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                                                                   EXHIBIT 10.12


                 INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.
                            2001 STOCK INCENTIVE PLAN


1.       PURPOSES

         1.1.     The purposes of the Integrated Business Systems and Services,
Inc. 2001 Stock Incentive Plan are to (i) provide an incentive and reward to
directors and employees of the Company, and consultants and advisors to the
Company, who are and have been in a position to contribute materially to
improving the Company's profits, (ii) aid in the growth of the Company, and
(iii) encourage ownership of Shares by directors and employees.

2.       DEFINITIONS

         2.1.     For purposes of this Plan the following terms shall have the
definition which are attributed to them below, unless another definition is
clearly indicated by a particular usage and context.

                  (A)      "Agreement" means the written document issued by the
         Committee to a Participant whereby an Award is made to that
         Participant.

                  (B)      "Award" means the issuance pursuant to this Plan of
         an Option, an SAR or Restricted Stock.

                  (C)      "Awarded Shares" means Shares subject to outstanding
         Awards.

                  (D)      "Board" means the Company's Board of Directors.

                  (E)      "Cause" means theft or destruction of property of the
         Company, a Parent or Subsidiary, disregard of Company rules or
         policies, or conduct evidencing willful or wanton disregard of the
         interest of the Company. Such determination shall be made by the
         Committee based on information presented by the Company and the
         Participant and shall be final and binding on all parties to the
         Agreement.

                  (F)      "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (G)      "Committee" means the Stock Incentive Plan
         Committee(s) appointed by the Board pursuant to Section 3.1.

                  (H)      "Company" means Integrated Business Systems and
         Services, Inc., a corporation incorporated under the laws of the state
         of South Carolina, and any successor thereto.
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                  (I)      "Consultant" means any person or entity that provides
         services to the Company as a consultant or advisor.

                  (J)      "Director" means any individual appointed or elected
         to the Board.

                  (K)      "Effective Date of Grant" means the effective date on
         which the Committee makes an Award.

                  (L)      "Employee" means any individual who performs services
         as a common law employee for the Company, a Parent or Subsidiary, and
         is included on the regular payroll of the Company, a Parent or
         Subsidiary.

                  (M)      "Fair Market Value" means the value established by
         the Committee based upon such factors as the Committee in its sole
         discretion shall decide including, but not limited to, a valuation
         prepared by an independent third party appraiser selected or approved
         by the Committee. If at any time the Shares are traded on an
         established trading system, it means the last sale price reported on
         any stock exchange or over-the counter trading system on which Shares
         are trading on a specified date or, if not so trading, the average of
         the closing bid and asked prices for a Share on a specified date. If no
         sale has been made on the specified date, then prices on the last
         preceding day on which any such sale shall have been made shall be used
         in determining fair market value under either method prescribed in the
         previous sentence.

                  (N)      "Incentive Stock Option" means any option granted
         under this Plan which meets the requirements of Code ss.422A and any
         regulations or rulings promulgated thereunder and is designated by the
         Committee as an Incentive Stock Option.

                  (O)      "Nonqualified Stock Option" means any Option granted
         under this Plan which is not an Incentive Stock Option.

                  (P)      "Option" means the right to purchase from the Company
         a stated number of Shares at a specified price.

                  (Q)      "Option Price" means the purchase price per Share
         subject to an Option and shall be fixed by the Committee.

                  (R)      "Parent" means any corporation (other than the
         Company) in an unbroken chain of corporations ending with the Company
         if, at the time of the granting of the Award, each of the corporations
         (other than the Company) owns stock possessing 50% or more of the total
         combined voting power of all classes of stock in one of the other
         corporations in such chain within the meaning of Code ss.425(e) and any
         regulations or rulings promulgated thereunder.

                  (S)      "Participant" means a Director, an Employee or a
         Consultant who has received an Award under this Plan.

                  (T)      "Permanent and Total Disability" shall have the same
         meaning as given to that term by Code ss.22(e)(3) and any regulations
         or rulings promulgated thereunder.


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                  (U)      "Plan" means this Integrated Business Systems and
         Services, Inc. 2001 Stock Incentive Plan, as evidenced herein and as
         amended from time to time.

                  (V)      "Restricted Stock" means Shares issued to the
         Participant pursuant to Section 9 which are subject to the restrictions
         of this Plan and the Agreement.

                  (W)      "Restriction Period" means a period commencing on the
         Effective Date of Grant and ending on such date or upon the achievement
         of such performance or other criteria as the Committee shall determine.
         The Restriction Period may, in the sole discretion of the Committee, be
         structured to provide for a release of restrictions in installments.

                  (X)      "SAR" means stock appreciation rights issued to a
         Participant pursuant to Section 8.

                  (Y)      "SAR Price" means the base value established by the
         Committee for an SAR on the Effective Date of Grant used in determining
         the amount of benefit, if any, paid to a Participant.

                  (Z)      "Share" means one share of the common stock of the
         Company.

                  (AA)     "Subsidiary" means any corporation in an unbroken
         chain of corporations beginning with the Company if, at the time of the
         granting of the Award, each of the corporations (other than the last
         corporation) in the unbroken chain owns stock possessing 50% or more of
         the total combined voting power of all classes of stock in one of the
         other corporations in such chain, within the meaning of Code ss. 425(f)
         and any regulations or rulings promulgated thereunder.

                  (bb)     "1933 Act" means the Securities Act of 1933, as
         amended.

                  (cc)     "1934 Act" means the Securities Exchange Act of 1934,
         as amended.

3.       ADMINISTRATION

         3.1.     This Plan shall be administered by a Committee, or by more
than one Committee if desired and deemed necessary by the Board in order to
provide separate Committee authority for the granting of Awards to separate
categories of eligible Participants. Any such Committee shall consist of not
less than two members. The members of the Committee shall be appointed by the
Board. The Board may from time to time remove members from or add members to the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board.

         3.2.     The action of a majority of the Committee at which a quorum is
present, or an action approved in writing by a majority of the Committee, shall
be the valid action of the Committee.

         3.3.     The Committee shall from time to time at its discretion
designate the Directors, Employees and Consultants who shall be Participants,
determine all the terms and conditions as set forth in Section 6.1 or otherwise,
including the type of Award to be made to each, the exercise


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period, expiration date and other applicable time periods for each Award, the
number of Shares subject to each Award, with respect to each Option whether it
is an Incentive Stock Option or Nonqualified Stock Option and, if applicable,
the Option Price or SAR Price and the general terms of the Award.

         3.4.     The interpretation and construction by the Committee of any
provisions of this Plan or of any Option granted under it and all actions of the
Committee shall be final and binding on all parties hereto. No member of the
Board or the Committee shall be liable for any action or determination made in
good faith with respect to this Plan or any Award granted under it.

4.       ELIGIBILITY

         4.1.     Each Participant shall be a Director, an Employee or a
Consultant of the Company, a Parent or a Subsidiary as selected by the Committee
in its sole discretion from time to time.

         4.2.     A Participant may hold more than one Award, but only on the
terms and subject to the restrictions set forth in this Plan.

5.       SHARES SUBJECT TO AWARD

         5.1.     The securities subject to the Awards shall be 600,000 Shares.
Such number shall be adjusted as appropriate in order to give effect to changes
made in the number of outstanding Shares as a result of a merger, consolidation,
recapitalization, reclassification, combination, stock dividend, stock split, or
other relevant change.

         5.2.     In the event that any outstanding Award under this Plan
expires or is terminated for any reason, the Awarded Shares subject to that
Award may again be the subject of an Award under this Plan.

6.       TERMS AND CONDITIONS

         6.1.     Awards granted pursuant to this Plan shall be authorized by
the Committee under terms and conditions approved by the Committee and shall be
evidenced by Agreements in such form as the Committee shall from time to time
approve, which Agreements shall contain or shall be subject to the following
terms and conditions, whether or not such terms and conditions are specifically
included therein:

                  (A)      Number of Shares. Each Award shall state the number
         of Shares to which it pertains.

                  (B)      Date. Each Award shall state the Effective Date of
         Grant.

                  (C)      Price. With respect to each Award or portion thereof,
         which requires payment of an Option Price, it shall state the Option
         Price. With respect to an SAR, it shall state the SAR Price.


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                  (D)      Method and Time of Payment. With respect to an Award,
         or portion thereof, which requires payment of an Option Price, the
         Option Price shall be payable on the exercise of the Award and shall be
         paid in (i) cash, (ii) Shares, including Shares acquired pursuant to
         this Plan, or (iii) part in cash and part in Shares. Shares transferred
         in payment of the Option Price shall be valued as of date of transfer
         based on their Fair Market Value.

                  (E)      Transfer of Option or Stock. No Award, Option, SAR,
         or Restricted Stock (prior to the expiration of the Restriction Period)
         shall be transferable by the Participant, except by will or the laws of
         descent and distribution upon the Participant's death and subject to
         any other limitations of this Plan. In addition to any other
         restriction hereunder or otherwise provided in the Agreement with the
         Participant, no Shares acquired pursuant to an Award of any type may be
         sold, transferred or otherwise disposed of prior to the end of the six
         month period which begins on the Effective Date of Grant of such Award.

                  (F)      Recapitalization. The Committee shall make
         appropriate adjustments in the number of Awarded Shares or in the
         Option Price or SAR Price in order to give effect to changes made in
         the number of outstanding Shares as a result of a merger,
         consolidation, recapitalization, reclassification, combination, stock
         dividend, stock split, or other relevant change.

                  (G)      Investment Purpose.

                           (a)      The Company shall not be obligated to sell
                  or issue any Shares pursuant to any Award unless such Shares
                  are at that time effectively registered or exempt from
                  registration under the 1933 Act. The determination of whether
                  a Share is exempt from registration shall be made by the
                  Company's legal counsel and its determination shall be
                  conclusive and binding on all parties to the Agreement.

                           (b)      Notwithstanding anything in this Plan to the
                  contrary, each Award under this Plan shall be granted on the
                  condition that the purchases of Shares thereunder shall be for
                  investment purposes and not with a view for resale or
                  distribution except that in the event the Shares subject to
                  such Award are registered under the 1933 Act, or in the event
                  of a resale of such Shares without such registration that
                  would otherwise be permissible, such condition shall be
                  inoperative if in the opinion of counsel for the Company such
                  condition is not required under the 1933 Act or any other
                  applicable law, regulation, or rule of any governmental
                  agency.

                  (H)      Other Provisions. Awards authorized under this Plan
         may contain any other provisions or restrictions as the Committee in
         its sole and absolute discretion shall deem advisable including, but
         not limited to:

                           (a)      Offering Options in tandem with or reduced
                  by other Options, SARs or other employee benefits and reducing
                  one Award by the exercise of another Option, SAR or benefit;
                  or

                           (b)      Providing for the issuance to the
                  Participant upon exercise of an Option and payment of the
                  exercise price thereof with previously owned Shares, of an
                  additional


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                  Award for the number of shares so delivered, having such other
                  terms and conditions not inconsistent with this Plan as the
                  Committee shall determine.

                  (I)      Duration of Award. Each Award shall be for a term of
         up to ten years from the Effective Date of Grant as determined in the
         sole discretion of the Committee.

         6.2.     The Company may place such legends on stock certificates
representing the Shares as the Company, in its sole discretion, deems necessary
or appropriate to reflect restrictions under this Plan, the Agreement, the Code,
the securities laws or otherwise.

         6.3.     Notwithstanding any provision herein to the contrary,
employment shall be at the pleasure of the Board, of its designees, of the
Company, a Parent or Subsidiary, as the case may be, at such compensation as the
appropriate board or designee shall determine. Nothing contained in this Plan or
in any Award granted pursuant to it shall confer upon any Participant any right
to continue in the employ of the Company, Parent or Subsidiary, as the case may
be, or to interfere in any way with the right of the Company, Parent or
Subsidiary to terminate employment at any time. So long as the Participant shall
continue to be a Director, an Employee or a Consultant, the Award shall not be
affected by any change of the Participant's duties or position except to the
extent the Agreement with the Participant provides otherwise.

         6.4.     Any person entitled to exercise an Option or an SAR may do so
in whole or in part by delivering to the Company at its principal office,
attention Corporate Secretary, a written notice of exercise. The written notice
shall specify the number of Shares for which an Option or SAR is being
exercised.

              (A) With respect to an Option, the notice shall be accompanied by
       full payment of the Option Price for the Shares being purchased.

              (B) During the Participant's lifetime, an Option or SAR may be
       exercised only by the Participant, or on the Participant's behalf by the
       Participant's legal guardian.

7.       INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS

         7.1.     The Committee in its sole discretion may designate whether an
Award to an Employee is to be considered an Incentive Stock Option or a
Nonqualified Stock Option. AN AWARD TO A NON- EMPLOYEE DIRECTOR OR CONSULTANT
MAY BE ONLY A NONQUALIFIED STOCK OPTION. The Committee may grant both an
Incentive Stock Option and a Nonqualified Stock Option to the same Employee.
However, where both an Incentive Stock Option and a Nonqualified Stock Option
are awarded at one time, such Awards shall be deemed to have been awarded in
separate grants, shall be clearly identified, and in no event will the exercise
of one such Award affect the right to exercise the other such Award except to
the extent the Agreement with the Participant provides otherwise.

         7.2.     Any Award to an Employee designated by the Committee as an
Incentive Stock Option will be subject to the general provisions applicable to
all Awards granted under this Plan. In addition, the aggregate Fair Market Value
of Shares (determined at the Effective Date of Grant) with respect to which
Incentive Stock Options granted under all Incentive Stock Option Plans of the
Company,

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a Parent or Subsidiary, are exercisable by the Employee for the first time
during any calendar year shall not exceed $100,000.

         7.3.     The Option Price shall be established by the Committee in its
sole discretion. With respect to an Incentive Stock Option, the Option Price
shall not be less than 100% of the Fair Market Value of a Share on the Effective
Date of Grant. With respect to a Nonqualified Stock Option, the Option Price
shall not be less than 50% of the Fair Market Value of a Share on the Effective
Date of Grant.

         7.4.     Any Award to an Employee will be considered to be a
Nonqualified Stock Option to the extent that any or all of the grant is in
conflict with Section 7.2 or with any requirement for Incentive Stock Options
pursuant to Code ss.422A and the regulations issued thereunder.

         7.5.     An Option may be terminated as follows:

                  (A)      During the period of continuous employment with the
         Company, Parent or Subsidiary, an Option will be terminated only if it
         has been fully exercised or it has expired by its terms.

                  (B)      Upon termination of employment, the Option will
         terminate upon the earliest of (i) the full exercise of the Option (ii)
         the expiration of the Option by its terms, and (iii) not more than
         three months following the date of employment termination; provided,
         however, should termination of employment (A) result from the death or
         Permanent and Total Disability of the Participant, such period shall be
         one year or (B) be for Cause, the Option will terminate on the date of
         employment termination. For purposes of this Plan, a leave of absence
         approved by the Company shall not be deemed to be termination of
         employment except with respect to an Incentive Stock Option as required
         to comply with Code ss.422A and the regulations issued thereunder.

                  (C)      Subject to the terms of the Agreement with the
         Participant, if a Participant shall die or becomes subject to a
         Permanent and Total Disability prior to the termination of employment
         with the Company, Parent or Subsidiary and prior to the termination of
         an Option, such Option may be exercised to the extent that the
         Participant shall have been entitled to exercise it at the time of
         death or disability, as the case may be, by the Participant, the estate
         of the Participant or the person or persons to whom the Option may have
         been transferred by will or by the laws of descent and distribution.

         7.6.     Except as otherwise expressly provided in the Agreement with
the Participant, in no event will the continuation of the term of an Option
beyond the date of termination of employment allow the Participant, or the
beneficiaries or heirs of the Participant, to accrue additional rights under
this Plan, or to purchase more Shares through the exercise of an Option than
could have been purchased on the day that employment was terminated.

         7.7.     A Participant shall have no rights as a stockholder with
respect to any Shares subject to an Option until the date of the issuance of a
stock certificate to such Participant for such Shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other


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property) or distributions or other rights for which the record date is prior
to the date such stock certificate is issued, except as provided in Section
6.1.(f).

         7.8.     The continuous employment of a Consultant will be deemed
terminated for purposes of this Plan upon receipt of written notice from the
Company to the effect that the Company will no longer transact business with the
Consultant.

8.       STOCK APPRECIATION RIGHTS

         8.1.     The Committee, in its sole discretion, may grant to a
Participant an SAR.

         8.2.     The SAR Price shall be established by the Committee in its
sole discretion. The SAR Price shall not be less than 100% of Fair Market Value
of a Share on the Effective Date of Grant for a SAR issued in tandem with an
Incentive Stock Option and for other SARs, shall not be less than 50% of Fair
Market Value of a Share on the Effective Date of Grant.

         8.3.     Upon exercise of an SAR, the Participant shall be entitled,
subject to the terms and conditions of this Plan and the Agreement, to receive
the excess for each Share being exercised under the SAR (i) the Fair Market
Value of a Share on the date of exercise over (ii) the SAR Price for such Share.

         8.4.     At the sole discretion of the Committee, the payment of such
excess shall be made in (i) cash, (ii) Shares, or (iii) a combination of cash
and Shares. Shares used for this payment shall be valued at their Fair Market
Value on the date of exercise of the applicable SAR.

         8.5.     An Award of an SAR shall be considered an Award for purposes
of the number of Shares subject to an Award pursuant to Section 5.1, unless the
Agreement making the Award of the SAR provides that the exercise of an SAR
results in the termination of an unexercised Option for the same number of
Shares.

         8.6.     An SAR may be terminated as follows:

                  (A)      During the period of continuous employment with the
         Company, Parent or Subsidiary, an SAR will be terminated only if it has
         been fully exercised or it has expired by its terms.

                  (B)      Upon termination of employment, the SAR will
         terminate upon the earliest of (i) the full exercise of the SAR (ii)
         the expiration of the SAR by its terms, and (iii) not more than three
         months following the date of employment termination; provided, however,
         should termination of employment (I) result from the death or Permanent
         and Total Disability of the Participant, such three month period shall
         be one year or (II) be for Cause, the SAR will terminate on the date of
         employment termination. For purposes of this Plan, a leave of absence
         approved by the Company shall not be deemed to be termination of
         employment unless otherwise provided in the Agreement or by the Company
         on the date of the leave of absence.


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                  (C)      Subject to the terms of the Agreement with the
         Participant if a Participant shall die or becomes subject to a
         Permanent and Total Disability prior to the termination of employment
         with the Company, Parent or Subsidiary and prior to the termination of
         an SAR, such SAR may be exercised to the extent that the Participant
         shall have been entitled to exercise it at the time of death or
         disability, as the case may be, by the Participant, the estate of the
         Participant or the person or persons to whom the SAR may have been
         transferred by will or by the laws of descent and distribution.

                  (D)      Except as otherwise expressly provided in the
         Agreement with the Participant, in no event will the continuation of
         the term of an SAR beyond the date of termination of employment allow
         the Employee, or his beneficiaries or heirs, to accrue additional
         rights under this Plan, have additional SARs available for exercise or
         to receive a higher benefit than the benefit payable as if the SAR was
         exercised on the date of employment termination.

         8.7.     If an SAR which was considered an Award for purposes of
Section 8.5 is terminated or unexercised for any reason, the number of Shares of
such SAR that were unexercised shall be again available for Award under this
Plan.

         8.8.     The Participant shall have no rights as a stockholder with
respect to an SAR. In addition, no adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or rights except as provided in Section 6.1.(f).

9.       RESTRICTED STOCK

         9.1.     The Committee may award to a Participant Restricted Stock
under such terms or conditions as the Committee, in its sole discretion, shall
determine and as otherwise provided herein.

         9.2.     Restricted Stock shall be Shares which are subject to a
Restriction Period.

         9.3.     Should the Participant terminate employment for any reason,
all Restricted Stock which is still subject to the Restriction Period shall be
forfeited and returned to the Company for no payment.

         9.4.     Upon such forfeiture, shares representing such forfeited
restricted Stock shall obtain become available for Award under the Plan.

         9.5.     The Committee may require under such terms and conditions as
it deems appropriate or desirable that the certificates for Restricted Stock
awarded under this Plan may be held by the Company or its designee until the
Restriction Period expires. In addition, the Committee may place upon such
certificate such legend as the Committee deems necessary or appropriate and may
require as a condition of any receipt of Restricted Stock that the Participant
shall deliver a stock power endorsed in blank relating to the Restricted Stock.


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10.      AMENDMENT OR DISCONTINUANCE OF PLAN


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         10.1.    The Board may at any time amend, suspend, or discontinue this
Plan; provided, however, that without further approval of the shareholders of
the Company no amendments by the Board shall:

                  (A)      Change the class of Employees eligible to
         participate; or

                  (B)      Except as provided in Section 5, increase the number
         of Shares which may be subject to Options granted under this Plan.

         10.2.    No amendment to this Plan shall alter or impair any Award
granted under this Plan without the consent of the holder of such Award.

11.      INDEMNIFICATION OF COMMITTEE

         In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees, actually incurred in connection with the defense of any pending,
threatened or possible action, suit or proceeding, or in connection with any
pending, threatened or possible appeal therein, to which they or any of them may
be a party by reason of any actual or alleged action taken or failure to act
under or in connection with this Plan or any option granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such Committee member
is liable for gross negligence or willful misconduct in the performance of his
duties: provided that within sixty days after institution of any such action,
suit or proceeding a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

12.      NO OBLIGATION TO EXERCISE OPTION OR SAR

         The granting of an Option or SAR shall impose no obligation upon the
Participant to exercise such Option.

13.      EFFECTIVE DATE; DURATION OF PLAN

         13.1.    This Plan shall become effective as of February 23, 2001.

         13.2.    No Award may be made after the tenth anniversary of the
effective date of this Plan.

14.      EFFECT OF PLAN

         The making of an Award under this Plan shall not give the Participant
any right to similar grants in future years or any right to be retained in the
employ of the Company, the Parent or a Subsidiary, but a Participant shall
remain subject to discharge to the same extent as if this Plan were not in
effect.

15.      CHANGE IN CONTROL


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         15.1.    Treatment of Outstanding Awards. Upon the occurrence of a
Change In Control, as defined below, unless otherwise specifically prohibited
under applicable laws, or by the rules and regulations of any governmental
agencies or national securities exchanges, or by the express provisions of any
Agreement, (a) each Option and each SAR then outstanding hereunder that is not
otherwise exercisable shall become immediately and fully exercisable, and shall
remain exercisable throughout their entire term, notwithstanding any provision
in the Agreement relating to such Option or SAR for the exercise of such Option
or SAR in installments or otherwise pursuant to a vesting schedule, and (b) any
Restriction Period and restrictions imposed on Restricted Stock shall lapse.

         15.2.    Change in Control Defined. For purposes of this Section, a
Change In Control shall mean that any of the following events shall have
occurred:

                  (i)      A person, partnership, joint venture, corporation or
                  other entity, or two or more of any of the foregoing acting as
                  a group (or a "person" within the meaning of Section 13(d)(3)
                  of the 1934 Act), other than the Company, a majority-owned
                  subsidiary of the Company, an employee benefit plan (or
                  related trust) of the Company or such subsidiary, become(s)
                  after the effective date of this Plan the "beneficial owner"
                  (as defined in Rule 13(d)(3) under the 1934 Act) of 25% or
                  more of the then outstanding voting stock of the Company;

                  (ii)     During any period of two consecutive years,
                  individuals who at the beginning of such period constitute the
                  Company's Board of Directors (together with any new director
                  whose election by the Company's Board of Directors or whose
                  nomination for election by the Company's shareholders, was
                  approved by the vote of at least two-thirds of the directors
                  then still in office who either were directors at the
                  beginning of such period or whose election or nomination for
                  election was previously so approved) cease for any reason to
                  constitute a majority of the directors then in office;

                  (iii)    The Company's Board of Directors determines that a
                  tender offer for the Company's shares indicates a serious
                  intention by the offeror to acquire control of the Company; or

                  (iv)     The Shareholders of the Company approve (a) a plan of
                  complete liquidation of the Company; or (b) an agreement for
                  the sale or disposition of all or substantially all of the
                  Company's assets; or (c) a merger, consolidation, or
                  reorganization of the Company with or involving any other
                  corporation, other than a merger, consolidation, or
                  reorganization that would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) at
                  least seventy-five percent (75%) of the combined voting power
                  of the voting securities of the Company (or such surviving
                  entity) outstanding immediately after such merger,
                  consolidation or reorganization.

         15.3.    Termination, Amendment and Modifications of Change in Control
Provisions. Notwithstanding any other provision of this Plan or any Agreement,
the provisions of this Section may not be terminated, amended or modified on or
after the effective date of a Change in Control to affect adversely the
operation of any Award theretofore granted under the Plan without the prior
written consent of the Participant with respect to said Participant's
outstanding Awards.


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16.      SUCCESSORS; CONSOLIDATION, MERGER AND OTHER EVENTS

         16.1.    All obligations of the Company under this Plan or any
Agreement with respect to any Award granted hereunder shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase of all or substantially all of the business
and/or assets of the Company, or a merger, consolidation or otherwise.
Specifically, in case of any capital reorganization of the Company, or of any
reclassification of any Shares (other than a change as a result of subdivision
or combination), or in case of the consolidation of the Company with or the
merger of the Company with any other corporation (other than a consolidation or
merger in which (i) the Company is the continuing corporation and (ii) the
holders of the Shares immediately prior to such merger or consolidation continue
as holders of Shares after such merger or consolidation) or of the sale of the
properties and assets of the Company as, or substantially as, an entirety to any
other corporation, each Option and each SAR then outstanding shall after such
reorganization, reclassification, consolidation, merger or sale be exercisable,
upon the terms and conditions specified herein and in the Agreement relating to
such Option or SAR, for or with respect to the number of Shares or other
securities or property to which a holder of the number of Shares relating to
such Option or SAR (at the time of such reorganization, reclassification,
consolidation, merger or sale) upon exercise of such Option or SAR would have
been entitled in connection with such reorganization, reclassification,
consolidation, merger or sale; and in any such case, if necessary, the
provisions set forth in this Section with respect to the rights and interests
thereafter of the holder of the Option or SAR shall be appropriately adjusted so
as to be applicable, as nearly as may reasonably be, to any shares of stock or
other securities or property thereafter deliverable on the exercise of the
Option or SAR.


                                       13
<PAGE>   14
                        INCENTIVE STOCK OPTION AGREEMENT


         This Agreement, dated as of ___________, implements the grant of an
incentive stock option pursuant to action of the committee ("Committee")
appointed by the Board of Directors ("Board") of Integrated Business Systems and
Services, Inc. ("Company") to ("Optionee") subject to the terms and conditions
of the Integrated Business Systems and Services, Inc. 2001 Stock Incentive Plan
("Plan") and the terms and conditions set forth below. Terms defined in the Plan
shall have the same meaning herein as in the Plan.

         The Committee desires to afford the Optionee the opportunity to acquire
Shares of the Company's common stock so the Optionee has a proprietary interest
in the Company, and the Optionee desires the opportunity to acquire Shares.
Accordingly, the Company and the Optionee agree as follows:

1.       Grant of Option and Purchase Price. The Company, pursuant to action of
the Committee, grants to the Optionee an Option to purchase _______________
Shares at a price of $ ______________ per share ("Option Price"), which has been
determined to be not less than the Fair Market Value of a Share on the date of
grant of this option.

2.       Expiration of the Option. This Option shall expire ("Expiration Date")
on the earlier of (i) _________________ (_______________) years from the date
hereof; (ii) three months after the Optionee ceases to be an Employee of the
Company, a Parent or a Subsidiary (twelve months if termination of employment is
due to the Optionee's death or the Optionee having incurred a Permanent and
Total Disability or the date of termination of employment, if termination of
employment is due to Cause); (iii) the date this Option is fully exercised; or
(iv) the date mutually agreed to by the Committee and the Optionee.

3.       Exercise of Option

         3.1.     Subject to any other conditions herein, this Option shall vest
on the _________ anniversary date of this Agreement. The Optionee's vested
percentage of the total grant hereunder shall be fixed as of the date the
Optionee is no longer an Employee of the Company, a Subsidiary or a Parent and
shall not increase during the additional period, if any, during which this
Option may be exercised under Section 2, 2 hereof. Vested portions of this
Option may be exercised at any time, in whole or in part, before the Expiration
Date.

         3.2.     This Option may be exercised by mailing or delivering to
Integrated Business Systems and Services, Inc., Attention: Corporate Secretary,
115 Atrium Way, Suite 228, Columbia, South Carolina 29223, (i) a written signed
notice of such exercise which specifies the Effective Grant Date of this Option,
and the number of Shares being purchased, and (ii) payment for such Shares by
check (which clears in due course) payable to Integrated Business Systems and
Services, Inc. and/or by surrender of Shares previously owned by the Optionee
valued at the Fair Market Value thereof on the date received by the Company. The
Option shall be deemed exercised and the Shares purchased thereby shall be
deemed issued as of the date such payment is received by the Company.
<PAGE>   15

4.       Non-transferability of Option. This Option shall not be transferable by
the Optionee other than by will or the laws of descent and distribution and
shall be exercisable during the Optionee's lifetime only by the Optionee.

5.       Adjustment in Shares Subject to the Option. The Committee will make
appropriate adjustments in the number of Shares subject to this Option or the
Option Price in order to give effect to changes made in the number of
outstanding Shares as a result of a merger, consolidation, recapitalization,
reclassification, combination, stock dividend, stock split, or other relevant
change.

6.       Rights as Shareholder or Employee.

         6.1.     This Option shall not entitle the Optionee to any rights as a
shareholder of the Company with respect to any Shares subject to this Option
until it has been exercised and any such Shares issued.

         6.2.     This Option does not confer upon the Optionee any right with
respect to continuation of employment by the Company or a Subsidiary, nor does
it in any way interfere with or affect Optionee's right, the Company's right or
a Subsidiary's right to terminate such employment at any time.

7.       Withholding. The Committee will make whatever arrangements the Company
deems necessary or appropriate to comply with all applicable tax withholding
requirements. The Committee and the Company shall have no obligation to deliver
a certificate evidencing the Shares purchased upon exercise of the Option unless
and until tax withholding arrangements satisfactory to the Company are made. The
Optionee's failure to comply with the required withholding arrangements shall
result in a forfeiture of any benefits hereunder.

8.       Entire Agreement. This Agreement, together with the provisions of the
Plan which are incorporated herein by reference, constitutes the entire
Agreement between the Optionee and the Company with respect to the Option
granted hereunder.

9.       Applicable Law. The Plan and this Agreement shall be governed by the
laws of the State of South Carolina.

                                 INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.



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

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



                                 ---------------------------------------------
                                 Optionee (Signature)



                                 ---------------------------------------------
                                 Optionee (Please print full name)


                                        2
<PAGE>   16

                       NONQUALIFIED STOCK OPTION AGREEMENT


         This Agreement, dated as of __________, implements the grant of a
nonqualified stock option pursuant to action of the committee ("Committee")
appointed by the Board of Directors ("Board") of Integrated Business Systems and
Services, Inc. ("Company") to ("Optionee") subject to the terms and conditions
of the Integrated Business Systems and Services, Inc. 2001 Stock Incentive Plan
("Plan") and the terms and conditions set forth below. Terms defined in the Plan
shall have the same meaning herein as in the Plan.

       The Committee desires to afford the Optionee the opportunity to acquire
Shares of the Company's common stock so the Optionee has a proprietary interest
in the Company, and the Optionee desires the opportunity to acquire Shares.
Accordingly, the Company and the Optionee agree as follows:

1.       Grant of Option and Purchase Price. The Company, pursuant to action of
the Committee, grants to the Optionee an Option to purchase ______________
Shares at a price of $_________________ per share ("Option Price"), which has
been determined to be not less than the Fair Market Value of a Share on the date
of grant of this option.

2.       Expiration of the Option. This Option shall expire ("Expiration Date")
on the earlier of (i) _______________ (__________) years from the date hereof;
(ii) three months after the Optionee ceases to be a Director, an Employee or a
Consultant of the Company, a Parent or a Subsidiary (twelve months if
termination of employment is due to the Optionee's death or the Optionee having
incurred a Permanent and Total Disability or the date of termination of
employment, if termination of employment is due to Cause); (iii) the date this
Option is fully exercised; or (iv) the date mutually agreed to by the Committee
and the Optionee.

3.       Exercise of Option

         3.1.     Subject to any other conditions herein, this Option shall vest
on the _________ anniversary date of this Agreement. The Optionee's vested
percentage of the total grant hereunder shall be fixed as of the date the
Optionee is no longer a Director, an Employee or a Consultant of the Company, a
Subsidiary or a Parent and shall not increase during the additional period, if
any, during which this Option may be exercised under Section 2, 2 hereof. Vested
portions of this Option may be exercised at any time, in whole or in part,
before the Expiration Date.

         3.2.     This Option may be exercised by mailing or delivering to
Integrated Business Systems and Services, Inc., Attention: Corporate Secretary,
115 Atrium Way, Suite 228, Columbia, South Carolina 29223, (i) a written signed
notice of such exercise which specifies the Grant Effective Date of this Option,
and the number of Shares being purchased, and (ii) payment for such Shares by
check (which clears in due course) payable to Integrated Business Systems and
Services, Inc. and/or by surrender of Shares previously owned by the Optionee
valued at the Fair Market Value thereof on the date received by the Company. The
Option shall be deemed exercised and the Shares purchased thereby shall be
deemed issued as of the date such payment is received by the Company.
<PAGE>   17

4.       Non-transferability of Option. This Option shall not be transferable by
the Optionee other than by will or the laws of descent and distribution and
shall b exercisable during the Optionee's lifetime only by the Optionee.

5.       Adjustment in Shares Subject to the Option. The Committee will make
appropriate adjustments in the number of Shares subject to this Option or the
Option Price in order to give effect to changes made in the number of
outstanding Shares as a result of a merger, consolidation, recapitalization,
reclassification, combination, stock dividend, stock split, or other relevant
change.

6.       Rights as Shareholder or Employee.

         6.1.     This Option shall not entitle the Optionee to any rights as a
shareholder of the Company with respect to any Shares subject to this Option
until it has been exercised and any such Shares issued.

         6.2.     This Option does not confer upon the Optionee any right with
respect to continuation of employment by the Company or a Subsidiary, nor does
it in any way interfere with or affect Optionee's right, the Company's right or
a Subsidiary's right to terminate such employment at any time.

7.       Withholding. The Committee will make whatever arrangements the Company
deems necessary or appropriate to comply with all applicable tax withholding
requirements. The Committee and the Company shall have no obligation to deliver
a certificate evidencing the Shares purchased upon exercise of the Option unless
and until tax withholding arrangements satisfactory to the Company are made. The
Optionee's failure to comply with the required tax withholding arrangements
shall result in a forfeiture of any benefits hereunder.

8.       Entire Agreement. This Agreement, together with the provisions of the
Plan which are incorporated herein by reference, constitutes the entire
Agreement between the Optionee and the Company with respect to the Option
granted hereunder.

9.       Applicable Law. The Plan and this Agreement shall be governed by the
laws of the State of South Carolina.

                             INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.



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

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



                             --------------------------------------------------
                             Optionee (Signature)


                             --------------------------------------------------
                             Optionee (Please print name)


                                        2