Exhibit 4.1


                                HLM DESIGN, INC.
                             1998 STOCK OPTION PLAN

                           (As Amended June 13, 2000)

         1. Purposes of Plan. The purposes of the Plan, which shall be known as
the HLM Design, Inc. 1998 Stock Option Plan and is hereinafter referred to as
the "Plan", are (i) to provide incentives for key employees, directors,
consultants and other individuals providing services to HLM Design, Inc. (the
"Company") and its subsidiaries (within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code"), each of which is
referred to herein as a "Subsidiary") by encouraging their ownership of the
Common Stock, $.001 par value, of the Company (the "Stock") and (ii) to aid the
Company in retaining such key employees, directors, consultants and other
individuals upon whose efforts the Company's success and future growth depends,
and attracting other such employees, directors, consultants and other
individuals.

         2. Administration. The Plan shall be administered by a committee of the
Board of Directors of the Company (the "Committee"). The Committee shall be
appointed from time to time by the Board of Directors of the Company (the "Board
of Directors") and shall consist of not fewer than two of its members. Each
Committee member shall be a "non-employee director" within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
"Act"). In the event that no such Committee exists or is appointed, the powers
to be exercised by the Committee hereunder shall be exercised by the Board of
Directors.

         For purposes of administration, the Committee, subject to the terms of
the Plan, shall have plenary authority to establish such rules and procedures,
to make such determinations and interpretations, and to take such other
administrative actions, as it deems necessary or advisable. All determinations
and interpretations made by the Committee shall be final, conclusive and binding
on all persons, including those granted options hereunder ("Optionees") and
their legal representatives and beneficiaries.

         Notwithstanding any other provisions of the Plan, the Committee may
impose such conditions on any options as may be required to satisfy the
requirements of Rule 16b-3 of the Act or Section 162(m) of the Code.

         The Committee shall hold its meetings at such times and places as it
may determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all members shall be
as effective as if it had been made by a majority vote at a meeting duly called
and held. The Committee may appoint a secretary (who need not be a member of the
Committee). No member of the Committee shall be liable for any act or omission
with respect to such member's service on the Committee, if such member acts in
good faith and in a manner he or she reasonably believes to be in or not opposed
to the best interests of the Company.



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         3. Stock Available for Options. There shall be available for options
under the Plan a total of 265,000 shares of Stock, subject to any adjustments
which may be made pursuant to Section 5(f) hereof. Shares of Stock used for
purposes of the Plan may be either authorized and unissued shares, or previously
issued shares held in the treasury of the Company, or both. Shares of Stock
covered by options which have terminated or expired prior to exercise or which
have been tendered as payment upon exercise of other options pursuant to Section
5(c) shall be available for further option grants hereunder.

         4. Eligibility. Options under the Plan may be granted to key employees
of the Company or any Subsidiary, including officers or directors of the Company
or any Subsidiary, and to directors, consultants and other individuals providing
services to the Company or any Subsidiary. Options may be granted to eligible
employees whether or not they hold or have held options previously granted under
the Plan or otherwise granted or assumed by the Company. In selecting employees
for options, the Committee may take into consideration any factors it may deem
relevant, including its estimate of the employee's present and potential
contributions to the success of the Company and its Subsidiaries. Service as a
director, officer or consultant of or to the Company or any Subsidiary shall be
considered employment for purposes of the Plan (and the period of such service
shall be considered the period of employment for purposes of Section 5(d) of the
Plan); provided, however, that incentive stock options may be granted under the
Plan only to an individual who is an "employee" (as such term is used in Section
422 of the Code) of the Company or any Subsidiary.

         5. Terms and Conditions of Options. The Committee shall, in its
discretion, prescribe the terms and conditions of the options to be granted
hereunder, which terms and conditions need not be the same in each case, subject
to the following:

                  (a) Option Price. The price at which each share of Stock
         covered by an incentive stock option granted under the Plan may be
         purchased shall not be less than the fair market value per share of
         Stock on the date of grant of the option. In the case of any option
         intended to be an incentive stock option granted to an individual
         owning (directly or by attribution as provided in Section 424(d) of the
         Code), on the date of grant, stock possessing more than 10% of the
         total combined voting power of all classes of stock of the Company or
         any Subsidiary (which individual shall hereinafter be referred to as a
         "10% Stockholder"), the price at which each share of Stock covered by
         the option may be purchased shall not be less than 110% of the fair
         market value per share of Stock on the date of grant of the option. The
         date of the grant of an option shall be the date specified by the
         Committee in its grant of the option. The price at which each share of
         Stock covered by an option granted under the Plan (but not as an
         incentive stock option) may be purchased shall be the price determined
         by the Committee, in its absolute discretion, to be suitable to attain
         the purposes of this Plan. Notwithstanding the foregoing, the price at
         which each share of Stock covered by an option that is not an incentive
         stock option shall in no event be less than 85% of the fair market
         value of the Stock on the date of grant of the option.

                  (b) Option Period. The period for exercise of an option shall
         in no event be more than ten years from the date of grant, or in the
         case of an option intended to be an incentive stock option granted to a
         10% Stockholder, more than five years from the date of grant. Options
         may, in the discretion of the Committee, be made exercisable in
         installments during the option period. Any shares not purchased on any
         applicable installment date may be purchased thereafter at any time
         before the expiration of the option period.


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                  (c) Exercise of Options. In order to exercise an option, the
         Optionee shall deliver to the Company written notice specifying the
         number of shares of Stock to be purchased, together with cash or a
         certified or bank cashier's check payable to the order of the Company
         in the full amount of the purchase price therefor; provided that, for
         the purpose of assisting an Optionee to exercise an option, the Company
         may make loans to the Optionee or guarantee loans made by third parties
         to the Optionee, on such terms and conditions as the Board of Directors
         may authorize; and provided further that such purchase price may be
         paid in shares of Stock, or in nonstatutory options granted under the
         Plan (provided, however, that the purchase price of Stock acquired
         under an incentive stock option may not be paid in options), in either
         case owned by the Optionee and having a market value on the date of
         exercise not less than the aggregate purchase price, or in any
         combination of cash, Stock and such options. For purposes of this
         Section 5(c), the market value per share of Stock shall be the last
         sale price regular way on the date of reference, or, in case no sales
         take place on such date, the average of the closing high bid and low
         asked prices regular way, in either case on the principal national
         securities exchange on which the Stock is listed or admitted to
         trading, or if the Stock is not listed or admitted to trading on any
         national securities exchange, the last sale price reported on the
         National Market System of the National Association of Securities
         Dealers Automated Quotation system ("NASDAQ") on such date, or the
         average of the closing high bid and low asked prices of the Stock in
         the over-the-counter market reported on NASDAQ on such date, as
         furnished to the Committee by any New York Stock Exchange member
         selected from time to time by the Committee for such purpose. If there
         is no bid or asked price reported on any such date, the market value
         shall be determined by the Committee in accordance with the regulations
         promulgated under Section 2031 of the Code, or by any other appropriate
         method selected by the Committee. For purposes of this Section 5(c),
         the market value of an option granted under the Plan shall be the
         market value of the underlying Stock, determined as aforesaid, less the
         exercise price of the option. If the Optionee so requests, shares of
         Stock purchased upon exercise of an option may be issued in the name of
         the Optionee or another person. An Optionee shall have none of the
         rights of a stockholder until the shares of Stock are issued to him.

                  (d) Effect of Termination of Employment.



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                       (i) An option may not be exercised after the Optionee has
                  ceased to be in the employ of the Company or any Subsidiary
                  for any reason other than the Optionee's death, Disability or
                  Involuntary Termination Without Cause. Any cessation of
                  employment, for purposes of incentive stock options only,
                  shall include any leave of absence in excess of 90 days unless
                  the Optionee's reemployment rights are guaranteed by law or by
                  contract. "Cause" shall mean any act, action or series of acts
                  or actions or any omission, omissions, or series of omissions
                  which result in, or which have the effect of resulting in, (i)
                  the commission of a crime by the Optionee involving moral
                  turpitude, which crime has a material adverse impact on the
                  Company or any Subsidiary, (ii) gross negligence or willful
                  misconduct which is continuous and results in material damage
                  to the Company or any Subsidiary, or (iii) the continuous,
                  willful failure of the person in question to follow the
                  reasonable directives of the Board of Directors. "Disability"
                  shall mean the inability or failure of a person to perform
                  those duties for the Company or any Subsidiary traditionally
                  assigned to and performed by such person because of the
                  person's then-existing physical or mental condition,
                  impairment or incapacity. The fact of disability shall be
                  determined by the Committee, which may consider such evidence
                  as it considers desirable under the circumstances, the
                  determination of which shall be final and binding upon all
                  parties. "Involuntary Termination Without Cause" shall mean
                  either (i) the dismissal of, or the request for the
                  resignation of, a person, by court order, order of any
                  court-appointed liquidator or trustee of the Company, or the
                  order or request of any creditors' committee of the Company
                  constituted under the federal bankruptcy laws, provided that
                  such order or request contains no specific reference to Cause;
                  or (ii) the dismissal of, or the request for the resignation
                  of, a person, by a duly constituted corporate officer of the
                  Company or any Subsidiary, or by the Board, for any reason
                  other than for Cause.

                       (ii) During the three months after the date of the
                  Optionee's Involuntary Termination Without Cause, the Optionee
                  shall have the right to exercise the options granted under the
                  Plan, but only to the extent the options were exercisable on
                  the date of the cessation of the Optionee's employment.

                       (iii) During the twelve months after termination of the
                  Optionee's employment with the Company or any Subsidiary as a
                  result of the Optionee's Disability, the Optionee shall have
                  the right to exercise the options granted under the Plan, but
                  only to the extent the options were exercisable on the date of
                  the cessation of the Optionee's employment.

                       (iv) In the event of the death of the Optionee while
                  employed or, in the event of the death of the Optionee after
                  cessation of employment described in subparagraph (ii) or
                  (iii) above, but within the three-month or twelve-month period
                  described in subparagraph (ii) or (iii) above, the option
                  shall be exercisable until the expiration of twelve months
                  following the Optionee's death. During such extended period,
                  the option may be exercised by the person or persons to whom
                  the deceased Optionee's rights under the option agreement
                  shall pass by will or by the laws of descent and distribution,
                  but only to the extent the option was exercisable on the date
                  of the cessation of the Optionee's employment. The provisions
                  of the foregoing sentence shall apply to any outstanding
                  options which are incentive stock options to the extent
                  permitted by Section 422(d) of the Code and such outstanding
                  options in excess thereof shall, immediately upon the
                  occurrence of the event described in the preceding sentence,
                  be treated for all purposes of the Plan as nonstatutory stock
                  options and shall be immediately exercisable as such as
                  provided in the foregoing sentence.

                       In no event shall any option be exercisable beyond the
                  applicable exercise period provided in Section 5(b) of the
                  Plan. Nothing in the Plan or in any option granted pursuant to
                  the Plan (in the absence of an express provision to the
                  contrary) shall confer on any individual any right to continue
                  in the employ of the Company or any Subsidiary or interfere in
                  any way with the right of the Company or Subsidiary to
                  terminate the individual's employment at any time.

                       (e) Nontransferability of Options. Except as otherwise
                  set forth herein, during the lifetime of an Optionee, options
                  held by the Optionee shall be exercisable only by the
                  Optionee, and no option shall be transferable other than by
                  will or by the laws of descent and distribution.
                  Notwithstanding the foregoing, the Committee may, in its
                  absolute discretion, grant nonstatutory stock options that are
                  transferable, subject to applicable law and the terms and
                  restrictions imposed by the option agreement or otherwise by
                  the Committee.


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                       (f) Adjustments for Change in Stock Subject to Plan. In
                  the event of a reorganization, recapitalization, stock split,
                  stock dividend, combination of shares, merger, consolidation,
                  rights offering or any other change in the corporate structure
                  or shares of the Company, corresponding adjustments
                  automatically shall be made to the number and kind of shares
                  available for issuance under this Plan and the number and kind
                  of shares and option price thereof covered by outstanding
                  options under this Plan.

                       (g) Acceleration of Exercisability of Options Upon
                  Occurrence of Certain Events. In connection with any merger or
                  consolidation in which the Company is not the surviving
                  corporation and which results in the holders of the
                  outstanding voting securities of the Company (determined
                  immediately prior to such merger or consolidation) owning less
                  than a majority of the outstanding voting securities of the
                  surviving corporation (determined immediately following such
                  merger or consolidation), or any sale or transfer by the
                  Company of all or substantially all of its assets or any
                  tender offer or exchange offer for or the acquisition,
                  directly or indirectly, by any person or group of all or a
                  majority of the then-outstanding voting securities of the
                  Company, all outstanding options under the Plan shall become
                  exercisable in full, notwithstanding any other provision of
                  the Plan or of any outstanding options granted thereunder, on
                  and after (i) the fifteenth day prior to the effective date of
                  such merger, consolidation, sale, transfer or acquisition or
                  (ii) the date of commencement of such tender offer or exchange
                  offer, as the case may be. The provisions of the foregoing
                  sentence shall apply to any outstanding options which are
                  incentive stock options to the extent permitted by Section
                  422(d) of the Code and such outstanding options in excess
                  thereof shall, immediately upon the occurrence of the event
                  described in clause (i) or (ii) of the foregoing sentence, be
                  treated for all purposes of the Plan as nonstatutory stock
                  options and shall be immediately exercisable as such as
                  provided in the foregoing sentence. Notwithstanding the
                  foregoing, in no event shall any option be exercisable beyond
                  the applicable period of such option specified in Sections
                  5(b) and 5(d).

                       (h) Registration, Listing and Qualification of Shares of
                  Stock. Each option shall be subject to the requirement that if
                  at any time the Board of Directors shall determine that the
                  registration, listing or qualification of shares of Stock
                  covered thereby upon any securities exchange or under any
                  federal or state law, or the consent or approval of any
                  governmental regulatory body, is necessary or desirable as a
                  condition of, or in connection with, the granting of such
                  option or the purchase of shares of Stock thereunder, no such
                  option may be exercised unless and until such registration,
                  listing, qualification, consent or approval shall have been
                  effected or obtained free of any conditions not acceptable to
                  the Board of Directors. The Company may require that any
                  person exercising an option shall make such representations
                  and agreements and furnish such information as it deems
                  appropriate to assure compliance with the foregoing or any
                  other applicable legal requirement.

                       (i) Other Terms and Conditions. The Committee may impose
                  such other terms and conditions, not inconsistent with the
                  terms hereof, on the grant or exercise of options, as it deems
                  advisable.



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                       (j) Reload Options. If upon the exercise of an option
                  granted under the Plan (the "Original Option") the Optionee
                  pays the purchase price for the Original Option pursuant to
                  Section 5(c) in whole or in part in shares of Stock owned by
                  the Optionee for at least six months, the Company shall grant
                  to the Optionee on the date of such exercise an additional
                  option under the Plan (the "Reload Option") to purchase that
                  number of shares of Stock equal to the number of shares of
                  Stock so held for at least six months transferred to the
                  Company in payment of the purchase price in the exercise of
                  the Original Option. The price at which each share of Stock
                  covered by the Reload Option may be purchased shall be the
                  market value per share of Stock (as specified in Section 5(c))
                  on the date of exercise of the Original Option. The Reload
                  Option shall not be exercisable until one year after the date
                  the Reload Option is granted or after the expiration date of
                  the Original Option. Upon the payment of the purchase price
                  for a Reload Option granted hereunder in whole or in part in
                  shares of Stock held for more than six months pursuant to
                  Section 5(c), the Optionee is entitled to receive a further
                  Reload Option in accordance with this Section 5(j). Shares of
                  Stock covered by a Reload Option shall not reduce the number
                  of shares of Stock available under the Plan pursuant to
                  Section 3.

         6. Additional Provisions Applicable to Incentive Stock Options. The
Committee may, in its discretion, grant options under the Plan to eligible
employees which constitute "incentive stock options" within the meaning of
Section 422 of the Code, provided, however, that (a) the aggregate market value
of the Stock with respect to which incentive stock options are exercisable for
the first time by the Optionee during any calendar year shall not exceed the
limitation set forth in Section 422(d) of the Code and (b) Section 5(d)(ii)
hereof shall not apply to any incentive stock option.

         7. Effectiveness of Plan. The Plan be effective when it is adopted and
approved by the Board of Directors, provided that the Plan is approved within
twelve months before or after such adoption by a majority of the votes cast
thereon by the stockholders of the Company at a meeting of stockholders duly
called and held for such purpose or by unanimous written consent of such
stockholders, and no option granted hereunder shall be exercisable prior to such
approval.

         8. Amendment and Termination. The Board of Directors may at any time
amend the Plan or the term of any option outstanding under the Plan; provided,
however, that, except as contemplated in Section 5(f), the Board of Directors
shall not, without approval by a majority of the votes cast by the stockholders
of the Company at a meeting of stockholders at which a proposal to amend the
Plan is voted upon, (i) increase the maximum number of shares of Stock for which
options may be granted under the Plan, or (ii) except as otherwise provided in
the Plan, amend the requirements as to the class of employees eligible to
receive options. Unless the Plan shall theretofore have been terminated as
hereinafter provided, the Plan shall terminate, and no option shall be granted
hereunder, after ten years from the date the Plan is adopted by the Board of
Directors or approved by the stockholders as described in Section 7, whichever
first occurs; provided, however, that the Board of Directors may at any time
prior to that date terminate the Plan. No amendment or termination of the Plan
or any option outstanding under the Plan may, without the consent of an
Optionee, adversely affect the rights of such Optionee under any option held by
such Optionee.

         9. Withholding. It shall be a condition to the obligation of the
Company to issue shares of Stock upon exercise of an option that the Optionee
(or any beneficiary or person entitled to act under Section 5(d) hereof) pay to
the Company, upon its demand, such amount as may be requested by the Company for
the purpose of satisfying any taxes. If the amount requested is not paid, the
Company may refuse to issue such shares of Stock.

         10. Other Actions. Nothing contained in the Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including, but not by way of limitation, the right of the Company to grant or
assume options for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or association.