of the Agreement), when read without any exception or qualification as to materiality or Material Adverse Effect, shall not be true and correct as of the date of determination, as if such representations and warranties were made at the time of such determination (except as to any such representation or warranty which speaks as of a specific date, which must be untrue or incorrect as of such specific date), except where the failure to be so true and correct would not, individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect, (ii) have a material adverse effect on Parent; (iii) prevent or materially delay the consummation of the Offer, or (iv) materially increase the cost to Acquisition Sub of consummating the Offer; (d) the Company shall have not performed or not complied with all agreements and covenants required to be performed by it under the Agreement, when read without any exception or qualification as to materiality or Material Adverse Effect, but only if the effect of such nonperformance or noncompliance, as the case may be, would individually or in the aggregate, reasonably be expected to (i) have a Material Adverse Effect, (ii) have a material adverse effect on Parent, (iii) prevent or materially delay the consummation of the Offer, or (iv) materially increase the cost to Acquisition Sub of consummating the Offer; (e) the Company shall not have furnished Parent with a certificate dated as of the date of determination signed on its behalf by its Chief Executive Officer or any Vice President, in EXECUTION VERSION i such capacity but not as individuals (in the absence of fraud), to the effect that the conditions set forth in items (b), (c) and (d) of this Annex I have been satisfied; (f) since the date of the Agreement, there shall have occurred any Material Adverse Effect; (g) the Company shall not have delivered to Parent any consents or waivers necessary under any material Contract specified by Parent in writing (including an e-mail or facsimile to the CEO of the Company) to the Company prior to the date hereof to ensure that any such Contract will not, as a result of the consummations of the transactions contemplated by this Agreement, be terminated, or be amended, altered or modified to decrease any of the Acquired Company's rights under such Contracts or increase any of the Acquired Company's liabilities or obligations under such Contracts, or grant any other Person any additional rights under such Contracts or decrease any other Person's liabilities or obligations under such Contracts; (h) any temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the Offer or the Merger or any of the other transactions contemplated by the Agreement shall have been issued by any court of competent jurisdiction and remain in effect, or there shall be any Law enacted or deemed in writing to be applicable by a Governmental Body to the Offer or the Merger or any of the other transactions contemplated by the Agreement that makes consummation of the Offer, the Merger or any of the other transactions contemplated by the Agreement illegal; (i) there shall be pending or threatened any Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved or either Parent or the Company shall have received a written communication from any Governmental Body in which such Governmental Body indicates the intention of commencing any Proceeding or taking any other action: (i) challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger or any of the other transactions contemplated by the Agreement; (ii) relating to the Offer or the Merger or any of the other transactions contemplated by the Agreement and seeking to obtain from Parent or any of the Acquired Companies, any damages or other relief that would be material to Parent or the Acquired Companies; (iii) seeking to prohibit or limit in any material respect Parent's or Acquisition Sub's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company or the Surviving Corporation; (iv) that could materially and adversely affect the right of Parent or any of the Acquired Companies to own the assets or operate the business of the Acquired Companies; or (v) seeking to compel any of the Acquired Companies, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets as a result of the Offer or the Merger or any of the other transactions contemplated by the Agreement; (j) there shall be pending any Proceeding in which, in the reasonable good faith judgment of Parent, there is a reasonable possibility of an outcome that could have a Material Adverse Effect or a material adverse effect on Parent: (i) challenging or seeking to restrain or prohibit the consummation of the Offer or the Merger or any of the other transactions contemplated by the Agreement; (ii) relating to the Offer or the Merger or any of the other transactions contemplated by the Agreement and seeking to obtain from Parent or any of the Acquired Companies, any damages or other relief that would be material to Parent or the EXECUTION VERSION ii Acquired Companies; (iii) seeking to prohibit or limit in any material respect Parent's or Acquisition Sub's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company or the Surviving Corporation; (iv) that would materially and adversely affect the right of Parent or any of the Acquired Companies, to own the assets or operate the business of any of the Acquired Companies; or (v) seeking to compel any of the Acquired Companies, Parent or any Subsidiary of Parent to dispose of or hold separate any material assets as a result of the Offer or the Merger or any of the other transactions contemplated by the Agreement. (k) there shall have occurred and be continuing: (i) (A) any general suspension of trading in, or limitation on prices for, securities on NYSE or the Nasdaq Stock Market for a period equal to or in excess of 48 hours (excluding any organized halt triggered solely as a result of a specified decrease in a market index or suspensions or limitations resulting solely from physical damage, technological or software breakdowns or malfunctions or interference with such exchange not related to market conditions) or (B) any decline in any of the Dow Jones Industrial Average, the Standard & Poors Index of 500 Industrial Companies, or the Nasdaq Composite Index in excess of 25% measured from the close of business on the date of the Agreement; or (ii) a declaration by a Governmental Body of a banking moratorium or any suspension of payments in respect of banks in the United States, which in any case would reasonably be expected to have a Material Adverse Effect or could materially adversely affect Parent's or Acquisition Sub's ability to consummate the Offer or the Merger; (l) the Agreement shall have been terminated in accordance with its terms; or (m) a Triggering Event shall have occurred. EXECUTION VERSION iii EX-99.(D)(2) 9 d21042exv99wxdyx2y.txt FORM OF TENDER AND VOTING AGREEMENT EXHIBIT (d)(2) FORM OF TENDER AND VOTING AGREEMENT This Tender and Voting Agreement, dated as of December 17, 2004 (this "AGREEMENT"), is made by and among Affiliated Computer Services, Inc., a Delaware corporation ("PARENT"), ACS Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("ACQUISITION SUB"), Superior Consultant Holdings Corporation, a Delaware corporation (the "COMPANY"); and ____________, a stockholder of the Company ("STOCKHOLDER"). WITNESSETH: WHEREAS Parent, Acquisition Sub and the Company are entering into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the "MERGER AGREEMENT"), pursuant to which (i) Acquisition Sub shall commence a cash tender offer (as such tender offer may hereafter be amended from time to time in accordance with the Merger Agreement, the "OFFER") to acquire all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company ("COMPANY COMMON STOCK") in exchange for $8.50 per share in cash (the "OFFER PRICE") in accordance with and subject to the terms and conditions of the Merger Agreement and the Offer; and (ii) following consummation of the Offer, Acquisition Sub shall merge with and into the Company (the "MERGER"); and WHEREAS, as a condition to entering into the Merger Agreement and incurring the obligations set forth therein, including the Offer, Parent and Acquisition Sub have required that Stockholder agree to enter into this Agreement and certain other Company Stockholders to enter into comparable Tender and Voting Agreements; and WHEREAS, Stockholder wishes to induce Parent and Acquisition Sub to enter into the Merger Agreement and, therefore, Stockholder is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 Certain Definitions. For purposes of this Agreement: (a) Stockholder shall be deemed to "OWN" or to have acquired "OWNERSHIP" of a security if Stockholder: (i) is the record owner of such security; or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of such security. (b) "SUBJECT SECURITIES" means: (i) all securities (as that term is defined in Section 3(a)(10) of the Exchange Act) of the Company (including all shares of Company Common Stock and all options, warrants, and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Agreement and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants, and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Termination Date. (c) "SUBJECT SHARES" means (i) all shares of Company Common Stock Owned by Stockholder as of the date of this Agreement; and (ii) all additional shares of Company Common Stock of which Stockholder acquires Ownership during the period from the date of this Agreement through the Termination Date. ARTICLE II TENDER OF SHARES SECTION 2.01 Tender of Shares. Stockholder agrees (i) to promptly (and in any event, not later than two Business Days after commencement of the Offer) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer, and not withdraw or cause to be withdrawn, all of the Subject Shares Owned by Stockholder as of the date of this Agreement (free and clear of any Encumbrances) and (ii) if Stockholder acquires Ownership of any additional Subject Shares after the date of this Agreement, to promptly (and in any event not later than one Business Day after Stockholder acquires Ownership of such additional Subject Shares) validly tender or cause to be validly tendered into the Offer, pursuant to and in accordance with the terms of the Offer, and not withdraw or cause to be withdrawn, all of such additional Subject Shares Owned by Stockholder (free and clear of any Encumbrances). Stockholder acknowledges and agrees that Acquisition Sub's obligation to accept for payment shares of Company Common Stock in the Offer, including any Subject Shares tendered by a Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer. ARTICLE III VOTING AGREEMENT AND PROXY SECTION 3.01 Voting Agreement. Stockholder hereby agrees that, from and after the date hereof and until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, the "TERMINATION DATE"), at any meeting of the Company Stockholders, however called, and at every adjournment or postponement thereof, it will cause the Subject Shares to be counted as present (or absent if requested by Parent or Acquisition Sub) thereat for purposes of establishing a quorum and to vote or consent and that at any meeting of Company Stockholders, however called, and in any action by consent of the Company Stockholders, Stockholder shall vote (or cause to be voted or execute a consent with respect to) all of the Subject Securities (a) in favor the approval and adoption of the Merger Agreement and the terms thereof, the Merger and all the transactions contemplated by the Merger Agreement and this Agreement and otherwise in such manner as may be necessary to consummate the Merger; (b) against any action, proposal, agreement or transaction that would result in a breach of any covenant, obligation, agreement, representation or warranty of the Company under the Merger Agreement or of Stockholder contained in this Agreement; and (c) against any action, agreement, transaction (other than the Merger Agreement or the transactions 2 contemplated thereby) or proposal (including any Acquisition Proposal, other than a Superior Proposal (as each such term is defined in the Merger Agreement)) that could reasonably be expected to result in any of the conditions to the Offer or to the Company's obligations under the Merger Agreement not being fulfilled or that is intended, or could reasonably be expected, to impede, interfere, delay, discourage or adversely affect the Merger Agreement, the Offer, the Merger or this Agreement. Any vote by Stockholder that is not in accordance with this SECTION 3.01 shall be considered null and void. SECTION 3.02 In furtherance of the agreements set forth in SECTION 3.01 of this Agreement and as security for such agreements, Stockholder hereby irrevocably appoints William L. Deckelman and John H. Rexford (the "GRANTEES"), and each of them individually, as the sole and exclusive attorneys-in-fact and proxies of Stockholder, for and in the name, place and stead of Stockholder, with full power of substitution and resubstitution, to vote, grant a consent or approval in respect of, or execute and deliver a proxy to vote the Subject Securities (a) in favor of the various transactions contemplated by the Merger Agreement and against any Acquisition Proposal (other than a Superior Proposal), including, without limitation, those matters contemplated by SECTION 3.01 above or (b) in the discretion of the Grantees with respect to any proposed postponements or adjournments of any annual or special meeting of the Company Stockholders held in connection with any of the events described in SECTION 3.01. Stockholder hereby affirms that the irrevocable proxy set forth in this SECTION 3.02 (the "IRREVOCABLE PROXY") is given in connection with, and in consideration of, the execution of the Merger Agreement by Parent and Acquisition Sub, and that such Irrevocable Proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further confirms that the Irrevocable Proxy is coupled with an interest and may under no circumstances be revoked, except upon the termination of this Agreement as stated herein. Stockholder shall, at Stockholder's own expense, perform such further acts and execute such further proxies and other documents and instruments as may reasonably be required to vest in Parent the power to carry out and give effect to the provisions of this Agreement. Stockholder shall not enter into any tender, voting or other agreement, or grant a proxy or power of attorney, with respect to any of the Subject Securities that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would, in any way, restrict, limit or interfere with the performance of Stockholder's obligations hereunder or the transactions contemplated hereby. ARTICLE IV WAIVER OF APPRAISAL RIGHTS Stockholder hereby irrevocably and unconditionally waives, and agrees to cause to be waived and to prevent the exercise of, any appraisal and any dissenters' rights relating to the Merger that Stockholder or any other Person may have by virtue of, or with respect to, any shares of Company Common Stock Owned by Stockholder. 3 ARTICLE V REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder hereby represents and warrants to Parent and to Acquisition Sub as follows: SECTION 5.01 Organization and Authority of Stockholder. Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, including the Irrevocable Proxy, and to perform his or her obligations hereunder. The execution and delivery of this Agreement by Stockholder and the performance by Stockholder of its obligations hereunder have been duly authorized by all requisite action on the part of Stockholder. This Agreement has been duly and validly executed and delivered by Stockholder and (assuming due authorization, execution and delivery by Parent and Acquisition Sub), constitutes a legal, valid and binding obligation of Stockholder enforceable against Stockholder in accordance with its terms, except as limited by bankruptcy, insolvency and other similar Laws or equitable principles (but not those concerning fraudulent conveyance) generally affecting creditors' rights and remedies. SECTION 5.02 No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement, including the Irrevocable Proxy, by Stockholder does not, and the performance of this Agreement by Stockholder will not, (i) conflict with or violate any agreement to which Stockholder is a party, any trust agreement or any equivalent organizational documents, as the case may be, of Stockholder, (ii) conflict with or violate any Law applicable to Stockholder or by which any property or asset of Stockholder is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any Subject Securities (other than pursuant to this Agreement) pursuant to, any note, bond, mortgage, indenture, pledge, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Stockholder, except, with respect to clauses (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay the ability of Stockholder to carry out such its obligations under this Agreement. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Body, except (i) for applicable requirements, if any, of the Exchange Act and state securities or "blue sky" laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the ability of Stockholder to carry out Stockholder's obligations under this Agreement. SECTION 5.03 Ownership of Shares. As of the date hereof, Stockholder Owns, and has good, valid and marketable title to (a) the number of Subject Shares set forth under the heading "Number of Shares of Company Common Stock Owned" on Schedule A attached hereto and (b) the number of additional Subject Securities set forth under the heading "Additional 4 Subject Securities Owned" on Schedule A attached hereto. Except as set forth on Schedule A, such shares are all the Subject Securities Owned by Stockholder as of the date hereof. The Subject Shares are Owned free and clear of all Encumbrances, other than any Encumbrances created by this Agreement. Except as provided in this Agreement, Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Subject Securities Owned by Stockholder. SECTION 5.04 Reliance by Parent and Acquisition Sub. Stockholder understands and acknowledges that Parent is entering into, and causing Acquisition Sub to enter into, the Merger Agreement in reliance upon Stockholder's execution, delivery and performance of this Agreement. SECTION 5.05 Absence of Litigation. As of the date of this Agreement, there is no litigation, suit, claim, action, proceeding or investigation pending, or to the knowledge of Stockholder, threatened against Stockholder, or any property or asset of Stockholder, before any Governmental Body that seeks to delay or prevent the consummation of the transactions contemplated by this Agreement or the Merger Agreement. ARTICLE VI COVENANTS OF STOCKHOLDER SECTION 6.01 No Disposition or Encumbrance of Shares. Except as contemplated by this Agreement, Stockholder shall not, directly or indirectly, (i) sell, transfer, tender (except into the Offer), pledge, assign, enter into a Constructive Sale with respect to, contribute to the capital of any entity, hypothecate, give or otherwise dispose of (each a "TRANSFER") any of the Subject Securities (or agree or consent to, or offer to do, any of the foregoing), or (ii) grant a proxy or power of attorney with respect to (other than the Irrevocable Proxy), deposit into any voting trust, enter into any voting agreement or similar agreement, or create or permit to exist any Encumbrances of any nature whatsoever (other than pursuant to this Agreement) with respect to, any of the Subject Securities (or agree or consent to, or offer to do, any of the foregoing). The term "CONSTRUCTIVE SALE" shall mean a short sale with respect to such security, entering into or acquiring a derivative contract with respect to such security, entering into a futures or forward contract to deliver such security or entering into any transaction that has substantially the same effect of any of the foregoing. Stockholder shall not, directly or indirectly take any action that would make any representation or warranty of Stockholder herein untrue or incorrect or have the effect of preventing, delaying or disabling Stockholder from performing Stockholder's obligations hereunder. SECTION 6.02 No Solicitation of Transactions. Stockholder shall not, directly or indirectly, through any Representative, or otherwise, (a) solicit, initiate, facilitate or encourage or otherwise disclose nonpublic information in furtherance of, any inquiries relating to, or the submission of, any Acquisition Proposal, (b) participate in or conduct any discussions or negotiations regarding any Acquisition Proposal, or in connection with any Acquisition Proposal, or furnish to any Person any information or data with respect to or provide access to the properties of the Company or any of its Subsidiaries, or take any other action to facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any 5 Acquisition Proposal; (c) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or (d) approve or recommend or propose to approve or recommend or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar Contract or propose publicly or agree to do any of the foregoing related to any Acquisition Proposal; provided, however, that nothing herein shall prevent a Stockholder from acting in Stockholder's capacity as a director or officer of the Company, or taking any action in such capacity (including without limitation at the direction of the Company Board), but only in either such case as and to the extent permitted by Section 5.3 of the Merger Agreement. Stockholder shall promptly notify Parent in writing of the existence of any proposal, discussion, negotiation or inquiry received by Stockholder regarding any Acquisition Proposal and cooperate fully with Parent in connection with the Offer and the Merger. Stockholder shall promptly furnish to Parent a copy of any proposal, discussion, negotiation or inquiry that is received and a copy of any information provided to or by the Stockholder or any third party relating thereto. SECTION 6.03 Cooperation. Stockholder agrees to cooperate fully with Parent and Acquisition Sub and to execute and deliver, or cause to be executed and delivered, such further documents, certificates, agreements, additional Transfers, assignments, endorsements, proxies, consents and instruments and to take such other actions as may be reasonably requested by Parent or Acquisition Sub to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purposes of this Agreement. SECTION 6.04 Information for Offer Documents and Proxy Statement; Disclosure. Stockholder covenants and agrees that none of the information relating to Stockholder and its Affiliates for inclusion in the Schedule 14D-9, the Offer Documents or, if applicable, the Proxy Statement, that has been or will be furnished to Parent by Stockholder for inclusion in such documents will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Stockholder agrees to permit Parent and Acquisition Sub to publish and disclose in the Offer Documents and, if applicable, the Proxy Statement and any related filings under applicable securities Laws Stockholder's identity and ownership of Subject Securities and the nature of its commitments, arrangements and understandings under this Agreement. SECTION 6.05 Exercise of Options. Without the prior written consent of Parent, Stockholder covenants and agrees not to exercise any Company Option prior to the Effective Time. ARTICLE VII MISCELLANEOUS SECTION 7.01 Termination. This Agreement shall automatically terminate upon the Termination Date. In the event the Merger Agreement is amended to decrease the Offer Price or change the form or mix of consideration to be paid for the Company Common Stock in the Offer without the Stockholder's prior consent, Stockholder may terminate this Agreement. Notwithstanding the foregoing, ARTICLE V and ARTICLE VII shall survive the termination of 6 this Agreement and shall remain in full force and effect. The termination of this Agreement shall not relieve Stockholder from any liability for any breach by Stockholder prior to such termination of any representation, warranty, covenant or agreement contained in this Agreement. SECTION 7.02 [Reserved] SECTION 7.03 Disclosure. Except as required by applicable Law, without the prior written Consent of Parent, Stockholder shall not issue any press release or otherwise making any public statement with respect to this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby; provided however, that nothing herein shall prevent a Stockholder from acting in Stockholder's capacity as a director or officer of the Company, or taking any action in such capacity (including without limitation at the direction of the Company Board), but only in either such case as and to the extent permitted by Sections 3.24 and 6.7 of the Merger Agreement. SECTION 7.04 Adjustments. (a) In the event (i) of any increase or decrease or other change in the Subject Shares by reason of stock dividend, stock split, reverse stock split, recapitalizations, combinations, exchanges of shares or the like or (ii) that Stockholder becomes the Owner of any additional Subject Securities, then (x) the terms of this Agreement shall apply to such additional Subject Securities immediately following the effectiveness of the events described in clause (i), or Stockholder becoming the Owner thereof pursuant to clause (ii), and (y) the Per Share Amount shall be equitably adjusted to reflect the impact of any event described in clause (i). (b) Stockholder hereby agrees to promptly notify Parent and Acquisition Sub of the number of any additional Subject Securities acquired by Stockholder, if any, after the date hereof. SECTION 7.05 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this SECTION 7.05): (a) if to Stockholder: To the appropriate address set forth on the signature page hereof. (b) if to Parent or Acquisition Sub: Affiliated Computer Services, Inc. 2828 N. Haskell Ave Dallas, Texas 75004 Attn: John H. Rexford 7 with a copy to: Fulbright & Jaworski L.L.P. 2200 Ross Avenue, Suite 2800 Dallas, Texas 75201 Attn: Thomas W. Hughes, Esq. SECTION 7.06 Amendment. This Agreement may not be amended except by an instrument in writing signed by all the parties hereto. SECTION 7.07 Waiver. No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. SECTION 7.08 Entire Agreement. This Agreement, including the Irrevocable Proxy (together with the Schedules hereto) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, other than the Merger Agreement and the other agreements contemplated thereby. SECTION 7.09 Stop Transfer Order. In furtherance of this Agreement, concurrently herewith, Stockholder shall, and hereby does authorize the Company or its counsel to, notify the Company's transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and the Transfer of such securities); provided that, the stop transfer order shall not restrict or prohibit any Transfer of the Subject Securities if such Transfer is made pursuant to the Offer. SECTION 7.10 Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof or any other jurisdiction. In any action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware (and agrees not to commence any such action except in such courts) and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in such court has been brought in an inconvenient forum; (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in the State of Delaware; (c) each of the parties irrevocably waives the right to trial by jury; and (d) 8 each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with SECTION 7.05. SECTION 7.11 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement, including the Irrevocable Proxy, were not performed in accordance with the specific terms hereof or were otherwise breached, and that the parties shall be entitled to specific performance of the terms hereof. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement, including the Irrevocable Proxy, Parent shall be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain (a) a decree or order of specific performance to enforce the observation and performance of such covenant or obligation, without necessity of proof that there is no adequate remedy at law or requirement to post any security bond and (b) an injunction restraining such breach or threatened breach. SECTION 7.12 Non-Exclusivity. The rights and remedies of Parent under this Agreement are not exclusive or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent under this Agreement, and the obligations and liabilities of Stockholder under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under applicable Law. SECTION 7.13 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 7.14 Costs and Expenses. Except as otherwise provided in the Merger Agreement, all costs and expenses of the parties hereto, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred. SECTION 7.15 Parties in Interest; Assignability. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of Stockholder's rights hereunder may be assigned by Stockholder without the prior written consent of Parent, and any attempted assignment of this Agreement or any of such rights by Stockholder without such consent shall be void and of no effect; provided, further, that Parent may assign this Agreement to any direct or indirect subsidiary of Parent, but any such assignment shall not relieve Parent of any of its obligations hereunder. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Any assignment prohibited under this Section shall be null and void. 9 SECTION 7.16 Severability. Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. SECTION 7.17 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. SECTION 7.18 Interpretation of Representations. Each representation and warranty made in this Agreement or pursuant hereto is independent of all other representations and warranties made by the same parties, whether or not covering related or similar matters, and must be independently and separately satisfied. Exceptions or qualifications to any such representation or warranty shall not be construed as exceptions or qualifications to any other representation or warranty. SECTION 7.19 Construction. (a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. (b) The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (c) For purposes of this Agreement, the words "INCLUDE" and "INCLUDING," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "WITHOUT LIMITATION." Remainder of page intentionally left blank. 10 IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the day and year first above written. SUPERIOR CONSULTANT HOLDINGS CORPORATION: By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- AFFILIATED COMPUTER SERVICES, INC.: By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- ASC MERGER CORP.: By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- STOCKHOLDER: SCHEDULE A

Number of Shares of Company Common Stock Owned Additional Subject Securities Owned ----------------------------- -----------------------------------

EX-99.(D)(3) 10 d21042exv99wxdyx3y.txt CONFIDENTIALITY AGREEMENT EXHIBIT (d)(3) June 14, 2004 PERSONAL AND CONFIDENTIAL John Rexford Affiliated Computer Services Inc. 2828 North Haskell Avenue Dallas, TX 75204 Dear John: William Blair & Company, L.L.C. ("Blair") understands that you have requested information regarding PROJECT WOLF (the "Company") for the purposes of evaluating a possible transaction involving the Company (a "Transaction"). It is understood and agreed that this agreement does not obligate the Company to enter into any Transaction or any agreement relating to a Transaction. To induce the Company to furnish information to you, you hereby agree as follows: 1. As used herein: "Act" means the Securities Exchange Act of 1934, as amended. "Affiliate" means, with respect to any Person, any other Person that (i) directly or indirectly controls such Person, (ii) directly or indirectly is controlled by such Person or (iii) is under direct or indirect common control with such Person; "Information" means information regarding the Company or any of its Affiliates or their respective assets or businesses which is furnished to you, directly or indirectly, by the Company or its Representatives (including, without limitation, Blair), and all notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to you or your Representatives pursuant hereto; "Person" means any corporation, limited liability company, partnership, group, individual or other entity, the media and any government or political subdivision, agency or instrumentality of the government; "Representatives" means attorneys, accountants, consultants, financial advisors, and any other advisors retained by the Company or you, as the case may be; and John Rexford -2- June 14, 2004 "Restricted Period" means the period commencing on the date hereof and ending at the earliest of (i) two years after the date hereof or (ii) the date a Transaction involving you and the Company is consummated. 2. All Information will be kept confidential by you, except that you may disclose or make available Information to your directors, officers and employees and to your Representatives for the exclusive purpose of assisting you in the evaluation of a possible Transaction, all of whom shall be specifically informed by you of the confidential character of such Information and that by receiving the Information they are agreeing to be bound by the terms of this letter agreement relating to the confidential treatment of such Information. You will not use, or permit any of your Representatives to use, any of the Information for any purpose other than the evaluation of a possible Transaction, and you will not make any Information available to any Person for any other purpose whatsoever. You shall be responsible for any breach of this letter agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Information. 3. You hereby acknowledge that you are aware (and that prior to the disclosure of any Information to any Person pursuant to Paragraph 2 such person will be advised) that the United States securities laws prohibit any Person who has material non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. In the event that you disclose any Information to any Person, whether or not such disclosure is permitted under Paragraph 2, you shall be liable to the Company for any failure by such Person to treat such Information in the same manner as you are obligated to treat such Information under the terms of this agreement. 4. (a) Unless specifically requested in writing in advance by the Company's Board of Directors, you will not at any time during the Restricted Period (and you will not at any time during the Restricted Period assist or encourage others to): (i) acquire or agree, offer, seek or propose to acquire (or directly or indirectly request permission to do so), directly or indirectly, alone or in concert with any other Person, by purchase or otherwise, any ownership, including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Act, of any assets, businesses or securities of the Company or any subsidiary thereof, or any rights or options to acquire such ownership (including from any third party); (ii) solicit proxies (as such terms are defined in Rule 14a-1 under the Act), whether or not such solicitation is exempt under Rule 14a-2 under the Act, with respect to any matter from holders of any shares of common stock of the Company ("Stock") or any securities convertible into or exchangeable for or exercisable (whether currently or upon the occurrence of any contingency) for the purchase of Stock (the Stock and such other securities being hereinafter collectively called the "Voting Securities"), or make any communication exempted from the definition of solicitation by Rule 14a-1(1)(2)(iv) under the Act; John Rexford -3- June 14, 2004 (iii) initiate, or induce or attempt to induce any other Person, entity or group (as defined in Section 13(d)(3) of the Act) to initiate, any stockholder proposal or tender offer for any securities of the Company or any subsidiary thereof or the convening of a stockholders' meeting of the Company or any subsidiary thereof; (iv) otherwise seek or propose (or request permission to propose) to influence or control the management or policies of the Company or any subsidiary thereof; (v) enter into any discussions, negotiations, arrangements or understandings with any other Person with respect to any matter described in the foregoing subparagraphs (i) through (iv); (vi) request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Paragraph 4; (vii) take any action inconsistent with any of the foregoing subparagraphs (i) through (v); or (viii) take any action with respect to any of the matters described in this Paragraph 4 that requires public disclosure. (b) It is understood that Blair, as the authorized Representative of the Company, will coordinate the due diligence process. All (i) communications regarding this possible Transaction, (ii) requests for additional information, (iii) requests for facility tours and management meetings, and (iv) discussions or questions regarding procedures, must be submitted or directed to Blair. 5. If at any time during the Restricted Period you are approached by any Person concerning your or their participation in a transaction involving any of the assets, businesses or securities of the Company or any subsidiary thereof, you will promptly inform Blair of the nature of such contact and the parties thereto. 6. Except with the prior written approval of the Company or Blair on behalf the Company, you will not disclose, and you will not permit your Representatives to disclose, to any Person other than the persons described in Paragraph 2, the fact that you are engaged in discussions with the Company regarding a possible Transaction, the fact that the Information has been made available to you, that you have prepared, or had prepared on your behalf, Information or that you have inspected any portion of the Information or the fact that you are subject to any of the restrictions described in Paragraph 4; provided, that you may make such disclosure if you have received the written opinion of your outside counsel that such disclosure must be made by you in order that you not commit a violation of law. 7. In the event that you or any of your Representatives are requested or required in any proceeding to disclose any Information received or prepared by you or on your behalf or any matter subject to Paragraph 6, you will give Blair notice as soon as possible of such request so that the Company may seek an appropriate protective order. If, in the absence of a protective order, you or your Representatives are nonetheless in the opinion of counsel legally John Rexford - 4 - June 14, 2004 compelled to disclose any such Information or matter, you or your Representative may disclose such Information or matter without liability hereunder, provided that (i) you disclose in such proceeding only that portion of the Information which such counsel advises you is legally required to be disclosed and (ii) you exercise your best efforts to preserve the confidentiality of the Information, including, without limitation, by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Information in such proceeding. 8. The restrictions with respect to Information set forth in Paragraph 2 shall not apply to any Information which you demonstrate (i) is on the date hereof of hereafter becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by you or your Representatives or (ii) was available to you on a nonconfidential basis prior to is disclosure to you by the Company or its Representatives or becomes available to you on a nonconfidential basis, in each case from a source other than the company or its Representatives, which source was not itself bound by confidentiality agreement with the Company or its Representatives or any other contractual, legal or fiduciary obligation to the Company and had not received such information, directly or indirectly from a Person so bound. 9. Neither the Company nor Blair makes any representation or warranty as to the accuracy or completeness of the Information provided to you. Neither the Company nor any of its Representatives (including, without limitation, Blair) shall have any liability resulting from the use of the Information by you or any of your Representatives. Only those representations or warranties which are made in a final definitive agreement regarding the possible Transaction when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect. Unless and until a final definitive agreement regarding a Transaction between the Company and you has been executed and delivered, neither Company nor you will be under any legal obligation of any kind whatsoever with respect to a possible Transaction by virtue of this letter agreement except for the matters specifically agreed to herein. 10. If you decide that you do not wish to proceed with possible Transaction, you will promptly inform Blair of that decision. In that case, or at any time upon the request of the Company or Blair, on behalf of the Company, for any reason you will promptly redeliver to Blair or destroy all copies of documents containing Information and will promptly destroy all memoranda, notes and other writings prepared by you or by any Person referred to in Paragraph 2 based on such Information. Notwithstanding the return or destruction of the Information, you and your Representatives will continue to be bound by your obligations of confidentiality and other obligations hereunder for the duration of the Restricted Period. 11. You agree that during the Restricted Period you will not, directly or indirectly, solicit for employment any employee of the Company; provided, however, that the foregoing provision shall not apply to such persons who initiate contact with you regarding potential employment or who are no longer employed by the Company at the time of solicitation nor shall it prohibit solicitation by you through general solicitations of employment in a newspaper or similar media conducted by or on behalf of you. John Rexford -5- June 14, 2004 12. You shall cause each of your Affiliates to comply with the terms of Paragraphs 2, 3, 4, 5, 6, 7, 8, 10 and 11 (construing such Paragraphs for such purposes to refer also to such Affiliates in each instance where there is a reference to you). 13. You acknowledge that irreparable damage would occur to the Company in the event any of the provisions of this agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States of America or any state thereof, in addition to any remedy to which the Company may be entitled at law or in equity. 14. If any term or provision of this letter agreement or any application hereof shall be invalid or unenforceable, the remainder of this agreement and any other application of such term or provision shall not be affected thereby. It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines that you or any of your Representatives have breached this letter agreement, then you shall be liable and pay to the Company, as the case may be, the reasonable legal fees incurred by such parties in connection with such litigation, including any appeal therefrom. 15. This letter agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall constitute one and the same instrument. 16. This agreement contains the entire understanding of the parties hereto with respect to the matters covered hereby and may be amended only by an agreement in writing executed by the Company and you. 17. The Company reserves the right to assign all of its rights, powers and privileges under this letter agreement (including, without limitation, the right to enforce all of the terms of this letter agreement) to any person who enters into the Transactions contemplated by this letter agreement. This letter agreement shall be binding upon, inure to the benefit of and be enforceable by our respective successors and assigns. 18. The terms of this letter agreement shall expire at the end of the Restricted Period. 19. This letter agreement shall be governed by and construed in accordance with the internal laws (as opposed to conflict of law provisions) of the State of Illinois. John Rexford -6- June 14, 2004 If the foregoing correctly sets forth our agreement as to the matters set forth herein, please confirm our agreement by executing and returning a copy of this letter agreement to the undersigned. Very truly yours, PROJECT WOLF By: /s/ Scott Patterson ------------------------------ William Blair & Company, L.L.C. As Agent for PROJECT WOLF Agreed and Accepted As of date listed above AFFILIATED COMPUTER SERVICES INC. By: /s/ John H. Rexford ------------------------------ Its: Executive Vice President ----------------------------- EX-99.(D)(4) 11 d21042exv99wxdyx4y.htm LETTER AGREEMENT

Exhibit (d)(4)

December 17, 2004

Mr. Richard D. Helppie, Jr.
Chief Executive Officer
Superior Consultant Holdings Corporation
5225 Auto Club Drive
Dearborn, Michigan 48126

Mr. John Rexford
Executive Vice President
Affiliated Computer Services, Inc.
2828 N. Haskell Ave.
Dallas, Texas 75004

RE: Warrant Agreement, dated as of June 9, 2003 between Superior Consultant Holdings Corporation and the Warrantholder parties thereto (the “Warrant Agreement”)

Dear Messrs. Helppie and Rexford:

     Superior Consultant Holdings Corporation, a Delaware corporation (“Company”) has advised us that its board of directors has approved an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) to be entered into by and among Company, Affiliated Computer Services, Inc., a Delaware Corporation (“Parent”), and ACS Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), pursuant to which (i) Acquisition Sub will commence a cash tender offer (as such tender offer may hereafter be amended from time to time in accordance with the Merger Agreement, the “Offer”) to acquire all of the issued and outstanding shares of Company Common Stock in exchange for $8.50 per share in cash (the “Per Share Amount”) in accordance with and subject to the terms and conditions of the Merger Agreement and the Offer; and (ii) following consummation of the Offer, Acquisition Sub will be merged with and into the Company (the “Merger”). A condition to Parent and Acquisition Sub entering into the Merger Agreement is our execution of this letter (i) agreeing to not exercise our Warrants (as hereinafter defined) prior to the effective time of the Merger (the “Effective Time”) and (ii) amending the Warrant Agreement to provide that at the Effective Time the Warrants will be canceled and converted into the right to receive a cash payment of (x) the difference between the Per Share Amount and the current per share exercise price, $3.046, under the Warrants multiplied by (y) the number of shares of Common Stock for which such Warrants would have been exercisable immediately prior to the Effective Time under the terms of the Warrant Agreement. Under Section 5.03 of the Warrant Agreement, as holders of the majority of the outstanding Warrants, we may amend the Warrant Agreement by executing a written consent.

     As a holder of a majority of the outstanding Warrants, we acknowledge and agree that we will receive substantial and material benefits from Company, Parent, and Acquisition Sub entering into the Merger Agreement and the transactions contemplated thereby. In order to induce Company, Parent and Acquisition Sub to enter into the Merger Agreement, we represent, agree and consent as follows:

     1. Defined Terms. Unless the context clearly indicates otherwise, capitalized terms used herein and not otherwise defined, have the meaning ascribed to them in the Warrant Agreement. As used herein, “we” and “our” shall refer, collectively, to Camden Partners Strategic Fund II-B, L.P. and Camden Partners Strategic Fund II-B, L.P.

     2. Ownership of Warrants; No Breach by the Company. We own, and have good, valid and marketable title to the number of Warrants set forth on Schedule A opposite our name, free and clear of any and all liens, pledges, restrictions, encumbrances, other than any encumbrances created by this letter agreement, the Warrant Agreement and any restrictions on transfers imposed under any applicable state or federal securities laws. To our knowledge, the Company is not in breach of or in default (or would be in breach or default upon the giving of notice or passage of time) under any provision of the Warrant Agreement, Securities Purchase Agreement, the Debentures or the Investor Rights Agreement.

     3. No Exercise of Warrants; No Transfer of Warrants. Prior to the Effective Time, we agree that, we shall not exercise any Warrant. We also agree that prior to the Effective Time, we shall not, directly or indirectly, sell, transfer, tender, pledge, assign, hypothecate or otherwise dispose, of any of the Warrants (or agree or consent to, or offer to do, any of the foregoing).

     4. Amendment to Warrant Agreement for Net Cash Payment. We hereby consent to and agree that effective on and as of the date hereof, Section 4.05 of the Warrant Agreement shall be, and hereby is, amended and modified to include the following sentence at the end to such section:

     “Notwithstanding the foregoing, as of the effective time (the “Effective Time”) of the merger contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) to be entered into by and among Affiliated Computer Services, Inc., a Delaware corporation (“Parent”), ACS Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), and the Company, the Warrants shall be canceled and each Warrant will automatically be converted into the right to receive from the Company an amount equal to the product of (i) the “Per Share Amount” (as defined in the Merger Agreement) over the Exercise Price multiplied by (ii) the number of shares of Common Stock into which the Warrant would have been exercisable immediately prior to the Effective Time under the terms of this Agreement (the “Cash Amount”), in full and final settlement of the cancellation of Warrants. The Company’s obligation to pay the Cash Amount to each Warrantholder is subject to (a) verification that the purported ownership and terms of the applicable Warrant is in accordance with the Company’s records and (b) delivery by the Warrantholder to the Company of (x) the Warrant Certificates representing the Warrants and (y) a duly executed written instrument (the “Letter of Transmittal”) in a form reasonably acceptable to Parent setting forth: (i) for each Warrant, the aggregate number of shares of Common Stock covered thereby, the issue date and the exercise price, (ii) a representation by the Warrantholder that it is the owner of all Warrants described in the Letter of Transmittal, and (iii) a confirmation by the Warrantholders that upon payment of the Cash Amount that all obligations of the Company to it with respect to the Warrants shall have been fully satisfied.”

     Further, we agree that we will not consent to any amendment to the Warrant Agreement without Parent’s prior written consent.

     5. Repayment of Indebtedness. By Company’s, Parent’s and Acquisition Sub’s acknowledgement below, Company, Parent and Acquisition Sub acknowledge Company’s obligation to repay all of the Indebtedness as defined in that Securities Purchase Agreement dated as of June 9, 2003 (as amended) immediately upon a Change of Control (as defined in the Debentures issued pursuant to such Securities Purchase Agreement and as provided therein). Notwithstanding anything to the contrary contained herein, our obligations under this letter agreement are expressly conditioned upon the timely repayment of all of the Indebtedness upon a Change of Control (as defined in the Debentures issued pursuant to such Securities Purchase Agreement and as provided therein).

2

     6. Termination. Our obligations and covenants hereunder, including without limitation, the amendment of the Warrant Agreement under paragraph 4 of this letter agreement, shall automatically terminate upon the termination of the Merger Agreement pursuant to its terms or the failure to repay all of the Indebtedness as set forth in paragraph 5 above. Further, in the event the Merger Agreement is amended to decrease the Per Share Amount in the Offer without our prior consent, we may terminate our obligations and covenants under paragraph 3 hereof by providing written notice to Parent at the address provided in the notice provision of the Merger Agreement. The termination of this letter agreement shall not relieve us from any liability for any breach by us prior to such termination of any representation, warranty, covenant or agreement contained herein.

     7. Reliance. We hereby acknowledge that Parent and Acquisition Sub are relying on our representations, agreements, covenants and the consents contained herein in entering into the Merger Agreement and the transactions contemplated thereby. We also acknowledge and agree that Parent and Acquisition Sub are intended third party beneficiaries of our representations, agreements, covenants and the consent contained herein and that this letter agreement may not be amended or modified without our prior written consent and the prior written consent of Parent. We are relying on your acknowledgements of paragraph 6 in order to execute this letter agreement.

Remainder of page intentionally left blank.

3

Sincerely,    WARRANTHOLDERS: CAMDEN PARTNERS STRATEGIC FUND II-A, L.P.
By:	Camden Partners Strategic II, LLC, its General Partner
By:	/s/ David L. Warnock
	Name:	David L. Warnock
	Title:	General Partner
CAMDEN PARTNERS STRATEGIC FUND II-B, L.P.
By:	Camden Partners Strategic II, LLC, its General Partner
By:	/s/ David L. Warnock
	Name:	David L. Warnock
	Title:	General Partner

Acknowledged:

Affiliated Computer Services, Inc.

By:	/s/ John H. Rexford
	Name:	John H. Rexford
	Title:	Executive Vice President

ACS Merger Corp.
By:	/s/ John H. Rexford
	Name:	John H. Rexford
	Title:	Vice President

4

Superior Consultant Holdings Corporation hereby acknowledges and consents to the Amendment to the Warrant Agreement and this letter agreement:

Superior Consultant Holdings Corporation

By:	/s/ Richard D. Helppie, Jr.
	Name:	Richard D. Helppie, Jr.
	Title:	Chief Executive Officer

5

Schedule A

		Number of Warrants/Shares into which
Name	Warrant Cert. No.	Warrants are Currently Exercisable
Camden Partners Strategic Fund II-A, L.P.	#2 and #5		761,808
Camden Partners Strategic Fund II-B, L.P.	#3 and #4		45,192
		Total:	807,000

6

EX-99.(D)(1)

                                                                  EXHIBIT (d)(1)

                                                               EXECUTION VERSION

                          AGREEMENT AND PLAN OF MERGER

                             DATED DECEMBER 17, 2004

                                  BY AND AMONG

                       AFFILIATED COMPUTER SERVICES, INC.

                                ACS MERGER CORP.

                                       AND

                    SUPERIOR CONSULTANT HOLDINGS CORPORATION

EXECUTION VERSION



                                TABLE OF CONTENTS



                                                                                                           Page
                                                                                                           ----
                                                                                                        
SECTION 1.  THE OFFER...................................................................................     2

      1.1   Conduct of the Offer........................................................................     2

      1.2   Company Actions.............................................................................     4

      1.3   Board of Directors..........................................................................     5

      1.4   Top-Up Option...............................................................................     6

SECTION 2.  MERGER TRANSACTION..........................................................................     7

      2.1   Merger of Acquisition Sub into the Company..................................................     7

      2.2   Effect of the Merger........................................................................     7

      2.3   Closing; Effective Time.....................................................................     8

      2.4   Certificate of Incorporation and Bylaws; Directors and Officers.............................     8

      2.5   Conversion of Shares........................................................................     9

      2.6   Surrender of Certificates; Stock Transfer Books.............................................     9

      2.7   Shares Subject to Appraisal Rights..........................................................    11

      2.8   Additional Actions..........................................................................    12

SECTION 3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............................................    12

      3.1   Organization................................................................................    12

      3.2   Capital Stock and Ownership.................................................................    13

      3.3   Financial and Corporate Records.............................................................    14

      3.4   Compliance with Law.........................................................................    14

      3.5   SEC Filings.................................................................................    16

      3.6   Title to Assets; Condition and Sufficiency..................................................    18

      3.7   Obligations.................................................................................    19

      3.8   Operations Since September 30, 2004.........................................................    19

      3.9   Tangible Property...........................................................................    20

      3.10  Real Property...............................................................................    20

      3.11  Environmental Matters.......................................................................    21

      3.12  Intellectual Property.......................................................................    21

      3.13  Contracts...................................................................................    23

      3.14  Employees; Labor Matters....................................................................    24

      3.15  Employee Benefit Matters....................................................................    25


EXECUTION VERSION





                                                                                                           Page
                                                                                                           ----
                                                                                                        
      3.16  Taxes.......................................................................................    27

      3.17  Proceedings and Judgments...................................................................    29

      3.18  Related Party and Affiliate Transactions....................................................    29

      3.19  Effect of Agreement; Inapplicability of Anti-takeover Statutes..............................    29

      3.20  Board Recommendation; Vote Required.........................................................    30

      3.21  Non-Contravention; Consents.................................................................    30

      3.22  Fairness Opinion............................................................................    32

      3.23  Financial Advisory and Other Fees...........................................................    32

      3.24  Disclosure..................................................................................    32

      3.25  Subcontractors..............................................................................    32

      3.26  Business Relationships......................................................................    33

      3.27  Proposals and Pipeline......................................................................    33

      3.28  Insurance...................................................................................    33

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB................................    34

      4.1   Due Organization............................................................................    34

      4.2   Authority; Binding Nature of Agreement......................................................    34

      4.3   Non-Contravention; Consents.................................................................    34

      4.4   Disclosure..................................................................................    34

      4.5   Funds.......................................................................................    35

      4.6   Litigation..................................................................................    35

      4.7   Brokers.....................................................................................    35

SECTION 5.  CERTAIN COVENANTS OF THE COMPANY............................................................    35

      5.1   Access and Investigation....................................................................    35

      5.2   Operation of the Company's Business.........................................................    36

      5.3   No Solicitation.............................................................................    40

SECTION 6.  ADDITIONAL COVENANTS OF THE PARTIES.........................................................    43

      6.1   Stockholder Approval; Proxy Statement.......................................................    43

      6.2   Regulatory Approvals........................................................................    43

      6.3   Stock Options...............................................................................    44

      6.4   Employee Benefits...........................................................................    45

      6.5   Indemnification of Officers and Directors...................................................    46

      6.6   Additional Agreements.......................................................................    47


EXECUTION VERSION

                                       ii




                                                                                                           Page
                                                                                                           ----
                                                                                                        
      6.7   Disclosure..................................................................................    47

      6.8   Change of Control Payments..................................................................    47

      6.9   Aprahamian Notes............................................................................    47

      6.10  Resignation of Officers and Directors.......................................................    48

      6.11  General Cooperation.........................................................................    48

SECTION 7.  CONDITIONS PRECEDENT TO THE MERGER..........................................................    48

      7.1   Stockholder Approval........................................................................    48

      7.2   No Restraints...............................................................................    48

      7.3   Consents, Approvals.........................................................................    48

      7.4   Waiting Period..............................................................................    48

      7.5   Consummation of Offer.......................................................................    48

SECTION 8.  TERMINATION.................................................................................    48

      8.1   Termination.................................................................................    48

      8.2   Effect of Termination.......................................................................    49

      8.3   Expenses; Termination Fees..................................................................    50

SECTION 9.  MISCELLANEOUS PROVISIONS....................................................................    51

      9.1   Amendment...................................................................................    51

      9.2   Waiver......................................................................................    52

      9.3   No Survival of Representations and Warranties...............................................    52

      9.4   Entire Agreement; Counterparts; No Third Party Beneficiaries................................    52

      9.5   Applicable Law; Jurisdiction................................................................    52

      9.6   Headings....................................................................................    52

      9.7   Attorneys' Fees.............................................................................    53

      9.8   Assignability...............................................................................    53

      9.9   Notices.....................................................................................    53

      9.10  Cooperation.................................................................................    54

      9.11  Severability................................................................................    54

      9.12  Interpretation of Representations...........................................................    54

      9.13  Bankruptcy Qualification....................................................................    54

      9.14  Construction................................................................................    54


EXECUTION VERSION

                                       iii


EXHIBITS

Exhibit A   --    Definitions
Exhibit B   --    List of Persons Entering into Tender and Voting Agreement
Exhibit C   --    List of Consents
Annex I     --    Conditions of the Offer

EXECUTION VERSION



                          AGREEMENT AND PLAN OF MERGER

PARTIES:    AFFILIATED COMPUTER SERVICES, INC.,
            a Delaware corporation ("PARENT")
            2828 North Haskell Avenue
            Dallas, Texas 75204

            ACS MERGER CORP.,
            a Delaware corporation ("ACQUISITION SUB")
            2828 North Haskell Avenue
            Dallas, Texas 75204

            SUPERIOR CONSULTANT HOLDINGS CORPORATION,
            a Delaware corporation (the "COMPANY")
            5225 Auto Club Drive
            Dearborn, Michigan 48126

DATE:       December 17, 2004

                                   BACKGROUND

      A. The respective boards of directors of Parent, Acquisition Sub and the
Company have each determined that it is advisable and in the best interests of
their respective stockholders for Parent to acquire the Company upon the terms
and provisions of and subject to the conditions set forth in this Agreement.

      B. It is proposed that Acquisition Sub make a cash tender offer (the
"OFFER") for all of the outstanding shares of common stock, $.01 par value per
share of the Company ("COMPANY COMMON STOCK") at $8.50 per share (such amount,
or any greater per share amount paid pursuant to the Offer, subject to Section
1.1(e), being the "PER SHARE AMOUNT"), upon the terms and provisions of and
subject to the conditions of this Agreement.

      C. In furtherance of the acquisition of the Company by Parent, the
respective boards of directors of Parent, Acquisition Sub and the Company have
each approved a merger (the "MERGER") of Acquisition Sub with and into the
Company, with the Company as the surviving corporation, upon the terms and
provisions of and subject to the conditions set forth in this Agreement.

      D. By resolutions duly adopted, the Company Board has unanimously, in
light of and subject to the terms and conditions hereof: (i) determined that
this Agreement and the transactions contemplated hereby, including the Offer and
the Merger, are fair to and in the best interests of the Company and the Company
Stockholders and (ii) resolved to recommend that the Company Stockholders accept
the Offer and tender their shares pursuant to the Offer and adopt this
Agreement.

      E. In order to induce Parent and Acquisition Sub to enter into this
Agreement and to consummate the transactions contemplated hereby, concurrently
with the execution and delivery

EXECUTION VERSION



of this Agreement, certain of the stockholders of the Company set forth on
Exhibit B hereto are executing a tender and voting agreement in favor of Parent
and Acquisition Sub (the "TENDER AND VOTING AGREEMENT").

      F. Unless the context clearly indicates otherwise, capitalized terms used
herein shall have the meanings set forth in Exhibit A hereto.

      NOW THEREFORE, in consideration of the mutual agreements contained herein
and subject to the satisfaction of the terms and conditions set forth herein,
the parties hereto agree as follows:

Section 1. THE OFFER

      1.1 Conduct of the Offer.

      (a) Provided that this Agreement shall not have been terminated in
accordance with Section 8 hereof and that none of the events or circumstances
set forth in Annex I shall have occurred or exist (excluding the events or
circumstances set forth in paragraph "(a)" in Annex I), as promptly as
practicable, and in any event not later than five Business Days after the date
of this Agreement, Parent shall cause Acquisition Sub to commence (within the
meaning of Rule 14d-2 under the Exchange Act) the Offer.

      (b) Subject to the terms and conditions of the Offer and this Agreement,
Parent shall cause Acquisition Sub to accept for payment all shares of Company
Common Stock validly tendered and not withdrawn pursuant to the Offer at the
earliest time following the initial Expiration Date at which time all conditions
of the Offer shall have been satisfied or waived by Acquisition Sub, and,
thereafter, Acquisition Sub shall accept for payment all additional shares of
Company Common Stock validly tendered during any Subsequent Offering Period to
the extent Parent and Acquisition Sub determine to provide a Subsequent Offering
Period in connection with the Offer; provided that Parent and Acquisition Sub
are permitted to do so pursuant to Section 1.1(c), provided, further, the
obligation of Acquisition Sub to accept for payment and to pay for any shares of
Company Common Stock tendered pursuant to the Offer shall be subject to (i) the
condition that there shall be validly tendered and not withdrawn a number of
shares of Company Common Stock (including the shares tendered under the Tender
and Voting Agreement) that immediately prior to the acceptance for payment of
shares of Company Common Stock pursuant to the Offer, represents at least a
majority of the Fully Diluted Number of Company Shares (the "MINIMUM CONDITION")
and (ii) the other conditions set forth in Annex I. Acquisition Sub expressly
reserves the right in its sole discretion to increase the Per Share Amount, to
waive (in whole or in part) any of the conditions of the offer set forth in
Annex I or to make any other changes in the terms and conditions of the Offer;
provided that (A) without the prior written consent of the Company, which may be
withheld in the Company's sole discretion: (1) the Minimum Condition may not be
increased and (2) no change may be made that changes the form of consideration
to be paid, that reduces the Per Share Amount or that changes the number of
shares of Company Common Stock sought in the Offer, or imposes any additional
material conditions to the Offer in addition to the Minimum Condition and the
conditions set forth in Annex I; and (B) without the prior written consent of
the Company, which may not be unreasonably withheld, delayed or conditioned: (1)
except for

EXECUTION VERSION

                                       2


the extensions and/or Subsequent Offering Periods provided for in Section
1.1(c), no change may be made that extends the expiration date of the Offer
beyond the initial expiration date of the Offer and (2) no change may be made
that amends any other terms of the Offer in a manner materially adverse to the
Company Stockholders, when taken as a whole with all other changes and
amendments. Simultaneously with the acceptance for payment of any shares in the
Offer, Parent shall cause Acquisition Sub to deposit with the Paying Agent
immediately available cash funds sufficient to pay for all shares of Company
Common Stock validly tendered and not withdrawn pursuant to the Offer.

      (c) Subject to the terms and conditions thereof, the Offer shall remain
open until midnight, Eastern time, on the date that is 20 Business Days after
the date the Offer is commenced (the initial "EXPIRATION DATE," and any
expiration time and date established pursuant to an authorized extension of the
Offer as so extended, also an "EXPIRATION DATE"); provided, however, that,
without the consent of the Company, Acquisition Sub may (i) extend the Offer for
one or more periods of not more than five Business Days not to exceed an
aggregate of 15 Business Days if, at the scheduled Expiration Date, any of the
conditions of the Offer shall not have been satisfied or waived until such time
as such conditions are satisfied or waived to the extent permitted by this
Agreement; (ii) extend the Offer for any period required by any rule,
regulation, interpretation or position of the SEC or the SEC staff thereof
applicable to the Offer or (iii) extend the Offer for one subsequent offering
period (as provided in Rule 14d-11 under the Exchange Act) (a "SUBSEQUENT
OFFERING PERIOD") for three to 20 Business Days in order to acquire at least 90%
of the outstanding shares of Company Common Stock or otherwise. Upon the written
request of the Company, Parent agrees to cause Acquisition Sub to extend the
Offer for one or more periods not to exceed an aggregate of 15 Business Days,
if, as of any Expiration Date, all of the conditions of the Offer are not
satisfied, but Parent reasonably believes that such conditions are reasonably
capable of being satisfied in such period. Parent and Acquisition Sub shall
comply with the obligations respecting prompt payment and announcement under the
Exchange Act, and, without limiting the generality of the foregoing, Acquisition
Sub shall, and Parent shall cause Acquisition Sub to, accept for payment, and
pay for, all shares of Company Common Stock validly tendered and not withdrawn
pursuant to the Offer promptly following the acceptance of the shares of Company
Common Stock for payment pursuant to the Offer and this Agreement.

      (d) On the date of commencement of the Offer, Parent and Acquisition Sub
shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect
to the Offer which will contain the offer to purchase shares of Company Common
Stock pursuant to the Offer (the "OFFER STATEMENT") and related letter of
transmittal and other ancillary offer documents and instruments and (ii) use all
commercially reasonable efforts to cause the Offer Statement and related
documents and instruments to be disseminated to Company Stockholders in
accordance in all material respects with applicable United States federal
securities laws. Parent and Acquisition Sub agree that they shall use all
commercially reasonable efforts to cause the Schedule TO and all exhibits,
amendments or supplements thereto (which together constitute the "OFFER
DOCUMENTS") to comply in all material respects with the Exchange Act, the
Securities Act and the rules and regulations thereunder and other applicable
Law. The Company, Parent and Acquisition Sub will use their respective
commercially reasonable efforts to comply in all material respects with the
applicable requirements of the United States federal securities laws. The
information provided and to be provided by the Company, Parent and Acquisition
Sub for

EXECUTION VERSION

                                       3


use in the Offer Documents shall not, on the date filed with the SEC and on the
date first published or sent or given to the Company Stockholders, as the case
may be, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except that (A) no representation is made by Parent or
Acquisition Sub with respect to the information supplied by the Company for
inclusion in the Offer Documents and (B) no representation is made by the
Company with respect to the information supplied by Parent or Acquisition Sub
for inclusion in the Offer Documents. Each of Parent, Acquisition Sub and the
Company shall use all commercially reasonable efforts to respond promptly to any
comments of the SEC or its staff with respect to the Offer Documents or the
Offer and to correct promptly any information provided by it for use in the
Offer Documents if and to the extent that such information shall have become
false or misleading in any material respect. Parent, Acquisition Sub and the
Company shall take all steps necessary to cause the Offer Documents as
supplemented or amended to correct such information to be filed with the SEC and
to be disseminated to Company Stockholders, in each case as and to the extent
required by applicable United States federal securities laws. The Company shall
promptly furnish to Parent and Acquisition Sub all information concerning the
Acquired Companies and the Company Stockholders that may be required or
reasonably requested in connection with any action contemplated by this Section
1.1(d). The Company and its counsel shall be given reasonable opportunity to
review and comment on the Offer Documents (including any amendment thereto)
prior to the filing thereof with the SEC. Parent and Acquisition Sub agree to
provide the Company and its counsel with any comments that Parent, Acquisition
Sub or their counsel may receive from the SEC or its staff with respect to the
Offer Documents promptly after receipt of such comments and prior to their
response to such comments.

      (e) If, between the date of this Agreement and the date on which any
particular share of Company Common Stock is accepted for payment pursuant to the
Offer, the outstanding shares of Company Common Stock are changed into a
different number or class of shares by reason of any stock split, division or
subdivision of shares, stock dividend, reverse stock split, consolidation of
shares, reclassification, recapitalization or other similar transaction, then
the Per Share Amount shall be appropriately adjusted to reflect such change or
transaction.

      1.2 Company Actions.

      (a) The Company hereby approves of and consents to the Offer. The Company
hereby consents to the inclusion in the Offer Documents of the Company Board
Recommendation, subject to the right of the Company Board to withdraw, modify or
amend the Company Board Recommendation in accordance with the provisions of
Section 5.3.

      (b) As promptly as practicable but no more than five Business Days after
the day that the Offer is commenced, the Company shall file with the SEC and
(following or contemporaneously with the dissemination of the Offer Statement
and related documents) disseminate to Company Stockholders, in each case as and
to the extent required by applicable United States federal securities laws, a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the
Offer (together with any amendments or supplements thereto, the "SCHEDULE
14D-9") that shall contain the Company Board Recommendation. The Company agrees
that it shall cause the Schedule 14D-9 to comply in all material respects with
the

EXECUTION VERSION

                                       4


Exchange Act and the rules and regulations thereunder and other applicable Law.
Each of Parent, Acquisition Sub and the Company agrees to promptly correct any
information provided by it for use in the Schedule 14D-9 if and to the extent
that such information shall have become false or misleading in any material
respect, and the Company further agrees to take all steps necessary to cause the
Schedule 14D-9 as supplemented or amended to correct such information to be
filed with the SEC and to be disseminated to Company Stockholders, in each case
as and to the extent required by applicable United States federal securities
laws. Parent and its counsel shall be given reasonable opportunity to review and
comment on the Schedule 14D-9 (including any amendment thereto) prior to the
filing thereof with the SEC. The Company agrees to provide Parent and its
counsel with any comments the Company or its counsel may receive from the SEC or
its staff with respect to the Schedule 14D-9 promptly after receipt of such
comments.

      (c) The Company will, or will cause its transfer agent to, promptly
furnish Parent and Acquisition Sub with a list of its stockholders, mailing
labels and any available listing or computer file containing the names and
addresses of all Company Stockholders of record and lists of securities
positions of shares of Company Common Stock held in stock depositories, in each
case as of the most recent practicable date, and will provide to Parent such
additional information (including updated lists of stockholders, mailing labels
and lists of securities positions) and such other assistance as Parent or
Acquisition Sub may reasonably request in connection with the Offer and the
Merger. Except as required by applicable Laws, and except as necessary to
disseminate and communicate the Offer, the Merger or the transactions
contemplated by this Agreement to the Company Stockholders, Parent and
Acquisition Sub (and their respective representatives) shall hold in confidence
the information contained in any such labels, listings and files to the extent
required by the Confidentiality Agreement.

      1.3 Board of Directors.

      (a) Promptly upon the acceptance of and deposit of funds for payment in
accordance with Section 1.1(b) for at least a majority of the shares of Company
Common Stock outstanding by Parent, Acquisition Sub or any of their Affiliates
pursuant to and in accordance with the terms of the Offer and this Agreement and
from time to time thereafter, and subject to Section 1.3(c), Parent shall be
entitled to designate up to such number of directors, rounded to the nearest
whole number constituting at least a majority of the directors, on the Company
Board as will give Parent representation on the Company Board equal to the
product of the number of directors on the Company Board (giving effect to any
increase in the number of directors pursuant to this Section 1.3) and the
percentage that such number of shares of Company Common Stock so purchased bears
to the total number of outstanding shares of Company Common Stock, and the
Company shall use all commercially reasonable efforts to, upon Parent's request,
promptly, at Parent's election, either increase the size of the Company Board or
secure the resignation of such number of directors as is necessary to enable
Parent's designees to be elected to the Company Board and to cause Parent's
designees to be so elected. At such times, subject to this Section 1.3, the
Company will cause individuals designated by Parent to constitute a majority of
each committee of the Company Board (other than the Company's audit committee);
provided that such designees of Parent shall not be designated to any committee
of the Company Board established to take action under this Agreement, which
committee shall be composed only of Independent Directors.

EXECUTION VERSION

                                       5


      (b) The Company's obligation to appoint designees to the Company Board
shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.
The Company promptly shall take all action required pursuant to Section 14(f) of
the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations
under this Section 1.3, and shall include in the Schedule 14D-9 such information
with respect to the Company and its officers and directors as is required
pursuant to such Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in
order to fulfill its obligations under this Section 1.3 and the United States
federal securities laws; provided that Parent shall have provided to the Company
prior to the filing with the SEC of the Schedule 14D-9 the information and
consents with respect to Parent and Acquisition Sub and its designees, officers,
directors and Affiliates required by Section 14(f) of the Exchange Act and Rule
14f-1 thereunder. Parent will supply to the Company in writing any information
with respect to itself and its nominees, officers, directors and Affiliates
required under the Exchange Act pursuant to Section 14(f) of the Exchange Act
and Rule 14f-1 thereunder.

      (c) In the event that Parent's designees are elected or designated to the
Company Board then, until the Effective Time, the Company shall cause the
Company Board to have at least three directors who are directors on the date of
this Agreement, including at least three directors who are (i) selected by such
current directors; and (ii) independent directors for purposes of the continued
listing requirements of Nasdaq (such directors, the "INDEPENDENT DIRECTORS");
provided, however, that, if any Independent Director is unable to serve due to
death or disability or any other reason, the remaining Independent Directors
shall be entitled to elect or designate another individual (or individuals) who
serve(s) as a director (or directors) on the date of this Agreement (provided
that no such individual is an employee of the Company or its Subsidiaries) to
fill the vacancy, and such director (or directors) shall be deemed to be an
Independent Director (or Independent Directors) for purposes of this Agreement.
If no Independent Director then remains, the other directors shall designate
three individuals who are directors on the date of this Agreement, provided that
such individuals shall not be employees, officers, directors or Affiliates of
the Company, Parent or Acquisition Sub (or, in the event there shall be less
than two directors available to fill the vacancies as a result of such
individuals' deaths, disabilities or refusals to serve, such smaller number of
individuals who are directors on the date of this Agreement) to fill the
vacancies and such directors shall be deemed Independent Directors for purposes
of this Agreement. Following the Appointment Time and prior to the Effective
Time, Parent and Acquisition Sub shall cause any amendment of this Agreement,
any amendment of the Company Certificate or the Company Bylaws, any termination
of this Agreement by the Company, any extension by the Company of the time for
the performance of any of the obligations or other acts of Acquisition Sub or
Parent or waiver of any of the Company's rights under this Agreement or other
action adversely affecting the rights of the Company Stockholders (other than
Parent or Acquisition Sub), not to be effected without the affirmative vote of a
majority of the Independent Directors. Following the Appointment Time and prior
to the Effective Time, neither Parent nor Acquisition Sub shall take any action
to remove any Independent Director absent cause.

      1.4 Top-Up Option.

      (a) The Company hereby grants to Parent and Acquisition Sub an irrevocable
option (the "TOP-UP OPTION") to purchase, at a price per share equal to the Per
Share Amount, a number of shares of Company Common Stock (the "TOP-UP OPTION
SHARES") that, when added

EXECUTION VERSION

                                       6


to the number of shares of Company Common Stock owned by Parent, Acquisition Sub
or any wholly-owned Subsidiary of Parent or Acquisition Sub at the time of
exercise of the Top-Up Option, constitutes one share of Company Common Stock
more than 90% of the Fully Diluted Number of Company Shares after the issuance
of the Top-Up Option Shares. The Top-Up Option may be exercised by Parent or
Acquisition Sub, in whole or in part, at any time on or after the first date on
which Acquisition Sub accepts any shares of Company Common Stock for payment
pursuant to the Offer (the "ACCEPTANCE DATE") and on or prior to the tenth
Business Day after the later of (i) the Acceptance Date or (ii) the expiration
of any Subsequent Offering Period; provided, however, that the obligation of the
Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option
is subject to the conditions that (A) no provision of any applicable Law and no
judgment, injunction, order or decree shall prohibit the exercise of the Top-Up
Option or the delivery of the Top-Up Option Shares in respect of such exercise,
(B) the issuance of Top-Up Option Shares pursuant to the Top-Up Option would not
require approval of the Company Stockholders under applicable Law (including,
without limitation, Nasdaq rules and regulations, including Section
4350(i)(1)(D)), and (C) Acquisition Sub has accepted for payment and in
accordance with Section 1.1(b) paid for all shares of Company Common Stock
validly tendered in the Offer and not withdrawn. The parties shall cooperate to
ensure that the issuance of the Top-Up Option Shares is accomplished consistent
with applicable Law, including compliance with an applicable exemption from
registration of the Top-Up Option Shares under the Securities Act.

      (b) In the event Parent or Acquisition Sub wishes to exercise the Top-Up
Option, Parent shall so notify the Company in writing and shall set forth in
such notice (i) the number of shares of Company Common Stock that are expected
to be owned by Parent, Acquisition Sub or any wholly-owned Subsidiary of Parent
or Acquisition Sub immediately preceding the purchase of the Top-Up Option
Shares and (ii) a place and time for the closing of the purchase of the Top-Up
Option Shares. The Company shall, as soon as practicable following receipt of
such notice, notify Parent and Acquisition Sub of the number of shares of
Company Common Stock then outstanding and the number of Top-Up Option Shares. At
the closing of the purchase of the Top-Up Option Shares, Parent or Acquisition
Sub, as the case may be, shall pay the Company the aggregate price required to
be paid for the Top-Up Option Shares, and the Company shall cause to be issued
to Parent or Acquisition Sub, as the case may be, one or more certificates, as
required by Parent or Acquisition Sub, as the case may be, representing the
Top-Up Option Shares.

Section 2. MERGER TRANSACTION

      2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject
to the conditions set forth in this Agreement and in accordance with the General
Corporation Law of the State of Delaware (the "DGCL"), at the Effective Time,
Acquisition Sub shall be merged with and into the Company, the separate
existence of Acquisition Sub shall cease and the Company will continue its
existence under the laws of the State of Delaware as a wholly-owned Subsidiary
of Parent. The Company, in its capacity as the corporation surviving the Merger,
is hereinafter sometimes referred to as the "SURVIVING CORPORATION."

      2.2 Effect of the Merger. The Merger shall have the effects set forth in
this Agreement and in the applicable provisions of the DGCL. Without limiting
the generality of the

EXECUTION VERSION

                                       7


foregoing, and subject thereto, at the Effective Time, all properties, rights,
privileges and powers of the Company and Acquisition Sub shall vest in the
Surviving Corporation, and all debts, liabilities, obligations and duties of the
Company and Acquisition Sub shall become debts, liabilities, obligations and
duties of the Surviving Corporation.

      2.3 Closing; Effective Time. Unless this Agreement shall have been
terminated and the transactions contemplated hereby shall have been abandoned
pursuant to Section 8, the consummation of the Merger (the "CLOSING") shall take
place at the offices of Fulbright & Jaworski L.L.P., 2200 Ross Ave., Suite 2800,
Dallas, Texas 75201, at 10:00 a.m., Dallas time, on a date to be designated by
Parent (the "CLOSING DATE"), which shall be no later than the fifth Business Day
after the satisfaction or waiver of the last to be satisfied or waived of the
conditions set forth in Section 7 (other than delivery of items to be delivered
at the Closing and other than those conditions that by their nature are to be
satisfied at the Closing, it being understood that the occurrence of the Closing
shall remain subject to the delivery of such items and the satisfaction or
waiver of such conditions at the Closing), unless another date, time or place is
agreed to in writing by the parties hereto, provided that the Closing shall be
delayed if and only for so long as reasonably necessary if a banking moratorium,
act of terrorism or war (whether or not declared) affecting United States
banking or financial markets generally prevents the Closing. Subject to the
provisions of this Agreement, a certificate of merger satisfying the applicable
requirements of the DGCL (the "CERTIFICATE OF MERGER") shall be duly executed by
the Company and filed with the Secretary of State of the State of Delaware as
promptly as possible on the Closing Date. The Merger shall become effective upon
the date and time of the filing of the Certificate of Merger with the Secretary
of State of the State of Delaware, or at such later time as is specified in the
Certificate of Merger (the "EFFECTIVE TIME"). Notwithstanding anything herein to
the contrary, in the event that Acquisition Sub shall acquire at least 90% of
the outstanding shares of Company Common Stock, Parent and the Company hereby
agree to take all necessary and appropriate action to cause the Merger to become
effective, without a meeting of the Company Stockholders, in accordance with
Section 253 of the DGCL as promptly as practicable.

      2.4 Certificate of Incorporation and Bylaws; Directors and Officers.
Unless otherwise determined by Parent prior to the Effective Time:

      (a) the Certificate of Merger shall provide that, at the Effective Time,
the Surviving Corporation's certificate of incorporation as in effect
immediately prior to the Effective Time shall be amended as of the Effective
Time so as to contain the provisions, and only the provisions, contained
immediately prior thereto in Acquisition Sub's certificate of incorporation,
except for Article I thereof, which shall read "The name of the corporation is
"SUPERIOR CONSULTANT HOLDINGS CORPORATION" (the "SURVIVING CHARTER"), until
amended in accordance with the DGCL;

      (b) at the Effective Time the bylaws of Acquisition Sub in effect
immediately prior to the Effective Time shall be the bylaws of the Surviving
Corporation (the "SURVIVING BYLAWS"), until amended in accordance with the
Surviving Charter, the Surviving Bylaws or the DGCL and the Company shall take
all requisite action necessary to effect the foregoing;

EXECUTION VERSION

                                       8


      (c) the directors of Acquisition Sub immediately prior to the Effective
Time shall be the initial directors of the Surviving Corporation and shall hold
office until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be; and

      (d) the officers of Acquisition Sub immediately prior to the Effective
Time shall be the initial officers of the Surviving Corporation and shall hold
office until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be.

      2.5 Conversion of Shares.

      (a) At the Effective Time, by virtue of the Merger and without any further
action on the part of Parent, Acquisition Sub, the Company or any stockholder of
the Company:

            (i) any shares of Company Common Stock then held by the Company or
      any wholly owned Subsidiary of the Company (or held in the Company's
      treasury) or owned by Acquisition Sub or Parent or any of their respective
      affiliates shall automatically be canceled and shall cease to exist, and
      no cash or other consideration shall be delivered in exchange therefor;

            (ii) each share of Company Common Stock that is issued and
      outstanding immediately prior to the Effective time (other than the
      Dissenting Shares (as defined below) or shares of Company Common Stock
      cancelled pursuant to Section 2.5(a)(i)) shall be canceled and
      extinguished and converted into the right to receive the Per Share Amount
      (the "MERGER CONSIDERATION"), without interest; and

            (iii) each of the shares of the common stock, $0.01 par value per
      share, of Acquisition Sub then outstanding shall be converted into one
      fully paid and nonassessable share of common stock, par value $0.01 per
      share, of the Surviving Corporation and such newly issued shares shall
      thereafter constitute all of the issued and outstanding Surviving
      Corporation capital stock.

      (b) If, between the date of this Agreement and the Effective Time, the
outstanding shares of Company Common Stock are changed into a different number
or class of shares by reason of any stock split, division or subdivision of
shares, stock dividend, reverse stock split, consolidation of shares,
reclassification, recapitalization or other similar transaction, then the Merger
Consideration shall be appropriately adjusted to reflect such change or
transaction.

      2.6 Surrender of Certificates; Stock Transfer Books.

      (a) Mellon Investor Services LLC, or such other bank or trust company
designated by Parent prior to the Effective Time and reasonably acceptable to
the Company, shall act as agent (the "PAYING AGENT") for the applicable Company
Stockholders to receive the funds to which holders of such shares shall become
entitled pursuant to Section 2.5(a)(ii). Such funds shall be invested by the
Paying Agent as directed by Parent or the Surviving Corporation in (i)
obligations of or guaranteed by the United States, (ii) commercial paper rated
A-1, P-1 or A-2, P-2, and (iii) certificates of deposit, bank repurchase
agreements and bankers acceptances of any

EXECUTION VERSION

                                       9


bank or trust company organized under federal Laws or the Laws of any state of
the United States or District of Columbia that has capital, surplus or undivided
profits of at least $500,000,000 or in money market funds which are invested
substantially in such investments. Earnings from such investments shall be the
sole and exclusive property of Parent and the Surviving Corporation, and no part
of such earnings shall accrue to the benefit of Company Stockholders. Until
surrendered in accordance with the provisions of this Section 2.6, each
certificate that immediately prior to the Effective Time represented any shares
of Company Common Stock (a "CERTIFICATE") (other than Certificates representing
shares owned by Parent, Acquisition Sub or any other Subsidiary of Parent,
shares held by the Company and Dissenting Shares) shall represent for all
purposes, from and after the Effective Time, only the right to receive the
applicable Merger Consideration.

      (b) Promptly after the Effective Time, the Surviving Corporation shall
cause to be mailed to each Person who was, at the Effective Time, a holder of
record of shares of Company Common Stock entitled to receive the Merger
Consideration pursuant to Section 2.5, (i) a form of letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and title
to the Certificates shall pass, only upon proper delivery of the Certificates to
the Paying Agent and shall be in such form and have such other customary
provisions as Parent may reasonably specify) and (ii) instructions for use in
effecting the surrender of the Certificates pursuant to such letter of
transmittal. Upon surrender to the Paying Agent of a Certificate, together with
such letter of transmittal, duly completed and validly executed in accordance
with the instructions thereto, and such other documents as may be required
pursuant to such instructions, the holder of such Certificate shall be entitled
to promptly receive, in exchange therefor the Merger Consideration for each
share of Company Common Stock formerly evidenced by such Certificate, and such
Certificate shall then be canceled. No interest shall accrue or be paid on the
Merger Consideration payable upon the surrender of any Certificate for the
benefit of the holder of such Certificate. If the payment of the Merger
Consideration is to be made to a Person other than the Person in whose name the
surrendered Certificate formerly evidencing shares of Company Common Stock is
registered on the stock transfer books of the Company, it shall be a condition
of payment that the Certificate so surrendered be endorsed properly or otherwise
be in proper form for transfer and that the Person requesting such payment shall
have paid all transfer and other similar Taxes required by reason of the payment
of the Merger Consideration to a Person other than the registered holder of the
Certificate surrendered, or shall have established to the satisfaction of
Acquisition Sub that such Taxes either have been paid or are not applicable.
Until surrendered as contemplated by this Section 2.6(b), each Certificate shall
be deemed, from and after the Effective Time, to represent only the right to
receive the Per Share Amount for each share of Company Common Stock formerly
evidenced by such Certificate. If any Certificate shall have been lost, stolen
or destroyed, Parent may, in its discretion and as a condition precedent to the
payment of the Merger Consideration for each share of Company Common Stock
formerly evidenced by such Certificate, require the owner of such lost, stolen
or destroyed Certificate to provide an appropriate affidavit of that fact and to
deliver a bond (in such sum as Parent may reasonably direct, but not more than
market value plus a reasonable sum to cover applicable costs incurred by Parent
or Surviving Corporation) as indemnity against any claim that may be made
against the Paying Agent, Parent or the Surviving Corporation with respect to
such Certificate.

EXECUTION VERSION

                                       10


      (c) At any time following the sixth month after the Effective Time, the
Surviving Corporation shall be entitled to require the Paying Agent to deliver
to it any funds which had been made available to the Paying Agent and not
disbursed to Company Stockholders (including, without limitation, all interest
and other income received by the Paying Agent in respect of all funds made
available to it), and, thereafter, such holders shall thereafter look to the
Surviving Corporation (subject to abandoned property, escheat and other similar
Laws) only as general creditors thereof with respect to any Merger Consideration
that may be payable upon due surrender of the Certificates held by them, without
any interest or dividends thereon. Notwithstanding the foregoing, to the fullest
extent permitted by Law, none of the Surviving Corporation, Parent or the Paying
Agent shall be liable to any holder of a share of Company Common Stock for any
Merger Consideration delivered in respect of such share to a public official
pursuant to any abandoned property, escheat or other similar law. If any
Certificates shall not have been surrendered upon the fifth anniversary of the
Effective Time (or immediately prior to such earlier date on which any Merger
Consideration in respect of such Certificate would otherwise escheat to or
become the property of any Governmental Body), any amounts payable in respect of
such Certificate shall, to the extent permitted by applicable Law, become the
property of the Surviving Corporation, free and clear of all claims or interest
of any Person previously entitled thereto.

      (d) The consideration issued upon the surrender of the Certificates in
accordance with this Agreement shall be deemed to have been issued in full
satisfaction of all rights pertaining to the shares of Company Common Stock
formerly represented thereby. Subject to Section 2.5(a)(iii), at the close of
business on the day of the Effective Time, the stock transfer books of the
Company with respect to the shares of Company Common Stock shall be closed and
thereafter there shall be no further registration of transfers of shares of
Company Common Stock on the records of the Company. From and after the Effective
Time, the Company Stockholders outstanding immediately prior to the Effective
Time shall cease to have any rights with respect to such shares except as
otherwise provided herein or by applicable Law.

      (e) Each of the Surviving Corporation, Parent and Acquisition Sub shall be
entitled to deduct and withhold (or cause the Paying Agent to deduct and
withhold) from the consideration otherwise payable in the Merger to any holder
of shares of Company Common Stock such amounts as it is required to deduct and
withhold with respect to Taxes. To the extent that amounts are so withheld, such
withheld amounts shall be treated for all purposes of this Agreement as having
been paid to the holder of the shares of Company Common Stock in respect of
which such deduction and withholding was made.

      2.7 Shares Subject to Appraisal Rights.

      (a) Notwithstanding anything to the contrary contained in this Agreement,
to the extent that the provisions of Section 262 of the DGCL are, or prior to
the Effective Time become, applicable to the Merger, any shares of Company
Common Stock that as of the Effective Time are held by any Company Stockholder
that is entitled to demand and properly demands appraisal rights under Section
262 of the DGCL with respect to such shares (the "DISSENTING SHARES") shall not
be converted into or represent the right to receive the Merger Consideration in
accordance with Section 2.5(a), but instead such Company Stockholder shall be
entitled only to such rights as may be granted by Section 262 of the DGCL;
provided, however,

EXECUTION VERSION

                                       11


that if such appraisal rights shall not be perfected or the holders of such
shares shall otherwise lose their appraisal rights with respect to such shares
under Section 262 of the DGCL or otherwise, then, as of the later of the
Effective Time or the time of the failure to perfect such status or the loss of
such rights, such shares shall automatically be converted into and shall
represent only the right to receive (upon the surrender of the certificate or
certificates representing such shares) the Merger Consideration in accordance
with Section 2.5(a).

      (b) The Company shall give Parent (i) prompt notice of any written demand
received by the Company prior to the Effective Time to require the Company to
purchase the Dissenting Shares pursuant to Section 262 of the DGCL and of any
other demand, notice or instrument delivered to the Company prior to the
Effective Time pursuant to the DGCL and (ii) the opportunity to participate in
all negotiations and proceedings with respect to any such demand, notice or
instrument. The Company shall not make any payment or settlement offer prior to
the Effective Time with respect to any such demand unless Parent shall have
consented in its sole discretion in writing to such payment or settlement offer.

      2.8 Additional Actions. If, at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any further deeds, bills
of sale, assignments or assurances in law or any other acts are necessary or
desirable to (a) vest, perfect or confirm, of record or otherwise, in the
Surviving Corporation its right, title or interest in, to or under any of the
rights, properties or assets of the Company or (b) otherwise carry out the
provisions of this Agreement, the Company shall be deemed to have granted to the
Surviving Corporation an irrevocable power of attorney to execute and deliver
all such deeds, bills of sale, assignments or assurances in law and to take all
acts necessary, proper or desirable to vest, perfect or confirm title to and
possession of such rights, properties or assets in the Surviving Corporation and
otherwise to carry out the provisions of this Agreement, and the officers and
directors of the Surviving Corporation are authorized in the name of the Company
to take any and all such action.

Section 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Except as set forth in the Company Disclosure Letter, the Company
represents and warrants to Parent and Acquisition Sub as follows:

      3.1 Organization. Each of the Company and its Subsidiaries is an Entity
duly organized, validly existing and in good standing under the Law of the
jurisdiction of its incorporation or organization with all requisite corporate
power and authority to own its Assets and to conduct its business as and where
presently conducted. Each of the Company and its Subsidiaries is duly qualified
or registered to do business in each jurisdiction (whether federal, state, local
or foreign) where such qualification or registration is required by applicable
Law, except where the failure to be so qualified or registered would not,
individually or in the aggregate, have a Material Adverse Effect. The following
information for each of the Company's Subsidiaries is set forth in Section 3.1
to the Company Disclosure Letter, as applicable: (a) its name, type of entity
and jurisdiction of incorporation or organization; (b) each jurisdiction
(whether federal, state, local or foreign) in which such Subsidiary is qualified
to conduct business and an indication of whether such Subsidiary is in good
standing in each such jurisdiction and (c) its authorized capital stock or share
capital and the number of issued and

EXECUTION VERSION

                                       12


outstanding shares (or other equity interests) and the record owner(s) thereof.
Neither the Company nor any of its Subsidiaries has agreed or is obligated to
make, or is bound by any Contract under which it may become obligated to make,
any future equity or similar investment in or capital contribution to any other
Person. True, correct and complete copies of certificates of incorporation,
bylaws and other organization and related documents of the Company and of each
of the Company's Subsidiaries have been provided to Parent.

      3.2 Capital Stock and Ownership.

      (a) The authorized capital stock of the Company consists of 30,000,000
shares of Company Common Stock of which (i) 10,551,530 shares were issued and
outstanding as of November 30, 2004 and (ii) 469,250 shares were held by the
Company in its treasury. The Company is the sole record and beneficial owner of
all of the shares of capital stock or other equity interest of each of its
Subsidiaries and it has good and marketable title to such shares, free and clear
of any Encumbrances other than as provided by applicable United States federal
and state securities Laws. There are no shares of Company Common Stock held by
any of the Company's Subsidiaries. None of the outstanding shares of Company
Common Stock is entitled or subject to any preemptive right, right of
participation, right of maintenance or any similar right. None of the
outstanding shares of Company Common Stock is subject to any right of first
refusal in favor of the Company. There is no Contract to which the Company or
the Company's Subsidiaries is a party or by the Company or any of the Company's
Subsidiaries or any of their business or Assets is bound relating to the voting
or registration of, or restricting any Person from purchasing, selling, pledging
or otherwise disposing of (or granting any option or similar right with respect
to), any shares of Company Common Stock. None of the Company or the Company's
Subsidiaries is under any obligation, or is bound by any Contract pursuant to
which it may become obligated, to repurchase, redeem or otherwise acquire any
outstanding shares of Company Common Stock. Since September 30, 2004, the
Company has not repurchased, redeemed or otherwise acquired any shares of
Company Common Stock. The Company directly owns all of the outstanding shares of
capital stock of Superior Consultant Company, Inc., a Michigan corporation
("OPERATING SUB"). Operating Sub directly owns all of the outstanding shares of
capital stock (or other ownership or equity interests) of each of its
Subsidiaries. Other than (i) the Company's direct or indirect ownership of its
Subsidiaries and (ii) the Company's shares of capital stock held in its
treasury, neither the Company nor any of its Subsidiaries owns any equity
securities, or securities convertible into equity securities, of any other
Person.

      (b) There are 4,792,241 shares of Company Common Stock issuable pursuant
to the exercise of outstanding options issued under the Company's Stock Option
Plans and under outstanding warrants (collectively, "COMPANY OPTIONS"). Section
3.2(b) to the Company Disclosure Letter sets forth a true, correct and complete
list, as of the date hereof, of the name of each holder of a Company Option, the
number of outstanding Company Options held by such holder, the grant date
thereof, the number of shares of Company Common Stock such holder is entitled to
receive upon exercise thereof, the exercise price, the vesting schedule, whether
such Person was an employee at the time of grant, and whether the Company Option
is intended to qualify as an "incentive stock option" (within the meaning of
Section 422 of the Code). The Company has delivered to Parent and Acquisition
Sub true, correct and complete copies of the Company's Stock Option Plans and
all forms and variations of each agreement used under the

EXECUTION VERSION

                                       13


Company's Stock Option Plans and all other Company Options. Since October 25,
2004, the Company has not granted any Company Options.

      (c) Except for the Company Options, there are no outstanding
subscriptions, options, calls, warrants or rights (whether or not currently
exercisable) to acquire any shares of the capital stock or other securities of
Company or any of the Company's Subsidiaries.

      (d) There are no (i) outstanding security, instrument or obligation that
is or may become convertible into or exchangeable for any shares of the capital
stock or other securities of Company (or any of the Company's Subsidiaries)
other than the Company Options; (ii) stockholder rights plan (or similar plan
commonly referred to as a "poison pill") or Contract under which Company (or any
of the Company's Subsidiaries) is or may become obligated to sell or otherwise
issue any shares of its capital stock or any other securities; (iii) outstanding
stock appreciation rights or similar derivative securities or rights of or by
the Company (or any of the Company's Subsidiaries); (iv) bonds, debentures,
notes or other indebtedness of the Company having the right to vote on any
matters on which Company Stockholders may vote; (v) obligations by the Company
or any of the Company's Subsidiaries to make any payments based on the price or
value of the shares of Company Common Stock or (vi) outstanding obligations
requiring the Company to give any Person the right to receive any benefits or
rights similar to any rights enjoyed by or accruing to the Company Stockholders
or any rights to participate in the equity or net income of the Company.

      (e) All of the issued and outstanding shares of capital stock of each of
the Company and the Company's Subsidiaries have been duly authorized and validly
issued, and are fully paid and nonassessable. The issuance and sale of all of
the shares of capital stock described in Section 3.2(a) have been in compliance
in all material respects with United States federal and state securities laws.

      3.3 Financial and Corporate Records. The Company has delivered to Parent
an accurate and complete list, as of the date of the Agreement, of all bank
accounts, other accounts, certificates of deposit, marketable securities, other
investments, safe deposit boxes, lock boxes and safes of each of the Acquired
Companies, and the names of all officers, employees or other individuals who
have access thereto or are authorized to make withdrawals therefrom or
dispositions thereof.

      3.4 Compliance with Law.

      (a) The operations of each of the Acquired Companies, the conduct of the
business of each of the Acquired Companies, and the ownership, possession and
use of the Assets of each of the Acquired Companies are in compliance, and at
all times since January 1, 2001 have been in compliance, with all applicable
Laws, except where the failure to comply would not reasonably be expected to
result in a Material Adverse Effect. From January 1, 2001 through the date of
this Agreement, none of the Company or its Subsidiaries has received any notice
from any Governmental Body regarding any actual or possible material violation
of, or material failure to comply with, any Law. No material Governmental
Authorizations are necessary for the Acquired Companies to conduct their
business as and where presently conducted or to own their Assets.

EXECUTION VERSION

                                       14


      (b) Without limiting Section 3.4(a), none of the Company, its
Subsidiaries, or any of their respective officers, directors, employees, agents
and/or representatives have directly or indirectly (i) offered, paid or received
any remuneration, in cash or in kind, to or made any financial arrangements
with, any past or present customers, past or present suppliers, contractors or
third party payors in order to obtain business or payments from such Persons
where either the remuneration or financial arrangement is illegal under
applicable Laws; (ii) given or agreed to give or is aware that there has been
made or there is any agreement to make any material gift or gratuitous payment
of any kind nature or description to any customer or potential customer supplier
or potential supplier, contractor or third party payor or any other Person where
either the gift or gratuitous payment is illegal under applicable Laws; (iii)
made or agreed to make or is aware that there has been made or that there is any
agreement to make, any material contribution, payment or gift of funds or
property to or for the private use of any governmental official, employee or
agent where either the contribution, payment or gift is illegal under applicable
Laws; (iv) made, or agreed to make or is aware that there has been made or that
there is any agreement to make any material payment to any Person with the
intention or understanding that any part of such payment would be used for any
purpose other than that described in the document supporting such payment where
the payment is illegal under applicable Laws and/or (v) conducted business other
than in compliance in all material respects with all applicable anti-kickback or
patient or healthcare solicitation laws and regulations, including but not
limited to 42 U.S.C. 1320a-7b(b), as amended, or any applicable state
anti-kickback or other similar state or federal Laws.

      (c) Without limiting Section 3.4(a), to the Company's knowledge, the
activities of each of the Company, its Subsidiaries, and any of their respective
officers, directors, agents and employees have complied in all material
respects, and the operations of each of the Company and its Subsidiaries have
complied in all material respects, with all applicable Laws governing corrupt or
illicit business practices, including, without limitation, laws dealing with
improper or illegal payments, gifts or gratuities and/or the payment of money or
anything of value directly or indirectly to any Person (whether a government
official or private individual) for the purpose of illegally inducing any Person
or government official, or political party or official thereof, or any candidate
for any such position, in making any decision or illegally assisting any Person
in obtaining or retaining business or taking any other action favorable to such
Person, and/or dealing with business practices in relation to investments
outside of the United States (including, by way of example, if applicable, the
United States Foreign Corrupt Practices Act, as amended). None of the Company,
its Subsidiaries or any of their respective directors, officers, agents or
employees of the Company or any of its Subsidiaries has, in connection with the
conduct of the business of the Company and its Subsidiaries, (i) used any funds
for unlawful contributions, gifts, entertainment or other unlawful expenses
relating to political activity; (ii) established or maintained any unrecorded
fund or asset for any purpose or made any false entries on the books and records
of the Company or any Subsidiary for any reason; (iii) paid or delivered any
fee, commission or any other sum of money or item of property, however
characterized, to any finder, agent, government official or other party, in the
United States or any other country, which in any manner relates to the assets,
business or operations of the Company or any of its Subsidiaries in violation of
any United States federal, state, local or foreign Law or (iv) made any other
unlawful payment. The internal accounting controls and procedures of the Company
and its Subsidiaries are sufficient to cause compliance in all material respects
with the United States Foreign Corrupt Practices Act, as amended.

EXECUTION VERSION

                                       15


      (d) Without limiting Section 3.4(a), the Acquired Companies have been in
compliance in all material respects with the applicable provisions of HIPAA,
including the Privacy Standards, the Electronic Transactions Standards and the
Security Standards promulgated under the Administrative Simplifications
subtitle. The Company and each of its Subsidiaries have appropriately documented
in all material respects, each business associate or other agreement governing
the use or disclosure of protected health information (as such terms are used in
HIPAA) and none of the Acquired Companies, and to the Company's knowledge is any
other party, in violation of or in default in respect of, nor has there occurred
an event or condition that with the passage of time or giving of notice would
constitute a default or violation of any business associate or similar
agreement. No complaint or action has ever been filed with the U.S. Department
of Health and Human Services Office of Civil Rights or with any other
Governmental Body relating to the violation by the Acquired Companies (or to the
Company's knowledge, under any system designed by the Acquired Companies for any
of their customers) of privacy laws or the electronic transmission of health
information. None of the Acquired Companies, and to the Company's knowledge,
none of their respective officers, employees or agents have been excluded from
participation in any governmental program, including any state or federal
healthcare program or been a party to any action or Proceeding concerning
exclusion from any governmental program. The Company and its Subsidiaries have
adopted appropriate policies, procedures or compliance plans to ensure adherence
in all material respects to HIPAA and other federal or state privacy laws
applicable to the Company and its Subsidiaries. None of the Acquired Companies,
or to the Company's knowledge, any of their respective officers, employees or
agents have been or are currently subject to a Corporate Integrity Agreement
with the Officer of Inspector General or similar agreement with a Governmental
Body.

      3.5 SEC Filings.

      (a) All statements, reports, schedules, forms and other documents required
to have been filed by the Company with the SEC under the Exchange Act or the
Securities Act since January 1, 2001 have been so filed and in a timely manner
(or timely in all material respects in the case of filings under Section 16 of
the Exchange Act). As of the time it was filed with the SEC (or, if amended,
supplemented or superseded by a filing prior to the date of this Agreement, then
on the date of such filing): (i) each of the Company SEC Documents complied in
all material respects with the applicable requirements of the Securities Act or
the Exchange Act (as the case may be) and (ii) except to the extent that
information contained in any Company SEC Document has been revised or superseded
by a later filed Company SEC Document, none of the Company SEC Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. There are no outstanding comments from, or unresolved issues raised
by, the SEC with respect to the Company SEC Documents. No executive officer of
the Company has failed in any respect to make the certification required of him
or her under Sections 302 or 906 of SOX and no enforcement action has been
initiated against the Company relating to disclosures contained in any Company
SEC Documents.

      (b) Except to the extent stated therein, the consolidated financial
statements (including any related notes) contained in the Company SEC Documents:
(i) when filed, complied as to form in all material respects with the published
rules and regulations of the SEC

EXECUTION VERSION

                                       16


applicable thereto; (ii) when filed, were prepared in accordance with GAAP
(except as may be indicated in the notes to such financial statements or, in the
case of unaudited statements, as permitted by Form 10-Q of the SEC, and except
that the unaudited financial statements may not contain footnotes and are
subject to normal and recurring year-end adjustments) and (iii) fairly present
in all material respects the consolidated financial position of Company as of
the respective dates thereof and the consolidated results of operations and cash
flows of Company for the periods covered thereby (except as may be indicated in
the notes to such financial statements or, in the case of unaudited statements,
as permitted by Form 10-Q of the SEC, and except that the unaudited financial
statements may not contain footnotes and are subject to normal and recurring
year-end adjustments). The unaudited consolidated balance sheet of the Company
and its Subsidiaries as of September 30, 2004 included in the Company's
Quarterly Report for the quarter ended September 30, 2004 is sometimes referred
to as the "LATEST BALANCE SHEET."

      (c) The Company has devised and maintain a system of internal accounting
controls sufficient to provide reasonable assurances regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP, including that (i) transactions are executed
only in accordance with management's authorization; (ii) transactions are
recorded as necessary to permit preparation of the financial statements of the
Company and to maintain accountability for the assets of the Company and its
Subsidiaries, as applicable; (iii) access to such assets is permitted only in
accordance with management's authorization; (iv) the reporting of such assets is
compared with existing assets at regular intervals and (v) accounts, notes and
other receivables and inventory are recorded accurately, and proper and adequate
procedures are implemented to effect the collection thereof on a current and
timely basis. The Company (i) has designed disclosure controls and procedures
(within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to
ensure that material information relating to the Acquired Companies is made
known to their respective management by others within the Acquired Companies as
appropriate to allow timely decisions regarding required disclosure and to make
the certifications required by the Exchange Act with respect to the Company SEC
Documents and (ii) has disclosed, based on its most recent evaluation prior to
the date of this Agreement, to its auditors and the audit committee of the
Company Board (A) any significant deficiencies in the design or operation of
internal controls which are reasonably likely to adversely affect in any
material respect its ability to record, process, summarize and report financial
data and have disclosed to its auditors any material weaknesses in internal
controls, and (B) any fraud, whether or not material, that involves management
or other employees who have a significant role in its internal controls over
financial reporting. No disclosures described in clause (A) or (B) of the
preceding sentence have been made by the Company's management to the Company's
auditors and audit committee since July 30, 2002. The Company has initiated its
process of compliance with Section 404 of SOX and expects to be in full
compliance therewith by December 31, 2005.

      (d) Since August 5, 2003, (i) none of the Company nor any of its
Subsidiaries nor, to the Company's knowledge, any director, officer, employee,
auditor, accountant or representative of any of the Company or any of its
Subsidiaries has received or otherwise had or obtained knowledge of any material
complaint, allegation, assertion or claim, whether written or oral, regarding
the accounting or auditing practices, procedures, methodologies or methods of
the Company or any of its Subsidiaries or their respective internal accounting
controls, including any

EXECUTION VERSION

                                       17


material complaint, allegation, assertion or claim that the Company or of its
Subsidiaries has engaged in questionable accounting or auditing practices and
(ii) no attorney representing the Acquired Companies, whether or not employed
thereby, has reported evidence of a material violation of U.S. federal
securities laws, breach of fiduciary duty or similar material violation by the
Company or any of its officers, directors, employees or agents, or those of its
Subsidiaries, to the Company Board or any committee thereof or to any director
or officer of the Company. Since January 1, 2001, neither the Company nor any of
its Subsidiaries has received from the SEC or any other Governmental Body any
written comments or questions with respect to any of the Company SEC Reports
(including the financial statements included therein) or any registration
statement filed by any of them with the SEC or any notice from the SEC or other
Governmental Body that such Company SEC Reports (including the financial
statements included therein) or registration statements are being reviewed or
investigated, and to the Company's knowledge, there is not, as of the date of
this Agreement, any investigation or review being conducted by the SEC or any
other Governmental Body of any Company SEC Document (including the financial
statements included therein).

      (e) Section 3.5(e) to the Company Disclosure Letter sets forth all
outstanding loans made by the Company or any of its Subsidiaries to any
executive officer (as defined in Rule 3b-7 under the Exchange Act) or director
of the Company. Since July 30, 2002, neither the Company nor any of its
Subsidiaries has made, or materially modified, any loans to any executive
officer or director of the Company or any of the Company's Subsidiaries.

      (f) The Company is not required to file any forms, reports, schedules,
statements or other documents with any foreign Governmental Body that performs a
similar function to that of the SEC or any securities exchange or quotation
service other than Nasdaq. No Subsidiary of the Company is subject to the
periodic reporting requirements of Section 13 or 15 of the Exchange Act or is
otherwise required to file documents with the SEC, any securities exchange or
quotation service, any other comparable Governmental Body or any foreign
Governmental Body that performs a similar function to that of the SEC.

      3.6 Title to Assets; Condition and Sufficiency. The Acquired Companies
have good and marketable title to all of the material Assets that each purports
to own free and clear of all Encumbrances (other than the Permitted
Encumbrances) and such Assets together with the Assets covered under the Real
Property Leases, equipment leases, the Intellectual Property Licenses and
licenses for Commercially Available Software, are sufficient to permit the
Acquired Companies to conduct their businesses in all material respects in the
ordinary course immediately after Closing in substantially the same manner as
prior to Closing. Except for equipment leases, the leases for the Real Property,
including all amendments thereto, to which any of the Acquired Companies is a
party (the "REAL PROPERTY LEASES"), the Intellectual Property Licenses and
licenses for Commercially Available Software, the Acquired Companies own good
and marketable title in and to all other Assets used or acquired for use in the
Acquired Companies' business and operations. Other than the Subleases, no Person
other than the Company or its Subsidiaries, owns any right, title or interest in
or to the Assets used or held for use in connection with the business or
operations of the Acquired Companies through any rights, title or interest
granted by the Acquired Companies or their predecessors. The items of tangible
personal property owned or leased by the Acquired Companies and the improvements
and fixtures located on the premises covered by the Real Property Leases are in
good working order

EXECUTION VERSION

                                       18


or condition in all material respects, reasonable wear and tear excepted and are
suitable in all material respects for the uses for which they are intended,
other than surplus, obsolete and unwanted assets in the ordinary course of
business, any material amounts of which has previously been written off as of
the Latest Balance Sheet.

      3.7 Obligations.

      (a) Neither the Company nor any of its Subsidiaries has any Obligations of
any type other than (i) Obligations reflected on the Latest Balance Sheet or in
the notes thereto; (ii) Obligations that have been incurred by the Acquired
Companies since the date of the Latest Balance Sheet and prior to the date
hereof and not in breach of any of the representations and warranties made in
Section 3.8; (iii) Obligations incurred subsequent to the date hereof in
accordance with Section 5.2(b) or (iv) obligations under any Contract (other
than a Contract relating to a financing) incurred by the Acquired Companies in
the ordinary course of business and consistent with past practices, provided
that none of the Acquired Companies has defaulted under, or is in breach of, any
provision of (or would be in breach or default upon the giving of notice or the
passage of time), such Contract.

      (b) Section 3.7(b) to the Company Disclosure Letter sets forth, as of the
date of this Agreement, a true, correct and complete list of all of the Acquired
Companies' capital leases other than capital leases involving payments of less
than $25,000 under any single lease or $100,000 in the aggregate. Section 3.7(b)
to the Company Disclosure Letter sets forth, as of the date of this Agreement, a
true and complete list of all of the Company's letters of credit, including all
amounts currently outstanding.

      3.8 Operations Since September 30, 2004. From September 30, 2004 and on or
prior to the date of this Agreement:

      (a) no event has occurred, and no circumstance has arisen, that alone or
in combination with any other events or circumstances, had or would reasonably
be expected to have a Material Adverse Effect;

      (b) none of the Acquired Companies has (i) incurred any Obligation outside
the ordinary course of business consistent with past practices; (ii) acquired or
disposed of any business or Assets (other than inventory or obsolete or surplus
Assets, in each case, in the ordinary course of business consistent with past
practices) or (iii) entered into any Contract (other than purchase orders, trade
payables, or employment agreements, in each case, in the ordinary course of
business consistent with past practices or customer Contracts) or other
transaction, involving an amount exceeding $100,000 individually, or $250,000 in
the aggregate;

      (c) none of the Acquired Companies has sold, issued or granted, or
authorized the issuance of, (i) any capital stock or other security (except for
Company Common Stock issued upon the exercise of outstanding Company Options);
(ii) any option, warrant or right to acquire any capital stock or any other
security or (iii) any instrument convertible into or exchangeable for any
capital stock or other security;

EXECUTION VERSION

                                       19


      (d) neither the Company nor any of its Subsidiaries has: (i) entered into
a Specified Contract, except in the ordinary course of business and consistent
with past practices; (ii) participated in any merger, consolidation,
reorganization, share exchange, business combination, recapitalization,
reclassification of shares, stock split, reverse stock split or similar
transaction; (iii) acquired the business or any bulk assets of any other Person;
(iv) completely or partially liquidated or dissolved; (v) terminated any part of
their respective material businesses; (vi) changed any of their methods of
accounting or accounting practices in any material respect, other than to comply
with applicable laws or GAAP; (vii) made any material Tax election; (viii)
commenced or settled any material Proceeding or (ix) have incurred any
Obligation to any of their respective Affiliates except for compensation and
participation in Benefit Plans by employees in the ordinary course of business;

      (e) neither the Company nor any of its Subsidiaries has: (i) declared,
accrued, set aside or paid any dividend or made any distribution with respect to
any shares of capital stock (other than transactions between or among the
Company and its Subsidiaries); (ii) formed any Subsidiary or acquired any equity
or other interest in any Person; (iii) amended their respective articles or
certificates of incorporation or formation, bylaws or other organization
documents or (iv) entered into any Contract that commits or committed any of
them to take any action or omit to take any action that would constitute a
breach of any of the provisions of this Agreement; and

      (f) neither the Company nor any of its Subsidiaries has engaged in any
transaction that, if done after execution of this Agreement, would violate
Section 5.2.

      3.9 Tangible Property. All material Tangible Property of each of the
Acquired Companies, wherever located, is, in the aggregate: (a) suitable, in all
material respects, for the uses for which it is employed and (b) in satisfactory
operating condition (except for ordinary wear and tear), other than surplus,
obsolete and unwanted assets in the ordinary course of business which has
previously been written off as of the Latest Balance Sheet.

      3.10 Real Property.

      (a) Except as set forth in Section 3.10(a) to the Company Disclosure
Letter, neither the Company nor any of its Subsidiaries owns any Real Property.

      (b) Section 3.10(b) to the Company Disclosure Letter sets forth, as of the
date of this Agreement, a true and complete schedule listing all Real Property
Leases. The Company has made available to Buyer correct and complete copies of
the Real Property Leases. Each of the Real Property Leases is in full force and
effect, and, to the Company's knowledge, is enforceable against the landlord in
accordance with its terms. Except as set forth in Section 3.10(c) to the Company
Disclosure Letter, none of the Real Property Leases has been assigned by the
Company or any of its Subsidiaries. No notices of default or notices of
termination have been received by the Acquired Companies with respect to the
Real Property Leases which have not been withdrawn or canceled. None of the
Company nor any of its Subsidiaries is, and to the Company's knowledge, no other
party is, in material default under any Real Property Lease.

      (c) Section 3.10(c) to the Company Disclosure Letter sets forth, as of the
date of this Agreement, a true and complete schedule listing all of the Acquired
Companies' arrangements to

EXECUTION VERSION

                                       20


sublease any of its Real Property (the "SUBLEASES"), including the parties to
such sublease arrangement, whether such sublessee is a Related Party, and the
scheduled payments. No notices of default or notices of termination have been
received by the Acquired Companies with respect to the Subleases which have not
been withdrawn or canceled. None of the Company nor any of its Subsidiaries is,
and to the Company's knowledge, no other party is, in material default under any
Sublease.

      3.11 Environmental Matters. The Acquired Companies are in compliance in
all material respects with all Environmental Laws. There is no condition on any
Real Property that violates in any material respects any Environmental Laws or
requires remediation or other material action under Environmental Laws. The
Acquired Companies are not subject to any Judgment that relates to any
Environmental Law. None of the Acquired Companies have received any notice or
other communication (in writing or otherwise) from any Person that alleges that
the Company or any of its Subsidiaries is not in compliance with any
Environmental Law. The Company has delivered to, or made available for review
by, Parent true and complete copies of all environmental reports, studies,
investigations or correspondence (which are in the possession or control of the
Company) regarding any environmental related liabilities of the Acquired
Companies or any environmental conditions at any property owned or operated by
the Acquired Companies or any corporate predecessor in interest for which the
Company or any of its Subsidiaries would be liable.

      3.12 Intellectual Property.

      (a) Except for the Licensed Intellectual Property that is described in
Section 3.12(a) to the Company Disclosure Letter and Commercially Available
Software, to the Company's knowledge, all of the Intellectual Property that is
material to the conduct of the Acquired Companies' business and operations as
currently conducted and operated is Owned Intellectual Property. Other than the
Owned Intellectual Property, Commercially Available Software and the Licensed
Intellectual Property, to the Company's knowledge, there is no other material
Intellectual Property used or necessary for use for the conduct of the business
and operations of the Acquired Companies.

      (b) The Intellectual Property that is owned by the Acquired Companies is
referred to herein as the "OWNED INTELLECTUAL PROPERTY." Section 3.12(b) to the
Company Disclosure Letter sets forth a complete list of all patents and patent
applications, registered trademarks and applications to register trademarks,
Internet domain name registrations and registered copyrights of the Acquired
Companies and the Company Software products currently marketed by the Acquired
Companies. The Acquired Companies have taken reasonable measures to protect for
its own sole use and benefit the confidential and proprietary nature of the
Trade Secrets and confidential information material to the business of the
Acquired Companies. None of the Acquired Companies nor, to the Company's
knowledge, any other party, is in material breach of or default under any
Contract or is not in compliance in all material respects with applicable Law
relating to the Owned Intellectual Property. The Acquired Companies have good
and marketable title in and to all of the Owned Intellectual Property material
to the conduct of the Acquired Companies' business and operations as currently
conducted and operated, including the items listed in Section 3.12(b) to the
Company Disclosure Letter, free and clear of any Encumbrances other than
Permitted Encumbrances. The Owned Intellectual Property was not developed as
part

EXECUTION VERSION

                                       21


of the performance of any obligation for any third Person which would require
the taking of any action, whether or not actually taken, in order for all rights
to the Owned Intellectual Property to become vested in, or retained by, the
Acquired Companies.

      (c) All Copyrights comprising the Owned Intellectual Property material to
the conduct of the Acquired Companies' business and operations as currently
conducted and operated, including the applicable items listed in Section 3.12(c)
to the Company Disclosure Letter, consist exclusively of (i) "works made for
hire" as that term is used in Title 17 of the United States Code or (ii) works
developed by independent contractors or consultants engaged by the Acquired
Companies which, except as would not otherwise have a Material Adverse Effect,
have assigned to the Acquired Companies their entire right, title and interest
in and to the work or works produced, pursuant to a valid and enforceable
written Contracts. The Owned Intellectual Property does not include any
Intellectual Property in which any Person other than the Acquired Companies has
or may acquire any right of ownership, control or compensation.

      (d) None of the Acquired Companies has granted to any Person or obligated
itself to grant to any Person any license, option, or other right in or with
respect to any of the Owned Intellectual Property, whether or not requiring
payment to the Acquired Companies, other than licenses to use Owned Intellectual
Property granted to clients under client Contracts entered into in the ordinary
course of business, the Contracts or forms of which (containing all material
terms) were made available to Parent. No Person has in writing or, to the
Company's knowledge, orally, either asserted any rights in or offered to grant
the Acquired Companies a license or any other right of use with respect to the
Owned Intellectual Property. None of the Acquired Companies have any obligation
to compensate any Person for any development, license, use, sale, distribution
or modification of any of the Owned Intellectual Property.

      (e) Section 3.12(e) to the Company Disclosure Letter sets forth a complete
list of all written Contracts ("INTELLECTUAL PROPERTY LICENSES") that provide
for the license of Intellectual Property to the Acquired Companies ("LICENSED
INTELLECTUAL PROPERTY") other than Commercially Available Software, which is not
required to be listed. None of the Acquired Companies, or, to the Company's
knowledge, any other party, is in material breach of or default under any
Intellectual Property Licenses or not in compliance in all material respects
with applicable Law relating to any material Licensed Intellectual Property. To
the Company's knowledge, each Intellectual Property License is valid and in full
force and effect in all material respects. The Acquired Companies have obtained
from all third party developers and/or owners of any material software programs
utilized in connection with the operation of the Acquired Companies' business
any licenses that may be necessary for the Acquired Companies to permit any
customer, client or other business relationship thereof to utilize such material
software programs in connection with the services provided by the Acquired
Companies, at an Acquired Company site on an Acquired Company computer and at a
non-Acquired Company site or on a non-Acquired Company computer to the extent
such software programs actually are being used by such persons at such
locations.

      (f) Except for indemnification obligations of the Acquired Companies to
their customers and vendors in the ordinary course of business under written
Contracts, forms of which (containing all of the material terms) have made
available to Parent, none of the Acquired Companies has agreed to indemnify any
Person against any charge of infringement or other

EXECUTION VERSION

                                       22


violation with respect to any Intellectual Property. None of the Acquired
Companies has infringed, misappropriated or otherwise violated the Intellectual
Property rights of a third Person. None of the Acquired Companies has received
any written assertion, complaint, demand or any notice whatsoever alleging any
such infringement, misappropriation or other violation.

      (g) There is no Proceeding pending, or to the Company's knowledge,
threatened, with respect to, and no outstanding Judgment concerning (i) the
Owned Intellectual Property or (ii) right of the Acquired Companies to develop,
license, use, sell, distribute or modify the Company Software.

      3.13 Contracts.

      (a) Set forth in Section 3.13(a) to the Company Disclosure Letter or filed
as exhibits to the Company SEC Documents (filed since January 1, 2004), is a
true and complete schedule listing of all of the following types of Contracts to
which any of the Acquired Companies is a party or by which any of the Acquired
Companies is bound as of the date of this Agreement (collectively, the
"SPECIFIED CONTRACTS"), grouped into the following categories:

            (i) Contracts with customers or clients pursuant to which the
      customer or client pays the Company an annual amount exceeding $250,000;

            (ii) Contracts for the purchase, license, lease and/or maintenance
      of any Software other than Commercially Available Software;

            (iii) Contracts for the lease or sublease of Real Property owned or
      used by any of the Acquired Companies;

            (iv) loan agreements, mortgages, notes, and guarantees;

            (v) Contracts that obligate the Company to make payments as a result
      of the transactions contemplated herein that are contingent on a "change
      in ownership or control," within the meaning of Section 280G of the Code;

            (vi) any Contract and any amendment thereto required to be filed ,
      or filed, as an exhibit to any report of the Company (whether annual,
      quarterly or interim) filed pursuant to the Exchange Act of the type
      described in Item 601(b)(10) of Regulation S-K of the Securities Act
      entered into by the Company or any of its Subsidiaries since and including
      January 1, 2003;

            (vii) joint venture, partnership and similar agreement;

            (viii) Contracts that are not cancelable within 60 days without
      payment of a material (with respect to such contract) amount of money
      that, after the Effective Time, would have the effect of limiting the
      freedom of the Company or any of its Subsidiaries to compete in any line
      of business in any geographic area or to hire any individual or group of
      individuals, other than covenants relating to the non-solicitation or
      non-hiring of client personnel contained in client Contracts entered into
      in the ordinary course of business;

EXECUTION VERSION

                                       23


            (ix) Contracts providing for "earn-outs," "savings guarantees,"
      "performance guarantees," or other contingent payments by the Company or
      any of its Subsidiaries involving more than $250,000 over the term of such
      Contract;

            (x) Contracts with or for the benefit of any of any Related Party of
      any Acquired Company other than those disclosed in the "Management
      Compensation" or "Certain Relationships and Related Transactions" sections
      of the Company's definitive proxy statement filed with the SEC on April
      28, 2004;

            (xi) Contracts that provide for the indemnification of any officer
      or director of any Acquired Company;

            (xii) Contracts relating to the acquisition, transfer, development,
      sharing or licensing of any Intellectual Property by any Acquired Company;
      and

            (xiii) other Contracts that requires payments in excess of $100,000
      per year.

      (b) The Company has provided Parent true, correct and complete copies of
all Specified Contracts. With respect to each of the Contracts to which any of
the Acquired Companies is a party or is bound, none of the Acquired Companies is
in default thereunder, nor would be in default thereunder with the passage of
time, the giving of notice, or both, and, to the Company's knowledge, none of
the other parties to any Contract is in default thereunder or would be in
default thereunder with the passage of time, the giving of notice or both,
except in each case for those defaults which, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect. Each
Contract to which any of the Acquired Companies is a party or is bound, is in
full force and effect in accordance with its terms, except where the failure of
any or all of such Contracts to be in full force and effect, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse
Effect. No party to any Specified Contract to which any of the Acquired
Companies is a party or is bound has made or threatened any claims or demands in
writing against any Acquired Company for cancellation, termination or
modification of the subcontracts or for other remedies or relief. Neither the
Company nor any of its Subsidiaries have assigned or otherwise conveyed or
transferred, or agreed to assign, convey or transfer to any Person, any right,
title or interest in or to any of the Specified Contracts, or any account
receivable relating thereto, whether as a security interest or otherwise.

      3.14 Employees; Labor Matters.

      (a) None of the Acquired Companies is a party to or bound by any union or
collective bargaining Contract, nor is any such Contract currently being
negotiated by or on behalf of any of the Acquired Companies. Other than possible
isolated individual controversies which have not had, and could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect, there are no controversies pending or, to the Company's knowledge,
threatened between the Company or its Subsidiaries and any of their respective
employees. None of the Acquired Companies is engaged in any unfair labor
practice of any nature. Since January 1, 2001, there has not been any slowdown,
work stoppage, labor dispute or union organizing activity, or any similar
activity or dispute, affecting any of the Acquired Companies

EXECUTION VERSION

                                       24


or any of their employees. There is not now pending, and to the Company's
knowledge, no Person has threatened to commence, any such slowdown, work
stoppage, labor dispute or union organizing activity or any similar activity or
dispute.

      (b) Section 3.14(b) to the Company Disclosure Letter sets forth all of the
Acquired Companies' employees who are not "at will" employees. Section 3.14(b)
sets forth a true, correct and complete list of all employment contracts,
severance agreements or similar agreements between any of the Acquired Companies
and any current or former employee (to the extent still in force with respect to
former employees) (i) whose base salary is more than $125,000 per year; (ii)
whose agreement requires more than two weeks notice by the employer to be
terminated or (iii) whose agreement provides that the employee is entitled to
receive severance, termination or other similar payments in excess of two weeks
of base salary upon termination by the employer. True, correct and complete
copies of such employment contracts, severance agreements or similar agreements
have been made available to Parent. The Acquired Companies are in compliance in
all material respects with all applicable Laws and Contracts relating to
employment, employment practices, wages, bonuses and terms and conditions of
employment, including employee compensation matters. To the Company's knowledge,
none of its Subsidiaries' employees intends to terminate his or her employment
with the Company or such Subsidiary. All Proceedings involving any employee (or
past employee) of the Acquired Companies that are pending or, to the Company's
knowledge, threatened against the Acquired Companies, are set forth in Section
3.14(b) to the Company Disclosure Letter. Section 3.14(b) to the Company
Disclosure Letter sets forth a true, correct and complete list of employees of
the Acquired Companies who are not "exempt" employees within the meaning of
applicable wage and hour laws. As of the date of this Agreement, to the
Company's knowledge, no executive officer or Key Employee of any of the Acquired
Companies is in violation in any material respect of any term of any employment
or services Contract, patent disclosure agreement, noncompetition agreement, or
any restrictive covenant to a former employer which would reasonably be expected
to impede the right of any such executive officer or Key Employee to be employed
or engaged by any of the Acquired Companies because of the nature of the
business conducted or presently proposed to be conducted by the Acquired
Companies or to the use of trade secrets or proprietary information of others.

      (c) The Company has not incurred any material liability or Obligation
under the Workers Adjustment and Retraining Notification Act, or any similar
laws, which remains unpaid or unsatisfied.

      3.15 Employee Benefit Matters.

      (a) Section 3.15(a) to the Company Disclosure Letter contains a list of
all "employee pension benefit plans" (as defined in Section 3(2) of ERISA,
hereinafter a "PENSION PLAN"), "employee welfare benefit plans" (as defined in
Section 3(1) of ERISA, hereinafter a "WELFARE PLAN"), incentive, deferred
compensation plans, severance pay, stock option, stock purchase, performance
share, stock appreciation or other equity-based compensation, loan or loan
guarantee, performance pay, plant closing, change in control or other employee
benefit plans or programs, trusts, arrangements, contracts, agreements, policies
or commitments, and all other material employee benefit plans or arrangements
maintained, contributed to or required to be maintained or contributed to by the
Company or any ERISA Affiliate or with respect to which

EXECUTION VERSION

                                       25


the Company or any ERISA Affiliate has any obligation to make payments or
contributions or may otherwise have any material liability (all the foregoing
being herein called "BENEFIT PLANS").

      (b) The Company has made available to Parent true, complete and correct
copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans,
descriptions thereof); (ii) the most recent annual report on Form 5500 filed
with the Department of Labor with respect to each Benefit Plan (if any such
report was required by applicable Law); (iii) the most recent summary plan
description for each Benefit Plan for which such a summary plan description is
required by applicable Law; (iv) each trust agreement and insurance or annuity
contract relating to any Benefit Plan and any other funding agreements that
implement any such Benefit Plan; (v) where applicable, the most recent
determination letter received from the Internal Revenue Service and (vi) each
agreement between the Company or a Benefit Plan and any third party providing
for administrative or other services related to a Benefit Plan.

      (c) Each Benefit Plan has been operated and administered in all material
respects in accordance with its terms and with the applicable provisions of
ERISA, the Code and any other applicable Law (including regulations and rulings
thereunder) including Parts 6 and 7 of Title I of ERISA and Section 4980B of the
Code (as applicable). All benefits due under each Benefit Plan have been timely
paid and the Company has not received notice of any investigations by any
Governmental Body, termination proceedings or other claims (except claims for
benefits payable in the normal operation of the Benefit Plans), suits or
proceedings against or involving any Benefit Plan or asserting any rights or
claims to benefits under any Benefit Plan that could give rise to any material
liability and there are not any facts that could give rise to any material
liability in the event of any such investigation, claim, suit or proceeding.

      (d) All contributions to, and payments from, the Benefit Plans, except
those payments to be made from a trust qualified under Section 501(a) of the
Code, for any period ending before the Closing Date that are not yet, but will
be required to be made, will be properly accrued and reflected in the Company's
financial statements.

      (e) Each Pension Plan that is intended to be qualified under Section
401(a) of the Code is so qualified, in both form and operation, and has received
a favorable opinion or determination letter from the Internal Revenue Service
which takes into account amendments required by various legislation commonly
referred to as "GUST," to the effect that the plan document is qualified under
Section 401(a) of the Code. To the Company's knowledge, no facts or other
circumstances exist that would prevent the Company's reliance on any such
letter.

      (f) There have been no non-exempt "prohibited transactions" (as defined in
Section 4975 of the Code or Section 406 of ERISA) with respect to any Benefit
Plan, except as could not reasonably be expected to have a Material Adverse
Effect. The Company does not have any liability for breach of fiduciary duty
under ERISA or any other applicable Law.

      (g) Neither the Company nor any of its ERISA Affiliates has contributed or
been obligated to contribute to a Pension Plan that is a "defined benefit
pension plan" (as defined in Section 3(35) of ERISA) within the past five years.
No Benefit Plan is subject to the funding requirements of Section 412 of the
Code and no asset of the Company is subject to any lien

EXECUTION VERSION

                                       26


under Section 412 of the Code. No Plan is funded by, and the Company does not
maintain, any trust intended to be exempt from taxation under Section 501(c)(9)
of the Code.

      (h) Neither the Company nor any ERISA Affiliate has contributed to or been
obligated to contribute to a "multiemployer plan" (as defined in Section
4001(a)(3) of ERISA) during the past five years.

      (i) Except as set forth in Section 3.15(i) of the Company Disclosure
Letter, as a result of the transactions contemplated by this Agreement, no
employee of the Company will be entitled to any additional benefits or any
acceleration of the time of payment or vesting of any benefits under any Benefit
Plan or other Contract (including, but not limited to, any agreements that
provide parachute payments under Section 280G or that could result in an excise
tax under Section 4999 of the Code).

      (j) The Company does not maintain, contribute to or have an obligation to
contribute to or have any liability or potential liability with respect to any
Benefit Plan providing retirement benefits or deferred compensation under any
nonqualified plan, salary continuation or severance pay, or any health or life
insurance or other welfare-type benefits for current or future retired or
terminated directors, officers, or employees (or any dependents thereof) other
than in accordance with Part 6 of Subtitle B of Title I of ERISA and Section
4980B of the Code and any similar state law ("COBRA"). The Company is not
subject to any liability under FAS 106 or FAS 112.

      (k) No agreement, commitment or obligation exists to increase any benefits
under any Benefit Plan or to adopt any new Benefit Plan. Except as listed in
Section 3.15(k) of the Company Disclosure Letter, each Benefit Plan may be
amended or terminated at any time without approval from any Person, without
advance notice, and without any liability other than for benefits accrued prior
to such amendment or termination.

      3.16 Taxes.

      (a) Each of the Acquired Companies has duly filed all Tax Returns required
to be filed by it, all of which were true and correct in all material respects.
Each of the Acquired Companies has withheld in all material respects from
payments to its employees, agents, representatives, contractors and suppliers
all amounts required by Law to be withheld for Taxes. Each of the Acquired
Companies has paid all material Taxes required to be paid by it, except for any
unpaid Taxes for which the Company has made an appropriate reserve on the Latest
Balance Sheet. There are no agreements or waivers currently in effect that
provide for an extension of time for the assessment of any Tax against any of
the Acquired Companies.

      (b) Neither the Company nor any of its Subsidiaries has made an election
under Section 341(f) of the Code.

      (c) Neither the Company nor any of its Subsidiaries (i) is a party to, is
bound by or has any Obligation under any Tax sharing agreement or similar
agreement or arrangement other than one that is solely between the Company and
one or more of its Subsidiaries or (ii) has any liability for Taxes of any party
(other than the Company or any of its Subsidiaries) under

EXECUTION VERSION

                                       27


Treasury Regulation Section 1.1502-6 or any similar provision of state, local or
foreign Law, as a transferee or successor, by Contract or otherwise.

      (d) Except for the affiliated group of which the Company is presently a
member, the Company has never been a member of an affiliated group of
corporations, within the meaning of Section 1504 of the Code, other than as a
common parent corporation, and none of Company's Subsidiaries has ever been a
member of an affiliated group of corporations, within the meaning of Section
1504 of the Code, except where the Company was the common parent of such
affiliated group.

      (e) There are no material Tax Encumbrances upon any Asset or property of
the Company or any of its Subsidiaries except liens for Taxes not yet due and
payable.

      (f) No disclosure statement pursuant to Section 6662 of the Code or any
comparable disclosure with respect to foreign, state and/or local Tax statutes
has been filed with respect to any Tax Return of any Acquired Company required
to be filed on or before the Final Tax Date nor is any such disclosure required
with respect to any transactions occurring on or before the Final Tax Date.

      (g) No audits or other administrative Proceedings or court Proceedings are
presently pending or, to the Company's knowledge, threatened with regard to any
Taxes or Tax Return of the Company, any of its Subsidiaries or any affiliated,
consolidated, combined or unitary group of which the Company or any Subsidiary
of the Company is a member and, to the Company's knowledge, no material issues
have been raised by any Tax authority in connection with any Tax or Tax Return.

      (h) No closing agreements or settlement agreements pursuant to any
provision of any applicable Laws regarding Taxes have been entered into with any
taxing authority by or with respect to the Acquired Companies which requires any
Acquired Company to include any item of income in, or exclude any item of
deduction from, any Tax Return for any taxable period ending after the Final Tax
Date.

      (i) None of the Acquired Companies will be required to include any item of
income in, or exclude any item of deduction from, taxable income for any taxable
period (or portion thereof) ending after the Closing Date as a result of any:

            (i) intercompany transactions or any excess loss account described
      in Treasury Regulations under Code Section 1502 (or any corresponding or
      similar provision of state, local or foreign income Tax Law);

            (ii) change in method of accounting for a taxable period ending on
      or prior to the Closing Date; or

            (iii) installment sale or open transaction disposition made on or
      prior to the Closing Date.

      (j) None of the Acquired Companies has agreed to make any adjustment
pursuant to Section 481 of the Code or pursuant to any other provision of
applicable Law which could

EXECUTION VERSION

                                       28


materially increase Taxes or taxable income, or materially reduce any Tax
credits, net operating losses or capital losses of the Acquired Companies in any
taxable period ending after the Final Tax Date. None of the Acquired Companies
has any application pending with any taxing authority requesting permission for
any changes in any accounting method. No taxing authority has proposed, in
writing received by the Company, any such adjustment or change in accounting
method.

      (k) Neither the Company nor any of its Subsidiaries has had a change in
control of stock ownership within the meaning of Code Section 382 prior to the
Offer or Merger contemplated by this Agreement, with regard to its net operating
loss carryforwards.

      (l) Neither the Company nor any of its Subsidiaries has distributed stock
of another Person, or has had its stock distributed by another Person, in a
transaction that was purported or intended to be governed in whole or part by
Code Section 355 or Code Section 361.

      (m) Neither the Company nor any of its Subsidiaries are nor have been
subject to Tax or conducted business in any country other than the United
States, the United Kingdom and the United States Virgin Islands, except some
activities are conducted in Canada in connection with United States business,
but such Canadian activities are of such a nature as to not require any
compliance in any material respects with the Tax Laws of Canada.

      (n) None of the Acquired Companies has been a United States real property
holding corporation within the meaning of Code Section 897(c)(2).

      (o) None of the Company's foreign Subsidiaries has been a member of any
group that has filed a combined, consolidated or unitary Tax Return, other than
such Tax Returns for which the period of assessment has expired (taking into
account any extension or waiver thereof).

      (p) None of the Company's foreign Subsidiaries is (i) engaged in a United
States trade or business for United States federal income tax purposes; (ii) a
"passive foreign investment company" (within the meaning of Section 1297 of the
Code) or a shareholder, directly or indirectly, in a passive foreign investment
company or (iii) a "foreign investment company" (within the meaning of Section
1246(b) of the Code).

      3.17 Proceedings and Judgments. There is no pending Proceeding, and, to
the Company's knowledge, no Person has threatened to commence any Proceeding
that involves any of the Acquired Companies or any of the Assets owned or used
by any of the Acquired Companies, except, individually or in the aggregate, as
have not had and would not reasonably be expected to have a Material Adverse
Effect. Neither the Company nor any of its Subsidiaries is subject to any
outstanding and unsatisfied Judgment which, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.

      3.18 Related Party and Affiliate Transactions. Since the date of Company's
last proxy statement filed with the SEC, no event has occurred that would be
required to be reported by Company pursuant to Item 404 of Regulation S-K
promulgated by the SEC.

      3.19 Effect of Agreement; Inapplicability of Anti-takeover Statutes. The
Company has all requisite corporate power and authority to enter into and
subject to the approval of the

EXECUTION VERSION

                                       29


Merger, if necessary, by the Company Stockholders, to perform its obligations
under this Agreement and the transactions contemplated hereby. This Agreement
has been duly executed and delivered by the Company and, assuming due and valid
authorization, execution and delivery thereof by Parent and Acquisition Sub,
this Agreement is a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms. Neither the Company nor any of
its Subsidiaries is subject to any "moratorium", "control share acquisition",
"business combination", "fair price" or other antitakeover laws and regulations
of any jurisdiction (collectively the "TAKEOVER LAWS") that would affect this
Agreement or the transactions contemplated hereby.

      3.20 Board Recommendation; Vote Required.

      (a) The Company Board, at a meeting duly called and held prior to the date
hereof, at which all directors were present, has unanimously (i) determined that
this Agreement and the transactions contemplated hereby, including the Offer and
the Merger, are fair to and in the best interests of the Company and the Company
Stockholders, (ii) approved and adopted this Agreement and the transactions
contemplated hereby, including the Offer and the Merger, in accordance with the
requirements of the DGCL, (iii) declared that this Agreement is advisable, (iv)
resolved to recommend that the Company Stockholders accept the Offer and tender
their shares of Company Common Stock pursuant to the Offer and, to the extent
necessary under applicable Law to accomplish the Merger, adopt this Agreement,
(v) resolved to elect, to the extent permitted by Applicable Law, not to be
subject to any Takeover Laws and regulations of any jurisdiction that may
purport to be applicable to this Agreement or the Tender and Voting Agreement
and (vi) irrevocably taken all necessary steps to render Section 203 of the DGCL
and any other applicable state takeover Laws inapplicable to the Merger, Parent,
Acquisition Sub, the acquisition of shares of Company Common Stock pursuant to
the Offer and the transactions contemplated by the Tender and Voting Agreement
(collectively, the "COMPANY BOARD RECOMMENDATION").

      (b) The affirmative vote of the holders of a majority of the shares of
Company Common Stock outstanding on the record date for the Company
Stockholders' Meeting (the "REQUIRED COMPANY STOCKHOLDER VOTE") approving the
Merger is the only vote of the holders of any class or series of the Company's
capital stock necessary to adopt this Agreement, approve the Merger or
consummate any of the other transactions contemplated by this Agreement.
However, in the event that Parent or Acquisition Sub shall acquire and maintain
at least 90% of the outstanding Company Common Stock pursuant to the Offer, the
Top-Up Option or otherwise, no vote of any holders of any class or series of the
Company capital stock is necessary to adopt this Agreement or approve the Merger
or transactions contemplated by this Agreement, other than, subject to the
satisfaction of or, to the extent permitted under this Agreement, waiver of all
conditions to the Merger, in accordance with Section 253 of the DGCL.

      3.21 Non-Contravention; Consents. Subject in the case of the Merger to the
adoption of this Agreement by the holders of the Company Common Stock (if
necessary), neither (a) the execution, delivery or performance of this Agreement
nor (b) the consummation by the Company of the Offer, the Merger or any of the
other transactions contemplated by this Agreement, will directly or indirectly
(with or without notice or lapse of time):

EXECUTION VERSION

                                       30


            (i) contravene, conflict with or result in a violation of (A) any of
      the provisions of the articles or certificate of incorporation or
      formation, bylaws or other charter or organizational documents of any of
      the Company or its Subsidiaries or (B) any resolution adopted by the
      stockholders, the board of directors or any committee of the board of
      directors of any of the Company or its Subsidiaries;

            (ii) assuming the Necessary Consents are obtained, contravene,
      conflict with or result in a violation of, or give any Governmental Body
      or other Person the right to challenge the Offer, the Merger or any of the
      other transactions contemplated by this Agreement or to exercise any
      remedy or obtain any relief under, any Law or any order, writ, injunction,
      judgment or decree to which any of the Company or its Subsidiaries, or any
      of the assets owned or used by any of the Company or its Subsidiaries;

            (iii) contravene, conflict with or result in a violation of any of
      the material terms or requirements of, or as would give any Governmental
      Body the right to revoke, withdraw, suspend, cancel, terminate or modify,
      any material Governmental Authorization that is held by any of the
      Acquired Companies or that otherwise relates to the business of any of the
      Acquired Companies or to any of the assets owned or used by any of the
      Acquired Companies, in each case except where any of the foregoing would
      not have a Material Adverse Effect;

            (iv) contravene, conflict with or result in a violation or breach
      of, or result in a default under, any provision of any Specified Contract
      to which any of the Company or its Subsidiaries is a party or is bound, or
      give any Person the right to (A) declare a default (or give rise to any
      right of termination, amendment, cancellation or acceleration) or exercise
      any remedy under any such Specified Contract; (B) accelerate the maturity
      or performance of any such Specified Contract or (C) cancel, terminate or
      modify any term of such Specified Contract, in each case in this clause,
      other than any such matter or matters that individually or in the
      aggregate would not reasonably be expected to have a Material Adverse
      Effect;

            (v) result in the imposition or creation of any Encumbrance upon or
      with respect to any Asset owned or used by any of the Company or its
      Subsidiaries; or

            (vi) except for (A) the filing of notification under the HSR Act or
      any other applicable antitrust Laws, and the termination of the waiting
      period under the HSR Act or any other applicable antitrust Laws; (B) the
      filing with the SEC of the Proxy Statement, if necessary, the Offer
      Documents, and the Schedule 14D-9; (C) the filing of the Certificate of
      Merger under the DGCL or (D) any consents authorizations, approvals,
      filings, or exceptions in connection with compliance with the rules of the
      NYSE or the NASD (the "NECESSARY CONSENTS"), none of the Company or its
      Subsidiaries was, is or will be required to make any filing with or give
      any notice to, or to obtain any Consent from, any Governmental Body in
      connection with (I) the execution, delivery or performance of this
      Agreement by the Company or (II) the consummation by the Company of the
      Offer, the Merger or any of the other transactions contemplated by this
      Agreement.

EXECUTION VERSION

                                       31


      3.22 Fairness Opinion. The Company Board has received the written opinion
of William Blair, dated December 16, 2004, to the effect that as of such date
and subject to the assumptions, qualifications and limitations of such opinion,
that the Per Share Amount is fair to the stockholders of the Company from a
financial point of view (the "FAIRNESS OPINION"), and such opinion has not been
withdrawn or revoked or otherwise modified in any material respect. The Company
has furnished a true, correct and complete copy of the Fairness Opinion to
Parent. The Company has obtained all necessary consents to permit the inclusion
of the Fairness Opinion in the Offer Documents, the Schedule 14D-9 and the Proxy
Statement.

      3.23 Financial Advisory and Other Fees. Except for William Blair, no
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the Offer, the Merger or any of the
other transactions contemplated by this Agreement based upon arrangements made
by or on behalf of any of the Acquired Companies. The Company has furnished to
Parent true, correct and complete copies of all agreements under which all fees,
commissions and other amounts have been paid or may become payable and all
indemnification and other agreements related to the engagement of William Blair.

      3.24 Disclosure. Subject to Parent's and Acquisition Sub's fulfillment of
their respective obligations with respect thereto, the Schedule 14D-9 and the
Proxy Statement will contain (and will be amended in a timely manner so as to
contain) all information which is required to be included therein in accordance
with the Exchange Act and the rules and regulations thereunder and any other
applicable Law and will conform in all material respects with the requirements
of the Exchange Act and any other applicable Law, and neither the Schedule 14D-9
nor the Proxy Statement will, at the respective times they are filed with the
SEC or published, sent or given to Company Stockholders, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading; provided, however,
that no representation or warranty is hereby made by the Company with respect to
any information supplied by Parent or Acquisition Sub in writing for inclusion
in, or with respect to Parent or Acquisition Sub information derived from
Parent's public SEC filings which is included or incorporated by reference in,
the Schedule 14D-9 or the Proxy Statement. None of the information supplied or
to be supplied in writing by Company for inclusion or incorporation by reference
in, or which may be deemed to be incorporated by reference in, any of the Offer
Documents will, at the respective times the Offer Documents are filed with the
SEC or published, sent or given to Company Stockholders, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading. If at any time prior to
the Effective Time the Company becomes aware of any event with respect to the
Company, or with respect to any information supplied by the Company for
inclusion in any of the Offer Documents, shall occur which is required to be
described in an amendment of, or a supplement to, any of the Offer Documents,
the Company shall so describe the event to Parent.

      3.25 Subcontractors. Section 3.25 to the Company Disclosure Letter sets
forth a list of all currently active subcontractors of the Acquired Companies to
which the Acquired Companies have been paid an amount equal to or exceeding
$100,000 for the 12 months ended October 31, 2004 or expect to be billed such
amount during any 12 month period ending on or before September 30, 2005 (the
"MATERIAL SUBCONTRACTORS"). To the Company's knowledge, all

EXECUTION VERSION

                                       32


Material Subcontractors are performing on time and in accordance with budgets.
None of the Material Subcontractors have made in writing or, to the Company's
knowledge, threatened any claims or demands against the Company or any of its
Subsidiaries for cancellation, termination or modification (other than change
orders in the ordinary course of business consistent with past practices) of the
subcontracts or for other remedies or relief. None of the Material
Subcontractors have refused to perform and all, to the Company's knowledge, are
either at or under projected budgets.

      3.26 Business Relationships. Section 3.26 to the Company Disclosure Letter
sets forth a list of the 10 largest suppliers (the "MATERIAL SUPPLIERS") of the
Company (by amount paid) for the 12 months ended October 31, 2004. Section 3.26
to the Company Disclosure Letter sets forth each client or customer of the
Acquired Companies to which the Acquired Companies have recognized revenue for
services for the 12 months ended September 30, 2004 an amount equal to or
exceeding $250,000 or expects to recognize revenue in such amount during the 12
month period ending on September 30, 2005 (the "MATERIAL CLIENTS"). Since
December 31, 2003, to the Company's knowledge, no Material Client has indicated
that it will stop or materially decrease purchasing services, materials or
products from any such Acquired Company, and no Material Supplier has indicated
that it will stop or materially decrease the supply of materials, products or
services to such Acquired Company other than at the stated expiration of their
respective engagement agreement, or, in each case, is otherwise involved in, or
is threatening, a material dispute with any of the Acquired Companies. Section
3.26 to the Company Disclosure Letter describes each termination or nonrenewal
that has occurred since September 30, 2003 with respect to any Contract with any
Material Supplier or Material Client. There are no prepayments, advance
payments, advances or deposits under any of the above-referenced supplier or
customer Contracts. Since January 1, 2003, the Acquired Companies have collected
accounts receivable only in accordance with its regular collection practices and
has not granted any rebates, discounts, advances or allowances to any customers
outside the ordinary course of business consistent with past practices and has
not otherwise sold, discounted or disposed of any accounts receivable.

      3.27 Proposals and Pipeline. Section 3.27 to the Company Disclosure Letter
sets forth a list of all written proposals, bids, responses to requests for
proposals and other offers to enter into new Contracts or modifications of
existing Contracts and customer change orders that the Acquired Companies have
submitted in the 12 months ended September 30, 2004 (collectively, the
"PROPOSALS") other than proposals involving amounts less than $250,000. All
Proposals have been submitted or received in the ordinary course of business,
and to the Company's knowledge, none of the Proposals are priced at a loss to
any Acquired Company.

      3.28 Insurance. The Company has made available to Parent a true and
complete list of all insurance policies, and formal self-insurance programs,
other forms of insurance and all fidelity bonds held by or applicable to the
Company and/or its assets and operations. To the Company's knowledge, the
Company maintains insurance in coverages and amounts that are customary in the
industry and adequate for the Company's business. The Company is not in material
default with respect to any provision in any current insurance policy maintained
by the Company and all such policies are in full force and effect. The Company
has not received any notice of cancellation or non-renewal of any such insurance
policy. The Company has not failed

EXECUTION VERSION

                                       33


to give any material notice or present any claim for more than $10,000 under any
of the policies in due and timely fashion.

Section 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB

      Parent and Acquisition Sub represent and warrant to the Company as
follows, except as set forth on the Parent Disclosure Schedule attached hereto:

      4.1 Due Organization. Parent is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
Acquisition Sub is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.

      4.2 Authority; Binding Nature of Agreement. Parent and Acquisition Sub
have the corporate right, power and authority to perform their obligations under
this Agreement; and the execution, delivery and performance by Parent and
Acquisition Sub of this Agreement have been duly authorized by all necessary
action on the part of Parent and Acquisition Sub and their respective boards of
directors. This Agreement constitutes the legal, valid and binding obligation of
Parent and Acquisition Sub, enforceable against them in accordance with its
terms. No vote of the holders of Parent's securities is required to adopt this
Agreement, approve the Merger or permit the consummation of any of the other
transactions contemplated by this Agreement.

      4.3 Non-Contravention; Consents. Neither the execution and delivery of
this Agreement by Parent and Acquisition Sub nor the consummation by Parent and
Acquisition Sub of the Offer or the Merger will (a) conflict with or result in
any breach of any provision of the certificate of incorporation or bylaws of
Parent or Acquisition Sub; (b) result in a default by Parent or Acquisition Sub
under any Contract to which Parent or Acquisition Sub is a party, except for any
default that has not had and will not have a material adverse effect on the
ability of Parent and Acquisition Sub to consummate the Offer or the Merger or
(c) result in a violation by Parent or Acquisition Sub of any order, writ,
injunction, judgment or decree to which Parent or Acquisition Sub is subject,
except for any violation that has not had and will not have a material adverse
effect on the ability of Parent and Acquisition Sub to consummate the Offer or
the Merger. Except as may be required by the Securities Act, the Exchange Act,
state securities or "blue sky" laws, the DGCL, any antitrust Law or regulation
(including the HSR Act) and the rules of the NYSE, Parent is not and will not be
required to make any filing with or give any notice to, or to obtain any Consent
from, any Person in connection with the execution, delivery or performance of
this Agreement or the consummation of the Offer or the Merger.

      4.4 Disclosure. None of the information supplied or to be supplied in
writing by or on behalf of Parent and Acquisition Sub for inclusion in the Offer
Documents will, at the time the Offer Documents are mailed to the stockholders
of the Company or at any time between the time the Offer Documents are mailed to
the stockholders of the Company and the acceptance of shares of Company Common
Stock pursuant to the Offer, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading. None of the information supplied or to be
supplied in writing by or on behalf of

EXECUTION VERSION

                                       34


Parent and Acquisition Sub for inclusion in the Proxy Statement will, at the
time the Proxy Statement is mailed to the stockholders of the Company or at the
time of the Company Stockholders' Meeting, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading.

      4.5 Funds. Acquisition Sub has (or Parent has and will cause Acquisition
Sub to have) sufficient liquid cash funds available to permit Acquisition Sub to
satisfy the obligation to pay for shares of Company Common Stock in the Offer
and to pay the Merger Consideration in the Merger, together with all of Parent's
fees and expenses incurred in connection with the transactions contemplated
hereunder.

      4.6 Litigation. As of the date hereof, there is no suit, claim, action,
proceeding or investigation pending or, to Parent's knowledge, threatened
against Parent or any of its Subsidiaries, at law or in equity, that,
individually or in the aggregate, would adversely affect Parent's performance
under this Agreement or the consummation of the transactions contemplated
hereby. Neither Parent nor any of its Subsidiaries is subject to any outstanding
order, writ, injunction or decree that, individually or in the aggregate, would
adversely affect Parent's performance under this Agreement or the consummation
of the transactions contemplated hereby.

      4.7 Brokers. No broker, finder, financial adviser or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by, or on behalf of, Parent or any of its Subsidiaries.

Section 5. CERTAIN COVENANTS OF THE COMPANY

      5.1 Access and Investigation.

      (a) The Company shall, and shall cause the respective Representatives of
the Acquired Companies to: (i) provide Parent and Parent's Representatives with
reasonable access to the Acquired Companies' Representatives, personnel and
Assets and to all existing books, records, Tax Returns, work papers and other
documents and information relating to the Acquired Companies; (ii) provide
Parent and Parent's Representatives with such copies of the existing books,
records, Tax Returns, work papers and other documents and information relating
to the Acquired Companies, and with such additional financial, operating and
other data and information regarding the Acquired Companies and their financial
condition, as Parent may reasonably request; (iii) provide to Parent all
information concerning the Acquired Companies' business that Parent reasonably
requests and (iv) permit Parent and its Representatives to contact customers,
suppliers and employees of the businesses of the Acquired Companies. With
respect to clause (iv), Parent and the Company shall adopt a protocol reasonably
acceptable to both parties pursuant to which Parent and its Representatives will
operate in contacting the Acquired Companies' customers, suppliers and
employees. Without limiting the generality of the foregoing, the Company shall
furnish promptly to Parent a copy of each report, schedule, registration
statement and other document to be filed by the Company with the SEC, and allow
Parent and its counsel reasonable opportunity to review and comment on such
report, schedule,

EXECUTION VERSION

                                       35


registration statement or other document (including any exhibit or amendment
thereto) prior to the filing thereof with the SEC. No investigation heretofore
conducted or conducted pursuant to this Section 5.1(a) shall affect any
representation or warranty made by the parties hereunder.

      (b) In addition, the Company shall give prompt written notice to Parent,
and Parent shall give prompt written notice to the Company, if it becomes aware
of (i) any representation or warranty made by it contained in this Agreement
becoming untrue or inaccurate in any material respect; (ii) the failure by it to
comply with or satisfy in any material respect any covenant, condition or
agreement to be complied with or satisfied by it under this Agreement; (iii) the
occurrence of an event or circumstance that could be reasonably expected to make
the timely satisfaction of any of the conditions set forth in Annex I or Section
7 impossible or unlikely or that has had or would reasonably be expected to have
a Material Adverse Effect or (iv) the commencement of any litigation or
Proceeding against or affecting this Agreement, the Offer or the Merger or which
if adversely determined could have a Material Adverse Effect; provided, however,
that the delivery of notice pursuant to this Section 5.1(b) shall not affect the
remedies available hereunder to the party receiving such notice or the
representations or warranties of the parties or the conditions to the
obligations of the parties.

      5.2 Operation of the Company's Business.

      (a) The Company shall: (i) cause each of the Acquired Companies to conduct
its businesses and operations (A) in the ordinary course consistent with past
practices and (B) in compliance in all material respects with all applicable Law
and the requirements of all Specified Contracts; (ii) use all commercially
reasonable efforts to ensure that each of the Acquired Companies preserves
intact its current business organization, keeps available the services of its
current officers and employees and maintains its existing material relations and
goodwill with all suppliers, customers, landlords, creditors, licensors,
licensees, employees and other Persons having business relationships with any of
the Acquired Companies; (iii) keep in full force all insurance policies or
comparable replacement or renewal policies; (iv) promptly notify Parent of any
notice or other communication from any Person alleging that the Consent of such
Person is or may be required in connection with any of the transactions
contemplated by this Agreement, including, without limitation, in order to avoid
having any material Contract terminated or amended, altered or modified to
decrease any of the Acquired Company's rights, profits or any other benefits
under such Contracts or increase any of the Acquired Company's liabilities or
obligations under such Contracts, or grant any other Person any additional
rights, profits or any other benefits under such Contracts or decrease any other
Person's liabilities or obligations under such Contracts, as a result of the
consummations of the transactions contemplated by the Agreement; (v) use its
commercially reasonable best efforts to obtain any written Consent that is or
may be required in connection with any of the transactions contemplated by this
Agreement, including, without limitation, in order to avoid having any material
Contract terminated or amended, altered or modified to decrease any of the
Acquired Company's rights, profits or any other benefits under such Contracts or
increase any of the Acquired Company's liabilities or obligations under such
Contracts, or grant any other Person any additional rights, profits or any other
benefits under such Contracts or decrease any other Person's liabilities or
obligations under such Contracts, as a result of the consummations of the
transactions contemplated by the Agreement and (vi) file on a timely basis all
material notices, reports, returns and other filings required to be reported to
or filed with any Governmental Body, as well as applications and other

EXECUTION VERSION

                                       36


documents necessary to maintain, renew or extend any Governmental Authorization
for the continued operation of any of the Acquired Companies' business.

      (b) The Company shall not (without the prior written consent of Parent,
such consent not to be unreasonably withheld, conditioned or delayed), and shall
not permit any of the other Acquired Companies to, except as set forth in
Section 5.2(b) to the Company Disclosure Letter:

            (i) (A) declare, accrue, set aside or pay any dividend on, or make
      any other distribution (whether in cash, securities or other property) in
      respect of, any of its outstanding capital stock (other than, with respect
      to a Subsidiary of the Company, to its corporate parent), (B) split,
      combine or reclassify any of its outstanding capital stock or other equity
      interests or issue or authorize the issuance of any other securities in
      respect of, in lieu of or in substitution for shares of its outstanding
      capital stock or other equity interests, or (C) purchase, redeem or
      otherwise acquire any shares of outstanding capital stock or any rights,
      warrants or options to acquire any such shares (other than the valid
      exercise of Company Options outstanding as of the date of this Agreement);

            (ii) sell, issue, grant, Encumber or authorize or propose the sale,
      issuance, grant, or Encumbrance of (A) any capital stock or other
      security, (B) any option, call, warrant or right to acquire any capital
      stock or other security, or (C) any instrument convertible into or
      exchangeable for any capital stock or other security except that the
      Company may issue shares of Company Common Stock upon the valid exercise
      of (x) Company Options outstanding as of October 25, 2004 or (y) the
      Top-Up Options;

            (iii) except as expressly contemplated elsewhere in this Agreement,
      amend or waive any of its rights under any provision of any of the
      Company's Stock Option Plans, any provision of any agreement evidencing
      any outstanding stock option or any restricted stock purchase agreement,
      or otherwise modify any of the terms of any outstanding option, warrant or
      other security or any related Contract, in each case with respect to the
      securities of the Company or the Acquired Companies;

            (iv) amend or permit the adoption of any amendment to the Company
      Certificate or the Company Bylaws or other charter or organizational
      documents, except to the extent required to comply with its obligations
      under this Agreement, or effect or become a party to any merger,
      consolidation, share exchange, business combination, amalgamation,
      recapitalization, reclassification of shares, stock split, reverse stock
      split, division or subdivision of shares, consolidation of shares or
      similar transaction;

            (v) form any Subsidiary or directly or indirectly acquire any equity
      or other interest in, or make any other investment in or capital
      contribution to, any other Person;

            (vi) incur or commit to any capital expenditures in excess of
      $500,000 individually, or in the aggregate, and in no event incur or
      commit any such expenditures other than in a manner generally consistent
      with the Company's existing capital expenditure plan;

EXECUTION VERSION

                                       37


            (vii) enter into or become bound by, or permit any of the material
      Assets owned or used by it to become bound by, any Contract, or amend or
      terminate, or waive or exercise any material right or remedy under, any
      material Contract, in each case other than in the ordinary course of
      business and consistent with past practices;

            (viii) modify, amend or terminate, or waive, release or assign any
      material rights or claims with respect to any Specified Contract or any
      confidentiality agreement to which any Acquired Company is a party;

            (ix) acquire, lease or license any right or other material asset
      from any other Person or sell or otherwise dispose of, or lease or
      license, any material right or other material Asset, including without
      limitation, any Intellectual Property of the Acquired Companies to any
      other Person, except in each case for Assets acquired, leased, licensed or
      disposed of by the Company in the ordinary course of business and
      consistent with past practices;

            (x) lend or advance money to any Person, make any capital
      contribution to or investments in any Person, or incur or guarantee any
      Obligation, including without limitation, any additional borrowings under
      any existing lines of credit (except that the Company may , in the
      ordinary course of business and consistent with past practices, make line
      of credit borrowings under its existing credit facility and advancement of
      expenses);

            (xi) except as set forth in Section 5.2(b)(xi) to the Company
      Disclosure Letter, and other than with respect to any applicable payroll
      Taxes, pay to any Person any bonuses, commissions, compensation, success
      fees or any other payments as a result of the consummation of the
      transactions contemplated herein or otherwise;

            (xii) except as required to comply with applicable Law and under
      existing agreements disclosed to Parent, or to satisfy the requirements of
      Section 409A of the Code, establish, adopt or amend any Benefit Plan, pay,
      commit to pay or accelerate the payment of any bonus or make, commit to
      make or accelerate any profit-sharing or similar payment to, or increase
      or commit to increase the amount of the wages, salary, commissions, fringe
      benefits, severance, insurance or other compensation or remuneration
      payable to, any of its directors, officers, employees or consultants, or
      enter into any new (or amend any existing) employment, severance or
      termination Contract with any current, prospective or former director,
      officer or employee, except that the Company may (A) make routine,
      reasonable salary increases in connection with the Company's customary
      employee review process, in the ordinary course of business and consistent
      with past practices, (B) make bonus payments, in the ordinary course of
      business consistent with past practices, to employees under the terms of
      existing agreements and plans disclosed to Parent and (C) enter into its
      standard employment/non-compete/confidentiality agreement with any
      employee hired pursuant to Section 5.2(b) (xiii) in the ordinary course of
      business consistent with past practices and which would not have been
      required to be disclosed in the Disclosure Letter pursuant to clause (ii)
      or (iii) of the second sentence of Section 3.14(b);

EXECUTION VERSION

                                       38


            (xiii) hire any new employee with an annual base salary in excess of
      $100,000; other than employees hired solely (A) to replace employees who
      are no longer with the Acquired Companies, (B) to fill vacancies created
      by employee promotions; provided that in each case of (A) and (B) the
      compensation of such new employees is at a level no higher than the lesser
      of (x) the compensation level of the former (or promoted) employee that
      such new employee is replacing and (y) $200,000 per year, or (C) new
      employees to support new business growth, provided that the compensation
      of such new employee does not exceed $200,000;

            (xiv) make any change in any method of accounting or accounting
      practice or policy (including any method, practice or policy relating to
      Taxes), except as required by any changes in GAAP or as otherwise required
      by Law;

            (xv) write up, write down or write off the book value of any assets,
      individually or in the aggregate, in excess of $500,000, except for
      depreciation and amortization in accordance with GAAP consistently applied
      or as required by applicable Law

            (xvi) make, revoke or amend any Tax election, settle or compromise
      any claim or assessment with respect to Taxes, execute or consent to any
      waivers extending the statutory period of limitations with respect to the
      collection or assessment of any Taxes or amend any material Tax Returns;

            (xvii) (A) commence any Proceeding, or (B) pay, discharge, satisfy
      any claims, liabilities or Obligations or settle any Proceeding other than
      the payment, discharge or satisfaction of claims, liabilities or
      Obligation that individually or in the aggregate less than $100,000 or (C)
      or settle any Proceeding seeking an injunction or any other equitable
      relief;

            (xviii) adopt or enter into a plan of complete or partial
      liquidation, dissolution, merger, consolidation, restructuring,
      recapitalization or other material reorganization or any agreement
      relating to an Acquisition Proposal;

            (xix) plan, announce, implement or effect any reduction in force,
      lay-off, early retirement program, severance program or other program or
      effort concerning the termination of employment of employees of the
      Company or its Subsidiaries generally;

            (xx) take any action to exempt or make not subject to (A) the
      provisions of Section 203 of the DGCL or (B) any other state takeover Law
      or state Law that purports to limit or restrict business combinations or
      the ability to acquire or vote shares, any individual or entity (other
      than Parent, its Affiliates or the Company's Subsidiaries), or any action
      taken thereby, which individual, entity or action would have otherwise
      been subject to the restrictive provisions thereof and not exempt
      therefrom;

            (xxi) take any action or omit to take any action that could be
      reasonably expected to result in (A) any of the conditions to the Offer
      set forth in Annex I not being satisfied, (B) any representation or
      warranty of the Company set forth in Section 4 becoming not true or not
      accurate in any material respect, or (C) the prevention or

EXECUTION VERSION

                                       39


      material delay or impediment to the consummation of the Offer, the Merger
      or the transactions contemplated by this Agreement;

            (xxii) permit or cause any Subsidiary of the Company to do any of
      the foregoing; or

            (xxiii) agree or commit, whether or not in writing, to take any of
      the actions described in clauses "(i)" through "(xxii)" of this Section
      5.2(b).

      5.3 No Solicitation.

      (a) From and after the date hereof until the earlier of the Closing Date
or the termination of this Agreement pursuant to Section 8, the Company shall
not, nor shall it permit any of its Subsidiaries to, authorize any Affiliate,
officer, director, manager or employee of, or any investment banker, attorney or
other advisor or representative (collectively, "REPRESENTATIVES") of the Company
or any of its Subsidiaries to (i) solicit, initiate, facilitate or encourage or
otherwise disclose nonpublic information in furtherance of, any inquiries
relating to, or the submission of, any Acquisition Proposal; (ii) participate in
or conduct any discussions or negotiations regarding any Acquisition Proposal,
or furnish to any Person any information or data with respect to or provide
access to the properties of the Company or any of its Subsidiaries, or take any
other action to facilitate the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Acquisition Proposal; (iii) approve or
recommend or propose publicly to approve or recommend any Acquisition Proposal
or (iv) approve or recommend or propose to approve or recommend or execute or
enter into any letter of intent, agreement in principle, merger agreement,
acquisition agreement, option agreement or other similar Contract or propose
publicly or agree to do any of the foregoing related to any Acquisition
Proposal; provided that (subject to Section 5.3(b)) nothing contained in this
Section 5.3 or any other provision of this Agreement shall prohibit the Company
or the Company Board from taking and disclosing to the Company Stockholders a
position with respect to a tender or exchange offer by a third party pursuant to
Rules 14d-9 and 14e-2 promulgated under the Exchange Act. Notwithstanding the
foregoing, prior to the time of acceptance and deposit of funds for payment in
accordance with Section 1.1(b) for shares of Company Common Stock for payment
pursuant to the Offer, the Company may furnish information concerning its
businesses or its Subsidiaries, properties or assets to any Person or "group"
(as defined in the Exchange Act and the rules promulgated thereunder) and may
negotiate and participate in discussions and negotiations with any Person or
group concerning an Acquisition Proposal (as defined below), if:

            (i) such Person or group shall have entered into a confidentiality
      agreement, the confidentiality provisions of which shall not be materially
      more favorable to such Person or group than those provided for in the
      Confidentiality Agreement (provided that such confidentiality agreement
      must permit the Company to disclose to Parent all of the information
      required to be disclosed by the Company to Parent by this Section 5.3);

            (ii) such Person or group has submitted a written Acquisition
      Proposal that has been determined or is reasonably likely to be determined
      to be a Superior Proposal;

EXECUTION VERSION

                                       40


            (iii) in the good faith opinion of the Company Board, determined
      after consulting with independent legal counsel to the Company, that doing
      so is necessary for the directors to comply with their fiduciary duties to
      the Company Stockholders under applicable Law; and

            (iv) the Company has notified Parent in writing of its intention to
      engage in such discussions or negotiations or to provide such confidential
      information not less than three Business Days prior to so doing.

      The Company will promptly notify Parent in writing of the existence of any
proposal, discussion, negotiation or inquiry received by the Company regarding
any Acquisition Proposal. The Company will promptly provide to Parent any
non-public information concerning the Company provided to any other Person in
connection with any Acquisition Proposal that was not previously provided to
Parent. The Company will keep Parent informed on a prompt basis of the status of
any such Acquisition Proposal and of the status of any discussions or
negotiations relating to any Acquisition Proposal.

      (b) Except as set forth in this Section 5.3(b), the Company Board (i)
shall recommend that the Company Stockholders accept the Offer and tender their
shares of Company Common Stock pursuant to the Offer and, to the extent
necessary under applicable Law to accomplish the Merger, adopt this Agreement;
(ii) shall not withdraw, modify, or qualify or propose to withdraw or modify, in
a manner adverse to Parent or Acquisition Sub, the Company Board Recommendation;
(iii) shall not approve or recommend, or propose to approve or recommend, any
Acquisition Proposal or (iv) shall not enter into any agreement with respect to
any Acquisition Proposal (other than a confidentiality agreement that is entered
into in accordance with Section 5.3(a)). Notwithstanding the foregoing, subject
to compliance with the provisions of this Section 5.3, prior to the time of
acceptance and deposit of funds for payment in accordance with Section 1.1(b)
for shares of Company Common Stock pursuant to the Offer, the Company Board,
after consulting with outside legal counsel, may withdraw, modify or qualify the
Company Board Recommendation, approve or recommend, or propose to approve or
recommend, a Superior Proposal, and/or enter into an agreement with respect to a
Superior Proposal, if the Company Board determines in good faith that doing so
is necessary for the directors to comply with their fiduciary duties to the
Company Stockholders under applicable Law; provided that in each case (A) the
Company has given Parent written notice at least three Business Days in advance
of effecting such action that the Company Board has received a Superior Proposal
that it intends to accept, which specifies all of the terms and conditions of
such Superior Proposal (other than immaterial terms), and furnishes Parent with
a copy of all the relevant proposed transaction agreements, if such exist, with
the Person making such Superior Proposal and identifies such Person or Persons
making such Superior Proposal and (B) during the period of not less than three
Business Days following the delivery of the notice referred to in clause (A)
above and prior to effecting such action, the Company has negotiated, and has
used all commercially reasonable efforts to cause its financial and legal
advisors to negotiate, with Parent in good faith (to the extent that Parent
desires to negotiate) to make adjustments in the terms and conditions of this
Agreement so that the Acquisition Proposal shall cease to constitute a Superior
Proposal.

EXECUTION VERSION

                                       41


      (c) Nothing in this Section 5.3, and no action taken by the Company Board
pursuant to this Section 5.3, will permit the Company to enter into any
agreement providing for any transaction contemplated by an Acquisition Proposal
(other than a confidentiality agreement to the extent permitted under Section
5.3 hereof unless the Company or Parent has first terminated this Agreement
pursuant to Section 8).

      (d) For purposes of this Agreement, "ACQUISITION PROPOSAL" means any bona
fide offer, proposal or other indication of interest regarding any of the
following (other than the transactions provided for in this Agreement involving
the Company): (i) any merger, consolidation, share exchange, recapitalization,
reorganization, business combination, liquidation, dissolution or other similar
transaction involving the Company or any of its Subsidiaries; (ii) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition of 15% or more
of the Assets of the Company (including the stock of its Subsidiaries) and its
Subsidiaries, taken as a whole, in a single transaction or series of related
transactions; (iii) any purchase or sale of or tender offer or exchange offer
for, which, if consummated, would result in any Person (or the equity holders of
such Person) beneficially owning securities representing 15% or more of the
outstanding shares of capital stock of the Company or its Subsidiaries, or the
filing of a registration statement under the Securities Act in connection
therewith or (iv) any public announcement of a proposal, plan or intention to do
any of the foregoing or any agreement to engage in any of the foregoing except
"Acquisition Proposal does not include any offer or proposal by Parent or its
Affiliates. For purposes of this Agreement, "SUPERIOR PROPOSAL" shall mean a
written Acquisition Proposal with respect to the Company which the Company Board
concludes in good faith, after consultation with its financial advisors and
legal advisors, taking into account all legal, financial, regulatory and other
aspects of the proposal and the person making the proposal (including any
break-up fees, expense reimbursement provisions and conditions to consummation),
as well as after giving effect to all of the adjustments, if any, which are in
fact offered by Parent pursuant to Section 5.3(b) (i) is more favorable to the
Company Stockholders, from a financial point of view, than the transactions
contemplated by this Agreement and (ii) to the extent cash consideration, if
any, is contemplated, is fully financed or reasonably capable of being fully
financed and otherwise reasonably capable of being completed on the terms
proposed; provided that, for purposes of this definition of "Superior Proposal,"
the term Acquisition Proposal shall have the meaning assigned to such term in
this Section 5.3(d), except that the reference to "15% or more" in the
definition of "Acquisition Proposal" shall be deemed to be a reference to "a
majority" and "Acquisition Proposal" shall only be deemed to refer to a
transaction involving a majority of the equity securities of the Company or all
or substantially all of the consolidated assets of the Company and its
Subsidiaries; provided that no Acquisition Proposal shall constitute a Superior
Proposal if it resulted from a breach or was negotiated by the Company in
violation of this Section 5.3 or if the Company failed to (A) give Parent
written notice as provided in clause (A) of the last sentence of Section 5.3(b),
(B) negotiate, or use its commercially reasonable efforts to cause its financial
and legal advisors to negotiate, with Parent in good faith (as required by
Section 5.3(b) and to the extent Parent desired to negotiate) to make
adjustments in the terms and conditions of this Agreement so that such
Acquisition Proposal ceases to constitute a Superior Proposal or (C) in all
material respects, keep Parent informed on a prompt basis of the status of any
such Acquisition Proposal and of the status of any discussions or negotiations
relating to any Acquisition Proposal.

EXECUTION VERSION

                                       42


Section 6. ADDITIONAL COVENANTS OF THE PARTIES

      6.1 Stockholder Approval; Proxy Statement.

      (a) If the adoption of this Agreement by the Company Stockholders is
required by applicable Law, the Company shall, as promptly as practicable
following the date the Acquisition Sub shall accept for payment all shares of
Company Common Stock in the Offer, take all action necessary under all
applicable Law to call, give notice of and hold a meeting of the holders of
Company Common Stock to vote on the adoption of this Agreement (the "COMPANY
STOCKHOLDERS' MEETING"). The Company shall ensure that all proxies solicited in
connection with the Company Stockholders' Meeting are solicited in compliance
with all applicable Law.

      (b) If the adoption of this Agreement by the Company Stockholders is
required by Law, the Company shall, as soon as practicable following the date
the Acquisition Sub shall accept for payment all shares of Company Common Stock
in the Offer, prepare and file with the SEC the Proxy Statement and shall use
all commercially reasonable efforts to respond to any comments of the SEC or its
staff and to cause the Proxy Statement to be mailed to the Company Stockholders,
as promptly as practicable. The Company shall notify Parent promptly of the
receipt of any comments from the SEC or its staff and of any request by the SEC
or its staff for amendments or supplements to the Proxy Statement or for
additional information and will supply Parent with copies of all correspondence
between the Company or any of its Representatives, on the one hand, and the SEC
or its staff, on the other hand, with respect to the Proxy Statement. The
Company shall give Parent an opportunity to comment on any correspondence with
the SEC or its staff or any proposed material to be included in the Proxy
Statement prior to transmission to the SEC or its staff and shall not transmit
any such material to which Parent reasonably objects. If at any time prior to
the Company Stockholders' Meeting there shall occur any event that should be set
forth in an amendment or supplement to the Proxy Statement, the Company shall
promptly prepare such an amendment or supplement and after obtaining the consent
of Parent to such amendment or supplement, shall promptly transmit such
amendment or supplement to the Company Stockholders.

      (c) Notwithstanding anything to the contrary contained in this Agreement,
if Acquisition Sub shall own by virtue of the Offer or otherwise at least 90% of
the outstanding shares of Company Common Stock, the parties shall take all
necessary and appropriate action to cause the merger of Acquisition Sub and the
Company to become effective as soon as practicable after the expiration date of
the Offer (as such expiration date may have been extended in accordance with the
terms of this Agreement) without a stockholders' meeting in accordance with
Section 253 of the DGCL.

      (d) Parent agrees to cause all shares of Company Common Stock, if any,
owned by Parent or any Subsidiary of Parent to be voted in favor of the adoption
of the Merger at the Company Stockholders' Meeting.

      6.2 Regulatory Approvals. Each party shall use all commercially reasonable
efforts to file, as soon as practicable after the date of this Agreement, all
notices, reports and other documents required to be filed by such party with any
Governmental Body with respect to the

EXECUTION VERSION

                                       43


Offer, the Merger and the other transactions contemplated by this Agreement, and
to submit promptly any additional information requested by any such Governmental
Body. Without limiting the generality of the foregoing, the Company and Parent
shall, promptly after the date of this Agreement, prepare and file any
notifications required under any applicable antitrust Laws in connection with
the Offer, the Merger or the other transactions contemplated by this Agreement.
Expenses incurred in connection with any filings under the HSR Act and/or any
other antitrust Laws shall be shared equally by Parent and the Company. The
Company and Parent shall respond as promptly as practicable to any inquiries or
requests received from any antitrust authority or other Governmental Body in
connection with antitrust or related matters; provided, however, that no party
shall be under any obligation to divest of any assets or hold separate any
assets or take any other similar measures in connection with any demand therefor
by any Governmental Body as a pre-condition to the approval of the transactions
contemplated by this Agreement by any such Governmental Body. Each of the
Company and Parent shall (a) give the other party prompt notice of the
commencement or threat of commencement of any Proceeding by or before any
Governmental Body with respect to the Offer, the Merger or any of the other
transactions contemplated by this Agreement; (b) keep the other party informed
as to the status of any such Proceeding or threat and (c) promptly inform the
other party of any communication to or from any Governmental Body regarding the
Offer, the Merger or any of the other transactions contemplated by this
Agreement. Except as may be prohibited by any Governmental Body or by any Law,
(x) each party will consult and cooperate with the other, and will consider in
good faith the views of the other, in connection with any analysis, appearance,
presentation, memorandum, brief, Proceeding under or relating to any foreign,
federal or state antitrust or fair trade Law, and (y) in connection with any
such Proceeding, each party will permit authorized Representatives of the other
to be present at each meeting or conference relating to any such Proceeding and
to have access to and be consulted in connection with any document, opinion or
proposal made or submitted to any Governmental Body in connection with any such
Proceeding.

      6.3 Stock Options.

      (a) Prior to the Effective Time, the Company shall neither accelerate the
vesting of any Company Option nor allow the vesting of any Company Stock Options
to be accelerated. As of the Effective Time, the Company will accelerate the
vesting of all unvested ITM Options. Additionally, as of the Effective Time, the
Company shall cancel, or cause to be cancelled, all of the Company Stock
Options, whether they are ITM Options or not. The cancelled ITM Options are to
be paid in accordance with Section 6.3(d). No holder of a Company Stock Option,
other than the ITM Optionholders, shall be entitled to receive any payment or
any other form of consideration upon cancellation of the Company Stock Options.
Except as may be otherwise agreed to by Parent and the Company in writing prior
to the Effective Time, all stock option plans, programs and arrangements
established by any of the Acquired Companies shall terminate as of the Effective
Time and the provisions in any other plan, program or arrangement providing for
the issuance or grant of any other interest in respect of the capital stock of
any of the Acquired Companies shall be deleted, terminated and of no further
force or effect as of the Effective Time.

      (b) The Company Board, or the applicable committee thereof, has
determined, in good faith, that the Cash Amount, which is the amount a holder of
a Company Option will be

EXECUTION VERSION

                                       44


entitled to receive upon the cancellation of the Company Stock Options pursuant
to this Section 6.3, represents an amount equal to the value or appreciated
value (if any) of such Company Stock Option as of the Effective Time. Prior to
the Effective Time, at the request of Parent, the Company shall take all action
(including amending any and all of the Company's existing stock option plans and
programs and any and all stock option agreements) that Parent determines may be
necessary (under the plans pursuant to which Company Stock Options are
outstanding and otherwise) to effectuate the provisions of this Section 6.3 and
to ensure that, from and after the Effective Time, holders of Company Stock
Options have no rights with respect thereto other than those specifically
provided in this Section 6.3.

      (c) As of the Effective Time, the Company shall cancel the warrants (the
"COMPANY WARRANTS") issued pursuant to that certain Securities Purchase
Agreement, dated as of June 9, 2003.

      (d) From and after the Effective Time, and conditioned as provided below,
each ITM Optionholder will be entitled to receive from the Company the Cash
Amount, in full and final settlement of the cancellation of the ITM Option. The
Company's obligation to pay the Cash Amount to each ITM Optionholder is subject
to (i) verification that the purported ownership and terms of the applicable ITM
Option is in accordance with the Company's records and (ii) delivery by the ITM
Optionholder to the Company of a duly executed written instrument (the
"OPTIONHOLDER'S LETTER") in a form acceptable to Parent setting forth: (A) for
each ITM Option, the aggregate number of shares of Company Common Stock covered
thereby, the issue date and the exercise price, (B) a representation by the ITM
Optionholder that he or she is the owner of all ITM Options described in the
Optionholder's Letter and that as of immediately prior to the Effective Time
none of the ITM Options had expired or otherwise ceased to be exercisable, (C) a
confirmation by the ITM Optionholder that upon payment of the Cash Amount that
all obligations of the Company to him or her with respect to the ITM Option
shall have been fully satisfied and (D) such other terms as Parent may
reasonably request.

      (e) Prior to the Effective Time, none of the Acquired Companies nor any of
their respective officers or directors shall take any action to encourage any
Person holding a Company Option to exercise such option or waive any provision
or use their discretion to allow any Person to exercise a Company Option prior
to the Effective Time and all rights, obligations, benefits, liabilities and
provisions under any plan or agreement relating to any Company Option shall be
construed in favor of the Company to the fullest extent permitted under
applicable Law.

      6.4 Employee Benefits. Parent agrees that all employees of the Acquired
Companies who continue employment with Parent, the Surviving Corporation or any
Subsidiary of the Surviving Corporation after the Effective Time ("CONTINUING
EMPLOYEES") shall be eligible to continue to participate in the Surviving
Corporation's health and welfare benefit plans; provided, however, that nothing
in this Section 6.4 or elsewhere in this Agreement shall limit the right of
Parent or the Surviving Corporation to amend or terminate any such health or
welfare benefit plan at any time (including as of the Effective Time).
Immediately after the Effective Time, the Continuing Employees shall be entitled
to participate in a plan that contains a cash or deferred arrangement intended
to qualify under Section 401(k) of the Code sponsored, maintained or contributed
to by Parent or its Subsidiaries or the Surviving Corporation (a "PARENT 401(k)
PLAN"). Each Continuing Employee's period of service and compensation history
with the

EXECUTION VERSION

                                       45


Company and the Acquired Companies shall be counted in determining eligibility
for, and the amount and vesting of, benefits under each Employee Benefit Plan
sponsored or maintained by Parent (including, without limitation, the Parent
401(k) Plan), except that such service shall not be taken into account for
purposes of benefit accrual under any defined benefit plan of Parent. To the
extent any Continuing Employee becomes covered under a health plan sponsored or
maintained by Parent, such Continuing Employee shall receive credit under such
plan toward any deductible and/or out-of-pocket maximum which may apply under
such Parent health plan, for those sums paid under a health plan sponsored or
maintained by the Acquired Companies as deductibles, coinsurance and copayments
during the calendar year containing the Closing Date.

      6.5 Indemnification of Officers and Directors.

      (a) All rights to indemnification existing in favor of those Persons who
are or have at any time been directors and officers of the Company (the
"INDEMNIFIED PERSONS") for their acts and omissions occurring prior to the
Effective Time, as provided in the Company Bylaws and certificate of
incorporation as in effect as of the date of this Agreement, shall survive the
Merger and shall be observed by the Surviving Corporation to the fullest extent
available under Delaware law for a period of six years from the Effective Time.

      (b) The Surviving Corporation shall maintain in effect, for the benefit of
the Indemnified Persons with respect to their acts and omissions occurring prior
to the Effective Time, a "tail" policy of directors' and officers' liability
insurance (the "TAIL POLICY") covering the period of time from the Effective
Time until up to the sixth anniversary of the Effective Time, providing
comparable coverage to the existing directors' and officers' liability insurance
policy maintained by the Company as of the date hereof; provided, however, that
neither the Surviving Corporation nor Parent shall be required to pay an
aggregate premium for any such Tail Policy in excess of $600,000, but, in such
case, shall purchase as much coverage as reasonably practicable for such amount
and that the Surviving Corporation or Parent may substitute therefor other
policies not less advantageous (excluding de minimis differences) to the
beneficiaries of the current policies; and further provided that such
substitution shall not result in any gaps or lapses in coverage with respect to
matters occurring prior to the Effective Time.

      (c) In the event Parent or any of its successors or assigns (i)
consolidates with or merges into any other Person and shall not be the
continuing or surviving corporation of such consolidation or merger or (ii)
transfers or conveys all or substantially all of its properties and assets to
any Person, then, and in each such case, to the extent necessary to effectuate
the purposes of this Section 6.5, proper provision shall be made so that the
successors and assigns of Parent assume the obligations set forth in this
Section 6.5, and none of the actions described in clause (i) or clause (ii)
shall be taken until such provision is made.

      (d) The provisions of this Section 6.5 shall be enforceable by each
Indemnified Person and such Person's heirs and representatives, and are in
addition to and not in substitution for, any other right to indemnification or
contribution that such Indemnified Person may have under the Company
Certificate, Company Bylaws, Surviving Charter, Surviving Bylaws, under any
acquisition Contract, under the DGCL or otherwise.

EXECUTION VERSION

                                       46


      6.6 Additional Agreements. Parent and the Company shall use all
commercially reasonable efforts to take, or cause to be taken, all actions
necessary to consummate the Offer and the Merger and make effective the other
transactions contemplated by this Agreement. Without limiting the generality of
the foregoing, each party to this Agreement (a) shall make all filings and give
all notices required to be made and given by such party in connection with the
Offer and the Merger and the other transactions contemplated by this Agreement;
(b) shall use all commercially reasonable efforts to obtain each Consent (if
any) required to be obtained (pursuant to any applicable Law or Contract, or
otherwise) by such party in connection with the Offer and the Merger and each of
the other transactions contemplated by this Agreement and (c) shall use all
commercially reasonable efforts to lift any restraint, injunction or other legal
bar to the Offer, the Merger or any of the other transactions contemplated by
this Agreement; provided, however, that no party shall be under any obligation
to divest of any assets or hold separate any assets or take any other similar
measures in connection with any demand therefor by any Governmental Body as a
pre-condition to the approval of the transactions contemplated by this Agreement
by any such Governmental Body. Each party shall promptly deliver to the other
parties a copy of each such filing made, each such notice given and each such
Consent obtained by such party.

      6.7 Disclosure. Parent and the Company shall consult with each other
before issuing any press release or otherwise making any public statement with
respect to the Offer, the Merger or any of the other transactions contemplated
by this Agreement; provided, however, the initial press release relating to this
Agreement, which shall be issued within one Business Day after the date of this
Agreement, shall be a joint press release the text of which has been agreed to
by Parent and the Company. Without limiting the generality of the foregoing,
neither party shall, and shall not permit any of its Subsidiaries or any
Representative to, make any disclosure to the public or otherwise regarding the
Offer, the Merger or any of the other transactions contemplated by this
Agreement unless (a) the other party shall have been given the opportunity to
review and comment upon such disclosure and shall have approved such disclosure
or (b) the disclosing party shall have been advised in writing by its outside
legal counsel that such disclosure is required by applicable Law.

      6.8 Change of Control Payments. At the Closing and upon acknowledgment by
the applicable individual of (i) the termination of the applicable employment,
compensation or other similar agreements and that (ii) no other amount is due
under such agreements, the Company will pay to the individuals the amount of
change in control payments set forth in Section 6.8 of the Disclosure Letter
(less any applicable withholding taxes and amounts such individual declines).
The Company shall reimburse such individual for any excise tax that the
individual incurs as a result of such payment within ten days after such
individual delivering a written request for reimbursement accompanied by a copy
of such individual's tax returns showing the excise tax actually incurred;
provided, however, for purposes of clarity, the Company shall only reimburse
such individual for the initial excise tax on the amount set forth in Section
6.8 of the Disclosure Letter and not on any tax on such reimbursement amount.

      6.9 Aprahamian Notes. At or prior to the Appointment Time, the Company
shall accelerate the payment of the outstanding principal amount of the
Aprahamian Note (as defined in that certain Shareholder Agreement between Ronald
V. Aprahamian and the Company, dated May 4, 2001) and the accrued and unpaid
interest thereon.

EXECUTION VERSION

                                       47


      6.10 Resignation of Officers and Directors. The Company shall use
commercially reasonable efforts to obtain and deliver to Parent on or prior to
the acceptance of shares of Company Common Stock pursuant to the Offer the
resignation of each director of each of the Acquired Companies and such officers
of the Acquired Companies as Parent shall request.

      6.11 General Cooperation. From the date hereof through the Effective Time,
the Acquired Companies will use their commercially reasonable efforts to operate
their businesses in such a manner as to achieve a smooth transition consistent
with the mutual business interests of the Acquired Companies and Parent. In this
regard, the Acquired Companies and Parent agree that they will enter into good
faith discussions concerning the businesses of the Acquired Companies,
including, but not limited to, personnel policies and procedures, and other
operational matters.

Section 7. CONDITIONS PRECEDENT TO THE MERGER

      The obligations of the parties to effect the Merger are subject to the
satisfaction, at or prior to the Closing, of each of the following conditions:

      7.1 Stockholder Approval. If required by applicable Law, this Agreement
shall have been duly adopted by the Required Company Stockholder Vote.

      7.2 No Restraints. No temporary restraining order, preliminary or
permanent injunction or other order preventing the consummation of the Merger
shall have been issued by any court of competent jurisdiction and remain in
effect, and there shall not be any Law enacted or deemed applicable to the
Merger that makes consummation of the Merger illegal; provided that, in the case
of a restraining order, injunction or other order, each of the parties shall
have used their commercially reasonable efforts to prevent the entry of any such
restraining order, injunction or other order and to appeal as promptly as
possible any restraining order, injunction or other order that may be entered.

      7.3 Consents, Approvals. All material consents, permits of, authorization
from, notifications to and filings with any Governmental Body required to be
made or obtained prior to the Effective Time shall have been made or obtained.

      7.4 Waiting Period. Any waiting period (and any extension thereof) under
the HSR Act or merger control or competition laws or regulations applicable to
the consummation of the Merger shall have expired or terminated.

      7.5 Consummation of Offer. Acquisition Sub shall have purchased shares of
Company Common Stock tendered pursuant to the Offer.

Section 8. TERMINATION

      8.1 Termination. This Agreement may be terminated and the Offer and the
Merger may be abandoned (notwithstanding any approval of the Merger by the
Company Stockholders):

      (a) by mutual written consent of Parent and the Company at any time prior
to the Effective Time;

EXECUTION VERSION

                                       48


      (b) by either Parent or the Company if a court of competent jurisdiction
or other Governmental Body shall have issued a final and nonappealable order,
decree or ruling, or shall have taken any other action, having the effect of
permanently restraining, enjoining or otherwise prohibiting Parent or the
Company from consummating the Offer, the Merger, or the transactions
contemplated by this Agreement;

      (c) by either Parent or the Company if the Appointment Time shall not have
occurred on or prior to the close of business on April 30, 2005; provided,
however, that a party shall not be permitted to terminate this Agreement
pursuant to this Section 8.1(c) if the failure of the Appointment Time to have
occurred by the close of business on April 30, 2005 is attributable to a failure
on the part of such party to perform any material covenant or obligation in this
Agreement required to be performed by such party or a material breach of any
representation or warranty by such party at or prior to the Appointment Time;

      (d) prior to the Appointment Time, by Parent if a Triggering Event shall
have occurred;

      (e) by Parent, prior to the Appointment Time, if there has been a breach
by the Company of any representation, warranty, covenant or agreement set forth
in this Agreement, which breach would reasonably be expected to result in any
condition set forth in Annex I or Section 7 not being satisfied and such breach
is not reasonably capable of being cured and such condition is not reasonably
capable of being satisfied within 30 days after the receipt of notice thereof
shall have been received by the party hereto alleged to be in breach;

      (f) by the Company, prior to the Appointment Time, if there has been a
breach by Parent or Acquisition Sub of any representation, warranty, covenant or
agreement set forth in this Agreement, which breach would reasonably be expected
to result in any condition set forth in Annex I or Section 7 not being satisfied
and such breach is not reasonably capable of being cured and such condition is
not reasonably capable of being satisfied within 30 days after the receipt of
notice thereof shall have been received by the party hereto alleged to be in
breach; or

      (g) prior to the Appointment Time, by the Company, if the Company or the
Company Board has provided written notice to Parent that the Company intends to
enter into a binding written agreement for a Superior Proposal (with such
termination becoming effective, if Parent does not make an offer pursuant to
clause (B) of Section 5.3(b), on the Business Day immediately following the
three Business Day period contemplated thereby, or otherwise, upon the Company
entering into such binding written agreement); provided, however, that (i) the
Company shall have complied with Section 5.3 hereof in all material respects;
and (ii) Parent does not make, within three Business Days after receipt of the
Company's written notice pursuant to clause (A) of Section 5.3(b), an offer that
the Company Board shall have reasonably concluded in good faith (following
consultation with its financial advisor and outside counsel) is an offer that
results in such Acquisition Proposal ceasing to constitute a Superior Proposal.

      8.2 Effect of Termination. In the event of the termination of this
Agreement as provided in Section 8.1, this Agreement shall be of no further
force or effect; provided, however, that (a) Section 8.2, Section 8.3 and
Section 9 and the Confidentiality Agreement shall survive the termination of
this Agreement and shall remain in full force and effect; (b) Section 1.3 shall

EXECUTION VERSION

                                       49


survive the termination of this Agreement if this Agreement is terminated
pursuant to Section 8.1(a); (c) nothing herein shall relieve any party from
liability for any willful or intentional material breach of any representation,
warranty, covenant, obligation or other provision contained in this Agreement
and (d) no termination of this Agreement shall in any way affect any of the
parties' rights or obligations with respect to any shares of Company Common
Stock accepted for payment and paid for pursuant to the Offer prior to such
termination.

      8.3 Expenses; Termination Fees.

      (a) Except as otherwise set forth in this Section 8.3, all fees and
expenses incurred in connection with this Agreement and the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses, whether or not the Offer or the Merger is consummated; provided,
however, that:

            (i) Parent and the Company shall share equally all fees and
      expenses, other than attorney's fees, accounting fees, and financial
      advisory fees, incurred in connection with (A) filings, required of any
      party hereto or any of their Subsidiaries under any antitrust Law with
      respect to the transactions contemplated by this Agreement (B) SEC, "Blue
      Sky" or other similar filings relating to the Offer, the Merger or the
      transactions contemplated by this Agreement and (C) the printing,
      production, mailing or delivery of the Offer Documents, the Proxy
      Statement, any amendments or supplements thereto, and any other documents,
      statements, schedules or reports related thereto;

            (ii) if this Agreement is terminated by Parent pursuant to Section
      8.1(d) or Section 8.1(e), or by the Company pursuant to Section 8.1(g),
      then the Company shall promptly pay, but in no event later than three
      Business Days after such termination to Parent by wire transfer of
      immediately available funds, in an amount equal to the aggregate amount of
      all reasonable fees and expenses (including all reasonable attorneys'
      fees, accountants' fees, financial advisory fees and all filing fees) that
      have been paid or that have been incurred by or on behalf of Parent in
      connection with the transactions contemplated by this Agreement,
      including, without limitation, the due diligence review of the Company by
      Parent, Acquisition Sub and their respective Representatives, and the
      preparation and negotiation of this Agreement, the Tender and Voting
      Agreement, the Offer Documents, the Proxy Statement, and all other
      agreements, documents and statements otherwise incurred in connection with
      the Merger, the Offer or any of the other transactions contemplated by
      this Agreement, but which amount in no event shall exceed $500,000; and

            (iii) if this Agreement is terminated by the Company pursuant to
      Section 8.1(f), then Parent shall promptly pay, but in no event later than
      three Business Days after such termination to the Company by wire transfer
      of immediately available funds, in an amount equal to the aggregate amount
      of all reasonable fees and expenses (including all reasonable attorneys'
      fees, accountants' fees, financial advisory fees and all filing fees) that
      have been paid or that have been incurred by or on behalf of the Company
      in connection with the transactions contemplated by this Agreement,
      including, without limitation, the preparation and negotiation of this
      Agreement and the Company Disclosure Letter, the Tender and Voting
      Agreement, the Offer Documents, the Proxy

EXECUTION VERSION

                                       50


      Statement, and all other agreements, documents and statements otherwise
      incurred in connection with the Merger, the Offer or any of the other
      transactions contemplated by this Agreement, but which amount in no event
      shall exceed $500,000.

      (b) If this Agreement is terminated pursuant to Section 8.1(d) or Section
8.1(g), then the Company shall promptly, but in no event later than three
Business Days after such termination, pay Parent an aggregate amount equal to
Four Million Dollars (the "TERMINATION FEE") by wire transfer of immediately
available funds. If this Agreement is terminated pursuant to Section 8.1(c) or
Section 8.1(e), and (i) within 12 months of the date of termination the Company
or any of its Subsidiaries enters into any definitive agreement with respect to,
or the Company Board recommends that the Company Stockholders approve, adopt or
accept, any Acquisition Proposal and (ii) such Acquisition Proposal is
subsequently consummated, then the Company shall promptly, but in no event later
than three Business Days after such consummation, pay to Parent an aggregate
amount equal to the Termination Fee by wire transfer of immediately available
funds; provided, however, no Termination Fee shall be owed to Parent pursuant to
the second sentence of this Section 8.3(b) if (x) no Acquisition Proposal had
been made prior to the termination of this Agreement and (y) (A) the percentage
of Assets of the Company (including the stock of its Subsidiaries) and its
Subsidiaries, taken as a whole, in a single transaction or series of related
transactions, sold, leased, exchanged, mortgaged, pledged, transferred or
otherwise disposed of pursuant to all Acquisition Proposals is less than 25% of
the Assets of the Company (including the stock of the Subsidiaries) and its
Subsidiaries, taken as a whole or (B) the percentage of capital stock of the
Company or its Subsidiaries purchased, sold, subject to any tender offer or
exchange offer or otherwise disposed of pursuant to all Acquisition Proposals is
less than 25% of the outstanding shares of capital stock of the Company or its
Subsidiaries.

      (c) If either party fails to pay when finally determined to be due any
amount payable under this Section 8.3, then the defaulting party shall reimburse
the party entitled to payment for all costs and expenses (including fees and
disbursements of counsel) incurred in connection with the collection of such
overdue amount and the enforcement by such party of its rights under this
Section 8.3. Subject to Section 8.2(c) in the case of a willful or intentional
material breach, payment of the Termination Fee and expense reimbursement, if
any, as the case may be, shall be the exclusive remedy for any termination of
this Agreement in accordance with this Section 8, and there shall be no further
liability to the other party or any of its Representatives as a result of such
termination.

Section 9. MISCELLANEOUS PROVISIONS

      9.1 Amendment. This Agreement may be amended by the parties hereto, by
action taken or authorized by their respective boards of directors, at any time
before or after approval of this Agreement by the Company Stockholders, but,
after any such approval, no amendment shall be made that by applicable Law
requires further approval or authorization by the Company Stockholders without
such further approval or authorization. Notwithstanding the foregoing, this
Agreement may not be amended, except by an instrument in writing signed on
behalf of each of the parties hereto.

EXECUTION VERSION

                                       51


      9.2 Waiver. No failure on the part of any party to exercise any power,
right, privilege or remedy under this Agreement, and no delay on the part of any
party in exercising any power, right, privilege or remedy under this Agreement,
shall operate as a waiver of such power, right, privilege or remedy; and no
single or partial exercise of any such power, right, privilege or remedy shall
preclude any other or further exercise thereof or of any other power, right,
privilege or remedy. No party shall be deemed to have waived any claim arising
out of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such party; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.

      9.3 No Survival of Representations and Warranties. None of the
representations and warranties contained in this Agreement or in any certificate
delivered pursuant to this Agreement shall survive the Merger; provided however
that this Section 9.3 shall not limit any covenant or agreement of the parties
hereto which by its express terms provides for performance after the Effective
Time or after termination of this Agreement.

      9.4 Entire Agreement; Counterparts; No Third Party Beneficiaries. This
Agreement (together with the Company Disclosure Letter) and the other agreements
referred to herein constitute the entire agreement and supersede all prior
agreements and understandings, both written and oral, among or between any of
the parties with respect to the subject matter hereof and thereof; provided,
however, that the confidentiality provisions of the Confidentiality Agreement
shall not be superseded and shall remain in full force and effect. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same instrument. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder except for Indemnified Persons
pursuant to Section 6.5 hereof.

      9.5 Applicable Law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof or any other jurisdiction. In any action between any of the parties
arising out of or relating to this Agreement or any of the transactions
contemplated by this Agreement: (a) each of the parties irrevocably and
unconditionally consents and submits to the exclusive jurisdiction and venue of
the state and federal courts located in the State of Delaware (and agrees not to
commence any such action except in such courts) and irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action brought in such court has been brought in an inconvenient forum;
(b) if any such action is commenced in a state court, then, subject to
applicable Law, no party shall object to the removal of such action to any
federal court located in the State of Delaware; (c) each of the parties
irrevocably waives the right to trial by jury and (d) each of the parties
irrevocably consents to service of process by first class certified mail, return
receipt requested, postage prepaid, to the address at which such party is to
receive notice in accordance with Section 9.9.

      9.6 Headings. The section, paragraph and other headings contained in this
Agreement are inserted for convenience of reference only and shall not affect in
any way the meaning of this Agreement.

EXECUTION VERSION

                                       52


      9.7 Attorneys' Fees. In any action at law or suit in equity to enforce
this Agreement or the rights of any of the parties hereunder, the prevailing
party in such action or suit shall be entitled to receive a reasonable sum for
its attorneys' fees and all other reasonable costs and expenses incurred in such
action or suit.

      9.8 Assignability. This Agreement shall be binding upon, and shall be
enforceable by and inure solely to the benefit of, the parties hereto and their
respective successors and permitted assigns; provided, however, that neither
this Agreement nor any of a party's rights hereunder may be assigned by the
Company without the prior written consent of the other parties, and any
attempted assignment of this Agreement or any of such rights by the assigning
party without such consent shall be void and of no effect. Other than Section
6.5 (which is intended to be for the benefit of the Indemnified Persons and may
be enforced by the Indemnified Persons), nothing in this Agreement, express or
implied, is intended to or shall confer upon any Person (other than the parties
hereto) any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement. Any assignment prohibited under this Section 9.8 shall be
null and void.

      9.9 Notices. All notices, demands, consents, requests, instructions and
other communications to be given or delivered or permitted under or by reason of
the provisions of this Agreement, or in connection with the transactions
contemplated hereby and thereby shall be in writing and shall be deemed to be
delivered and received by the intended recipient as follows: (a) if personally
delivered, on the Business Day after it is sent (as evidenced by the receipt of
the personal delivery service); (b) if mailed by certified or registered mail
return receipt requested, four (4) Business Days after the aforesaid mailing;
(c) if delivered by overnight courier (with all charges having been prepaid), on
the second Business Day after it is sent (as evidenced by the receipt of the
overnight courier service of recognized standing) or (d) if delivered by
facsimile transmission, on the Business Day of such delivery if confirmed within
48 hours thereafter by a signed original sent in one of the manners set forth in
(a) through (c) above. If any notice, demand, consent, request, instruction or
other communication cannot be delivered because of a changed address of which no
notice was given (in accordance with this Section 9.9), or the refusal to accept
same, the notice shall be deemed received on the Business Day the notice is sent
(as evidenced by a sworn affidavit of the sender). All such notices, demands,
consents, requests, instructions and other communications will be sent to the
following addresses or facsimile numbers as applicable:

    If to Parent or to Acquisition Sub: Affiliated Computer Services, Inc.
                                        2828 North Haskell Avenue
                                        Dallas, Texas 75204
                                        Attention: John H. Rexford

                                        with a copy to:

                                        Thomas W. Hughes, Esq.
                                        Fulbright & Jaworski L.L.P.
                                        2200 Ross Avenue, Suite 2800
                                        Dallas, Texas 75201

EXECUTION VERSION

                                       53


    If to the Company:                  Superior Consultant Holdings Corporation
                                        5225 Auto Club Drive
                                        Dearborn, Michigan  48126
                                        Attention:  Richard D. Helppie, Jr.

                                        with a copy to:

                                        William E. Doran, Esq.
                                        Sachnoff & Weaver
                                        30 South Wacker Drive, 29th Floor
                                        Chicago, Illinois 60606

      9.10 Cooperation. Each party to this Agreement agrees to reasonably
cooperate with the other parties and to execute and deliver such further
documents, certificates, agreements and instruments and to take such other
actions as may be reasonably requested by the other parties to evidence or
reflect the transactions contemplated by this Agreement and to carry out the
intent and purposes of this Agreement.

      9.11 Severability. Any term or provision of this Agreement that is held by
a court of competent jurisdiction or other authority to be invalid, void or
unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction. If the final judgment of a court of competent
jurisdiction or other authority declares that any term or provision hereof is
invalid, void or unenforceable, the parties agree that the court making such
determination shall have the power to reduce the scope, duration, area or
applicability of the term or provision, to delete specific words or phrases, or
to replace any invalid, void or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision.

      9.12 Interpretation of Representations. Each representation and warranty
made in this Agreement or pursuant hereto is independent of all other
representations and warranties made by the same parties, whether or not covering
related or similar matters, and must be independently and separately satisfied.

      9.13 Bankruptcy Qualification. Each representation or warranty made in or
pursuant to this Agreement regarding the enforceability of any Contract shall be
qualified to the extent that such enforceability may be affected by bankruptcy,
insolvency and other similar Laws or equitable principles (but not those
concerning fraudulent conveyance) generally affecting creditors' rights and
remedies.

      9.14 Construction.

      (a) For purposes of this Agreement, whenever the context requires: the
singular number shall include the plural, and vice versa; the masculine gender
shall include the feminine and neuter genders; the feminine gender shall include
the masculine.

EXECUTION VERSION

                                       54


      (b) The parties hereto agree that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not be
applied in the construction or interpretation of this Agreement.

      (c) Except as otherwise indicated, all references in this Agreement to
"Sections," "Exhibits" and "Annexes" are intended to refer to Sections of this
Agreement and Exhibits or Annexes to this Agreement.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

EXECUTION VERSION

                                       55


      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.

                                        AFFILIATED COMPUTER SERVICES, INC.

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                        ACS MERGER CORP.

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                        SUPERIOR CONSULTANT HOLDINGS CORPORATION

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

EXECUTION VERSION



                                    EXHIBIT A

                                   DEFINITIONS

      For purposes of the Agreement (including this Exhibit A, Exhibit B and
Annex I):

      "ACCEPTANCE DATE" shall have the meaning set forth in Section 1.4(a) of
this Agreement.

      "ACQUIRED COMPANIES" shall mean the Company and each of its Subsidiaries.

      "ACQUISITION PROPOSAL" shall have the meaning set forth in Section 5.3(d)
of this Agreement.

      "ACQUISITION SUB" shall have the meaning set forth in the recitals.

      "AFFILIATE" shall mean with respect to the indicated Person any other
Person who, directly or indirectly, controls, is controlled by, or is under
common control with, the indicated Person and also shall mean any executive
officer, director, trustee, shareholder, manager, principal, partner or member
of the indicated Person or the other Person. For purposes of this definition,
the terms "control", "controlled by" and "under common control with" shall mean
the possession directly or indirectly of the power to direct or cause the
direction of the management and policies of the indicated Person, whether
through the ownership of voting securities, by trust, management agreement,
contract or otherwise.

      "AGREEMENT" shall mean the Agreement and Plan of Merger to which this
Exhibit A is attached, as it may be amended from time to time.

      "APPOINTMENT TIME" shall mean the time that is the later of (i) the
acceptance of and deposit of funds for payment in accordance with Section 1.1(b)
for shares constituting at least a majority of the Fully Diluted Number of
Company Shares pursuant to the Offer and (ii) the persons designated by Parent
pursuant to Section 1.3 make up a majority of the members of the entire Company
Board assuming no vacancies exist.

      "ASSET" shall mean any real, personal, mixed, tangible or intangible
property of any nature, including cash on hand, cash in bank or other accounts,
readily marketable securities, other cash-equivalent liquid assets of any
nature, prepayments, deposits, escrows, accounts receivable (or other
receivable), Tangible Property, Real Property, Software, Contract Rights,
Intangibles and goodwill, and claims, causes of action and other legal rights
and remedies.

      "BENEFIT PLAN" shall have the meaning set forth in Section 3.15(a) of this
Agreement.

      "BUSINESS DAY" shall mean any day other than Saturday, Sunday or a day on
which commercial banks in Dallas, Texas are authorized or required to be closed;
provided that, as it relates to time periods prescribed under the Securities Act
or the Exchange Act, "BUSINESS DAY" shall have the meaning given to such term in
Rule 14d-1(g)(3) of the Exchange Act.

      "CASH AMOUNT" shall mean (a) with respect to each ITM Option, an amount
equal to the product of (i) the excess of the Per Share Amount over the exercise
price per share of Company

EXECUTION VERSION

                                      A-1


Common Stock covered by the ITM Option as of the Effective Time multiplied by
(ii) the number of shares of Company Common Stock covered by the ITM Option; and
(b) with respect to a Company Stock Option that is not an ITM Option, zero
($0.00).

      "CERTIFICATE OF MERGER" shall have the meaning set forth in Section 2.3 of
this Agreement.

      "CERTIFICATES" shall have the meaning set forth in Section 2.6(a) of this
Agreement.

      "CLOSING" shall have the meaning set forth in Section 2.3 of this
Agreement.

      "CLOSING DATE" shall have the meaning set forth in Section 2.3 of this
Agreement.

      "COBRA" shall have the meaning set forth in Section 3.15(j) of this
Agreement.

      "CODE" shall mean the Internal Revenue Code of 1986, as amended.

      "COMMERCIALLY AVAILABLE SOFTWARE" shall mean the following: Software which
is (i) commercially available to the public, and (ii) not embedded in any of the
products or services provided by the Acquired Companies, and (iii) replaceable
without material delay for less than $100,000.

      "COMPANY" shall have the meaning set forth in the recitals.

      "COMPANY BOARD" shall mean the board of directors of the Company.

      "COMPANY BOARD RECOMMENDATION" shall have the meaning set forth in Section
3.20(a) of this Agreement.

      "COMPANY BYLAWS" shall mean the Company's bylaws, as in effect on the date
of this Agreement.

      "COMPANY CERTIFICATE" shall mean the Company's certificate of
incorporation, as in effect on the date of this Agreement.

      "COMPANY COMMON STOCK" shall have the meaning set forth in the Background
section of this Agreement.

      "COMPANY DISCLOSURE LETTER" shall mean the disclosure letter that has been
prepared by the Company and that has been delivered by the Company to Parent on
the date of this Agreement.

      "COMPANY OPTIONS" shall have the meaning set forth in Section 3.2(b) of
this Agreement.

      "COMPANY SEC DOCUMENTS" shall mean all registration statements, definitive
proxy statements and other statements, reports, schedules, forms and other
documents (and all amendments in supplements thereto, including, but not limited
to, items incorporated by

EXECUTION VERSION

                                      A-2


reference into such statements, reports, schedules, forms and other documents)
filed by the Company with the SEC since January 1, 2001.

      "COMPANY SOFTWARE" shall mean Software owned by the Company including all
Intellectual Property, class libraries, Company-written reusable software
components, database schemas, specifications, algorithms and formulas embodied
or contained therein.

      "COMPANY STOCKHOLDER" shall mean a holder of shares of Company Common
Stock.

      "COMPANY'S STOCK OPTION PLANS" shall mean those plans delivered to Parent
and Acquisition Sub pursuant to Section 3.2(b) of this Agreement.

      "COMPANY STOCK OPTIONS" shall mean all of the Company Options other than
the Company Warrants.

      "COMPANY STOCKHOLDERS' MEETING" shall have the meaning set forth in
Section 6.1(a) of this Agreement.

      "COMPANY WARRANTS" shall have the meaning set forth in Section 6.3(c).

      "CONFIDENTIALITY AGREEMENT" shall mean the Confidentiality Agreement,
dated June 14, between the Company and Parent.

      "CONSENT" shall mean any consent, approval, order or authorization
(including any Governmental Authorization) of, or any declaration, filing or
registration with, or any application, notice or report to, or any waiver by, or
any other action (whether similar or dissimilar to any of the foregoing) of, by
or with, any Person, which is necessary in order to take a specified action or
actions in a specified manner and/or to achieve a specified result.

      "CONTINUING EMPLOYEES" shall have the meaning set forth in Section 6.4 of
this Agreement.

      "CONTRACT" shall mean any written or oral contract, agreement, instrument,
order, arrangement, commitment or understanding of any nature, including sales
orders, purchase orders, leases, subleases, data processing agreements,
maintenance agreements, license agreements, sublicense agreements, loan
agreements, promissory notes, instruments, security agreements, pledge
agreements, deeds, mortgages, guaranties, indemnities, warranties, employment
agreements, consulting agreements, sales representative agreements, joint
venture agreements, buy-sell agreements, options or warrants.

      "CONTRACT RIGHT" shall mean any right, power or remedy of any nature under
any Contract, including rights to receive property or services or otherwise
derive benefits from the payment, satisfaction or performance of another party's
Obligations, rights to demand that another party accept property or services or
take any other actions, and rights to pursue or exercise remedies or options.

      "COPYRIGHTS" shall mean all domestic and foreign copyright interests in
any original work of authorship fixed in a tangible medium of expression,
whether registered or unregistered,

EXECUTION VERSION

                                      A-3


including but not limited to all copyright registrations or foreign equivalent,
all applications for registration or foreign equivalent, all moral rights, all
common-law rights, and all rights to register and obtain renewals and extensions
of copyright registrations, together with all other copyright interests accruing
by reason of international copyright convention, together with all income,
royalties, damages and payments now or hereafter due or payable with respect
thereto and the right to sue for past, present, or future infringement and to
collect and retain all damages and profits therefor.

      "DISSENTING SHARES" shall have the meaning set forth in Section 2.7(a) of
this Agreement.

      "DGCL" shall have the meaning set forth in Section 2.1 of this Agreement.

      "DOCUMENTATION" will be deemed to mean those materials developed for use
in connection with a particular software in order to explain, instruct or
clarify the operation, function, programming or features of the particular
software. Without limiting the generality of the foregoing, Documentation also
includes user and programming manuals, programmer notes, flow charts,
schematics, illustrations, logic diagrams, descriptions of data flows, data
structures, operating instructions, input information, training documents and
format and technical and functional specifications.

      "EFFECTIVE TIME" shall have the meaning set forth in Section 2.3 of this
Agreement.

      "EMPLOYEE BENEFIT PLAN" shall mean any employee benefit plan as defined in
Section 3(3) of ERISA, and any other plan, program, policy or arrangement for or
regarding bonuses, commissions, incentive compensation, severance, vacation,
deferred compensation, profit sharing, retirement, payroll savings, stock
options, stock purchases, stock awards, stock ownership, phantom stock, stock
appreciation rights, medical/dental expense payment or reimbursement, disability
income or protection, sick pay, group insurance, death benefits, employee
welfare or fringe benefits of any nature; but excluding employment Contracts
with individual employees.

      "ENCUMBRANCE" shall mean any lien, pledge, easement, Obligation,
hypothecation, charge, mortgage, security interest, encumbrance, claim,
infringement, interference, option, right of first refusal, preemptive right,
community property interest, understanding or arrangement imposing restrictions
on title or use or other restrictions of any nature whatsoever (including any
restriction on the voting of any security, any restriction on the transfer of
any security or other asset, any restriction on the receipt of any income
derived from any asset, any restriction on the use of any asset and any
restriction on the possession, exercise or transfer of any other attribute of
ownership of any asset).

      "ENTITY" shall mean any corporation (including any non-profit
corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, company (including any company
limited by shares, limited liability company or joint stock company), firm,
society or other enterprise, association, organization or entity.

EXECUTION VERSION

                                      A-4


      "ENVIRONMENTAL LAWS" means all United States federal, state or local or
foreign laws relating to pollution or protection of human health or the
environment (including ambient air, surface water, groundwater, land surface or
subsurface strata), including laws relating to emissions, discharges, releases
or threatened releases of Hazardous Materials into the environment, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials, as well as all
authorizations, codes, decrees, demands or demand letters, injunctions,
judgments, licenses, notices, orders, permits, plans or regulations issued,
entered, promulgated or approved thereunder.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

      "ERISA AFFILIATE" shall mean any business or Entity that is a member of a
"controlled group of corporations" under "common control" or an "affiliated
service group" with a company or Entity within the meaning of any of Sections
414(b), (c), or (m) of the Code, or that is required to be aggregated with a
company or Entity under Section 414(o) of the Code.

      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

      "EXPIRATION DATE" shall have the meaning set forth in Section 1.1(c) of
this Agreement.

      "FAIRNESS OPINION" shall have the meaning set forth in Section 3.22 of
this Agreement.

      "FINAL TAX DATE" shall mean the date immediately preceding the Closing.

      "FULLY DILUTED NUMBER OF COMPANY SHARES" shall mean the sum of (i) the
aggregate number of shares of Company Common Stock outstanding immediately prior
to the acceptance of shares of Company Common Stock pursuant to the Offer, plus
(ii) the aggregate number of shares of Company Common Stock issuable upon the
exercise of any option, warrant, other right to acquire capital stock of the
Company or other security exercisable or convertible for shares of Company
Common Stock or other capital stock of the Company outstanding immediately prior
to the acceptance of shares of Company Common Stock pursuant to the Offer;
provided however, for purposes of clause (ii) that portion of any option,
warrant or other right that is not vested or exercisable immediately prior to
the acceptance of shares of Company Common Stock pursuant to the Offer, shall
not be deemed outstanding.

      "GAAP" shall mean generally accepted accounting principles under current
United States accounting rules and regulations, consistently applied throughout
the periods covered. In no event shall the consistent application of the
historical accounting policies used by the Company have priority over GAAP,
regardless of materiality.

      "GOVERNMENTAL AUTHORIZATION" shall mean any: (a) Permit, license,
certificate, franchise, permission, variance, clearance, registration,
qualification or authorization issued, granted, given or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Law; or (b) right under any Contract with any Governmental Body (other than
rights to receive payments or other benefits under any Contract pursuant to
which a Governmental Body is only a customer of an Acquired Company in the
ordinary course of business).

EXECUTION VERSION

                                      A-5


      "GOVERNMENTAL BODY" shall mean any: (a) nation, state, commonwealth,
province, territory, county, municipality, district or other jurisdiction of any
nature; (b) federal, state, local, municipal, foreign or other government; or
(c) governmental or quasi-governmental authority of any nature (including any
governmental division, department, agency, commission, self-regulatory
organization, instrumentality, official, ministry, fund, foundation, center,
organization, unit, body or Entity and any court or other tribunal).

      "HAZARDOUS MATERIALS" shall mean chemicals, pollutants, contaminants, or
industrial, toxic or hazardous substances or wastes.

      "HIPAA" shall mean the Health Insurance Portability and Accountability Act
of 1996, as amended.

      "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust Improvement Act of
1976, as amended.

      "INCLUDE" and "INCLUDING" shall mean including but not limited to.

      "INDEMNIFIED PERSONS" shall have the meaning set forth in Section 6.5(a)
of this Agreement.

      "INDEPENDENT DIRECTORS" shall have the meaning set forth in Section 1.3(c)
of this Agreement.

      "INSURANCE POLICY" shall mean any public liability, product liability,
general liability, comprehensive, property damage, vehicle, life, hospital,
medical, dental, disability, worker's compensation, key man, fidelity bond,
theft, forgery, errors and omissions, directors' and officers' liability, or
other insurance policy of any nature.

      "INTANGIBLE" shall mean any name, corporate name, fictitious name,
trademark, trademark application, service mark, service mark application, trade
name, brand name, product name, slogan, trade secret, know-how, patent, patent
application, copyright, copyright application, design, logo, formula, invention,
product right, technology or other intangible asset of any nature, whether in
use, under development or design, or inactive.

      "INTELLECTUAL PROPERTY" shall mean Patent Rights, Trademark Rights,
Copyrights, Know-How, Software, Trade Secrets, Inventions and includes without
limitation, internet domain name registrations, designs, blueprints, drawings,
proprietary right or other intellectual property right or intangible asset or
right to use or exploit any of the foregoing.

      "INTELLECTUAL PROPERTY LICENSES" shall have the meaning set forth in
Section 3.12(e) of this Agreement.

      "INVENTIONS" shall mean and includes novel devices, processes,
compositions of matter, methods, techniques, observations, discoveries,
apparatuses, designs, expressions, theories and ideas, whether or not
patentable.

EXECUTION VERSION

                                      A-6


      "ITM OPTION" shall mean a Company Option that is outstanding and valid
immediately prior to the Effective Time and that has an exercise price less that
is than the Per Share Amount.

      "ITM OPTIONHOLDER" shall mean a holder of an ITM Option.

      "JUDGMENT" shall mean any order, writ, injunction, citation, award, decree
or other judgment of any nature of any Governmental Body.

      "KEY EMPLOYEE" shall mean a management or higher level employee earning an
annual base salary equal to or greater than $150,000.

      "KNOW-HOW" shall mean scientific, engineering, mechanical, electrical,
financial, marketing or practical knowledge or experience useful in the
operation of the Company.

      "LATEST BALANCE SHEET" shall have the meaning set forth in Section 3.5(b)
of this Agreement.

      "LAW" shall mean any federal, state, local, municipal, foreign or other
law, statute, charter, constitution, treaty, principle of common law,
resolution, ordinance, code, edict, decree, rule, regulation, guidelines, ruling
or requirement issued, enacted, adopted, promulgated, implemented or otherwise
put into effect by or under the authority of any Governmental Body (or under the
authority of the Nasdaq National Market System or NYSE).

      "LICENSED INTELLECTUAL PROPERTY" shall have the meaning set forth in
Section 3.12(e) of this Agreement.

      "MATERIAL ADVERSE EFFECT" shall mean an event, occurrence, violation,
inaccuracy, circumstance or other matter, if such event, occurrence, violation,
inaccuracy, circumstance or other matter (considered alone or together with any
other matter or matters) had or would reasonably be expected to have a material
adverse effect on (i) the business, financial condition, revenues,
capitalization, assets, liabilities, operations, results of operations, or
financial performance of the Acquired Companies taken as a whole (ii) the
ability of the Company to consummate the Merger or any of the other transactions
contemplated by the Agreement or to perform any of its material obligations
under the Agreement, or (iii) Parent's or Acquisition Sub's ability to vote,
receive dividends with respect to or otherwise exercise ownership rights with
respect to the stock of the Company or the Surviving Corporation; provided,
however, that in determining whether there has been a Material Adverse Effect,
any adverse effects resulting from or attributable to the following shall be
disregarded: (A) general economic conditions or general conditions in the
industry in which the Acquired Companies do business, except where the Acquired
Companies are disproportionately impacted, (B) the public announcement of the
transactions contemplated by this Agreement insofar as it negatively impacts the
Acquired Companies' relationship with any competitor of Parent and its
Subsidiaries (C) compliance with the terms of, or the taking of any action
required by, this Agreement, (D) any change in accounting requirements or
principles required by GAAP after consulting with Parent or any change in
applicable Laws and (E) actions required to be taken under applicable Laws.

      "MATERIAL CLIENTS" shall have the meaning set forth in Section 3.26 of
this Agreement.

EXECUTION VERSION

                                      A-7


      "MATERIAL SUBCONTRACTORS" shall have the meaning set forth in Section 3.25
of this Agreement.

      "MATERIAL SUPPLIERS" shall have the meaning set forth in Section 3.26 of
this Agreement.

      "MERGER" shall have the meaning set forth in the Background section of
this Agreement.

      "MERGER CONSIDERATION" shall have the meaning set forth in Section
2.5(a)(ii) of this Agreement.

      "MINIMUM CONDITION" shall have the meaning set forth in Section 1.1(b) of
this Agreement.

      "NASD" shall mean the National Association of Securities Dealers, Inc.

      "NASDAQ" shall mean the Nasdaq National Market.

      "NECESSARY CONSENT" shall have the meaning set forth in Section 3.21(v) of
this Agreement.

      "NYSE" shall mean the New York Stock Exchange, Inc.

      "OBLIGATION" shall mean any debt, liability or obligation of any nature,
whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated,
accrued, absolute, fixed, contingent, ascertained, unascertained, known,
asserted or unasserted, due or to become due, unknown or otherwise.

      "OFFER" shall have the meaning set forth in the Background section of this
Agreement.

      "OFFER DOCUMENTS" shall have the meaning set forth in Section 1.1(d) of
this Agreement.

      "OFFER STATEMENT" shall have the meaning set forth in Section 1.1(d) of
this Agreement.

      "OPERATING SUB" shall have the meaning set forth in Section 3.2(a) of this
Agreement.

      "OPTIONHOLDER'S LETTER" shall have the meaning set forth in Section
6.3(d).

      "OWNED INTELLECTUAL PROPERTY" shall have the meaning set forth in Section
3.12(b) of this Agreement.

      "PARENT" shall have the meaning set forth in the recitals.

      "PARENT 401(k) PLAN" shall have the meaning set forth in Section 6.4 of
this Agreement.

      "PATENT RIGHTS" shall mean and includes all domestic and foreign patents
(including without limitation certificates of invention and other patent
equivalents), provisional applications, patent applications and patents issuing
therefrom as well as any division, continuation or continuation in part,
reissue, extension, reexamination, certification, revival or renewal of any
patent, all Inventions and subject matter related to such patents, in any and
all

EXECUTION VERSION

                                      A-8


forms, together with all income, royalties, damages and payments now or
hereafter due or payable with respect thereto and the right to sue for past,
present, or future infringement and to collect and retain all damages and
profits therefor.

      "PAYING AGENT" shall have the meaning set forth in Section 2.6(a) of this
Agreement.

      "PENSION PLAN" shall have the meaning set forth in Section 3.15(a) of this
Agreement.

      "PERMIT" shall mean any license, permit, approval, waiver, order,
authorization, right or privilege of any nature, granted, issued, approved or
allowed by any Governmental Body.

      "PERMITTED ENCUMBRANCES" shall mean Encumbrances (i) for Taxes,
governmental charges, assessments or levies, provided that such Taxes,
governmental charges, assessments or levies are not yet due or are being
contested in good faith by appropriate Proceedings; (ii) deposits, Encumbrances
to secure payments of workmen's compensation, public liability, unemployment and
other similar insurance, (iii) mechanics', workmen's materialmen's, repairmen's,
warehousemen's, vendors' or carriers' Encumbrances, or other similar
Encumbrances arising in the ordinary course of business consistent with past
practices and securing sums which are not past due or are being contested in
good faith by appropriate Proceedings and has been disclosed to Parent; (iv)
purchase money Encumbrances upon any fixed or capital assets, the payments of
which are not yet due and are included in the Latest Balance Sheet; and (v)
Encumbrances that do not detract from the value or interfere with the use by the
Acquired Companies of their Assets.

      "PERSON" shall mean any individual, Entity or Governmental Body.

      "PER SHARE AMOUNT" shall have the meaning set forth in the Background
section of this Agreement.

      "PROCEEDING" shall mean any demand, claim, suit, action, litigation,
investigation, arbitration, administrative hearing, audit or other proceeding of
any nature (including any civil, criminal, administrative, investigative, or
appellate proceeding).

      "PROPOSALS" shall have the meaning set forth in Section 3.27 of this
Agreement.

      "PROXY STATEMENT" shall mean the proxy or information statement of the
Company to be sent to the Company Stockholders in connection with the Company
Stockholders' Meeting.

      "REAL PROPERTY" shall mean any real estate, land, building, condominium,
town house, structure or other real property of any nature, all shares of stock
or other ownership interests in cooperative or condominium associations or other
forms of ownership interest through which interests in real estate may be held,
and all appurtenant and ancillary rights thereto, including easements,
covenants, water rights, sewer rights and utility rights.

      "REAL PROPERTY LEASES" shall have the meaning set forth in Section 3.6 of
this Agreement.

EXECUTION VERSION

                                      A-9


      "RELATED PARTY" shall mean (a) any of the Company's directors or executive
officers; (b) any nominee for election as a director of the Company; (c) any
security holder of the Company who is known to the Company to own of record or
beneficially more than five percent of any class of the registrant's voting
securities; and (d) any member of the immediate family of any of the foregoing.

      "REPRESENTATIVES" shall have the meaning set forth in Section 5.2(a) of
this Agreement.

      "REQUIRED COMPANY STOCKHOLDER VOTE" shall have the meaning set forth in
Section 3.20(b) of this Agreement.

      "SCHEDULE 14D-9" shall have the meaning set forth in Section 1.2(b) of
this Agreement.

      "SEC" shall mean the United States Securities and Exchange Commission.

      "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

      "SOFTWARE" shall mean (i) any and all computer software, including all
Source Code and object code, (ii) machine readable databases and compilations,
including any and all data and collections of data and (iii) Documentation.

      "SOURCE CODE" will be deemed to mean the instruction set for the
applicable software, or portion thereof, including comments and procedural code,
such as compilation switches, job control language statements and a description
of the system/program generation procedure, in a form intelligible to human
programmers and capable of being readily translated into object code for
execution on computer equipment through assembly or compiling, together with the
documentation required to facilitate such translation, assembly and compiling;
including, without limitation, programmers' notes, technical and functional
specifications, flow charts, schematics, test programs, statements of principles
of operations, architectural and design standards and descriptions of data
flows, data structures and control logic.

      "SOX" shall mean the Sarbanes-Oxley Act of 2002.

      "SPECIFIED CONTRACTS" shall have the meaning set forth in Section 3.13(a)
of this Agreement.

      "SUBLEASES" shall have the meaning set forth in Section 3.10(c) of this
Agreement.

      "SUBSEQUENT OFFERING PERIOD" shall have the meaning set forth in Section
1.1(c) of this Agreement.

      "SUBSIDIARY" shall mean the following: an entity shall be deemed to be a
"Subsidiary" of another Person if such Person directly or indirectly owns or
purports to own, beneficially or of record, (a) an amount of voting securities
of other interests in such Entity that is sufficient to enable such Person to
elect at least a majority of the members of such Entity's board of directors or
other governing body, or (b) at least 50% of the outstanding equity or financial
interests of such Entity.

EXECUTION VERSION

                                      A-10


      "SUPERIOR PROPOSAL" shall have the meaning set forth in Section 5.3(d) of
this Agreement.

      "SURVIVING BYLAWS" shall have the meaning set forth in Section 2.4(b) of
this Agreement.

      "SURVIVING CHARTER" shall have the meaning set forth in Section 2.4(a) of
this Agreement.

      "SURVIVING CORPORATION" shall have the meaning set forth in Section 2.1 of
this Agreement.

      "TAIL POLICY" shall have the meaning set forth in Section 6.5(b) of this
Agreement.

      "TAKEOVER LAWS" shall have the meaning set forth in Section 3.19 of this
Agreement.

      "TANGIBLE PROPERTY" shall mean any furniture, fixtures, leasehold
improvements, vehicles, office equipment, computer equipment, other equipment,
machinery, tools, forms, supplies or other tangible personal property of any
nature.

      "TAX" shall mean (i) all taxes (whether United States federal, state or
local or foreign) based upon or measured by income and any other tax whatsoever,
including gross receipts, profits, sales, use, occupation, value added, ad
valorem, transfer, franchise, withholding, payroll, employment, excise, or
property taxes, together with any interest or penalties imposed with respect
thereto; and (ii) any obligations under any agreements or arrangements with
respect to any taxes described in clause (i) above.

      "TAX RETURN" shall mean any report, return (including any information
return), report, statement, declaration, estimate, schedule, notice,
notification, form, election, certificate or other document or information filed
with or submitted to, or required to be filed with or submitted to, any
Governmental Body in connection with the determination, assessment, collection
or payment of any Tax or in connection with the administration, implementation
or enforcement of or compliance with any Law relating to any Tax, including,
without limitation, combined, unitary or consolidated returns for any group of
entities.

      "TENDER AND VOTING AGREEMENT" shall have the meaning set forth in the
Background section of this Agreement.

      "TERMINATION FEE" shall have the meaning set forth in Section 8.3(b) of
this Agreement.

      "TOP-UP OPTION" shall have the meaning set forth in Section 1.4(a) of this
Agreement.

      "TOP-UP OPTION SHARES" shall have the meaning set forth in Section 1.4(a)
of this Agreement.

      "TRADE SECRETS" shall mean any formula, design, device or compilation, or
other information which is used or held for use by a business, which gives the
holder thereof an advantage or opportunity for advantage over competitors which
do not have or use the same, and

EXECUTION VERSION

                                      A-11


which is not generally known by the public. Trade Secrets can include, by way of
example, formulas, market surveys, market research studies, information
contained on drawings and other documents, and information relating to research,
development or testing.

      "TRADEMARK RIGHTS" shall mean and includes all domestic and foreign
trademarks, trade dress, service marks, trade names, icons, logos, slogans, and
any other indicia of source or sponsorship of goods and services, designs and
logotypes related to the above, in any and all forms, whether registered or
unregistered, and all trademark registrations and applications for registration
related to such trademarks (including, but not limited to intent to use
applications), together with any and all accounts, contract rights, warranties,
litigation claims and rights, and the right to sue for past, present, or future
infringement and to collect and retain all damages and profits therefore and all
income, royalties, damages and payments now or hereafter due or payable with
respect thereto.

      "TRIGGERING EVENT" shall be deemed to have occurred if: (i) the Company
Board has failed to include in the Schedule 14D-9 or the Proxy Statement the
Company Board Recommendation; (ii) the Company Board shall have failed to
recommend that the Company Stockholders accept the Offer and tender their shares
of Company Common Stock pursuant to the Offer or vote to adopt the Agreement, or
shall have withdrawn, modified or qualified the Company Board Recommendation in
a manner adverse to Parent; (iii) the Company Board approves or recommends or
publicly proposes to approve or recommend any Acquisition Proposal; (iv) the
Company Board approves or recommends or proposes to approve or recommends or the
Company enters into or executes any letter of intent, agreement in principle,
merger agreement, acquisition agreement, option agreement or other similar
Contract relating to any Acquisition Proposal (other than a confidentiality
agreement that is entered into in accordance with Section 5.3(a)); (v) a tender
or exchange offer relating to securities of the Company shall have been
commenced and the Company shall not have sent to the Company Stockholders,
within five Business Days after the commencement of such tender or exchange
offer, a statement disclosing that the Company recommends rejection of such
tender or exchange offer; (vi) the Company Board shall have refused to affirm
the Company Board Recommendation within five Business Days of any written
request from Parent; or (vii) the Company breaches any of its obligations under
Section 5.3 that results in any Person proposing an Acquisition Proposal.

      "WELFARE PLAN" shall have the meaning set forth in Section 3.15(a) of this
Agreement.

      "WILLIAM BLAIR" shall mean William Blair & Company, L.L.C., financial
advisor to the Company.

EXECUTION VERSION

                                      A-12


                                    EXHIBIT B

            LIST OF PERSONS ENTERING INTO TENDER AND VOTING AGREEMENT


Richard D. Helppie, Jr.*
Charles O. Bracken
George S. Huntzinger
Richard P. Saslow
John L. Silverman
Douglas S. Peters
Reginald M. Ballantyne, III
Satish K. Tyagi
Susan M. Synor
Ronald Aprahamian*
Richard R. Sorensen


* Together with all trusts and joint owners.

EXECUTION VERSION

                                       B-1


                                     ANNEX I

                             CONDITIONS OF THE OFFER

      Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Agreement and Plan of Merger (the "AGREEMENT") of
which this Annex I is a part. Notwithstanding any other provision of the Offer,
Acquisition Sub shall not be required to accept for payment or, subject to any
applicable rules and regulations of the SEC, including Rule 14e-1(c) under the
Exchange Act (relating to Acquisition Sub's obligation to pay for or return
tendered shares of Company Common Stock promptly after termination or withdrawal
of the Offer), pay for, and may delay the acceptance for payment of or, subject
to any applicable rules and regulations of the SEC, the payment for, any
tendered shares of Company Common Stock, and may amend the Offer consistent with
the terms of the Agreement or terminate the Offer and not accept for payment any
tendered shares of Company Common Stock, if (i) the Minimum Condition shall not
have been satisfied at the time of expiration of the Offer, as it may be
extended, or (ii) on any scheduled expiration date any of the following events
or circumstances shall occur or exist or shall be reasonably and in good faith
determined by Parent or Acquisition Sub to have occurred or exist:

      (a) any waiting period under any applicable antitrust Law or regulation
(including the HSR Act) or other Law shall not have expired or been terminated
or any Consent required under any applicable antitrust Law or regulation or
other Law shall not have been obtained;

      (b) any representations and warranties of the Company set forth in Section
3.2 of the Agreement shall not be true and correct in any material respect as of
the date of determination;

      (c) any of the representations and warranties of the Company set forth in
the Agreement (other than the representations and warranties set forth in
Section 3.2 of the Agreement), when read without any exception or qualification
as to materiality or Material Adverse Effect, shall not be true and correct as
of the date of determination, as if such representations and warranties were
made at the time of such determination (except as to any such representation or
warranty which speaks as of a specific date, which must be untrue or incorrect
as of such specific date), except where the failure to be so true and correct
would not, individually or in the aggregate, reasonably be expected to (i) have
a Material Adverse Effect, (ii) have a material adverse effect on Parent; (iii)
prevent or materially delay the consummation of the Offer, or (iv) materially
increase the cost to Acquisition Sub of consummating the Offer;

      (d) the Company shall have not performed or not complied with all
agreements and covenants required to be performed by it under the Agreement,
when read without any exception or qualification as to materiality or Material
Adverse Effect, but only if the effect of such nonperformance or noncompliance,
as the case may be, would individually or in the aggregate, reasonably be
expected to (i) have a Material Adverse Effect, (ii) have a material adverse
effect on Parent, (iii) prevent or materially delay the consummation of the
Offer, or (iv) materially increase the cost to Acquisition Sub of consummating
the Offer;

      (e) the Company shall not have furnished Parent with a certificate dated
as of the date of determination signed on its behalf by its Chief Executive
Officer or any Vice President, in

EXECUTION VERSION

                                        i


such capacity but not as individuals (in the absence of fraud), to the effect
that the conditions set forth in items (b), (c) and (d) of this Annex I have
been satisfied;

      (f) since the date of the Agreement, there shall have occurred any
Material Adverse Effect;

      (g) the Company shall not have delivered to Parent any consents or waivers
necessary under any material Contract specified by Parent in writing (including
an e-mail or facsimile to the CEO of the Company) to the Company prior to the
date hereof to ensure that any such Contract will not, as a result of the
consummations of the transactions contemplated by this Agreement, be terminated,
or be amended, altered or modified to decrease any of the Acquired Company's
rights under such Contracts or increase any of the Acquired Company's
liabilities or obligations under such Contracts, or grant any other Person any
additional rights under such Contracts or decrease any other Person's
liabilities or obligations under such Contracts;

      (h) any temporary restraining order, preliminary or permanent injunction
or other order preventing the consummation of the Offer or the Merger or any of
the other transactions contemplated by the Agreement shall have been issued by
any court of competent jurisdiction and remain in effect, or there shall be any
Law enacted or deemed in writing to be applicable by a Governmental Body to the
Offer or the Merger or any of the other transactions contemplated by the
Agreement that makes consummation of the Offer, the Merger or any of the other
transactions contemplated by the Agreement illegal;

      (i) there shall be pending or threatened any Proceeding in which a
Governmental Body is or is threatened to become a party or is otherwise involved
or either Parent or the Company shall have received a written communication from
any Governmental Body in which such Governmental Body indicates the intention of
commencing any Proceeding or taking any other action: (i) challenging or seeking
to restrain or prohibit the consummation of the Offer or the Merger or any of
the other transactions contemplated by the Agreement; (ii) relating to the Offer
or the Merger or any of the other transactions contemplated by the Agreement and
seeking to obtain from Parent or any of the Acquired Companies, any damages or
other relief that would be material to Parent or the Acquired Companies; (iii)
seeking to prohibit or limit in any material respect Parent's or Acquisition
Sub's ability to vote, receive dividends with respect to or otherwise exercise
ownership rights with respect to the stock of the Company or the Surviving
Corporation; (iv) that could materially and adversely affect the right of Parent
or any of the Acquired Companies to own the assets or operate the business of
the Acquired Companies; or (v) seeking to compel any of the Acquired Companies,
Parent or any Subsidiary of Parent to dispose of or hold separate any material
assets as a result of the Offer or the Merger or any of the other transactions
contemplated by the Agreement;

      (j) there shall be pending any Proceeding in which, in the reasonable good
faith judgment of Parent, there is a reasonable possibility of an outcome that
could have a Material Adverse Effect or a material adverse effect on Parent: (i)
challenging or seeking to restrain or prohibit the consummation of the Offer or
the Merger or any of the other transactions contemplated by the Agreement; (ii)
relating to the Offer or the Merger or any of the other transactions
contemplated by the Agreement and seeking to obtain from Parent or any of the
Acquired Companies, any damages or other relief that would be material to Parent
or the

EXECUTION VERSION

                                       ii


Acquired Companies; (iii) seeking to prohibit or limit in any material respect
Parent's or Acquisition Sub's ability to vote, receive dividends with respect to
or otherwise exercise ownership rights with respect to the stock of the Company
or the Surviving Corporation; (iv) that would materially and adversely affect
the right of Parent or any of the Acquired Companies, to own the assets or
operate the business of any of the Acquired Companies; or (v) seeking to compel
any of the Acquired Companies, Parent or any Subsidiary of Parent to dispose of
or hold separate any material assets as a result of the Offer or the Merger or
any of the other transactions contemplated by the Agreement.

      (k) there shall have occurred and be continuing: (i) (A) any general
suspension of trading in, or limitation on prices for, securities on NYSE or the
Nasdaq Stock Market for a period equal to or in excess of 48 hours (excluding
any organized halt triggered solely as a result of a specified decrease in a
market index or suspensions or limitations resulting solely from physical
damage, technological or software breakdowns or malfunctions or interference
with such exchange not related to market conditions) or (B) any decline in any
of the Dow Jones Industrial Average, the Standard & Poors Index of 500
Industrial Companies, or the Nasdaq Composite Index in excess of 25% measured
from the close of business on the date of the Agreement; or (ii) a declaration
by a Governmental Body of a banking moratorium or any suspension of payments in
respect of banks in the United States, which in any case would reasonably be
expected to have a Material Adverse Effect or could materially adversely affect
Parent's or Acquisition Sub's ability to consummate the Offer or the Merger;

      (l) the Agreement shall have been terminated in accordance with its terms;
or

      (m) a Triggering Event shall have occurred.

EXECUTION VERSION

                                       iii

EX-99.(D)(2)

                                                                  EXHIBIT (d)(2)


                           FORM OF TENDER AND VOTING AGREEMENT

         This Tender and Voting Agreement, dated as of December 17, 2004 (this
"AGREEMENT"), is made by and among Affiliated Computer Services, Inc., a
Delaware corporation ("PARENT"), ACS Merger Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("ACQUISITION SUB"), Superior Consultant
Holdings Corporation, a Delaware corporation (the "COMPANY"); and ____________,
a stockholder of the Company ("STOCKHOLDER").

                                   WITNESSETH:

         WHEREAS Parent, Acquisition Sub and the Company are entering into an
Agreement and Plan of Merger, dated as of the date hereof (as it may be amended
from time to time, the "MERGER AGREEMENT"), pursuant to which (i) Acquisition
Sub shall commence a cash tender offer (as such tender offer may hereafter be
amended from time to time in accordance with the Merger Agreement, the "OFFER")
to acquire all of the issued and outstanding shares of common stock, par value
$0.01 per share, of the Company ("COMPANY COMMON STOCK") in exchange for $8.50
per share in cash (the "OFFER PRICE") in accordance with and subject to the
terms and conditions of the Merger Agreement and the Offer; and (ii) following
consummation of the Offer, Acquisition Sub shall merge with and into the Company
(the "MERGER"); and

         WHEREAS, as a condition to entering into the Merger Agreement and
incurring the obligations set forth therein, including the Offer, Parent and
Acquisition Sub have required that Stockholder agree to enter into this
Agreement and certain other Company Stockholders to enter into comparable Tender
and Voting Agreements; and

         WHEREAS, Stockholder wishes to induce Parent and Acquisition Sub to
enter into the Merger Agreement and, therefore, Stockholder is willing to enter
into this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01 Certain Definitions.

         For purposes of this Agreement:

         (a) Stockholder shall be deemed to "OWN" or to have acquired
"OWNERSHIP" of a security if Stockholder: (i) is the record owner of such
security; or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) of such security.

         (b) "SUBJECT SECURITIES" means: (i) all securities (as that term is
defined in Section 3(a)(10) of the Exchange Act) of the Company (including all
shares of Company Common Stock and all options, warrants, and other rights to
acquire shares of Company Common Stock) Owned by Stockholder as of the date of
this Agreement and (ii) all additional securities of the Company





(including all additional shares of Company Common Stock and all additional
options, warrants, and other rights to acquire shares of Company Common Stock)
of which Stockholder acquires Ownership during the period from the date of this
Agreement through the Termination Date.

         (c) "SUBJECT SHARES" means (i) all shares of Company Common Stock Owned
by Stockholder as of the date of this Agreement; and (ii) all additional shares
of Company Common Stock of which Stockholder acquires Ownership during the
period from the date of this Agreement through the Termination Date.

                                   ARTICLE II

                                TENDER OF SHARES

         SECTION 2.01 Tender of Shares. Stockholder agrees (i) to promptly (and
in any event, not later than two Business Days after commencement of the Offer)
validly tender or cause to be validly tendered into the Offer, pursuant to and
in accordance with the terms of the Offer, and not withdraw or cause to be
withdrawn, all of the Subject Shares Owned by Stockholder as of the date of this
Agreement (free and clear of any Encumbrances) and (ii) if Stockholder acquires
Ownership of any additional Subject Shares after the date of this Agreement, to
promptly (and in any event not later than one Business Day after Stockholder
acquires Ownership of such additional Subject Shares) validly tender or cause to
be validly tendered into the Offer, pursuant to and in accordance with the terms
of the Offer, and not withdraw or cause to be withdrawn, all of such additional
Subject Shares Owned by Stockholder (free and clear of any Encumbrances).
Stockholder acknowledges and agrees that Acquisition Sub's obligation to accept
for payment shares of Company Common Stock in the Offer, including any Subject
Shares tendered by a Stockholder, is subject to the terms and conditions of the
Merger Agreement and the Offer.

                                   ARTICLE III

                           VOTING AGREEMENT AND PROXY

         SECTION 3.01 Voting Agreement. Stockholder hereby agrees that, from and
after the date hereof and until the earlier of (x) the Effective Time or (y) the
termination of the Merger Agreement pursuant to its terms (such earlier date,
the "TERMINATION DATE"), at any meeting of the Company Stockholders, however
called, and at every adjournment or postponement thereof, it will cause the
Subject Shares to be counted as present (or absent if requested by Parent or
Acquisition Sub) thereat for purposes of establishing a quorum and to vote or
consent and that at any meeting of Company Stockholders, however called, and in
any action by consent of the Company Stockholders, Stockholder shall vote (or
cause to be voted or execute a consent with respect to) all of the Subject
Securities (a) in favor the approval and adoption of the Merger Agreement and
the terms thereof, the Merger and all the transactions contemplated by the
Merger Agreement and this Agreement and otherwise in such manner as may be
necessary to consummate the Merger; (b) against any action, proposal, agreement
or transaction that would result in a breach of any covenant, obligation,
agreement, representation or warranty of the Company under the Merger Agreement
or of Stockholder contained in this Agreement; and (c) against any action,
agreement, transaction (other than the Merger Agreement or the transactions



                                       2


contemplated thereby) or proposal (including any Acquisition Proposal, other
than a Superior Proposal (as each such term is defined in the Merger Agreement))
that could reasonably be expected to result in any of the conditions to the
Offer or to the Company's obligations under the Merger Agreement not being
fulfilled or that is intended, or could reasonably be expected, to impede,
interfere, delay, discourage or adversely affect the Merger Agreement, the
Offer, the Merger or this Agreement. Any vote by Stockholder that is not in
accordance with this SECTION 3.01 shall be considered null and void.

         SECTION 3.02 In furtherance of the agreements set forth in SECTION 3.01
of this Agreement and as security for such agreements, Stockholder hereby
irrevocably appoints William L. Deckelman and John H. Rexford (the "GRANTEES"),
and each of them individually, as the sole and exclusive attorneys-in-fact and
proxies of Stockholder, for and in the name, place and stead of Stockholder,
with full power of substitution and resubstitution, to vote, grant a consent or
approval in respect of, or execute and deliver a proxy to vote the Subject
Securities (a) in favor of the various transactions contemplated by the Merger
Agreement and against any Acquisition Proposal (other than a Superior
Proposal), including, without limitation, those matters contemplated by SECTION
3.01 above or (b) in the discretion of the Grantees with respect to any
proposed postponements or adjournments of any annual or special meeting of the
Company Stockholders held in connection with any of the events described in
SECTION 3.01. Stockholder hereby affirms that the irrevocable proxy set forth
in this SECTION 3.02 (the "IRREVOCABLE PROXY") is given in connection with, and
in consideration of, the execution of the Merger Agreement by Parent and
Acquisition Sub, and that such Irrevocable Proxy is given to secure the
performance of the duties of Stockholder under this Agreement. Stockholder
hereby further confirms that the Irrevocable Proxy is coupled with an interest
and may under no circumstances be revoked, except upon the termination of this
Agreement as stated herein. Stockholder shall, at Stockholder's own expense,
perform such further acts and execute such further proxies and other documents
and instruments as may reasonably be required to vest in Parent the power to
carry out and give effect to the provisions of this Agreement. Stockholder
shall not enter into any tender, voting or other agreement, or grant a proxy or
power of attorney, with respect to any of the Subject Securities that is
inconsistent with this Agreement or otherwise take any other action with
respect to the Subject Shares that would, in any way, restrict, limit or
interfere with the performance of Stockholder's obligations hereunder or the
transactions contemplated hereby.

                                   ARTICLE IV

                           WAIVER OF APPRAISAL RIGHTS

         Stockholder hereby irrevocably and unconditionally waives, and agrees
to cause to be waived and to prevent the exercise of, any appraisal and any
dissenters' rights relating to the Merger that Stockholder or any other Person
may have by virtue of, or with respect to, any shares of Company Common Stock
Owned by Stockholder.



                                       3


                                    ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

         Stockholder hereby represents and warrants to Parent and to Acquisition
Sub as follows:

         SECTION 5.01 Organization and Authority of Stockholder. Stockholder has
full legal capacity, power and authority to execute and deliver this Agreement,
including the Irrevocable Proxy, and to perform his or her obligations
hereunder. The execution and delivery of this Agreement by Stockholder and the
performance by Stockholder of its obligations hereunder have been duly
authorized by all requisite action on the part of Stockholder. This Agreement
has been duly and validly executed and delivered by Stockholder and (assuming
due authorization, execution and delivery by Parent and Acquisition Sub),
constitutes a legal, valid and binding obligation of Stockholder enforceable
against Stockholder in accordance with its terms, except as limited by
bankruptcy, insolvency and other similar Laws or equitable principles (but not
those concerning fraudulent conveyance) generally affecting creditors' rights
and remedies.

         SECTION 5.02 No Conflict; Required Filings and Consents.

         (a) The execution and delivery of this Agreement, including the
Irrevocable Proxy, by Stockholder does not, and the performance of this
Agreement by Stockholder will not, (i) conflict with or violate any agreement to
which Stockholder is a party, any trust agreement or any equivalent
organizational documents, as the case may be, of Stockholder, (ii) conflict with
or violate any Law applicable to Stockholder or by which any property or asset
of Stockholder is bound or affected or (iii) result in any breach of, or
constitute a default (or event that with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of an Encumbrance on
any Subject Securities (other than pursuant to this Agreement) pursuant to, any
note, bond, mortgage, indenture, pledge, contract, agreement, lease, license,
permit, franchise or other instrument or obligation of Stockholder, except, with
respect to clauses (ii) and (iii) above, for any such conflicts, violations,
breaches, defaults or other occurrences that would not prevent or materially
delay the ability of Stockholder to carry out such its obligations under this
Agreement.

         (b) The execution and delivery of this Agreement by Stockholder does
not, and the performance of this Agreement by Stockholder will not, require any
consent, approval, authorization or permit of, or filing with, or notification
to, any Governmental Body, except (i) for applicable requirements, if any, of
the Exchange Act and state securities or "blue sky" laws, and (ii) where the
failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or delay the ability of
Stockholder to carry out Stockholder's obligations under this Agreement.

         SECTION 5.03 Ownership of Shares. As of the date hereof, Stockholder
Owns, and has good, valid and marketable title to (a) the number of Subject
Shares set forth under the heading "Number of Shares of Company Common Stock
Owned" on Schedule A attached hereto and (b) the number of additional Subject
Securities set forth under the heading "Additional



                                       4


Subject Securities Owned" on Schedule A attached hereto. Except as set forth on
Schedule A, such shares are all the Subject Securities Owned by Stockholder as
of the date hereof. The Subject Shares are Owned free and clear of all
Encumbrances, other than any Encumbrances created by this Agreement. Except as
provided in this Agreement, Stockholder has not appointed or granted any proxy,
which appointment or grant is still effective, with respect to the Subject
Securities Owned by Stockholder.

         SECTION 5.04 Reliance by Parent and Acquisition Sub. Stockholder
understands and acknowledges that Parent is entering into, and causing
Acquisition Sub to enter into, the Merger Agreement in reliance upon
Stockholder's execution, delivery and performance of this Agreement.

         SECTION 5.05 Absence of Litigation. As of the date of this Agreement,
there is no litigation, suit, claim, action, proceeding or investigation
pending, or to the knowledge of Stockholder, threatened against Stockholder, or
any property or asset of Stockholder, before any Governmental Body that seeks to
delay or prevent the consummation of the transactions contemplated by this
Agreement or the Merger Agreement.

                                   ARTICLE VI

                            COVENANTS OF STOCKHOLDER

         SECTION 6.01 No Disposition or Encumbrance of Shares. Except as
contemplated by this Agreement, Stockholder shall not, directly or indirectly,
(i) sell, transfer, tender (except into the Offer), pledge, assign, enter into a
Constructive Sale with respect to, contribute to the capital of any entity,
hypothecate, give or otherwise dispose of (each a "TRANSFER") any of the Subject
Securities (or agree or consent to, or offer to do, any of the foregoing), or
(ii) grant a proxy or power of attorney with respect to (other than the
Irrevocable Proxy), deposit into any voting trust, enter into any voting
agreement or similar agreement, or create or permit to exist any Encumbrances of
any nature whatsoever (other than pursuant to this Agreement) with respect to,
any of the Subject Securities (or agree or consent to, or offer to do, any of
the foregoing). The term "CONSTRUCTIVE SALE" shall mean a short sale with
respect to such security, entering into or acquiring a derivative contract with
respect to such security, entering into a futures or forward contract to deliver
such security or entering into any transaction that has substantially the same
effect of any of the foregoing. Stockholder shall not, directly or indirectly
take any action that would make any representation or warranty of Stockholder
herein untrue or incorrect or have the effect of preventing, delaying or
disabling Stockholder from performing Stockholder's obligations hereunder.

         SECTION 6.02 No Solicitation of Transactions. Stockholder shall not,
directly or indirectly, through any Representative, or otherwise, (a) solicit,
initiate, facilitate or encourage or otherwise disclose nonpublic information in
furtherance of, any inquiries relating to, or the submission of, any Acquisition
Proposal, (b) participate in or conduct any discussions or negotiations
regarding any Acquisition Proposal, or in connection with any Acquisition
Proposal, or furnish to any Person any information or data with respect to or
provide access to the properties of the Company or any of its Subsidiaries, or
take any other action to facilitate the making of any proposal that constitutes,
or may reasonably be expected to lead to, any



                                       5


Acquisition Proposal; (c) approve or recommend or propose publicly to approve or
recommend any Acquisition Proposal or (d) approve or recommend or propose to
approve or recommend or execute or enter into any letter of intent, agreement in
principle, merger agreement, acquisition agreement, option agreement or other
similar Contract or propose publicly or agree to do any of the foregoing related
to any Acquisition Proposal; provided, however, that nothing herein shall
prevent a Stockholder from acting in Stockholder's capacity as a director or
officer of the Company, or taking any action in such capacity (including without
limitation at the direction of the Company Board), but only in either such case
as and to the extent permitted by Section 5.3 of the Merger Agreement.
Stockholder shall promptly notify Parent in writing of the existence of any
proposal, discussion, negotiation or inquiry received by Stockholder regarding
any Acquisition Proposal and cooperate fully with Parent in connection with the
Offer and the Merger. Stockholder shall promptly furnish to Parent a copy of any
proposal, discussion, negotiation or inquiry that is received and a copy of any
information provided to or by the Stockholder or any third party relating
thereto.

         SECTION 6.03 Cooperation. Stockholder agrees to cooperate fully with
Parent and Acquisition Sub and to execute and deliver, or cause to be executed
and delivered, such further documents, certificates, agreements, additional
Transfers, assignments, endorsements, proxies, consents and instruments and to
take such other actions as may be reasonably requested by Parent or Acquisition
Sub to evidence or reflect the transactions contemplated by this Agreement and
to carry out the intent and purposes of this Agreement.

         SECTION 6.04 Information for Offer Documents and Proxy Statement;
Disclosure. Stockholder covenants and agrees that none of the information
relating to Stockholder and its Affiliates for inclusion in the Schedule 14D-9,
the Offer Documents or, if applicable, the Proxy Statement, that has been or
will be furnished to Parent by Stockholder for inclusion in such documents will
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Stockholder agrees to permit Parent and Acquisition Sub to publish
and disclose in the Offer Documents and, if applicable, the Proxy Statement and
any related filings under applicable securities Laws Stockholder's identity and
ownership of Subject Securities and the nature of its commitments, arrangements
and understandings under this Agreement.

         SECTION 6.05 Exercise of Options. Without the prior written consent of
Parent, Stockholder covenants and agrees not to exercise any Company Option
prior to the Effective Time.

                                   ARTICLE VII

                                  MISCELLANEOUS

         SECTION 7.01 Termination. This Agreement shall automatically terminate
upon the Termination Date. In the event the Merger Agreement is amended to
decrease the Offer Price or change the form or mix of consideration to be paid
for the Company Common Stock in the Offer without the Stockholder's prior
consent, Stockholder may terminate this Agreement. Notwithstanding the
foregoing, ARTICLE V and ARTICLE VII shall survive the termination of



                                       6


this Agreement and shall remain in full force and effect. The termination of
this Agreement shall not relieve Stockholder from any liability for any breach
by Stockholder prior to such termination of any representation, warranty,
covenant or agreement contained in this Agreement.

         SECTION 7.02 [Reserved]

         SECTION 7.03 Disclosure. Except as required by applicable Law, without
the prior written Consent of Parent, Stockholder shall not issue any press
release or otherwise making any public statement with respect to this Agreement
or the Merger Agreement or the transactions contemplated hereby or thereby;
provided however, that nothing herein shall prevent a Stockholder from acting in
Stockholder's capacity as a director or officer of the Company, or taking any
action in such capacity (including without limitation at the direction of the
Company Board), but only in either such case as and to the extent permitted by
Sections 3.24 and 6.7 of the Merger Agreement.

         SECTION 7.04 Adjustments.

         (a) In the event (i) of any increase or decrease or other change in the
Subject Shares by reason of stock dividend, stock split, reverse stock split,
recapitalizations, combinations, exchanges of shares or the like or (ii) that
Stockholder becomes the Owner of any additional Subject Securities, then (x) the
terms of this Agreement shall apply to such additional Subject Securities
immediately following the effectiveness of the events described in clause (i),
or Stockholder becoming the Owner thereof pursuant to clause (ii), and (y) the
Per Share Amount shall be equitably adjusted to reflect the impact of any event
described in clause (i).

         (b) Stockholder hereby agrees to promptly notify Parent and Acquisition
Sub of the number of any additional Subject Securities acquired by Stockholder,
if any, after the date hereof.

         SECTION 7.05 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by telecopy
or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this
SECTION 7.05):

         (a) if to Stockholder:

                  To the appropriate address set forth on the signature page
                  hereof.

         (b) if to Parent or Acquisition Sub:

                  Affiliated Computer Services, Inc.
                  2828 N. Haskell Ave
                  Dallas, Texas 75004
                  Attn: John H. Rexford



                                       7


         with a copy to:

                  Fulbright & Jaworski L.L.P.
                  2200 Ross Avenue, Suite 2800
                  Dallas, Texas 75201
                  Attn: Thomas W. Hughes, Esq.

         SECTION 7.06 Amendment. This Agreement may not be amended except by an
instrument in writing signed by all the parties hereto.

         SECTION 7.07 Waiver. No failure on the part of any party to exercise
any power, right, privilege or remedy under this Agreement, and no delay on the
part of any party in exercising any power, right, privilege or remedy under this
Agreement, shall operate as a waiver of such power, right, privilege or remedy;
and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power,
right, privilege or remedy. No party shall be deemed to have waived any claim
arising out of this Agreement, or any power, right, privilege or remedy under
this Agreement, unless the waiver of such claim, power, right, privilege or
remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of such party; and any such waiver shall not be applicable
or have any effect except in the specific instance in which it is given.

         SECTION 7.08 Entire Agreement. This Agreement, including the
Irrevocable Proxy (together with the Schedules hereto) constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties, or any of them, with respect to the subject matter hereof, other
than the Merger Agreement and the other agreements contemplated thereby.

         SECTION 7.09 Stop Transfer Order. In furtherance of this Agreement,
concurrently herewith, Stockholder shall, and hereby does authorize the Company
or its counsel to, notify the Company's transfer agent that there is a stop
transfer order with respect to all of the Subject Securities (and that this
Agreement places limits on the voting and the Transfer of such securities);
provided that, the stop transfer order shall not restrict or prohibit any
Transfer of the Subject Securities if such Transfer is made pursuant to the
Offer.

         SECTION 7.10 Applicable Law; Jurisdiction. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof or any other jurisdiction. In any action
between any of the parties arising out of or relating to this Agreement or any
of the transactions contemplated by this Agreement: (a) each of the parties
irrevocably and unconditionally consents and submits to the exclusive
jurisdiction and venue of the state and federal courts located in the State of
Delaware (and agrees not to commence any such action except in such courts) and
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action brought in such court has been brought in an
inconvenient forum; (b) if any such action is commenced in a state court, then,
subject to applicable law, no party shall object to the removal of such action
to any federal court located in the State of Delaware; (c) each of the parties
irrevocably waives the right to trial by jury; and (d)



                                       8


each of the parties irrevocably consents to service of process by first class
certified mail, return receipt requested, postage prepaid, to the address at
which such party is to receive notice in accordance with SECTION 7.05.

         SECTION 7.11 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement,
including the Irrevocable Proxy, were not performed in accordance with the
specific terms hereof or were otherwise breached, and that the parties shall be
entitled to specific performance of the terms hereof. Stockholder agrees that,
in the event of any breach or threatened breach by Stockholder of any covenant
or obligation contained in this Agreement, including the Irrevocable Proxy,
Parent shall be entitled (in addition to any other remedy that may be available
to it, including monetary damages) to seek and obtain (a) a decree or order of
specific performance to enforce the observation and performance of such covenant
or obligation, without necessity of proof that there is no adequate remedy at
law or requirement to post any security bond and (b) an injunction restraining
such breach or threatened breach.

         SECTION 7.12 Non-Exclusivity. The rights and remedies of Parent under
this Agreement are not exclusive or limited by any other rights or remedies
which it may have, whether at law, in equity, by contract or otherwise, all of
which shall be cumulative (and not alternative). Without limiting the generality
of the foregoing, the rights and remedies of Parent under this Agreement, and
the obligations and liabilities of Stockholder under this Agreement, are in
addition to their respective rights, remedies, obligations and liabilities under
common law requirements and under applicable Law.

         SECTION 7.13 Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

         SECTION 7.14 Costs and Expenses. Except as otherwise provided in the
Merger Agreement, all costs and expenses of the parties hereto, including fees
and disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses, whether or not the Closing
shall have occurred.

         SECTION 7.15 Parties in Interest; Assignability. This Agreement shall
be binding upon, and shall be enforceable by and inure solely to the benefit of,
the parties hereto and their respective successors and assigns; provided,
however, that neither this Agreement nor any of Stockholder's rights hereunder
may be assigned by Stockholder without the prior written consent of Parent, and
any attempted assignment of this Agreement or any of such rights by Stockholder
without such consent shall be void and of no effect; provided, further, that
Parent may assign this Agreement to any direct or indirect subsidiary of Parent,
but any such assignment shall not relieve Parent of any of its obligations
hereunder. Nothing in this Agreement, express or implied, is intended to or
shall confer upon any Person (other than the parties hereto) any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement. Any
assignment prohibited under this Section shall be null and void.



                                       9


         SECTION 7.16 Severability. Any term or provision of this Agreement that
is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction or other authority declares that any term or provision
hereof is invalid, void or unenforceable, the parties agree that the court
making such determination shall have the power to reduce the scope, duration,
area or applicability of the term or provision, to delete specific words or
phrases, or to replace any invalid, void or unenforceable term or provision with
a term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision.

         SECTION 7.17 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

         SECTION 7.18 Interpretation of Representations. Each representation and
warranty made in this Agreement or pursuant hereto is independent of all other
representations and warranties made by the same parties, whether or not covering
related or similar matters, and must be independently and separately satisfied.
Exceptions or qualifications to any such representation or warranty shall not be
construed as exceptions or qualifications to any other representation or
warranty.

         SECTION 7.19 Construction.

         (a) For purposes of this Agreement, whenever the context requires: the
singular number shall include the plural, and vice versa; the masculine gender
shall include the feminine and neuter genders; the feminine gender shall include
the masculine and neuter genders; and the neuter gender shall include masculine
and feminine genders.

         (b) The parties hereto agree that any rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Agreement.

         (c) For purposes of this Agreement, the words "INCLUDE" and
"INCLUDING," and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words "WITHOUT
LIMITATION."

                   Remainder of page intentionally left blank.




                                       10


         IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the day and year first above written.

                                    SUPERIOR CONSULTANT HOLDINGS CORPORATION:

                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------


                                    AFFILIATED COMPUTER SERVICES, INC.:

                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------


                                    ASC MERGER CORP.:

                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------


                                    STOCKHOLDER:



                                   SCHEDULE A



           Number of Shares
    of Company Common Stock Owned                        Additional Subject Securities Owned
    -----------------------------                        -----------------------------------
                                                     

EX-99.(D)(3)

                                                                  EXHIBIT (d)(3)

June 14, 2004



PERSONAL AND CONFIDENTIAL


John Rexford
Affiliated Computer Services Inc.
2828 North Haskell Avenue
Dallas, TX 75204

Dear John:

     William Blair & Company, L.L.C. ("Blair") understands that you have
requested information regarding PROJECT WOLF (the "Company") for the purposes of
evaluating a possible transaction involving the Company (a "Transaction"). It is
understood and agreed that this agreement does not obligate the Company to enter
into any Transaction or any agreement relating to a Transaction. To induce the
Company to furnish information to you, you hereby agree as follows:

     1.   As used herein:

     "Act" means the Securities Exchange Act of 1934, as amended.

     "Affiliate" means, with respect to any Person, any other Person that (i)
directly or indirectly controls such Person, (ii) directly or indirectly is
controlled by such Person or (iii) is under direct or indirect common control
with such Person;

     "Information" means information regarding the Company or any of its
Affiliates or their respective assets or businesses which is furnished to you,
directly or indirectly, by the Company or its Representatives (including,
without limitation, Blair), and all notes, analyses, compilations, studies,
interpretations or other documents prepared by you or your Representatives which
contain, reflect or are based upon, in whole or in part, the information
furnished to you or your Representatives pursuant hereto;

     "Person" means any corporation, limited liability company, partnership,
group, individual or other entity, the media and any government or political
subdivision, agency or instrumentality of the government;

     "Representatives" means attorneys, accountants, consultants, financial
advisors, and any other advisors retained by the Company or you, as the case may
be; and

John Rexford                          -2-                          June 14, 2004

               "Restricted Period" means the period commencing on the date
          hereof and ending at the earliest of (i) two years after the date
          hereof or (ii) the date a Transaction involving you and the Company is
          consummated.

               2. All Information will be kept confidential by you, except that
you may disclose or make available Information to your directors, officers and
employees and to your Representatives for the exclusive purpose of assisting you
in the evaluation of a possible Transaction, all of whom shall be specifically
informed by you of the confidential character of such Information and that by
receiving the Information they are agreeing to be bound by the terms of this
letter agreement relating to the confidential treatment of such Information. You
will not use, or permit any of your Representatives to use, any of the
Information for any purpose other than the evaluation of a possible Transaction,
and you will not make any Information available to any Person for any other
purpose whatsoever. You shall be responsible for any breach of this letter
agreement by any of your Representatives and you agree, at your sole expense, to
take all reasonable measures (including but not limited to court proceedings) to
restrain your Representatives from prohibited or unauthorized disclosure or use
of the Information.

               3. You hereby acknowledge that you are aware (and that prior to
the disclosure of any Information to any Person pursuant to Paragraph 2 such
person will be advised) that the United States securities laws prohibit any
Person who has material non-public information about a company from purchasing
or selling securities of such company or from communicating such information to
any other Person under circumstances in which it is reasonably foreseeable that
such Person is likely to purchase or sell such securities. In the event that you
disclose any Information to any Person, whether or not such disclosure is
permitted under Paragraph 2, you shall be liable to the Company for any failure
by such Person to treat such Information in the same manner as you are obligated
to treat such Information under the terms of this agreement.

               4. (a) Unless specifically requested in writing in advance by the
Company's Board of Directors, you will not at any time during the Restricted
Period (and you will not at any time during the Restricted Period assist or
encourage others to):

               (i) acquire or agree, offer, seek or propose to acquire (or
               directly or indirectly request permission to do so), directly or
               indirectly, alone or in concert with any other Person, by
               purchase or otherwise, any ownership, including, but not limited
               to, beneficial ownership as defined in Rule 13d-3 under the Act,
               of any assets, businesses or securities of the Company or any
               subsidiary thereof, or any rights or options to acquire such
               ownership (including from any third party);


               (ii) solicit proxies (as such terms are defined in Rule 14a-1
               under the Act), whether or not such solicitation is exempt under
               Rule 14a-2 under the Act, with respect to any matter from holders
               of any shares of common stock of the Company ("Stock") or any
               securities convertible into or exchangeable for or exercisable
               (whether currently or upon the occurrence of any contingency) for
               the purchase of Stock (the Stock and such other securities being
               hereinafter collectively called the "Voting Securities"), or make
               any communication exempted from the definition of solicitation
               by Rule 14a-1(1)(2)(iv) under the Act;

John Rexford                          -3-                          June 14, 2004

          (iii)     initiate, or induce or attempt to induce any other Person,
          entity or group (as defined in Section 13(d)(3) of the Act) to
          initiate, any stockholder proposal or tender offer for any securities
          of the Company or any subsidiary thereof or the convening of a
          stockholders' meeting of the Company or any subsidiary thereof;

          (iv)      otherwise seek or propose (or request permission to propose)
          to influence or control the management or policies of the Company or
          any subsidiary thereof;

          (v)       enter into any discussions, negotiations, arrangements or
          understandings with any other Person with respect to any matter
          described in the foregoing subparagraphs (i) through (iv);

          (vi)      request the Company (or its directors, officers, employees
          or agents), directly or indirectly, to amend or waive any provision
          of this Paragraph 4;

          (vii)     take any action inconsistent with any of the foregoing
          subparagraphs (i) through (v); or

          (viii)    take any action with respect to any of the matters
          described in this Paragraph 4 that requires public disclosure.

          (b) It is understood that Blair, as the authorized Representative of
the Company, will coordinate the due diligence process. All (i) communications
regarding this possible Transaction, (ii) requests for additional information,
(iii) requests for facility tours and management meetings, and (iv) discussions
or questions regarding procedures, must be submitted or directed to Blair.

          5.        If at any time during the Restricted Period you are
approached by any Person concerning your or their participation in a transaction
involving any of the assets, businesses or securities of the Company or any
subsidiary thereof, you will promptly inform Blair of the nature of such contact
and the parties thereto.

          6.        Except with the prior written approval of the Company or
Blair on behalf the Company, you will not disclose, and you will not permit your
Representatives to disclose, to any Person other than the persons described in
Paragraph 2, the fact that you are engaged in discussions with the Company
regarding a possible Transaction, the fact that the Information has been made
available to you, that you have prepared, or had prepared on your behalf,
Information or that you have inspected any portion of the Information or the
fact that you are subject to any of the restrictions described in Paragraph 4;
provided, that you may make such disclosure if you have received the written
opinion of your outside counsel that such disclosure must be made by you in
order that you not commit a violation of law.

          7.        In the event that you or any of your Representatives are
requested or required in any proceeding to disclose any Information received or
prepared by you or on your behalf or any matter subject to Paragraph 6, you
will give Blair notice as soon as possible of such request so that the Company
may seek an appropriate protective order. If, in the absence of a protective
order, you or your Representatives are nonetheless in the opinion of counsel
legally

John Rexford                          - 4 -                        June 14, 2004


compelled to disclose any such Information or matter, you or your Representative
may disclose such Information or matter without liability hereunder, provided
that (i) you disclose in such proceeding only that portion of the Information
which such counsel advises you is legally required to be disclosed and (ii) you
exercise your best efforts to preserve the confidentiality of the Information,
including, without limitation, by cooperating with the Company to obtain an
appropriate protective order or other reliable assurance that confidential
treatment will be accorded the Information in such proceeding.

          8.   The restrictions with respect to Information set forth in
Paragraph 2 shall not apply to any Information which you demonstrate (i) is on
the date hereof of hereafter becomes generally available to the public other
than as a result of a disclosure, directly or indirectly, by you or your
Representatives or (ii) was available to you on a nonconfidential basis prior to
is disclosure to you by the Company or its Representatives or becomes available
to you on a nonconfidential basis, in each case from a source other than the
company or its Representatives, which source was not itself bound by
confidentiality agreement with the Company or its Representatives or any other
contractual, legal or fiduciary obligation to the Company and had not received
such information, directly or indirectly from a Person so bound.

          9.   Neither the Company nor Blair makes any representation or
warranty as to the accuracy or completeness of the Information provided to you.
Neither the Company nor any of its Representatives (including, without
limitation, Blair) shall have any liability resulting from the use of the
Information by you or any of your Representatives. Only those representations or
warranties which are made in a final definitive agreement regarding the possible
Transaction when, as and if executed, and subject to such limitations and
restrictions as may be specified therein, will have any legal effect.

          Unless and until a final definitive agreement regarding a Transaction
between the Company and you has been executed and delivered, neither Company nor
you will be under any legal obligation of any kind whatsoever with respect to a
possible Transaction by virtue of this letter agreement except for the matters
specifically agreed to herein.

          10.  If you decide that you do not wish to proceed with possible
Transaction, you will promptly inform Blair of that decision. In that case, or
at any time upon the request of the Company or Blair, on behalf of the Company,
for any reason you will promptly redeliver to Blair or destroy all copies of
documents containing Information and will promptly destroy all memoranda, notes
and other writings prepared by you or by any Person referred to in Paragraph 2
based on such Information. Notwithstanding the return or destruction of the
Information, you and your Representatives will continue to be bound by your
obligations of confidentiality and other obligations hereunder for the duration
of the Restricted Period.

          11.  You agree that during the Restricted Period you will not,
directly or indirectly, solicit for employment any employee of the Company;
provided, however, that the foregoing provision shall not apply to such persons
who initiate contact with you regarding potential employment or who are no
longer employed by the Company at the time of solicitation nor shall it
prohibit solicitation by you through general solicitations of employment in a
newspaper or similar media conducted by or on behalf of you.

John Rexford                          -5-                          June 14, 2004

          12. You shall cause each of your Affiliates to comply with the terms
of Paragraphs 2, 3, 4, 5, 6, 7, 8, 10 and 11 (construing such Paragraphs for
such purposes to refer also to such Affiliates in each instance where there is
a reference to you).

          13. You acknowledge that irreparable damage would occur to the
Company in the event any of the provisions of this agreement were not performed
in accordance with their specific terms or were otherwise breached.
Accordingly, the Company shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this agreement and to enforce
specifically the terms and provisions hereof in any court of competent
jurisdiction in the United States of America or any state thereof, in addition
to any remedy to which the Company may be entitled at law or in equity.

          14. If any term or provision of this letter agreement or any
application hereof shall be invalid or unenforceable, the remainder of this
agreement and any other application of such term or provision shall not be
affected thereby. It is understood and agreed that no failure or delay by the
Company in exercising any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder. In the event of litigation relating to this letter
agreement, if a court of competent jurisdiction determines that you or any of
your Representatives have breached this letter agreement, then you shall be
liable and pay to the Company, as the case may be, the reasonable legal fees
incurred by such parties in connection with such litigation, including any
appeal therefrom.

          15. This letter agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but such counterparts shall constitute one and the same instrument.

          16. This agreement contains the entire understanding of the parties
hereto with respect to the matters covered hereby and may be amended only by an
agreement in writing executed by the Company and you.

          17. The Company reserves the right to assign all of its rights,
powers and privileges under this letter agreement (including, without
limitation, the right to enforce all of the terms of this letter agreement) to
any person who enters into the Transactions contemplated by this letter
agreement. This letter agreement shall be binding upon, inure to the benefit of
and be enforceable by our respective successors and assigns.

          18. The terms of this letter agreement shall expire at the end of the
Restricted Period.

          19. This letter agreement shall be governed by and construed in
accordance with the internal laws (as opposed to conflict of law provisions) of
the State of Illinois.

John Rexford                          -6-                          June 14, 2004


          If the foregoing correctly sets forth our agreement as to the matters
set forth herein, please confirm our agreement by executing and returning a
copy of this letter agreement to the undersigned.

Very truly yours,

PROJECT WOLF



By:    /s/ Scott Patterson
   ------------------------------

William Blair & Company, L.L.C.
As Agent for PROJECT WOLF

Agreed and Accepted
As of date listed above

AFFILIATED COMPUTER SERVICES INC.

By:    /s/ John H. Rexford
   ------------------------------
Its:   Executive Vice President
    -----------------------------

EX-99.(D)(4)

exv99wxdyx4y