<PAGE>

                                                                   EXHIBIT 10.24

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INTEGRATED
BUSINESS SYSTEMS AND SERVICES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED,
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN.

                              Right to Purchase Up to 2,033,399
                              Shares of Common Stock of Integrated Business
                              Systems and Services, Inc. (subject to adjustment)

                          COMMON STOCK PURCHASE WARRANT

                                                              December 31, 2001

For good and valuable consideration, the receipt of which is hereby
acknowledged, Integrated Business Systems and Services, Inc. (the "Company")
hereby agrees that IBSS Class A Investors, a Michigan co-partnership, whose
address is c/o Seyburn, Kahn, Ginn, Bess and Serlin, P.C., 2000 Town Center,
Suite 1500, Southfield, Michigan 48075, Attention: Bruce H. Seyburn, Esq.
("Investor"), is entitled to purchase from the Company at any time or from time
to time before 5:00 p.m., Detroit time, on the Third Anniversary of the date
hereof (or if such anniversary is not a Business Day, then at 5 p.m. Detroit
time on the first Business Day after such third anniversary), up to two million
thirty three thousand three hundred ninety nine (2,033,399 shares of the
Company's fully paid and nonassessable shares of common stock, no par value per
share ("Common Stock") at a purchase price described below (the "Purchase
Price").

Purchase Price. The Purchase Price per share shall be equal to One and Sixty
--------------
100ths ($1.60) Dollars per share; provided; however, that if any of the debt
with respect to which this Warrant was issued remains unpaid on July 31, 2002,
the Purchase Price shall be equal to Sixty 100ths ($0.60) Dollars per share on
and after August 1, 2002.

Representations and Warranties. The Company represents and warrants to the
------------------------------
Investor, as follows:

         (a) Corporate Existence. The Company is a corporation duly
             -------------------
incorporated, validly existing and in good standing under South Carolina law and
has unconditional power and authority to conduct its business and own its
properties as now conducted and owned. The Company is qualified as a foreign
corporation to do business in all jurisdictions in which the nature of its
properties and business requires such qualification and in which noncompliance
with such qualification would materially affect the Company's business.

         (b) Power and Authority. The Company has unconditional power and
             -------------------
authority, and has taken all required corporate and other action necessary
(including stockholder approval, if necessary) to execute and deliver this
Warrant, to issue and sell the Stock as herein provided and otherwise to carry
out the terms of this Agreement, and none of such actions violate any provision
of the Company's Bylaws or Articles of Incorporation, or result in the breach of
or constitute a default under any agreement or instrument to which the Company
is a party or by which it is bound, or result in the creation or imposition of
any material lien, claim or encumbrance on any Company asset. This Warrant
constitutes the valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms.

         (c) Ownership and Status of Stock. As of December 31, 2001, the Company
             -----------------------------
has approximately 17,775,000 shares of Common Stock issued and outstanding and
approximately 9,380,000 shares isssuable upon the exercise of then-outstanding
options or warrants or upon conversion of any then-outstanding convertible
security The Company ha no shares of preferred stock (nor any other shares of
stock) issued or outstanding at this time, nor does the Company have issued or
outstanding any warrants, convertible securities, convertible debt, options, or
any other rights in the hands of any third party which are convertible

                                      -1-

<PAGE>


into shares of Common Stock except as set forth on the Company's Capitalization
Table dated December 28, 2001 (which may accompany this Warrant as Exhibit D).
No shares of Common Stock are held in the Company's treasury. No shares of
Common Stock are entitled to any cumulative voting rights, pre-emptive rights
(other than as set forth in documents executed contemporaneously herewith).

As used herein the following terms have the following meanings:

          1. The term "Company" shall include Integrated Business Systems and
     Services, Inc. and any corporation that shall succeed to or assume the
     obligations of Integrated Business Systems and Services, Inc.

          2. The term "Common Stock" includes (a) the Company's Common Stock, no
     par value per share, as authorized on the date of this Warrant, (b) any
     other capital stock of any class or classes (however designated) of the
     Company, authorized on or after such date, the holders of which shall have
     the right, without limitation as to amount, either to all or to a share of
     the balance of current dividends and liquidating dividends after the
     payment of dividends and distributions on any shares entitled to
     preference, and the holders of which shall be entitled to vote for the
     election of directors of the Company and (c) any other securities into
     which or for which any of the securities described in (a) or (b) may be
     converted or exchanged pursuant to a plan of recapitalization,
     reorganization, merger, sale of assets or otherwise.

          3. The term "Shares" means the Common Stock issued or issuable upon
     exercise of this Warrant.

          4. The term "Securities Act" means the Securities Act of 1933, or any
     successor federal statute, and the rules and regulations of the Securities
     and Exchange Commission thereunder, all as the same shall be in effect at
     the time.

          5. The term "Securities and Exchange Commission" or "Commission"
     refers to the Securities and Exchange Commission or any other federal
     agency then administering the Securities Act.

          6. The term "Securities Exchange Act" means the Securities Exchange
     Act of 1934 or any successor federal statute, and the rules and regulations
     of the Securities and Exchange Commission thereunder, all as the same shall
     be in effect at the time.

          7. The term "Business Day" shall mean any day on which the Nasdaq
     Stock Market is open for trading in the United States.

1.   Exercise of Warrant. This Warrant may be exercised by the Investor in whole
     -------------------
     or in part by surrender of this Warrant, with the form of subscription
     attached as Exhibit A (the "Subscription Form") duly executed by the
     Investor, to the Company at its principal office or at the office of its
     Warrant agent (as provided in Section 10), accompanied by a full recourse
     secured promissory note, payable upon the earlier of five days following
     written notice that the Securities and Exchange Commission has declared
     effective the registration statement described in Sections 1 and 8 hereof
     or two years from the date of issuance of such note, in the form attached
     as Exhibit B (the "Secured Note"). Upon exercise of the Warrant by the
     Investor, the Company shall proceed to file a registration statement with
     the Securities and Exchange Commission to register the shares of Common
     Stock underlying the exercised Warrant in accordance with Section 8 hereof
     within 60 days of the exercise of the Warrant. The Company shall have up to
     six months from the date of the exercise of this Warrant to cause the
     Securities and Exchange Commission to have the registration statement
     declared effective. If the Company is not able to cause the Securities and
     Exchange Commission to declare the registration statement effective within
     such six-month period, the Purchase Price for this Warrant and the
     principal balance of the Secured Note shall be reduced 1.5% per month for
     each month or portion thereof in the next succeeding six months during
     which the Company is unable to cause the Securities and Exchange Commission
     to declare the registration statement effective, and shall be reduced 2.5%
     per month or portion thereof in the next succeeding 12 months thereafter
     during which

                                      -2-


<PAGE>

     the Company is unable to cause the Securities and Exchange Commission to
     declare the registration statement effective. If exercise(s) of this
     Warrant occur prior to the Expiration Date hereof for less than the full
     amount of the shares which are subject to this Warrant, the Company will
     issue a new Warrant or Warrants of like tenor, in the name of the Investor
     for the number of shares remaining un-purchased under the Warrant.

2.   Delivery of Stock Certificates etc. on Exercise. The Company agrees that
     -----------------------------------------------
     the shares of Common Stock purchased upon exercise of this Warrant shall be
     deemed to be issued to the Investor hereof as the record owner of such
     shares as of the close of business on the date on which this Warrant shall
     have been surrendered and payment made for such shares as aforesaid.

     As soon as practicable after the exercise of this Warrant in full or in
     part, and in any event within 10 days thereafter, the Company at its
     expense will cause to be issued in the name of the Investor hereof a
     certificate or certificates for the number of duly and validly issued,
     fully paid and nonassessable shares of Common Stock to which such Investor
     shall be entitled on such exercise. To the extent the Purchase Price is
     paid by a promissory note, the certificate or certificates will be held in
     escrow until the note is paid in full.

3.   Adjustments for Anti-Diluting Issues; Fractional Share Payments; Taxes.
     -----------------------------------------------------------------------

3.1  Adjustment for Subdivisions and Certain Dividends and Distributions. If the
     -------------------------------------------------------------------
     Company shall at any time (i) make subdivision of shares of Common Stock
     outstanding or (ii) pay a dividend or make a distribution in shares of
     Common Stock, the Purchase Price in effect immediately prior to such action
     shall be proportionately decreased, and in case the Company shall at any
     time reduce the number of shares of Common Stock outstanding, by
     combination or otherwise, the Purchase Price in effect immediately prior to
     such combination shall be proportionately increased. Any adjustment made
     pursuant to this Section 3.1 shall, in the case of a subdivision or
     combination, become effective as of the effective date thereof, and shall,
     in the case of a dividend or distribution, become effective as of the close
     of business of the record date for the determination of shareholders
     entitled thereto.

3.2  Adjustment for Other Dividends and Distributions. In the event the Company
    -------------------------------------------------
     at any time or from time to time shall make or issue, or fix a record date
     for the determination of holders of Common Stock entitled to receive, a
     dividend or other distribution payable in securities of the Company other
     than shares of Common Stock, then and in each such event provision shall be
     made so that the holder of this Warrant shall receive upon exercise of this
     Warrant the amount of securities of the Company that it would have received
     had this Warrant been converted into Common Stock on the date of such event
     and had thereafter, during the period from the date of such event to and
     including the exercise date, retained such securities receivable by it as
     aforesaid during such period, giving application to all other adjustments
     called for during such period under this Section 3 with respect to the
     rights of the holder of this Warrant.

3.3  Adjustment for Reorganizations, Reclassifications and Other Changes. If the
     -------------------------------------------------------------------
     Common Stock issuable upon the exercise of this Warrant shall be changed
     into the same or a different number of shares of any class or classes of
     stock, whether by capital reorganization, reclassification or otherwise
     (other than a merger, consolidation or sale of assets as provided in
     Section 3.4 below, or a subdivision or combination of shares or stock
     dividend provided for in Section 3.1 above, or a reorganization provided
     for in Section 3.4 below), then and in each such event the holder of this
     Warrant shall have the right thereafter to convert this Warrant into the
     kind and amounts of shares of stock and other securities and property
     receivable upon such reorganization, reclassification or other change, by
     holders of the number of shares of Common Stock into which this Warrant
     might have been converted immediately prior to such reorganization,
     reclassification or change, all subject to further adjustment as provided
     herein.

3.4  Adjustment for Mergers, Considerations or Sales of Assets. If at any time
     ---------------------------------------------------------
     or from time to time there shall be a capital reorganization of the
     Company's capital stock (other than a subdivision, combination,
     reclassification or exchange of shares provided for elsewhere in this
     Section 3) or a merger or consolidation of the Company with or into another
     corporation, or the sale of all or substantially all the Company's
     properties and assets to any other person, then, as a part of such

                                      -3-

<PAGE>

     reorganization, merger, consolidation or sale, provision shall be made so
     that the holder of this Warrant shall thereafter be entitled to receive
     upon exercise of this Warrant, the number of shares of stock or other
     securities of property of the Company, or of the successor corporation
     resulting from such merger or consolidation or sale, to which a holder of
     that number of shares of Common Stock deliverable upon exercise of this
     Warrant would have been entitled on such capital reorganization, merger,
     consolidation or sale. In any such case, appropriate adjustment shall be
     made in the application of the provisions of this Section 3 with respect to
     the rights of the Holder of this Warrant after the reorganization, merger,
     consolidation or sale to the end that the provisions of this Section 3
     (including adjustment of the Purchase Price then in effect and the number
     of shares issuable upon exercise of this Warrant) shall be applicable after
     that event as nearly equivalent as may be practicable.

3.5  Adjustment for Sales Below Purchase Price. For purposes of this Section
     -----------------------------------------
     3.5, "Additional Shares of Common Stock" shall mean all shares of Common
     Stock issued or deemed issued by the Company after the date hereof, whether
     or not subsequently reacquired or retired by the Company, excluding (i)
     shares of Common Stock issued upon exercise of this Warrant; and (ii) up to
     4,882,776 shares of Common Stock (as adjusted for all stock dividends,
     stock splits, subdivisions and combinations) issued to employees, officers,
     directors, consultants or other persons performing services for the Company
     (if so issued solely because of any such person's status as an officer,
     director, employee, consultant or other person performing services for the
     Company and not as part of any offering of the Company's securities)
     pursuant to any warrant, stock option plan, stock purchase plan, management
     incentive plan, consulting agreement or arrangement or other contract or
     undertaking approved by the Board.

          (1)  If at any time or from time to time the Company shall issue
          or sell Additional Shares of Common Stock, other than pursuant to
          Sections 3.1, 3.2, 3.3 or 3.4 above, for a consideration per share
          less than the then existing Purchase Price, then and in each case the
          then existing Purchase Price shall be reduced, as of the opening of
          business on the date of such issue or sale, to a price determined by
          multiplying the existing Purchase Price by a fraction (A) the
          numerator of which shall be (x) the number of shares of Common Stock
          outstanding immediately prior to such issue or sale, plus (y) the
          number of shares of Common Stock that the aggregate consideration
          received by the Company for the total number of Additional Shares of
          Common Stock so issued would purchase at such Purchase Price, and (B)
          the denominator of which shall be the number of shares of Common Stock
          outstanding immediately prior to such issue or sale plus the number of
          such Additional Shares of Common Stock so issued.

          (2)  For the purpose of making any adjustment in the Purchase
          Price or number of shares of Common Stock purchasable on exercise of
          this Warrant as provided above, the consideration received by the
          Company for any issue or sale of securities shall:

               (A)   to the extent it consists of cash, be computed at the net
               amount of cash received by the Company after deduction of any
               underwriting or similar commissions, concessions or compensation
               paid or allowed by the Company in connection with such issue or
               sale;

               (B) to the extent it consists of services or property other than
               cash, be computed at the fair value of such services or property
               as determined in good faith by the Board; and

               (C) if Additional Shares of Common Stock, Convertible Securities
               (as hereinafter defined), or rights or options to purchase either
               Additional Shares of Common Stock or Convertible Securities are
               issued or sold together with other stock or securities or other
               assets of the Company for a consideration that covers both, be
               computed as the portion of the consideration so received that may
               be reasonably determined in good faith by the Board to be
               allocable to such Additional Shares of Common Stock, Convertible
               Securities or rights or options.

                                      -4-

<PAGE>

          (3)  For the purpose of the adjustment provided in Section 3.5(1),
          if the Company shall issue any rights or options for the purchase of,
          or stock or other securities convertible into, Additional Shares of
          Common Stock (such convertible stock or securities being hereinafter
          referred to as "Convertible Securities"), then, in each case, if the
          Effective Price (as hereinafter defined) of such rights, options or
          Convertible Securities shall be less than the then existing Purchase
          Price, the Company shall be deemed to have issued at the time of the
          issuance of such rights or options or Convertible Securities the
          maximum number of Additional Shares of Common Stock issuable upon
          conversion or exercise thereof and to have received as consideration
          for the issuance of such shares an amount equal to the total amount of
          the consideration, if any, received by the Company for the issuance of
          such rights or options or Convertible Securities, plus, in the case of
          such options or rights, the minimum amounts of consideration, if any,
          payable to the Company upon exercise or conversion of such options or
          rights. For purposes of the foregoing, "Effective Price" shall mean
          the quotient determined by dividing the total of all such
          consideration by such maximum number of Additional Shares of Common
          Stock. No further adjustment of the Purchase Price adjusted upon the
          issuance of such rights, options or Convertible Securities shall be
          made as a result of the actual issuance of Additional Shares of Common
          Stock on the exercise of any such rights or options or the conversion
          of any such Convertible Securities. If any such rights or options or
          the conversion privilege represented by any such Convertible
          Securities shall expire without having been exercised, the Purchase
          Price adjusted upon the issuance of such rights, options or
          Convertible Securities shall be readjusted to the Purchase Price that
          would have been in effect had an adjustment been made on the basis
          that the only Additional Shares of Common Stock so issued were the
          Additional Shares of Common Stock, if any, actually issued or sold on
          the exercise of such rights or options, or rights of conversion of
          such Convertible Securities, and such Additional Shares of Common
          Stock, if any, were issued or sold for the consideration actually
          received by the Company upon such exercise, plus the consideration, if
          any, actually received by the Company for the granting of all such
          rights and options, whether or not exercised, plus the consideration
          received for issuing or selling the Convertible Securities actually
          converted plus the consideration, if any, actually received by the
          Company on the conversion of such Convertible Securities.

          (4)  For the purpose of the adjustment provided for in Section
          3.5(1), if the Company shall issue any rights or options for the
          purchase of Convertible Securities, then in each such case, if the
          Effective Price thereof is less than the existing Purchase Price, the
          Company shall be deemed to have issued at the time of the issuance of
          such rights or options the maximum number of Additional Shares of
          Common Stock issuable upon conversion of the total amount of
          Convertible Securities covered by such rights or options and to have
          received as consideration for the issuance of such Additional Shares
          of Common Stock an amount equal to the amount of consideration, if
          any, received by the Company for the issuance of such rights or
          options, plus the minimum amounts of consideration, if any, payable to
          the Company upon the conversion of such Convertible Securities. For
          the purposes of the foregoing, "Effective Price" shall mean the
          quotient determined by dividing the total amount of such consideration
          by such maximum number of Additional Shares of Common Stock. No
          further adjustment of such Purchase Price adjusted upon the issuance
          of such rights or options shall be made as a result of the actual
          issuance of the Convertible Securities upon the exercise of such
          rights or options or upon the actual issuance of Additional Shares of
          Common Stock upon the conversion of such Convertible Securities. The
          provisions of Section 3.5(3) for the readjustment of such Purchase
          Price upon the expiration of rights or options or the rights of
          conversion of Convertible Securities, shall apply mutatis mutandis to
          the rights, options and Convertible Securities referred to in this
          Section 3.5(4).

3.6  Fractional Share Payment. No fractional shares or script representing
     ------------------------
     fractional shares shall be issued upon the exercise of this Warrant and if
     the exercise of this Warrant results in a fraction, in lieu of any such
     fractional share the Company shall pay cash equal to such fraction
     multiplied by the then effective Purchase Price.

3.7  Taxes. The issuance of certificates for shares of Common Stock upon the
     -----
     exercise of this Warrant shall be made without charge to the Investor for
     any tax in respect of the issuance of such certificates,

                                      -5-

<PAGE>


     and such certificates shall be issued in the respective names of, or in
     such names as may be directed by, the Investor; provided, however, that the
     Company shall not be required to pay any tax which may be payable in
     respect of any transfer involved in the issuance and delivery of any such
     certificate in the name other than that of the Investor, and the Company
     shall not be required to issue or deliver such certificates unless or until
     the person or persons requesting the issuance thereof shall have paid to
     the Company the amount of such tax or shall have establish to the
     satisfaction of the Company that such tax has been paid.

3.8  Accountant's Certificate as to Adjustments. In the case of any adjustment
     ------------------------------------------
     or readjustment in the Purchase Price or number of shares of Common Stock
     issuable on the exercise of this Warrant, the Company at its expense will
     promptly cause independent certified public accountants of recognized
     standing selected by the Company to compute such adjustment or readjustment
     in accordance with the terms of this Warrant and prepare a certificate
     setting forth such adjustment or readjustment and showing in detail the
     facts upon which such adjustment or readjustment is based, including a
     statement of (a) the consideration received or receivable by the Company
     for any additional shares of Common Stock issued or sold or deemed to have
     been issued or sold, (b) the number of shares of Common Stock outstanding
     or deemed to be outstanding, and (c) the Purchase Price in effect and
     number of shares of Common Stock for which this Warrant was exercisable
     immediately prior to such issue or sale and as each is adjusted and
     readjusted on account thereof. The Company will forthwith mail a copy of
     each such certificate to Investor.

3.9  Covenant Against Short Sales. The Investor acknowledges that on the date
     ----------------------------
     hereof and at no time since the Investor's execution of any subscription or
     other document contemplating the issuance of this Warrant, the Investor has
     not held or caused to be held, directly or indirectly, a "short" position
     in the Common Stock, and the Investor agrees that, during the Restricted
     Period, the Investor will not (directly or indirectly through any other
     person or entity) hold or maintain a short position in or undertake a short
     sale of any of the Company's equity securities or equity-linked securities.
     The Restricted Period shall begin on the date of this Warrant and shall
     continue so long as this Warrant remains in effect (and, if this Warrant is
     exercised, then during the period which ends sixty (60) days after the
     earlier of: (i) the effectiveness of a Registration Statement as to the
     Common Stock purchased hereunder, or (ii) the Registration Deadline

4.   No Dilution or Impairment. The Company will not, by amendment of its
     -------------------------
     certificate of incorporation or through any reorganization, transfer of
     assets, consolidation, merger, dissolution, issue or sale of securities or
     any other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms of this Warrant, but will at all times in
     good faith assist in the carrying out of all such terms and in the taking
     of all such action as may be necessary or appropriate in order to protect
     the rights of the holders of this Warrant against dilution or other
     impairment. Without limiting the generality of the foregoing, the Company
     (a) will not increase the par value of any shares of stock receivable on
     the exercise of this Warrant above the amount payable therefor on such
     exercise, (b) will at all times reserve and keep available out of its
     authorized capital stock, solely for the purpose of issue upon exercise of
     this Warrant as herein provided, such number of shares of Common Stock as
     shall then be issuable upon exercise of this Warrant in full and shall take
     all such action as may be necessary or appropriate in order that all shares
     of Common Stock that shall be so issuable shall be duly and validly issued
     and fully paid and nonassessable and free from all taxes, liens and charges
     with respect to the issue thereof, (c) will not effect a subdivision or
     split up of shares or similar transaction with respect to any class of the
     Common Stock without effecting an equivalent transaction with respect to
     all other classes of Common Stock, and (d) will not issue any capital stock
     of any class which is preferred as to dividends or as to the distribution
     of assets upon voluntary or involuntary dissolution, liquidation or winding
     up, unless the rights of the holders thereof shall be limited to a fixed
     sum or percentage of par value in respect of participation in dividends and
     in any such distribution of assets.

5.   Reporting Requirements. Prior to the exercise or expiration of the right to
     ----------------------
     exercise this Warrant; to the extent the following documents and/or
     information is not, at the times indicated below (including any extension
     of such times as permitted under the regulations of the Securities and
     Exchange Commission), available publicly through the Internet or through
     the EDGAR filing system accessible through the Securities and Exchange
     Commission's web site at (http://www.sec.gov), the Company

                                      -6-

<PAGE>

     shall furnish to the Investor:

          (a) Within 45 days after the end of each of the first three calendar
     quarterly accounting periods in each fiscal year of the Company unaudited
     consolidated income statements of the Company and its subsidiaries for each
     such quarterly period and for the six-month and nine-month periods, as
     applicable, from the beginning of the applicable fiscal year to the end of
     the applicable calendar quarter, and a consolidated balance sheet of the
     Company and its subsidiaries as of the end of each such quarterly period,
     setting forth in each case comparisons to the corresponding period(s) in
     the preceding fiscal year, all such statements having been prepared in
     accordance with generally accepted accounting principles, consistently
     applied; and, to the extent requested by the Investor, comparisons in each
     case to the Company's quarterly budget for the corresponding quarterly
     period; provided, however, that where the Company or its counsel reasonably
     deems such budget information to constitute material non-public information
     under applicable federal or state securities laws, then the Company shall
     have no obligation to deliver such budget information hereunder unless and
     until Investor has executed such confidentiality and public trading lock-up
     agreements as shall be deemed satisfactory to the Company and its legal
     counsel.

          (b) Within 90 days after the end of each fiscal year of the Company,
     consolidated statements of income of the Company and its subsidiaries for
     such fiscal year, and a consolidated balance sheet of the Company and its
     subsidiaries as of the end of such fiscal year, setting forth in each case
     comparisons to the preceding fiscal year, all prepared in accordance with
     generally accepted accounting principles, consistently applied; and
     accompanied by (i) a copy of the opinion received by the Company from an
     independent accounting firm of recognized standing acceptable to the
     Investor, (ii) to the extent requested by the Investor, a certificate from
     such accounting firm, addressed to the Company's board of directors,
     stating that in the course of its examination nothing came to its attention
     that caused it to believe that there was any default by the Company or any
     of its subsidiaries in the fulfillment of or compliance with any of the
     terms, covenants, provisions or conditions of any material agreement to
     which the Company or any such subsidiary is a party or, if such accountants
     have reason to believe any such default by the Company or any such
     subsidiary exists, a certificate specifying the nature and period of
     existence thereof, (iii) to the extent requested by the Investor, a copy of
     such firm's annual management letter to the board of directors; and (iv) to
     the extent requested by the Investor, comparisons of the Company's
     statements of income to the Company's annual budget for the corresponding
     annual period; provided, however, that where the Company or its counsel
     reasonably deems such budget information to constitute material non-public
     information under applicable federal or state securities laws, then the
     Company shall have no obligation to deliver such budget information
     hereunder unless and until Investor has executed such confidentiality and
     public trading lock-up agreements as shall be deemed satisfactory to the
     Company and its legal counsel.

          (c) Promptly following receipt thereof, any additional reports,
     management letters or other detailed information concerning significant
     aspects of the Company's operations and financial affairs given to the
     Company by its independent accountants (and not otherwise contained in
     other materials provided hereunder);

          (d) At least 30 days but not more than 90 days prior to the end of
     each fiscal year of the Company, to the extent requested by the Investor,
     an annual budget prepared on a monthly basis for the Company and its
     subsidiaries for the succeeding fiscal year (displaying anticipated
     statements of income, changes in financial position and balance sheets),
     and promptly upon preparation thereof any other significant budgets which
     the Company prepares and any revisions of such annual or other budgets; ;
     provided, however, that where the Company or its counsel reasonably deems
     such budget information to constitute material non-public information under
     applicable federal or state securities laws, then the Company shall have no
     obligation to deliver such budget information hereunder unless and until
     the Investor has executed such confidentiality and public trading lock-up
     agreements as shall be deemed satisfactory to the Company and its legal
     counsel.

          (e) Within ten days after transmission thereof, copies of all
     financial statements, proxy statements, reports and any other general
     written communications which the Company sends to its stockholders and
     copies of all registration statements and all regular, special or periodic
     reports which

                                       7

<PAGE>

     it files, or any of its officers or directors file with respect to the
     Company, with the Securities and Exchange Commission or with any securities
     exchange on which any of the Company's securities are then listed, and
     copies of all press releases and other statements made available generally
     by the Company to the public concerning material developments in the
     Company's business; and

          (f) With reasonable promptness, such other information and financial
     data concerning the Company and its Subsidiaries as any person entitled to
     receive information under this Section 5 may reasonably request.

          (g) Accompanying the financial statements referred to in subparagraph
     (a) above, to the extent requested by the Investor, an Officer's
     Certificate from the Chief Financial Officer of the Company stating that
     neither the Company nor any of its subsidiaries is in default under any of
     its other material agreements or, if any such default exists, specifying
     the nature and period of existence thereof, and what actions the Company
     and its subsidiaries have taken and propose to take with respect thereto.

     Each of the financial statements referred to in subparagraph (a) and (b)
above will be true and correct in all material respects as of the dates and for
the periods stated therein, subject in the case of the unaudited financial
statements to changes resulting from normal year-end audit adjustments.

     The Company shall permit the Investor, or agents thereof, at any reasonable
time and from time to time to examine and make copies of and extracts from the
records and books of account of, and visit the properties of, the Company and
any of its subsidiaries, and to discuss the affairs, finances, and accounts of
the Company and any of the subsidiaries with any of their officers or directors
and independent accountants. The Investor's rights under this subparagraph shall
be conditioned upon the prior execution by Investor and delivery to the Company
of an appropriate confidential and public trading lock-up agreement with the
Company.

6.   [RESERVED]

7.   Assignment; Exchange of Warrant. With the prior written consent of the
     -------------------------------
     Company (which shall not be unreasonably withheld or delayed), this Warrant
     may be transferred by Investor (a "Transferor") with respect to any or all
     of the Shares; provided, however, that any member of Investor may assign or
     transfer its membership interest in Investor without obtaining the consent
     of the Company. On the surrender for exchange of this Warrant, with the
     Transferor's endorsement in the form of Exhibit C attached hereto (the
     "Transferor Endorsement Form"), the Company at its expense will issue and
     deliver to or on the order of the Transferor thereof a new Warrant or
     Warrants of like tenor, in the name of the Transferor and/or the
     transferee(s) specified in such Transferor Endorsement Form (each a
     "Transferee"), filling in the aggregate on the face or faces thereof for
     the number of shares of Common Stock called for on the face or faces of the
     Warrant so surrendered by the Transferor.

8.   Registration Rights, Procedure; Indemnification. The Company shall within
     -----------------------------------------------
     sixty (60) days following exercise of this Warrant prepare and file at its
     expense with all applicable federal, state and stock exchange authorities,
     and use its best efforts to cause to become effective as soon as possible
     (but in any event within 180 days after the date of exercise), a
     registration statement with respect to the Common Stock issued by the
     Company in connection with the exercise of this Warrant to enable the
     holder of this Warrant to resell such Common Stock following the effective
     date of the registration statement, subject, however, to any limitations on
     resale that may be imposed by law if holder is an affiliate of the Company.
     The Company shall also file the appropriate applications with the Nasdaq
     Stock Market, or the Over-the-Counter Bulletin Board so that such Common
     Stock is freely tradeable on the Nasdaq Stock Market, or the
     Over-the-Counter Bulletin Board following the effective date of the
     registration statement. If the Company is unable to cause the Securities
     and Exchange Commission to declare the registration statement effective
     within six months of the date of exercise of this Warrant, the Purchase
     Price and the outstanding principal balance of the Secured Note shall be
     reduced as set forth in Section 1 hereof. At its expense, the Company will
     keep the registration effective for so long as the holder holds shares of
     Common Stock (or, if earlier, until such time as Investor may sell all of
     its stock in a single transaction on the Nasdaq Stock Market , or the
     Over-the-Counter Bulletin Board without registration pursuant to Rule 144
     of the Securities Act of 1933). The

                                       8

<PAGE>

     Company shall indemnify the holder against any losses, claims, damages or
     expenses (including reasonable attorney fees) arising out of any untrue
     statement or alleged untrue statement of any material fact contained in any
     registration statement filed by the Company pursuant to this Warrant
     (except for erroneous information supplied to the Company by the holder).

9.   Replacement of Warrant. On receipt of evidence reasonably satisfactory to
     ----------------------
     the Company of the loss, theft, destruction or mutilation of the Warrant
     and, in the case of any such loss, theft or destruction of the Warrant, on
     delivery of an indemnity agreement or security reasonably satisfactory in
     form and amount to the Company or, in the case of any such mutilation, on
     surrender and cancellation of the Warrant, the Company at its expense will
     execute and deliver, in lieu thereof, a new Warrant of like tenor;
     provided, however, if the original Investor is the registered holder and
     the Warrant is lost, stolen or destroyed, the affidavit of the President,
     Treasurer or any Assistant Treasurer of the registered holder setting forth
     the circumstances with respect to such loss, theft or destruction shall be
     accepted as satisfactory evidence thereof, and no indemnity bond or other
     security shall be required as a condition to the execution and delivery by
     the Company of a new Warrant in replacement of such lost, stolen or
     destroyed Warrant other than the registered holder's written agreement to
     indemnify the Company.

10.  Warrant Agent. The Company may, by written notice to Investor, appoint an
     -------------
     agent for the purpose of issuing Common Stock on the exercise of the
     Warrant pursuant to Section 1, exchanging the Warrant pursuant to Section
     7, and replacing the Warrant pursuant to Section 9, or any of the
     foregoing, and thereafter any such issuance, exchange or replacement, as
     the case may be, shall be made at such office by such agent.

11.  Remedies. The Company stipulates that the remedies at law of the holder of
     --------
     this Warrant in the event of any default or threatened default by the
     Company in the performance of or compliance with any of the terms of this
     Warrant are not and will not be adequate, and that such terms may be
     specifically enforced by a decree for the specific performance of any
     agreement contained herein or by an injunction against a violation of any
     of the terms hereof or otherwise.

12.  Transferability, etc. This Warrant is issued upon the following terms, to
     --------------------
     all of which each holder or owner hereof by the taking hereof consents and
     agrees:

     (a)  title to this Warrant or a portion hereof may be transferred by
          endorsement (by the Transferor executing the Transferor Endorsement
          Form) and delivery in the manner set forth in Section 7 following any
          required consent by the Company;

     (b)  subject to the Company consent requirements in Section 7, any person
          in possession (which possession may be joint) of this Warrant with an
          executed Transferor Endorsement Form naming such person as a
          Transferee under the heading "Transferees" is authorized to represent
          himself as absolute owner of the portion of this Warrant stated in
          such Transferor Endorsement Form opposite the name of such person
          under the heading "Number Transferred" and is empowered to transfer
          absolute title to such portion of this Warrant by endorsement and
          delivery thereof to a bona fide purchaser thereof for value; each
          prior taker or owner waives and renounces all of his equities or
          rights in this Warrant in favor of each such bona fide purchaser, but
          shall remain obligated under any confidentiality agreement and/or
          public trading lock-up agreement executed in connection with this
          Warrant and each such bona fide purchaser shall acquire absolute title
          hereto and to all rights represented hereby; and

     (c)  until this Warrant is transferred on the books of the Company, the
          Company may treat the registered holder hereof as the absolute owner
          hereof for all purposes, notwithstanding any notice to the contrary.

13.  Notices, etc. All notices and other communications from the Company to the
     ------------
     holder of this Warrant shall be mailed by first class registered or
     certified mail, postage prepaid, at such address as may have been furnished
     to the Company in writing by such holder or, until any such holder
     furnishes to

                                       9

<PAGE>

     the Company an address, then to, and at the address of, the last holder of
     this Warrant who has so furnished an address to the Company.

14.  Miscellaneous. This Warrant and any term hereof may be changed, waived,
     -------------
     discharged or terminated only by an instrument in writing signed by the
     party against which enforcement of such change, waiver, discharge or
     termination is sought. This Warrant shall be construed and enforced in
     accordance with and governed by the laws of the State of Michigan. The
     headings in this Warrant are for purposes of reference only, and shall not
     limit or otherwise affect any of the terms hereof. This Warrant is being
     executed as an instrument under seal. The invalidity or unenforceability of
     any provision hereof shall in no way affect the validity or enforceability
     of any other provision.

15.  Consent to Jurisdiction. The Company hereby irrevocably submits to the
     -----------------------
     jurisdiction of the state courts of the State of Michigan and any United
     States federal court sitting in the State of Michigan in any action or
     proceeding arising out of or relating to this Warrant or any other
     agreement or transaction contemplated hereby, and the Company hereby
     irrevocably agrees that all claims in respect of such action or proceeding
     may be heard and determined in any such state or federal court. The Company
     hereby irrevocably waives, to the fullest extent it may effectively do so,
     the defense of an inconvenient forum to the maintenance of such action or
     proceeding. The Company hereby irrevocably consents to the service of any
     and all process in any such action or proceeding at its address set forth
     on the first page hereof or any place of business of the Company in the
     State of Michigan. Nothing in this Section shall affect the right of the
     holder of this warrant to serve legal process in any other manner permitted
     by law or affect the right of the holder to bring any action or proceeding
     against the other party or its property in courts of any other
     jurisdictions.

16.  Facsimile Signature. The Company may execute this Warrant and transmit its
     -------------------
     signature by facsimile, which shall be fully binding, and the Company shall
     deliver a manually signed original as soon as is practicable thereafter.

IN WITNESS WHEREOF, each of the Company and the Investor has executed this
Warrant under seal as of the date first written above.

                                  INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.

                                  By: /s/ GEORGE E.MENDENHALL
                                          George E. Mendenhall
                                          Chief Executive Officer

Accepted and Agreed by the Investor effective as of the date first set forth
above:

Investor

IBSS CLASS B INVESTORS, a Michigan co-partnership,

By: _____________________________

Its: _____________________________

                                       10





<PAGE>

Exhibit A

FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)

TO INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.

The undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant for, and to purchase thereunder, ______ shares of Common
Stock of Integrated Business Systems and Services, Inc. ("IBSS") and herewith
makes payment of $________ in the form of a secured promissory note to exercise
the Warrant, and requests that the certificates for such shares be issued in the
name of, and delivered to __________________________________, whose address
is______________________________________.

Dated:                            ____________________________________
                                  (Signature must conform to name of holder
                                  as specified on the face of the Warrant)

                                  ____________________________________

                                  ____________________________________

                                  ____________________________________

                                  (Address)

<PAGE>

Exhibit B

FORM OF SECURED PROMMISORY NOTE

                             SECURED PROMISSORY NOTE

$__________                                             date__________,________
Due Date: ____________                              location__________,________

                  This Promissory Note (the "Note") is made as the date written
above between__________, whose address is _______________________ ("Borrower")
and Integrated Business Systems and Services, Inc., whose address is 115 Atrium
Way, Suite 228 Columbia, South Carolina 29223 ("Lender"), and is issued as
payment of the exercise price of a certain Common Stock Purchase Warrant for the
purchase of the Lender's stock dated December 31, 2001 (the "Warrant"), which
was issued by Lender to Borrower.

Payment. FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender the
-------
principal sum of ____________ ($_______) Dollars (adjusted as set forth below)
(the "Principal Amount"), together with interest on the unpaid balance of the
Principal Amount, as follows:

Interest. Interest shall accrue on the unpaid balance of the Principal Sum at
--------
the rate of 9% per annum. In no event shall the interest rate payable under this
Note exceed the maximum rate permitted by law.

Maturity; Prepayment. The Principal Sum, together with accrued and unpaid
--------------------
interest thereon, shall be due and payable upon the first to occur of the
following: (i) five days following Borrower's receipt of written notice from
Lender that the Securities and Exchange Commission has declared effective the
registration statement described in Sections 1 and 8 of the Warrant; or (ii) the
second anniversary of this Note (the "Maturity Date"). Borrower may prepay any
and all principal and accrued interest due under this Note at any time without
additional interest or penalty.

Principal and interest shall be paid by the Borrower in lawful money of the
United States of America at Lender's address shown above, or at such other
address as the Lender may designate in writing to the Borrower.

Adjustment to Principal Amount. Lender acknowledges that the principal amount of
------------------------------
this Note may be reduced in the event that the effective date of the
Registration Statement described in Sections 1 and 8 of the Warrant is delayed
(or does not occur). The amount by which the principal amount may be reduced is
at set forth in Section 1 of the Warrant.

Default; Remedies. This Note shall be in default if Borrower either: (a) does
-----------------
not pay the principal and accrued interest within 5 days of the Maturity Date;
or (b) institutes proceedings for an order for relief, or consents to the
institution of such a proceeding against it, or files a petition or consent
seeking reorganization or arrangement under, the federal bankruptcy laws, or
consents to the appointment of a receiver or trustee or assignee in bankruptcy
of it or its property, or makes an assignment for the benefit of creditors, or
admits in writing its inability to pay its debts generally as they become due.
Lender shall have the right to exercise any and all rights available to it under
South Carolina law. In the event an action is commenced to collect amounts due
under this Note, the substantially prevailing party in such action shall be
entitled to recover its attorney fees. No delay on the part of Lender in the
exercise of any of the aforesaid rights or remedies shall operate as a waiver
thereof, and no single or partial exercise of any right or remedy by the Lender
shall preclude the exercise of any other right or remedy. Any remedy provided
hereunder shall be in addition to all other remedies available to Lender and
such remedies shall be cumulative.

Assignment. This Note and all rights and remedies of the Lender shall inure to
----------
the benefit of the Lender's legal representatives, successors and assigns and to
any other holder who derives title to or interest in this Note, and shall bind
the Borrower and its legal representatives, successors and assigns.

Notices. Any notices required by the terms of this Note, until further notice in
-------
writing, shall be sent by registered or certified mail, return receipt
requested, postage prepaid, to the Borrower and Lender at their respective
addresses shown above.

<PAGE>

Waiver; Severability. Borrower waives presentment, demand for payment, notice of
--------------------
dishonor, notice of protest, and protest, and all other notices or demands in
connection with the delivery, acceptance, performance, default, endorsement of
this instrument (except for any notice or grace period expressly provided in
this Note); and agrees that no obligation hereunder shall be discharged by any
extension, indulgence or release given to any guarantor or other person or by
the release or non-enforcement of any security given in connection herewith.
Notwithstanding anything herein to the contrary, nothing shall limit any rights
granted to Lender by other instruments or by law.

Security. Borrower's promise to pay this Note is also secured by a security
--------
interest in [treasury bill, certificate of deposit] being held by Lender. Upon a
default by Borrower under this Promissory Note, Lender, in addition to any other
remedies which it may have at law or equity, may foreclose its security interest
on the collateral.

Governing Law. This Note shall be deemed to be delivered in the State of South
-------------
Carolina and shall be governed by and be construed in accordance with the laws
of the State of South Carolina.

Choice of Forum. The parties agree that all actions arising directly or
---------------
indirectly out of this Agreement shall be litigated exclusively in the United
States District Court for South Carolina or the Richland County, South Carolina
Circuit Court, and the parties hereby irrevocably consent to the jurisdiction
and venue of those courts over the parties to this Agreement.

Due Authority. Borrower represents and warrants to Lender that this Note is a
-------------
valid, binding obligation of the Borrower and enforceable in accordance with its
terms, and Borrower's execution of this Note does not conflict with any other
legal obligation of Borrower.

                                                   _____________________________