COMPLETE BUSINESS SOLUTIONS INC, PRE 14A, 1998-03-31

COMPLETE BUSINESS SOLUTIONS INC
PRE 14A, 1998-03-31
COMPUTER PROGRAMMING SERVICES

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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

COMPLETE BUSINESS SOLUTIONS, INC.
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(Name of Registrant as Specified in Its Charter)

[COMPANY NAME]
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

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<PAGE> 2

COMPLETE BUSINESS SOLUTIONS, INC.
32605 W. TWELVE MILE ROAD, SUITE 250
FARMINGTON HILLS, MI 48334
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------------------------------------------------------

The annual meeting of shareholders of Complete Business Solutions, Inc., a
Michigan corporation ("CBSI") will be held at The Ritz-Carlton Hotel, Fairlane
Plaza, 300 Town Center Drive, Dearborn, Michigan 48126, on May 8, 1998 at 9:00
a.m. (local time) for the following purposes:

1. to consider and act upon a proposal to amend the Articles of
Incorporation of CBSI to increase the number of shares of CBSI Common Stock
which CBSI is authorized to issue from 30,000,000 to 200,000,000;

2. to consider and act upon a proposal to amend the Bylaws of CBSI to
increase the maximum number of directors from 7 to 9;

3. to consider and act upon a proposal to increase the number of
shares of CBSI Common Stock authorized for issuance pursuant to the CBSI
1996 Stock Option Plan from 3,247,454 shares to 7,247,454 shares of CBSI
Common Stock;

4. to consider and act upon a proposal to approve the CBSI Employee
Stock Purchase Plan;

5. to elect directors;

6. to consider and act upon a proposal to confirm the appointment of
Arthur Andersen LLP as the independent auditors of CBSI for the year ending
December 31, 1998; and

7. to transact any such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on March 31, 1998 as
the record date for determining shareholders entitled to notice of and to vote
at the meeting.

A proxy and return envelope are enclosed for your convenience.

By Order of the Board of Directors

Rajendra B. Vattikuti
President and Chief Executive Officer
April , 1998

- --------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT

PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED SELF-ADDRESSED, STAMPED ENVELOPE.
<PAGE> 3

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of the Shareholders
of Complete Business Solutions, Inc. (the "CBSI Annual Meeting") to be held on
May 8, 1998, at 9:00 a.m. at The Ritz-Carlton Hotel, Fairlane Plaza, 300 Town
Center Drive, Dearborn, Michigan 48126.

At the CBSI Annual Meeting, you are being asked to amend the Articles of
Incorporation to increase the number of authorized Common Shares, to elect
directors to the Board of Directors, and to increase the size of the Board of
Directors, along with other matters to be considered at the CBSI Annual Meeting.
All of the matters to be considered at the CBSI Annual Meeting are described in
the enclosed Proxy Statement.

THE BOARD OF DIRECTORS HAS UNANIMOUSLY ADOPTED RESOLUTIONS CONCERNING EACH
OF THE MATTERS DESCRIBED IN THE ENCLOSED PROXY MATERIALS AND RECOMMENDS THAT
SHAREHOLDERS VOTE IN FAVOR OF EACH PROPOSAL.

A form of proxy solicited by the Board of Directors is enclosed for your
convenience. PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED ENVELOPE, even if you plan to attend the CBSI Annual Meeting in
person. If you attend the CBSI Annual Meeting, you may vote in person if you
wish, even if you have previously returned your proxy card.

Thank you, and I look forward to seeing you at the meeting.

Very truly yours,

Rajendra B. Vattikuti
President and Chief Executive Officer
<PAGE> 4

INTRODUCTION

GENERAL

This Proxy Statement is being furnished to the shareholders of Complete
Business Solutions, Inc. ("CBSI or the "Company") in connection with the
solicitation of proxies by the Board of Directors of CBSI for use at the CBSI
Annual Meeting to be held May 8, 1998 at 9:00 a.m. local time, at The
Ritz-Carlton Hotel, Fairlane Plaza, 300 Town Center Drive, Dearborn, Michigan
48126. This Proxy Statement, the attached Notice, and the enclosed proxy is
first being mailed to stockholders of CBSI on April , 1998. The mailing
address for CBSI is Complete Business Solutions, Inc., 32605 West Twelve Mile
Road, Suite 250, Farmington Hills, Michigan 48334.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

At the CBSI Annual Meeting the shareholders of CBSI are being asked to
consider and vote upon proposals to: 1) amend the Articles of Incorporation of
CBSI to increase the number of shares of CBSI Common Stock which CBSI is
authorized to issue from 30,000,000 to 200,000,000; 2) ratify the amendment of
the Bylaws of CBSI by the Board to increase the maximum number of directors from
7 to 9; 3) increase the number of shares of CBSI Common Stock authorized for
issuance pursuant to the CBSI 1996 Stock Option Plan from 3,247,454 shares to
7,247,454 shares of CBSI Common Stock; 4) approve the CBSI Employee Stock
Purchase Plan; 5) elect directors; and 6) confirm the appointment of Arthur
Andersen LLP as the independent auditors of CBSI for the year ending December
31, 1998. See, "PROPOSAL 1: AMENDMENT TO ARTICLES OF INCORPORATION OF CBSI,"
"PROPOSAL 2: AMENDMENT TO BYLAWS OF CBSI," "PROPOSAL 3: AMENDMENT TO THE CBSI
1996 STOCK OPTION PLAN," "PROPOSAL 4: ADOPTION OF THE CBSI EMPLOYEE STOCK
PURCHASE PLAN," "PROPOSAL 5: ELECTION OF DIRECTORS OF CBSI," "PROPOSAL 6:
CONFIRMATION AND APPOINTMENT OF AUDITORS."

VOTING AND PROXIES

The Board of Directors of CBSI has fixed the close of business on March 31,
1998 as the record date for the determination of shareholders entitled to notice
of and to vote at the CBSI Annual Meeting. Accordingly, only holders of record
of shares of CBSI Common Stock at the close of business on that date will be
entitled to notice of and to vote at the CBSI Annual Meeting or any adjournment
thereof. At the close of business on such date, there were 26,996,408 shares of
CBSI Common Stock outstanding.

Each holder of record of shares of CBSI Common Stock on the record date is
entitled to cast one vote per share, in person or by properly executed proxy, on
any matter that may properly come before the CBSI Annual Meeting. The presence,
in person or by properly executed proxy, of the holders of a majority of the
shares of CBSI Common Stock outstanding on the record date is necessary to
constitute a quorum at the CBSI Annual Meeting. The affirmative vote of the
holders of a majority of the shares of CBSI Common Stock present and voting,
represented in person or by properly executed proxy, at the CBSI Annual Meeting
is required to; 1) amend the Articles of Incorporation; 2) amend the Bylaws; 3)
amend the CBSI 1996 Stock Option Plan; 4) approve the CBSI Employee Stock
Purchase Plan; and 5) confirm the appointment of Arthur Andersen LLP as the
independent auditors of CBSI for the year ending December 31, 1998. The
directors shall be elected by a plurality of the votes cast.

PROXY VOTING, REVOCATIONS, AND ABSTENTIONS

Proxies received pursuant to this solicitation will be voted except as to
matters where authority to vote is specifically withheld and, where a choice is
specified as to the proposal, they will be voted in accordance with such
specification. If no instructions are given, the persons named in the proxy
solicited by the Board of Directors of CBSI intend to vote for the amendment to
the Articles of Incorporation of CBSI, for the amendment to the Bylaws of CBSI,
for the amendment increasing in the number of shares authorized for issuance
under the CBSI 1996 Stock Option Plan, for the approval of the Employee Stock
Purchase Plan, for the election of directors of CBSI as listed herein, and for
the confirmation of the appointment of Arthur
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Andersen LLP as the independent auditors of CBSI. Abstentions and broker
non-votes are effectively treated as votes against the proposal.

The CBSI Board of Directors does not know of any matters, other than the
matters described in this Proxy Statement, which are expected to be presented
for consideration at the CBSI Annual Meeting. If any other matters are properly
presented at the CBSI Annual Meeting, the persons named in the respective
accompanying proxy will have discretion to vote on such matters in accordance
with their best judgment.

Shareholders who execute proxies may revoke them by giving written notice
to the Secretary of CBSI at any time before such proxies are voted. Attendance
at the CBSI Annual Meeting will not have the effect of revoking a proxy unless
the shareholder so attending, in writing, so notifies the Secretary of CBSI at
any time prior to the voting of the proxy.

SOLICITATION

Proxies are being solicited by and on behalf of the CBSI Board of
Directors. CBSI will bear the expenses of this solicitation, including the
expenses of preparing and mailing this Proxy Statement. In addition to
solicitation by mail, directors, officers and regular employees of CBSI may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxies and proxy material to their principals and CBSI will reimburse them for
their expenses.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than election as a director, no officer or director of CBSI has any
substantial interest in any matter to be acted upon at the CBSI Annual Meeting.

PROPOSAL 1

AMENDMENT TO ARTICLES OF INCORPORATION OF CBSI

PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK

CBSI is presently authorized to issue 30,000,000 shares of CBSI Common
Stock, and as of March 31, 1998, 26,996,408 shares were outstanding, 3,247,454
shares are reserved for issuance upon the exercise of outstanding options,
5,382,258 shares are reserved for issuance under the CBSI Acquisition Shelf
Registration Statement, and 1,000,000 shares are reserved for issuance under the
Employee Stock Purchase Plan.

The Board of Directors of CBSI has adopted a resolution proposing and
declaring it advisable that the number of authorized shares of CBSI be increased
from 30,000,000 to 200,000,000 and directing that the proposed amendment to the
Articles of Incorporation be considered by the shareholders at the CBSI Annual
Meeting.

The proposed increase in the number of authorized but unissued shares of
CBSI Common Stock shall be available for such purposes as the Board of Directors
may deem advantageous, including the raising of additional capital, stock
splits, future employee benefit plan awards and possible acquisitions. However,
CBSI has no present binding commitments to issue any stock with respect to any
of the foregoing, except as described in this Proxy Statement. As in the case of
the presently authorized but unissued CBSI Common Stock, the issuance of
additional shares of CBSI Common Stock would, in most cases, be within the
discretion of the Board of Directors of CBSI without further action by
shareholders. Holders of the Company's Common Stock have no preemptive,
subscription or redemption rights. The present ownership percentage of current
shareholders may be diluted. Depending upon the circumstances in which
additional shares of CBSI Common Stock are issued, the overall effects of such
issuance may be to make more difficult or to discourage a merger, tender offer,
proxy contest, or removal of incumbent management. Management of CBSI is not
aware of any possible takeover attempts at this time. The increase in the number
of authorized shares is not part of a plan by CBSI to adopt a series of
anti-takeover measures and CBSI has no present intentions to propose any anti-
takeover measures in future proxy solicitations.

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THE BOARD OF DIRECTORS OF CBSI RECOMMENDS THAT CBSI SHAREHOLDERS VOTE IN
FAVOR OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION OF CBSI.

The affirmative vote of the holders of at least a majority of the shares of
CBSI Common Stock present and entitled to vote at the CBSI Annual Meeting is
required to adopt the amendment to the Articles of Incorporation of CBSI.

PROPOSAL 2

AMENDMENT TO THE BYLAWS OF CBSI

PROPOSAL TO INCREASE THE SIZE OF THE BOARD OF DIRECTORS

The Board of Directors of CBSI is currently authorized to be comprised of 7
members, and, with the election of the directors nominated herein all 7 of such
positions will be filled. The Board of Directors of CBSI has adopted a
resolution amending the Bylaws to increase the maximum size of the CBSI Board of
Directors by two, increasing the maximum size of the Board to nine directors.

The proposed increase in the maximum size of the CBSI Board of Directors
would allow CBSI to continue to attract high quality individuals to serve as
members of its Board of Directors. In addition, CBSI may want to offer a
directorship as part of the acquisition of a business where an owner seeks to
become a director of CBSI after the acquisition. An increase in the maximum size
of the Board of Directors would allow CBSI to satisfy such a request. CBSI does
not have any present plans to name any person, nor has the Company identified
any person to fill the two newly created directorships.

THE BOARD OF DIRECTORS OF CBSI RECOMMENDS THAT CBSI SHAREHOLDERS VOTE IN
FAVOR OF THE AMENDMENT TO THE BYLAWS OF CBSI.

The affirmative vote of the holders of at least a majority of the shares of
CBSI Common Stock present and entitled to vote at the CBSI Annual Meeting is
required to approve the amendment to the Bylaws of CBSI.

PROPOSAL 3

AMENDMENT TO 1996 STOCK OPTION PLAN

PROPOSAL TO INCREASE THE NUMBER OF SHARES ELIGIBLE UNDER THE PLAN

CBSI is presently authorized to issue 3,247,454 shares of Common Stock
under the 1996 Stock Option Plan. A total of shares of Common Stock
have been issued upon the exercise of options under the plan. As of March 31,
1998, options to purchase shares of Common Stock were outstanding, and
options to purchase shares of Common Stock remained available for
future grant under the 1996 Plan.

The Board of Directors of CBSI has adopted a resolution proposing and
declaring it advisable that the 1996 Stock Option Plan be amended to increase
the number of shares of CBSI Common Stock authorized for issuance under the 1996
Stock Option Plan from 3,247,454 shares to 7,247,454 shares of CBSI Common
Stock.

The following description of the CBSI 1996 Stock Option Plan is a summary
and is qualified in its entirety by reference to the 1996 Stock Option Plan, the
Amended Plan which is attached hereto as Annex 1.

PROVISIONS OF THE PLAN

The 1996 Stock Option Plan provides for the granting of incentive stock
options to employees within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended, and for the granting to employees, directors and
consultants of nonstatutory stock options. The 1996 Stock Option Plan was
adopted by the Board of Directors on July 10, 1996 and approved prior to the
initial public offering by the sole shareholder on

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September 10, 1996. Unless terminated sooner, the 1996 Plan will terminate
automatically on December 31, 2006.

PURPOSE

The 1996 Stock Option Plan was created to encourage employees of CBSI and
its subsidiaries to acquire common stock in CBSI through Incentive Stock Options
and to permit CBSI to offer Nonqualified Options to directors, consultants and
employees of CBSI. The 1996 Stock Option Plan is designed to encourage employees
and other persons to have a greater financial investment in the CBSI through the
ownership of its Common Stock, stimulate their efforts on the Company's behalf
and maintain and strengthen their desire to remain with or join CBSI.

ADMINISTRATION

The 1996 Stock Option Plan is administered by the Compensation Committee of
the Board of Directors. The Compensation Committee must be comprised of two or
more independent directors. Subject to the express provisions of the 1996 Stock
Option Plan, the Committee has the authority in its discretion to determine the
employees to receive Incentive Stock Options and employees or other persons to
receive Nonqualified Options, the times when they shall receive them, the option
price and term of each option, the period during which each option may be
exercised, and the number of shares to be subject to each option.

ELIGIBILITY

Only employees of CBSI are eligible to receive Incentive Stock Options
under the 1996 Stock Option Plan. Employees of CBSI and other persons are
eligible to receive Nonqualified Options under the 1996 Stock Option Plan.

STOCK OPTIONS

The purchase price of a share of Common Stock granted under each Incentive
Stock Option pursuant to the 1996 Stock Option Plan shall be a price not less
than the greater of the par value of the stock or the fair market value of the
stock on the date the Incentive Stock Option is granted. No Incentive Stock
Option can be granted under the 1996 Stock Option Plan to any individual who,
immediately before such option is granted, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of
CBSI. Shares of CBSI Common Stock issued pursuant to the exercise of an
Incentive Stock Option under the 1996 Stock Option Plan may not be disposed of
by the employee until the expiration of 12 months after the transfer of such
shares to the Employee and 24 months from the date the option was granted.

NONTRANSFERABILITY OF OPTIONS

Options granted pursuant to the 1996 Stock Option Plan are not transferable
other than by will or by the laws of descent and distribution. Options granted
pursuant to the 1996 Stock Option Plan may not be pledged or hypothecated in any
way. During the lifetime of a recipient, plan awards may be exercised only by
the recipient or the recipient's personal representative or guardian.

AMENDMENT AND TERMINATION OF THE PLAN

Unless it is previously terminated by the Board of Directors, the 1996
Stock Option Plan shall terminate on December 31, 2006. No options may be
granted after December 31, 2006.

THE BOARD OF DIRECTORS OF CBSI RECOMMENDS THAT THE CBSI SHAREHOLDERS VOTE
IN FAVOR OF THE AMENDMENT TO THE 1996 STOCK OPTION PLAN.

PROPOSAL 4

APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN

GENERAL

The following description of the CBSI Employee Stock Purchase Plan is a
summary and is qualified in its entirety be reference to the Employee Stock
Purchase Plan, which is attached hereto as Annex 2. The Employee Stock Purchase
Plan was adopted by the Board of Directors on December 3, 1997.

PURPOSE OF THE EMPLOYEE STOCK PURCHASE PLAN

The CBSI Employee Stock Purchase Plan authorizes for issuance up to
1,000,000 shares of CBSI's Common Stock. The purpose of the Employee Stock
Purchase Plan is to provide employees of CBSI and its subsidiaries the
opportunity to purchase shares of CBSI Common Stock at a price that is up to 15%
less than the fair market value of CBSI Common Stock on the date of purchase
without paying the commissions of a stock broker. The Employee Stock Purchase
Plan is designed to provide a means of giving all CBSI employees an increased
opportunity to acquire a proprietary interest in CBSI, thereby, maintaining and
strengthening their desire to remain with, or for prospective employees, to
join, CBSI.

ADMINISTRATION

The Employee Stock Purchase Plan is administered by the CBSI Compensation
Committee as appointed by the CBSI Board of Directors. The members of the
Compensation Committee serve at the will of the Board of Directors.

DURATION OF THE PLAN

Offerings of the Common Stock of CBSI are scheduled to continue until
1,000,000 shares of Common Stock have been issued under the CBSI Employee Stock
Purchase Plan.

PARTICIPATION

Any employee of CBSI and its subsidiaries who has completed 90 days of
service prior to the start of the offering period and is customarily employed
for a minimum of twenty hours per week may participate in the CBSI Employee
Stock Purchase Plan. No employee may participate in the Plan if immediately
after the option to participate in the Employee Stock Purchase Plan the employee
would own stock or options to purchase stock representing 5% or more of the
total combined voting power of the Company. No employee is permitted to acquire
Common Stock with a fair market value greater than $25,000 in any year.

An eligible employee may become a participant in the Employee Stock
Purchase Plan by completing a payroll deduction authorization and filing it with
the plan administrator before the commencement date of the offering. Payroll
deductions can be no less than 1% and no more than 10% of the employee's pre-tax
regular straight-time earnings, overtime, shift differentials, bonuses, cost of
living allowances and sales commissions. Payroll deductions commence with the
first regular payroll date after the commencement of the offering.

PURCHASE PRICE

Participants in the Employee Stock Purchase Plan are deemed to have been
granted an option to purchase, on the applicable offering termination date, the
number of shares of Common Stock as can be purchased by dividing the amount of
money in the participant's payroll deduction account by the lower of the listed
price of CBSI Common Stock in The Wall Street Journal on either the offering
commencement date or the offering termination date. The listed prices may be
discounted by up to 15% at the discretion of the Compensation Committee.

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TRANSFERABILITY

Neither payroll deductions credited to a participant's account nor any
right to purchase stock under the Employee Stock Purchase Plan may be assigned,
transferred, pledged, or otherwise disposed of in any way other than by will or
the laws of descent and distribution. Any attempted assignment, transfer,
pledge, or other disposition shall be without effect, except that CBSI may treat
such an act as an election to withdraw from the Employee Stock Purchase Plan.

AMENDMENT AND TERMINATION OF THE EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors of CBSI may amend or terminate the Employee Stock
Purchase Plan at any time. However, no termination can affect an option
previously granted, nor may any amendment adversely change any option previously
granted.

THE BOARD OF DIRECTORS OF CBSI RECOMMENDS THAT THE CBSI SHAREHOLDERS VOTE
IN FAVOR OF APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN.

The affirmative vote of the holders of at least a majority of the shares of
CBSI Common Stock present and entitled to vote at the CBSI Annual Meeting is
required to approve the approval of the CBSI Employee Stock Purchase Plan.

PROPOSAL 5

ELECTION OF DIRECTORS OF CBSI

GENERAL

At the CBSI Annual Meeting, Douglas S. Land, Frank D. Stella, John A.
Stanley, Charles Costello and Ronald K. Machtley are to be elected directors of
CBSI to hold office until the end of their term and until their successors have
been elected and qualified. Douglas S. Land, Frank D. Stella and John A. Stanley
are current directors of CBSI. Charles Costello and Ronald K. Machtley are new
nominees. The directors of the CBSI Board of Directors serve staggered terms.
Messrs. Land and Stella are Class II Directors and will serve a new three-year
term. John Stanley was named a Class III director at the May 12, 1997 Board
Meeting. As a Class III director, Mr. Stanley will serve the remaining one year
of the three-year term of a Class III director. Charles Costello is nominated to
be a Class I Director and will serve the remaining two-year term of a Class I
director. Ronald K. Machtley is nominated as a Class III Director and will serve
the remaining one-year term of a Class III director.

It is the intention of the persons named in the enclosed form of proxy to
vote, unless otherwise instructed, in favor of the election of directors of
Messrs. Land, Stella, Stanley, Costello and Machtley. In case any nominee should
become unavailable for any reason, which management has no reason to anticipate,
the proxy holders reserve the right to substitute another person of their choice
in his place. Set forth below is certain information concerning each of the
nominees, each of whom is a citizen of the United States and of no other nation.

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<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DURING THE PAST YEAR FIRST AMOUNT AND NATURE OF
FIVE YEARS, ANY OFFICE HELD IN CBSI ELECTED A BENEFICIAL OWNERSHIP OF PERCENT
NAME AGE AND OTHER DIRECTORSHIPS DIRECTOR CBSI COMMON STOCK(1) CLASS
---- --- ------------------------------------ ---------- ----------------------- -------
<S> <C> <C> <C> <C> <C>
Frank D. Stella......... 79 President of F. D. Stella Products 1993 25,750 shares owned *
Member: Audit Committee, Company since 1946. directly
Compensation Committee
John A. Stanley......... 60 President of European Operations 1997 11,300 shares owned *
Member: Compensation Lexmark International since 1991. directly
Committee Director of Kenplace LTD.
Charles Costello........ 59 Founder, President and CEO of c.w. 1,291,650 shares owned 4.8%
Costello & Associates, inc. December directly(2)
1986 -- December 1996
Ronald K. Machtley...... President Bryant College since 1996. --
From 1995-1996 he was a partner in
the Washington, D.C. law firm of
Wilkinson, Barker, Knauer & Quinn.
Mr. Machtley was a United States
Congressman from the state of Rhode
Island from 1988-1995.
</TABLE>

(1) Common Stock ownership as of March 13, 1998 reflecting March 19, 1998 2 for
1 Stock Dividend.

(2) Acquired 1,211,222 shares of Common Stock on January 27, 1998 as part of
merger with c.w. Costello & Associates, inc. by CBSI.

COMPENSATION OF DIRECTORS

Directors are paid $2,000 per month for serving on the Board of Directors.
The Company pays all expenses related to attendance at regular or special
meetings. Directors are eligible to participate in the 1996 Stock Option Plan.
In 1996 the Company awarded a non-qualified option to John Stanley under the
Company's 1996 Stock Option Plan to purchase 20,000 shares of the Company's
Common Stock, at the then current market price of $9.19 per share. The options
vest in three equal annual installments commencing one year after the date of
grant.

During 1997 the Company paid $478,000 to The Chesapeake Group, a company
affiliated with Douglas S. Land, for investment banking services rendered to the
Company.

COMPENSATION COMMITTEE REPORT

The Company's compensation policies for executive officers, as determined
by the Compensation Committee, are to (a) provide competitive compensation
packages in order to attract and retain superior executive talent, (b) link a
significant portion of compensation to financial results as reflected in
returning value to shareholders in order to reward successful performance, and
(c) provide long-term equity compensation, to further align the interests of
executive officers with those of shareholders and further reward successful
performance. The principal components of the Company's compensation program are
base salary, annual cash bonuses, and long-term incentive awards under which
stock options may be earned if performance goals are met.

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CASH COMPENSATION

The primary factor used to set cash compensation for the Company's
executive officers is an analysis of competitive executive compensation based
upon general business compensation surveys. An independent compensation
consultant hired by the Compensation Committee assists the Company with the
analysis of competitive compensation. Base salary compensation for the President
and Chief Executive Officer and Executive Vice President for Finance and
Administration for 1997 was determined by the Committee with reference to the
Employment Agreements with both officers dated December 1996. Both agreements
call for the payment of a base salary with the potential to earn additional cash
bonuses.

The Company's policy is to pay its executive officers at the competitive
averages for comparable positions. Compensation levels for individual executive
officers, may be more or less than competitive averages, depending upon a
subjective assessment of individual factors such as the executive's position,
skills, achievements, tenure with the Company and other historical factors. In
addition, compensation levels for individual executive officers often reflect
the Company's recent status as a private company prior to the March 5, 1997
initial public offering.

EQUITY COMPENSATION

The Company provides equity compensation to its executive officers
principally through its 1996 Stock Option Plan. Option awards under the 1996
Stock Option Plan are determined based on the achievement of various
predetermined goals relating to budgeted financial performance or the
achievement of operating targets and goals. Generally, awards under the 1996
Stock Option Plan vest over a four year period to insure that the decisions made
by the officer considers the long-term best interests and continued financial
and operational growth and achievements of the Company.

In addition, stock option awards to executive officers under the 1996 Stock
Option Plan are made at the then current fair market value of the Company's
common stock as quoted on the NASDAQ National Market. Such awards ensure that
the options only become valuable upon the continued appreciation of the
Company's stock price. In administering the 1996 Stock Option Plan in this
manner, the Compensation Committee strives to align the interests of the
executive officers with the interests of shareholders.

CHIEF EXECUTIVE OFFICER'S COMPENSATION

Mr. Vattikuti's salary for 1997 was $350,000, which is based in part on the
employment agreement signed in 1996. Mr. Vattikuti also received a cash bonus of
$350,000 in 1997. The Cash bonus was based on the achievement of certain
earnings per share targets.

Compensation Committee
Frank D. Stella
John A. Stanley
Douglas S. Land (non-voting member)

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ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company as of March 15, 1998 were as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
<S> <C> <C>
Rajendra B. Vattikuti................ 47 President, Chief Executive Officer and Director
Timothy S. Manney.................... 39 Executive Vice President of Finance and Administration,
Treasurer and Director
Daniel S. Rankin..................... 43 Vice President of Technical Services
Gena M. Lodolo....................... 49 Vice President of Sales
Nanjappa S. Venugopal................ 45 Director of Human Resources
Douglas S. Land...................... 40 Director
Frank D. Stella...................... 79 Director
John A. Stanley...................... 60 Director
</TABLE>

Rajendra B. Vattikuti, founded the Company and has been its President and
Chief Executive Officer since February 1985.

Timothy S. Manney has served as Executive Vice President of Finance and
Administration and Treasurer and as a Director since November 1993. From
February 1990 to November 1993, Mr. Manney held various positions with the
Company, most recently as Chief Financial Officer. Mr. Manney joined CBSI in
1990.

Daniel S. Rankin has served as Vice President of Technical Services since
September 1994. From September 1990 to September 1994, Mr. Rankin served as
Director of Insurance Services for Medstat, Inc. Mr. Rankin joined CBSI in 1994.

Gena Lodolo has served as Vice President of Sales since June 1997. From
April 1995 to June 1997, Ms. Lodolo was an independent marketing consultant to
manufacturing companies. From January 1986 to April 1995, Ms. Lodolo held
various sales related positions at Data General Corporation, including positions
as Sales Director, Reseller Division and District Manager, Midwest Division. Ms.
Lodolo joined the Company in 1997.

Nanjappa S. Venugopal has served as Director of Human Resources since
October 1996. Mr. Venugopal also served as the business unit manager for the
manufacturing sector of the Company from September 1991 to September 1996. Mr.
Venugopal joined the Company in 1991.

Douglas S. Land has served as a Director since November 1993 and as an
advisor to the Company since 1988. Mr. Land is the founder and President of
Economic Analysis Group, Ltd., a Washington DC-based consulting firm that has
been providing financial and economic consulting services since 1983. Mr. Land
is also the President and founder of The Chesapeake Group, a financial advisory
firm that has been providing consulting services to start-up and middle-market
firms since 1985. From January 1992 to February 1993, Mr. Land was an Executive
Vice President of Hambro Resource Development Incorporated, an affiliate of
Hambros Bank London, which provides investment and merchant banking services.
Mr. Land holds a Bachelor of Science degree in Economics, a Master of Business
Administration degree in Finance and a Master of Arts degree in International
Relations from the University of Pennsylvania.

Frank D. Stella has served as a Director since November 1993. Mr. Stella
has served as President of F.D. Stella Products Company, a food service and
dining equipment company, since 1946. Mr. Stella was appointed to the Commission
for White House Fellows by President Ronald W. Reagan in 1983 and has served as
Chairman of the Income Tax Board of Review, City of Detroit, since 1965. Mr.
Stella is also a board member of VFS, Inc., an insurance holding company, and a
former board member of the Federal Home Loan Bank of Indianapolis. He is also on
the boards of several medical and charitable organizations. Mr. Stella holds a
degree from the College of Commerce and Finance at the University of Detroit.

9
<PAGE> 13

John A. Stanley has served as a Director since June 1997. Mr. Stanley has
served as President of European Operations of Lexmark International since March
1991. Previously, he was employed by IBM for 22 years. Mr. Stanley is a graduate
of FitzWilliam College, University of Cambridge, England with a Master of Arts
degree, and holds a degree in Personnel Management from The London School of
Economics.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table set forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 13, 1998 (i) for each person
known by the Company to own beneficially more than 5% of the outstanding shares
of Common Stock; (ii) each director of the Company; (iii) each of the Named
Executive Officers; and (iv) by all executive officers and directors as a group.
Except as noted, all persons listed below have sole voting and investment power
with respect to their shares of Common Stock, subject to community property laws
where applicable.

<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP
--------------------
NUMBER OF
NAME SHARES(8) PERCENT
<S> <C> <C>
Rajendra B. Vattikuti(1)(9)................................. 9,984,550 37%
Putnum Investments Inc.(2).................................. 2,300,200 9%
Charles Costello(7)......................................... 1,405,484 5%
Timothy S. Manney(1)........................................ 449,004 2%
Douglas S. Land(3).......................................... 356,860 1%
Daniel S. Rankin(1)(4)...................................... 227,114 1%
Frank D. Stella(5).......................................... 51,596 *
Nanjappa S. Venugopal(1).................................... 19,806 *
John A. Stanley(6).......................................... 11,300 *
Gena Lodolo(1).............................................. -- *
All directors and executive officers as a group (8
persons).................................................. 11,100,230 41%
</TABLE>

- -------------------------
* Less than 1%.

(1) The address of Mr. Vattikuti, Mr. Manney, Mr. Rankin, Mr. Venugopal and Ms.
Lodolo is c/o Complete Business Solutions, Inc., 32605 West Twelve Mile
Road, Suite #250, Farmington Hills, MI 48334.

(2) The address of Putnam Investments, Inc. is One Post Square, Boston, MA
02109.

(3) The address of Mr. Land is c/o the Chesapeake Group, 515 Madison Avenue,
21st Floor, New York, NY, 10022. Does not include 28,522 shares transferred
to certain family members. Mr. Land disclaims beneficial ownership of such
shares.

(4) Includes 207,114 shares subject to options immediately exercisable.

(5) The address of Mr. Stella is c/o F. D. Stella Products Company, 7000
Fenkell, Detroit, MI 48238. Includes 25,846 shares subject to options
immediately exercisable.

(6) The address of Mr. Stanley is c/o Lexmark International, Immeuble Jean
Monnet, 11 Place des Vosques, Paris La Defense, France 92061.

(7) The address of Mr. Costello is 5583 Golf Pointe Dr., Sarasota, FL 34243.
Includes 113,834 shares owned by his spouse.

(8) Adjusted for the March 19, 1998 2 for 1 stock dividend.

(9) Does not include 40,580 shares owned by his spouse. Mr. Vattikuti disclaims
beneficial ownership of such shares.

10
<PAGE> 14

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (IN THOUSANDS)

During 1996, CBS India loaned approximately $100 to Vanaja Gangavarupu, the
mother-in-law of Rajendra Vattikuti. This loan was short-term, payable on demand
and noninterest bearing. This loan and accrued interest were repaid during 1997.

The Company incurred approximately $478 and $182 for the years ended
December 31, 1997 and 1996, respectively, for consulting services provided by
The Chesapeake Group, an entity affiliated with Douglas Land. No consulting
services were provided to the Company by The Chesapeake Group during 1995.

In August 1997, in connection with the Company's secondary offering,
Rajendra Vattikuti paid the Company approximately $300 as required under Section
16(b) of the Exchange Act of 1934. This amount has been included in additional
paid-in capital in the accompanying consolidated balance sheets.

During 1997, Timothy Manney repaid $181 of a promissory note which was
issued in 1996 in conjunction with the exercise of Nonqualified Stock Options.

During 1997, Mr. Land repaid $126 of a promissory note which was issued in
1996 in conjunction with the exercise of Nonqualified Stock Options.

During 1997, Nanjappa Venugopal exercised a portion of his stock options
and the Company issued 19,806 shares of Common Stock for an aggregate purchase
price of $83. Pursuant to the terms of the Incentive Stock Option Agreement
between Mr. Venugopal and the Company, the Company loaned Mr. Venugopal $83 to
purchase shares. The promissory note executed by Mr. Venugopal provides that the
loan matures in October 1999 and bears interest at the rate of 6% per annum,
payable semi-annually.

Subsequent to March 5, 1997, the Company made partial distributions of
$10,600 as part of the termination of the Company's S corporation status.

ITEM 8. EXECUTIVE COMPENSATION TABLE

The following table sets forth the cash compensation paid by the Company to
the Chief Executive Officer and the four other most highly compensated officers
of the Company.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
---------------
ANNUAL COMPENSATION SECURITIES
------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OTHER OPTIONS(#)(5) COMPENSATION(3)
--------------------------- ------ ----- ----- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Rajendra B. Vattikuti............ 1997 $350,000 $350,000 $16,788(1) -- $3,800
President and Chief Executive 1996 411,000 288,000 14,729(2) -- 3,800
Officer
Timothy S. Manney................ 1997 180,000 108,000 -- -- 3,800
Executive Vice President of 1996 150,000 50,000 2,746(4) -- 3,800
Finance and Administration,
Treasurer
Daniel S. Rankin................. 1997 180,000 50,000 -- -- 2,980
Vice President of Technical 1996 160,000 35,000 -- -- 3,800
Services
Gena M. Lodolo................... 1997 78,750 62,473 -- 50,000 --
Vice President of Sales 1996 -- -- -- -- --
Nanjappa S. Venugopal............ 1997 125,000 40,000 -- -- 692
Director of Human Resources 1996 100,000 35,000 -- 59,422 3,240
</TABLE>

- -------------------------
(1) Includes $4,688 representing the imputed value of certain health and life
insurance benefits provided by the Company to Mr. Vattikuti and $12,100
representing the personal use of corporate cars.

(2) Includes $3,576 representing the imputed value of certain health and life
insurance benefits provided by the Company to Mr. Vattikuti and $11,153
representing the personal use of corporate cars. It does not include
benefits from certain non-interest bearing loans outstanding during 1996.
11
<PAGE> 15

(3) Represents amount of contribution by the Company on behalf of such
individual to the Company's 401(k) Plan.

(4) Represents the imputed value of certain health and life insurance benefits
provided by the Company.

(5) Adjusted for the March 19, 1998 2 for 1 stock dividend

OPTION GRANTS IN 1997

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED ANNUAL
PERCENT OF RATES OF STOCK PRICE
NUMBER OF TOTAL OPTIONS APPRECIATION FOR OPTION
SECURITIES GRANTED TO TERM(1)
UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION -----------------------
NAME OPTION GRANTED FISCAL YEAR PRICE(2) DATE 5% 10%
---- -------------- ------------- -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Gena M. Lodolo(3)(4)........... 50,000 10% $9.19 9/12/06 $253,335 $623,977
</TABLE>

- -------------------------
(1) The potential realizable value is calculated based on the term of the option
at the time of grant (nine years). Assumed stock price appreciation of 5%
and 10% is based on the fair value at the time of grant.

(2) The exercise price equals the fair market value of the Common Stock as of
the grant date as determined by the Board of Directors.

(3) Ms. Lodolo's options are exercisable in four equal annual installments
commencing on June 3, 1998.

(4) Share numbers and the exercise prices of Stock Options are adjusted to
reflect the March 19, 1998 2 for 1 stock dividend.

\The following table sets forth certain information with respect to the stock
options held at December 31, 1996 by the Named Executive Officers below who
exercised options during 1997:

AGGREGATED OPTION EXERCISES IN 1997 AND 1997 OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT YEAR END(#) YEAR END($)(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Daniel S. Rankin............ 70,000 $841,400 78,556 148,556 $1,708,637 $3,231,093
Nanjappa S. Venugopal....... 19,806 198,951 -- 39,616 -- 861,648
Gena M. Lodolo.............. -- -- -- 50,000 -- 628,000
</TABLE>

- -------------------------
(1) Calculated based on December 31, 1997 stock price of $21.75 as adjusted for
March 19, 1998 2 for 1 stock dividend.

BOARD COMMITTEES AND MEMBERSHIP

CBSI has a Compensation Committee which is responsible for the
administration of all salary and incentive compensation plans for the officers
and key employees of the Company, including bonuses. The Compensation Committee
also administers the Company's 1996 Stock Option Plan and the Employee Stock
Purchase Plan. The Compensation Committee held 4 meetings during 1997. The
members of the Compensation Committee are Messrs. Stella and Stanley. Mr. Land
is a non-voting member of the Compensation Committee.

CBSI has an Audit Committee which is responsible for reviewing with
management the financial controls, accounting, audit and reporting activities of
CBSI. The Audit Committee reviews the qualifications of CBSI's independent
auditors, makes recommendations to the Board of Directors regarding the
selection of independent auditors, reviews the scope, fees and results of any
audit and reviews non-audit services provided by the independent auditors. The
Audit Committee is also responsible for reviewing any transactions between

12
<PAGE> 16

CBSI and its directors, officers, or significant shareholders. The Audit
Committee held 1 meetings during 1997. The members of the Audit Committee are
Messrs. Stella and Land.

CBSI does not have a nominating committee.

The Board of Directors held 2 regular meetings and 8 special meetings
during 1997. During 1997, all of the directors attended 100% of the aggregate of
(i) the total number of meetings of the CBSI Board of Directors and (ii) the
total number of meetings of all committees of the Board on which such director
served.

CERTAIN TRANSACTIONS WITH MANAGEMENT

During 1996, CBS India loaned approximately $100,000 to Vanaja Gangavarupu,
the mother-in-law of Rajendra Vattikuti. This loan was short-term, payable on
demand and noninterest bearing. This loan and accrued interest were repaid
during 1997.

The Company incurred approximately $478,000 and $182,000 for the years
ended December 31, 1997 and 1996, respectively, for consulting services provided
by The Chesapeake Group, an entity affiliated with Douglas Land. No consulting
services were provided to the Company by The Chesapeake Group during 1995.

In August 1997, in connection with the Company's secondary offering,
Rajendra Vattikuti paid the Company approximately $300,000 as required under
Section 16(b) of the Exchange Act of 1934. This amount has been included in
additional paid-in capital in the accompanying consolidated balance sheets.

During 1997, Timothy Manney repaid $181,000 of a promissory note which was
issued in 1996 in conjunction with the exercise of Nonqualified Stock Options.

During 1997, Mr. Land repaid $126,000 of a promissory note which was issued
in 1996 in conjunction with the exercise of Nonqualified Stock Options.

During 1997, Nanjappa Venugopal exercised a portion of his stock options
and the Company issued 19,806 shares of Common Stock for an aggregate purchase
price of $83,000. Pursuant to the terms of the Incentive Stock Option Agreement
between Mr. Venugopal and the Company, the Company loaned Mr. Venugopal $83,000
to purchase shares. The promissory note executed by Mr. Venugopal provides that
the loan matures in October 1999 and bears interest at the rate of 6% per annum,
payable semi-annually.

Subsequent to March 5, 1997, the Company made partial distributions of
$10,600,000 to shareholders as part of the termination of the Company's S
corporation status.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Land and Stella have served on the Compensation Committee since the
IPO. Mr. Stanley joined the Committee in June 1997. No person who served as a
member of the Compensation Committee was a current or former officer of the
Company. Mr. Land is affiliated with the Cheasapeake Group, an investment
banking firm engaged by the Company. During 1997, the Company had no
compensation committee interlocks.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Under the securities laws of the United States, CBSI's directors, executive
officers, and any persons holding more than 10% of the outstanding CBSI Common
Stock are required to report their ownership of CBSI Common Stock and any
changes in that ownership on a timely basis to the Securities and Exchange
Commission. Based on material provided to CBSI, all such required reports were
filed on a timely basis in 1997 except that one director and one officer
inadvertently filed one late report each.

13
<PAGE> 17

PROPOSAL 6

CONFIRMATION OF APPOINTMENT OF AUDITORS

THE BOARD OF DIRECTORS OF CBSI RECOMMENDS THAT THE SHAREHOLDERS OF CBSI
CONFIRM THE APPOINTMENT OF ARTHUR ANDERSEN LLP TO AUDIT THE BOOKS AND ACCOUNTS
OF CBSI FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.

Representatives of Arthur Andersen LLP are expected to be available at the
CBSI Annual Meeting to respond to appropriate questions and will be given the
opportunity to make a statement if they so desire.

SHAREHOLDER PROPOSALS

Shareholders of CBSI wishing to include proposals in the proxy material in
relation to the Annual Meeting of Shareholders to be held in 1999 must submit
the proposal in writing so as to be received at the executive office of CBSI
prior to December 31, 1998. Such proposals must also meet the other requirements
of the rules of the Commission relating to proposals of shareholders.

14
<PAGE> 18
Annex I As Amended March 23, 1998

COMPLETE BUSINESS SOLUTIONS, INC.

STOCK OPTION PLAN

1. ESTABLISHMENT OF PLAN

The Complete Business Solutions, Inc. Stock Option Plan (the "Plan")
was formulated by Complete Business Solutions, Inc. (the "Company") to
encourage employees of the Company and its subsidiaries to acquire common stock
in the Company through Incentive Stock Options (as hereinafter defined) and to
permit the Company to offer Nonqualified Options (as hereinafter defined) to
persons including without limitation directors, consultants and employees of
the Company. It is believed that the Plan will encourage such employees and
other persons to have a greater financial investment in the Company through
ownership of its common stock, will further stimulate their efforts on the
Company's behalf, will tend to maintain and strengthen their desire to remain
with the Company, and generally will be in the best interests of the Company and
its shareholders.

The following is a statement of the Plan, as adopted by the Board of
Directors on July 10, 1996 approved by the shareholders on September 10, 1996,
and amended by the Board of Directors on March 23, 1998.

2. TYPES OF OPTIONS

Options granted under the Plan may be two types: (a) "Incentive Stock
Options" designed to comply with the requirements of Section 422 of the
"Internal Revenue Code of 1986, as amended (the "Code") and (b) other options
("Nonqualified Options"). Eligible Employees (as defined in Section 14) under
the Plan may be granted either Incentive Stock Options, Nonqualified Options, or
both but the nature of each option shall be clearly designated at the time of
the grant. Persons who are not Employees of the Company on the date of grant
may only be granted Nonqualified Options. To the extent that any option
designated as an "Incentive Stock Option" under the Code, on the date of grant,
shall fail, for any reason whatsoever, to qualify for treatment as an
"Incentive Stock Option" under the Code, such option shall not lapse or
terminate, but shall become a Nonqualified Option for purposes of the Plan and
the Code.

3. AMOUNT OF STOCK SUBJECT TO THE PLAN

The total number of shares of common stock of the Company which may be
sold pursuant to options granted under the Plan from its date of inception and
pursuant to previously granted nonqualified options shall not exceed 7,247,454.
The shares sold under the Plan may be either authorized and unissued stock or
treasury stock. In the event that any options granted under the Plan shall
terminate or expire for any reason without having been exercised in full, the
shares not purchased under the options shall be available again for the purposes
of the Plan.

1
<PAGE> 19

4. ADMINISTRATION

Except as herein otherwise provided, the Plan shall be administered by
the Board of Directors (the "Board") or under the supervision and on behalf of
the Board of Directors of the Company by a Committee (the "Committee") composed
of two or more directors who shall be appointed and may be removed by a
majority vote of the Board of Directors. Subject to the express provisions of
the Plan, the Board or the Committee shall have authority in its discretion to
determine the Employees to receive Incentive Stock Options and Employees or
other persons to receive Nonqualified Options, the times when they shall
receive them, the option price and term of each option, the period during which
each option may be exercised, and the number of shares to be subject to each
option.

Subject to the express provisions of the Plan, the Board or the
Committee shall also have authority to construe the respective option
agreements and the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the fair market value of any stock subject
to the Plan, to determine the terms and provisions of the respective option
agreements (which need not be uniform) and to make all other determinations
necessary or advisable for administering the Plan. The Board or the Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any option agreement, in the manner and to the extent that it
shall deem necessary to carry it into effect, and it shall be the sole and
final judge of such correction. The determination of the Board or the
Committee on the matters referred to in this paragraph shall be conclusive and
binding on the Company and the persons to whom options are granted.

An option granted to a director, an option agreement, other contract or
other transaction under the Plan between the Company and a director, or any
other action taken by the Board or the Committee under the Plan in which a
director is otherwise interested is not void or voidable solely because of such
interest, or solely because any such director is present at the meeting of the
Board or the Committee which authorizes or approves any such option, option
agreement, contract, transaction or action, or solely because his vote is
counted for such purpose, if any of the following conditions is satisfied:

(a) the option, option agreement, contract, transaction or other action
is fair and reasonable to the Company when it is authorized, approved or
ratified;

(b) the material facts as to any such director's relationship or
interest as to the option, option agreement, contract, transaction or action
are disclosed or known to the Board or the Committee and the Board or the
Committee authorizes, approves or ratifies the option, option agreement,
contract, transaction or action by a vote sufficient for the purpose without
counting the vote of any such director; or

2
<PAGE> 20

(c) the material facts as to any such director's relationship or
interest and as to the option, option agreement, contract, transaction or
action are disclosed or known to the shareholders and they authorize, approve or
ratify the option or transaction.

5. ELIGIBILITY

Only Employees shall be eligible to receive Incentive Stock Options
under the Plan Employees and other persons shall be eligible to receive
Nonqualified Options under the Plan. An Employee or other person who has been
granted an option under the Plan or any other stock option plan of the Company
may be granted additional options.

No Incentive Stock Option shall be granted under the Plan to any
individual who, immediately before such option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or its parent or subsidiary corporations, with
the application of the constructive attribution rules of Section 424 of the
Code. However, the foregoing restriction on granting of Incentive Stock
Options shall not apply if at the time the option is granted the option price
is at least 110% of the fair market value of the stock subject to the option
and such option by its terms is not exercisable after the expiration of five
years from the date such option is granted. The aggregate fair market value of
the stock (determined at the time the option is granted) with respect to which
Incentive Stock Options granted to an individual first become exercisable in any
calendar year (under all plans of the Company or any of its parent or
subsidiary corporations) shall not exceed $100,000.

6. OPTION PRICES AND PAYMENT

The purchase price of each share of common stock provided under each
Incentive Stock Option granted pursuant to the Plan shall be a price not less
than the greater of the par value of the stock or the fair market value of the
stock on the date of the granting of the Incentive Stock Option as is determined
in good faith by the Board or the Committee. The purchase price of common stock
issuable upon exercise of options granted under the Plan shall be paid in full
in cash on the date of exercise, or upon such other terms and conditions or such
other consideration as the Board or the Committee shall deem appropriate.

The proceeds of the sale of stock, subject to the options, are to be
added to the general funds of the Company and used for its corporate purposes.

7. PERIOD OF OPTION AND CERTAIN LIMITATIONS ON THE RIGHT TO EXERCISE

The period of time which the Employee must remain in the continuous
employ of the Company or a parent or subsidiary of the Company and the period
of time other optionees must wait from the date the options are granted before
they can exercise any part of the option shall be determined by the Board or
the Committee and shall be contained in the stock option agreement between each
such holder and the Company. In no event, may an Employee or other optionee
exercise any option granted under the Plan after that date which is more than
ten (10) years from

<PAGE> 21
the date of the grant or after such earlier date as may be provided herein. At
the time of the exercise of the option, the holder of the option (or the
purchaser acting under Section 11 below) may be required to represent to the
Company that (1) at that time of exercise it is such holder's present intention
to acquire the shares for investment and not with a view to distributing the
shares and (2) neither the option nor any shares acquired upon exercise of the
option will be sold or otherwise transferred unless such transaction is
registered under the Securities Act of 1933 and any applicable state securities
laws or an exemption from such registration is available.

8. NONTRANSFERABILITY OF OPTIONS

No option granted under the Plan shall be transferable, otherwise than
by Will or by the laws of descent and distribution, nor shall any option be
pledged or hypothecated in any way (whether by operation of law or otherwise).
An option may be exercised during the lifetime of its holder only by such
holder. Any attempt to circumvent this Section shall cause the option and the
rights and privileges conferred by the option to become automatically null and
void.

9. RESTRICTIONS ON SALE OF SHARES

Shares issued pursuant to the exercise of an Incentive Stock Option
under the Plan may not be disposed of by the Employee until the expiration of
12 months after the transfer of such shares to the Employee and 24 months from
the date of grant.

10. TERMINATION OF EMPLOYMENT

Upon the termination of the employment of the holder of an option for
reasons other than death or disability, the rights of such holder shall be
those contained in his stock option agreement. Incentive Stock Options granted
under the Plan shall not be affected by any change of employment if the
holder continues to be an Employee. Option agreements may contain such
provisions as the Board or the Committee shall approve regarding the effect of
leaves of absence guaranteed by statute or contract. Nothing in the Plan or in
any option granted under it shall confer any right to continue in the employ of
the Company or any of its subsidiaries or interfere in any way with the right of
the Company or any of its subsidiaries to terminate any employment at any time.

11. DEATH OR DISABILITY OF HOLDER OF OPTION

In the event of the death or disability of a holder of an option under
the Plan, the option theretofore granted to him may be exercised after his death
or disability by his estate or his legal representative if the option would have
otherwise been exercisable by him and, in the case of Incentive Stock Options,
if he was employed by the Company at the time of death or disability and the
Incentive Stock Option is exercised within three months after the termination of
employment because of death or one year after the termination of employment
because of disability. Notwithstanding the foregoing, all options must be
exercised during the option term and also subject to all the conditions of the
Plan.

4
<PAGE> 22

12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

Notwithstanding any other provision of the Plan, in the event of any
change in the outstanding common stock of the Company by reason of a stock
dividend, stock split, recapitalization, merger, consolidation, split-up,
split-off, spin-off, combination, or exchange of shares, and the like, the
aggregate number and class of shares available under the Plan and the number and
class of shares subject to each outstanding option and the option prices shall
be appropriately adjusted by the Board or the Committee whose determination
shall be conclusive and in accordance with each Option Agreement. In the event
of any merger, consolidation, or sale or transfer by the Company of
substantially all its assets, the date of termination of any options outstanding
under the Plan and the date on or after which such options, or any portion of
such options not then exercisable, may be exercised, shall be advanced to a date
to be fixed by the Board or the Committee, which date shall not be more than 15
days prior to such merger, consolidation or sale or transfer; provided that the
Company or the shareholders of the Company, immediately after the transaction:
(1) will not own more than 50% of the voting power of the corporation surviving
the transaction; or (2) if the Company and the other corporation both survive
the transaction, will not own more than 50% of the voting power of the Company
and more than 50% of the corporation or business acquired.

13. AMENDMENT AND TERMINATION

Unless the Plan theretofore shall have been terminated as hereinafter
provided, the Plan shall terminate on December 31, 2006 and no option under it
shall be granted thereafter. The Board of Directors of the Company at any time
prior to that date may terminate the Plan, or make such changes in it and
additions to it as the Board of Directors of the Company shall deem advisable;
provided that, to the extent required by Section 422 of the Code, any such
amendments shall be approved by the shareholders within 12 months of their
adoption by the Board of Directors in order to be effective. No termination or
amendment of the Plan may, without the consent of the holder of an option then
existing, terminate his option or materially and adversely affect his rights
under the option.

14. DEFINITION OF EMPLOYEE

For purposes of the Plan, the term "Employee" means regular employees
of the Company and its parents or subsidiaries, who are executive, managerial
or other salaried employees, including officers, whether or not directors of the
Company.

<PAGE> 23
Annex II

COMPLETE BUSINESS SOLUTIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE OF PLAN

The 1997 Employee Stock Purchase Plan of Complete Business Solutions, Inc.
(the "Plan") as adopted by the Board of Directors is intended to provide a
method whereby employees of Complete Business Solutions, Inc. and any subsidiary
corporation thereof (the "Company" or "CBSI") will have the opportunity to
purchase shares of CBSI, no par value, common stock (the "Common Stock") at a
price that is less than fair market value on the date of purchase. This Plan is
voluntary and intended to qualify as an Employee Stock Purchase Plan within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code").

2. DEFINITIONS

(a) Employee means any person who is customarily employed for 20 hours per
week by CBSI or any CBSI subsidiary and who shall have completed 90 days of
service to CBSI or any CBSI subsidiary.

(b) Monetary Compensation means regular straight-time earnings, payments
for overtime, shift differentials, bonuses, cost of living allowances and sales
commissions, all prior to deduction of taxes.

(d) Board means the Board of Directors of CBSI.

(e) Offering Commencement Date means the date as of which an Offering
shall commence, as determined pursuant to the Plan and specified in each
Offering.

(f) Offering Termination Date means the date as of which an Offering shall
terminate, as determined pursuant to the Plan and specified in each Offering.

(g) Purchase Price means the price per Share at which Stock may be
purchased under the Plan, which shall not be less than 85% of the lower of the
fair market value of a Share on the Offering Commencement Date or the Offering
Termination Date as published in The Wall Street Journal.

(h) Plan Administrator means the Director of Benefits and Personnel of the
Company.

3. ELIGIBILITY

(a) Any Employee who is employed by the Company, or any subsidiary, on the
date his or her participation in the Plan is to become effective shall be
eligible to participate in the Plan.

(b) Not withstanding any provision of the Plan to the contrary, no Employee
shall be granted an option under the Plan:

(i) if, immediately after the grant of the option, such Employee would
own stock, and or outstanding options to purchase stock, possessing 5% or
more of the total combined voting power or value of all classes of stock of
the Company or of any subsidiary of the Company; or

(ii) if such Employee would have rights, under all employee stock
purchase plans of CBSI and its subsidiaries, to purchase more than $25,000
of CBSI Common Stock based on the fair market value of CBSI Common Stock.

4. OFFERING DATES

The Plan will be implemented by making consecutive offerings every six
months commencing in January 1998 and continuing until 500,000 shares have been
issued under the Plan.
<PAGE> 24

5. PAYROLL DEDUCTIONS

(a) Each Employee shall become a participant pursuant to the terms of an
Offering by filing an election to participate in that Offering and by completing
a payroll deduction authorization within such time as may be specified in such
Offering. The election shall authorize a specified dollar amount of each payroll
deduction that the Employee wishes to apply to the purchase of Stock in the
Offering. Such payroll deduction shall be no less than 1% and no more than 10%
of the Employee's Monetary Compensation. Payroll deductions shall commence with
the first regular payroll period coinciding with or ending on the Commencement
Date of the Offering, or at such other time as may be specified in such Offering
and shall end on the earlier of the last regular payroll period coinciding with
or ending before the Expiration Date or, if earlier, upon the termination of the
Participant's employment with the Company.

(b) A participant may not make any changes to his or her participation
during any Offering and, specifically, a participant may not during an Offering,
alter the amount of his or her payroll deductions for such offering. An employee
may make a change in his or her payroll deduction for a subsequent Offering by
filing a new Authorization with the Plan Administrator prior to the Offering
Commencement Date of such Offering.

6. GRANTING OF OPTION

(a) For each Offering, a participating employee shall be deemed to have
been granted an option (the "Option") to purchase, on the applicable Offering
Termination Date, the number of shares of Common Stock determined as follows: a
minimum of 85% of the market value of a share of Common Stock on the applicable
Offering Commencement Date or Offering Termination Date, whichever is lower,
shall be divided into the amount in such employee's payroll deduction account on
such date. The market value of Common Stock shall be determined as provided in
subparagraph (b) below.

(b) The purchase price of a share of Common Stock purchased with payroll
deductions made during each Offering (the "Option Exercise Price") shall be a
minimum of 85% of the lower of the closing price of the Common Stock on the
Nasdaq National Market, as published in The Wall Street Journal, on the Offering
Commencement Date or the Offering Termination Date, whichever is lower,
applicable to such Offering (or the next regular business date on which shares
of Common Stock shall be traded in the event that no shares of Common Stock
shall have been traded on the Offering Commencement Date or the Offering
Termination Date, as applicable).

7. EXERCISE OF OPTION

With respect to each Offering during the term of the Plan:

(a) unless a participant provides written notice of withdrawal to the
Company as hereinafter provided, his or her Option will be deemed to have
been exercised automatically on the Offering Termination Date applicable to
such Offering, for the purpose of the number of full shares of Common Stock
which the accumulated payroll deductions in his or her account at that time
will purchase at the applicable Purchase Price;

(b) by written notice to the Plan Administrator at any time prior to
the Offering Termination Date applicable to any such Offering, a
Participant may elect to withdraw all the accumulated payroll deduction in
his or her account at such time;

(c) fractional shares will not be issued under the Plan and any
accumulated payroll deductions which would have been used to purchase
fractional shares shall be carried over and applied to any subsequent
Offering or Offerings unless withdrawn by the Employee.

2
<PAGE> 25

8. DELIVERY

(a) As promptly as is practicable after the Offering Termination Date of
each Offering, the Company will deliver to each participant, certificates
representing the shares of Common Stock purchased under the Plan.

(b) Unless otherwise specified by the Board at or prior to the Commencement
Date of any Offering, the Minimum Holding Period with respect to shares
purchased under such Offering shall be two (2) years from the Commencement Date
of that Offering and one year from the date the certificates representing the
shares of Common Stock are issued.

9. WITHDRAWAL

(a) As provided in Paragraph 7(b), a participant may withdraw payroll
deductions credited to his or her account under any Offering at any time prior
to the applicable Offering Termination Date by giving within notice of
withdrawal to the Plan Administrator. All of the Participant's payroll
deductions credited to his or account will be paid to the Participant promptly
after receipt of such notice of withdrawal and no further payroll deductions
will be made from his or her Monetary Compensation during such Offering.

(b) A Participant's withdrawal from an Offering will not have any effect
upon his or her eligibility to participate in any succeeding Offering or in any
similar plan which may hereafter be adopted by the Company; provided, however,

(i) that any Participant that withdraws from an Offering in accordance
with Paragraph 7(b) may not participate in another Offering for six months
following such withdrawal.

(c ) Upon termination of the Participant's employment for any reason,
including retirement but excluding death or disability while employed by the
Company or a subsidiary, the payroll deductions credited to his or her account
will be returned to the Participant or, in the case of his or her death
subsequent to the termination of employment, to the persons entitled thereto
under Paragraph 13.

(d) Upon termination of the Participant's employment because of disability
or death, the Participant or his or her beneficiary shall have the right to
elect, by written notice given to the Plan Administrator prior to the expiration
of the period of 30 days commencing with the date of the disability or death of
the participant, either

(i) to withdraw all of the payroll deductions credited to the
participant's account under the Plan; or

(ii) to exercise the Participant's option to purchase an amount of
Common Stock on the Offering Termination Date next following the date of
the participant's disability or death. Such purchase shall be for the
number of full shares of Common Stock that can be purchased with the
accumulated payroll deductions in the participant's account at the date of
the participant's disability or death. Any excess in such account will be
returned to the participant or said beneficiary.

In the event that no written notice of election is duly received by the
Plan Administrator, the Participant or beneficiary shall automatically be deemed
to have elected to withdraw the payroll deductions credited to the participant's
account at the date of the participant's disability or death and the same will
be paid promptly to the Participant or beneficiary.

10. INTEREST

No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any Participant.

11. STOCK

(a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan is 500,000 shares. If the total number of
shares for which Options are exercised on any Offering Termination Date in
accordance with paragraph 7, exceed the number of shares of Common Stock which
3
<PAGE> 26

remain available for issue under the Plan, the Company shall make a pro rata
allocation of the shares available for delivery and distribution in as nearly a
uniform manner as shall be practicable and as it shall determine to be
equitable, and the balance of payroll deductions credited to the account of each
participant under the Plan shall be returned to him or her as promptly as
possible. The Company may purchase shares on the open market in order to have
shares available for purchase by participants in each Offering.

(b) The Participant has no interest in the Common Stock covered by his or
her Option and has no right to any dividend or distribution until such Option
has been exercised.

(c) Common Stock to be delivered to a participant under the Plan will be
registered in the name of the Participant, or, in the names of the Participant
and one other person as may be designated by the Participant in writing prior to
the Offering Termination Date, as joint tenants with rights of survivorship.

(d) A Participant will possess all the rights and privileges of a
stockholder will respect to all the Shares held in his or her account under the
Plan, including the right to vote such shares, and will receive all dividends,
distributions, and stockholder communications with respect to such Shares.
Except as provided in Section 8(a), however, Shares shall remain in the Account
until the expiration of the Minimum Holding Period with respect to such Shares
as determined by the Board at or prior to the Commencement Date of the Offering.

12. ADMINISTRATION

The Plan shall be administered by the Compensation Committee appointed by
the Board (the "Committee"). The Officer of the Company charged with day-to-day
administration of the Plan shall, for matters involving the Plan, be an
ex-officio member of the Committee. The Committee shall interpret the provisions
of the Plan and adopt any rules or regulations for administering the Plan,
subject to the final jurisdiction of the Board. Any rule or regulation adopted
by the Committee shall remain in full force and effect unless or until altered,
amended, or repealed by the Committee or the Board.

13. DESIGNATION OF BENEFICIARY

A Participant may file a written designation of a beneficiary who is to
receive any shares of Common Stock and/or cash in the event of the death of the
Participant prior to the delivery of such shares or cash to the Participant.
Such designation of beneficiary may be changed by the Participant at any time by
written notice to the Plan Administrator. Upon the death of the Participant and
receipt by the Company of proof of identity and existence of the Participant's
death, the Company shall deliver such stock and/or cash to such beneficiary. In
the event of the death of a Participant and in the absence of validly designated
or living beneficiary, the Company in its sole discretion, may deliver such
stock and/or cash to the spouse or to any one or more dependents of the
Participant as the Company may designate. No beneficiary shall prior to the
death of the Participant, acquire any interest in the stock or cash credited to
the Participant under the Plan.

14. TRANSFERABILITY

Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an Option or to receive stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant otherwise than by will or laws of descent and distribution.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Paragraph 7(b).

15. USE OF FUNDS

All payroll deductions received or held by the Company under this Plan may
be used by the Company for any corporate purpose and the Company is not
obligated to segregate such payroll deductions.

4
<PAGE> 27

16. EFFECT OF CHANGES IN COMMON STOCK

In the event of any changes in the Company's outstanding Common Stock by
reason of stock dividend, subdivision, combination and exchange of shares,
recapitalizations or mergers in which the Company is the surviving corporation,
the aggregate number and class of shares available under this Plan and the
Purchase Price per share shall be appropriately adjusted by the Board whose
determination shall be conclusive. Any such adjustments may provide for the
elimination of any fractional share which would otherwise become subject to any
Options.

17. AMENDMENT OR TERMINATION

The Board may terminate or amend the Plan at any time. No termination will
affect Options previously granted. No amendment may change any Option previously
granted which would adversely affect the rights of any participant. No amendment
to the Plan may be made that would (a) materially increase the benefits accruing
to participants under the Plan, (b) materially increase the number of shares
which may be issued under the Plan, or (c) materially modify the requirements as
to eligibility for participation under the Plan without the approval of a
majority of the stockholders of the Company within (12) twelve months of such
amendment.

18. NOTICES

All notices or other communications by a Participant to the Company in
connection with the Plan shall be deemed to have been duly given when received
by the Plan Administrator.

19. MERGER OR CONSOLIDATION

In the event of a merger or consolidation of the Company with one or more
corporations as result of which the Company is not the surviving corporation, or
upon the sale of substantially all of the property or stock of the Company to
another corporation, the Committee or the Board may, in its sole discretion and
in connection with such transaction, cancel each outstanding option and refund
all sums previously collected from Participants under the canceled outstanding
options, or in its sole discretion, cause each Participant with outstanding
options to have his or her options exercised immediately prior to such
transaction and thereby have the balance of his or her account applied to the
purchase of whole shares at the Purchase Price. The balance of the account not
so applied will be refunded to the Participant. In the event of a merger in
which the Company is the surviving entity, each Participant is entitled to
receive, for each Share as to which such Participant's outstanding rights to
purchase would be exercised, as nearly as reasonably may be determined by the
Committee or the Board, in its sole discretion, the securities or property that
a holder of one share was entitled to receive upon the merger.

20. APPROVAL OF STOCKHOLDERS

The Plan has been adopted by the Board of Directors of the Company, but is
subject to the approval of the stockholders of the Company within twelve months
of the date of adoption of the Plan by the Board of Directors. Notwithstanding
any other provision of the Plan, no Option shall be exercised unless and until
the stockholders of the Company approve the Plan.

21. REGISTRATION AND QUALIFICATION OF THE PLAN

No Option shall be exercised under the Plan until such time as the Company
has qualified or registered the shares which are subject to the options under
the applicable Federal Securities Laws to the extent required by such laws.

22. NO EMPLOYMENT RIGHT

Neither this Plan nor any action taken hereunder shall be construed as
giving any right to any individual to be retained as an officer or employee of
the Company.

5
<PAGE> 28

23. TAX WITHHOLDING

The Company shall have the right to deduct from all payments hereunder any
federal, state, local, or employment taxes that it deems are required by law to
be withheld with respect to such payments.

6
<PAGE> 29

PROXY

COMPLETE BUSINESS SOLUTIONS, INC.

Annual Meeting of Stockholders - May 8, 1998

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Complete Business Solutions, Inc. does hereby
nominate, constitute and appoint Rajendra B. Vattikuti and Timothy S. Manney or
either of them, the true and lawful proxies, agents and attorneys of the
undersigned, with full power of substitution, to vote for the undersigned all of
the common stock of said corporation standing in the name of the undersigned on
its books at the close of business on March 31, 1998 at the Annual Meeting of
Stockholders to be held at the Ritz-Carlton Hotel located at Fairlane Plaza,
300 Town Center Drive, Dearborn, MI 48126 on Friday, May 8, 1998 at 9:00 a.m.,
local time, or any adjournment thereof, with all of the powers which could be
possessed by the undersigned if personally present as follows on the reverse
side.

NOMINEES: Douglas S. Land, Frank D. Stella, John A. Stanley, Charles
Costello, Ronald K. Machtley

CONTINUED AND TO BE SIGNED ON THE OTHER SIDE

- --------------------------------------------------------------------------------

[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of 2. Amend Articles of
Directors [ ] [ ] Incorporation to increase [ ] [ ] [ ]
Authorized Shares

For, except vote withheld from the following nominee(s): 3. Amend Complete [ ] [ ] [ ]
Business Solutions, Inc.
- ------------------------------------------------------------- 1996 Stock Option Plan

FOR AGAINST ABSTAIN
<S> <C> <C> <C>
4. Amend Bylaws to increase
Size of Board [ ] [ ] [ ]

5. Adopt Complete Business
Solutions, Inc. Employee Stock
Purchase Plan [ ] [ ] [ ]

6. Ratify appointment of Arthur
Andersen LLP as Auditors
for 1998 [ ] [ ] [ ]
</TABLE>

7. In their discretion, the Proxies are authorized to vote upon such matters
as may properly come before the meeting.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND THE PROXY STATEMENT FURNISHED THEREWITH.

PLEASE FILL IN DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

NOTE: PLEASE SIGN NAME EXACTLY AS YOUR NAME APPEARS ON THE STOCK CERTIFICATE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN PLEASE
GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. ALL JOINT OWNERS
MUST SIGN.

- --------------------------------------

- --------------------------------------
SIGNATURE(S) DATE