AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             OPEN PLAN SYSTEMS, INC.


                                    * * * * *

                                    ARTICLE I

                               Offices and Records


A.   Virginia Office.  The principal office of the Corporation  shall be located
     within the Commonwealth of Virginia.

B.   Other Offices.  The Corporation may have such other offices,  either within
     or without the  Commonwealth  of Virginia,  as the Board of  Directors  may
     designate  or as the  business  of the  Corporation  may from  time to time
     require.

C.   Books and  Records.  The books and records of the  Corporation  may be kept
     within or without the  Commonwealth  of Virginia at such place or places as
     may from time to time be designated by the Board of Directors.


                                   ARTICLE II

                                  Shareholders

A.   Annual Meeting.  The annual meeting of the  shareholders of the Corporation
     shall be held on the third  Tuesday  in May of each  year at the  principal
     office of the  Corporation,  or at such other time or place as may be fixed
     by resolution of the Board of Directors, or in the absence of action by the
     Board of Directors, as may be fixed by the Chairman of the Board.

B.   Place of Meeting.  The Board of Directors or the Chairman of the Board,  as
     the case may be, may designate the place of meeting for any annual  meeting
     or for any  special  meeting  of the  shareholders  called  by the Board of
     Directors or the Chairman of the Board.  If no  designation is so made, the
     place of meeting shall be the principal office of the Corporation.

C.   Notice of Meeting.  Written or printed notice,  stating the place,  day and
     hour of the meeting  and the  purpose or purposes  for which the meeting is
     called,  shall be delivered by the  Corporation not less than ten (10) days
     nor more  than  sixty  (60) days  before  the date of the  meeting,  either
     personally or by mail, to each  shareholder  of record  entitled to vote at
     such meeting.  If mailed,  such notice shall be deemed to be delivered when
     deposited in the United States mail with postage thereon prepaid, addressed
     to the shareholder at his address as it appears on the stock transfer books
     of the  Corporation.  Such further notice shall be given as may be required
     by law.  Only such  business  shall be  conducted  at a special  meeting of
     shareholders as shall have been brought before the meeting  pursuant to the
     Corporation's  notice of meeting.  Any previously  scheduled meeting of the
     shareholders  may be postponed,  and (unless the Articles of  Incorporation
     otherwise  provides)  any  special  meeting  of  the  shareholders  may  be
     cancelled, by resolution of the Board of Directors upon public notice given
     prior to the date previously scheduled for such meeting of shareholders.

D.   Quorum  and  Adjournment.  Except as  otherwise  provided  by law or by the
     Articles of  Incorporation,  the  holders of a majority of the  outstanding
     shares of the  Corporation  entitled to vote  generally  in the election of
     directors,  represented in person or by proxy, shall constitute a quorum at
     a meeting of  shareholders,  except that when  specified  business is to be
     voted on by a class or series of stock voting as a separate  voting  group,
     the  holders  of a majority  of the  shares of such  class or series  shall
     constitute  a quorum of such  class or series for the  transaction  of such
     business.  The  Chairman  of the  meeting  or a  majority  of the shares so
     represented may adjourn the meeting from time to time, whether or not there
     is such a quorum.  No notice  of the time and place of  adjourned  meetings
     need be given except as required by law. The shareholders present at a duly
     called  meeting  at which a quorum is  present  may  continue  to  transact
     business  until  adjournment,  notwithstanding  the  withdrawal  of  enough
     shareholders to leave less than a quorum.

E.   Proxies.  At all meetings of shareholders,  a shareholder may vote by proxy
     executed in writing (or in such manner  prescribed  by the  Virginia  Stock
     Corporation Act) by the shareholder,  or by his duly authorized attorney in
     fact.

F.   Notice of Shareholder Business and Nominations.

     1. Annual Meetings of Shareholders.

     (a)  Nominations  of persons for  election to the Board of Directors of the
     Corporation   and  the  proposal  of  business  to  be  considered  by  the
     shareholders  may be made at an annual meeting of shareholders (1) pursuant
     to the Corporation's  notice of meeting,  (2) by or at the direction of the
     Board of Directors or (3) by any  shareholder of the  Corporation who was a
     shareholder of record at the time of giving of notice  provided for in this
     Bylaw,  who is entitled to vote at the  meeting and who  complies  with the
     notice procedures set forth in this Bylaw.

     (b) For  nominations  or other  business to be properly  brought  before an
     annual meeting by a shareholder pursuant to clause (3) of paragraph 1(a) of
     this  Bylaw,  the  shareholder  must have given  timely  notice  thereof in
     writing to the Secretary of the  Corporation  and such other  business must
     otherwise  be a proper  matter for  shareholder  action.  To be  timely,  a
     shareholder's  notice shall be delivered to the  Secretary at the principal
     executive  offices of the  Corporation not later than the close of business
     on the 60th day nor  earlier  than the  close of  business  on the 90th day
     prior to the first  anniversary  of the preceding  year's  annual  meeting;
     provided, however, that in the event that the date of the annual meeting is
     more than 30 days before or more than 60 days after such anniversary  date,
     notice by the  shareholder  to be timely must be so  delivered  not earlier
     than the close of business on the 90th day prior to such annual meeting and
     not later than the close of  business on the later of the 60th day prior to
     such  annual  meeting  or the 10th day  following  the day on which  public
     announcement of the date of such meeting is first made by the  Corporation.
     In no event shall the public  announcement  of an  adjournment of an annual
     meeting commence a new time period for the giving of a shareholder's notice
     as described  above.  Such  shareholder's  notice shall set forth (1) as to
     each person whom the  shareholder  proposes  to  nominate  for  election or
     reelection  as a director all  information  relating to such person that is
     required  to be  disclosed  in  solicitations  of proxies  for  election of
     directors in an election contest,  or is otherwise  required,  in each case
     pursuant to Regulation  14A under the  Securities  Exchange Act of 1934, as
     amended (the "Exchange  Act"), and Rule 14a-11  thereunder  (including such
     person's written consent to being named in the proxy statement as a nominee
     and to serving as a director if elected); (2) as to any other business that
     the shareholder  proposes to bring before the meeting,  a brief description
     of the business  desired to be brought before the meeting,  the reasons for
     conducting  such business at the meeting and any material  interest in such
     business of such  shareholder  and the beneficial  owner,  if any, on whose
     behalf  the  proposal  is made;  and (3) as to the  shareholder  giving the
     notice and the beneficial  owner, if any, on whose behalf the nomination or
     proposal  is made (i) the name and  address  of such  shareholder,  as they
     appear on the  Corporation's  books,  and of such beneficial owner and (ii)
     the class or series and number of shares of the Corporation which are owned
     beneficially and of record by such shareholder and such beneficial owner.

     (c)  Notwithstanding  anything in the second  sentence of paragraph 1(b) of
     this Bylaw to the contrary, in the event that the number of directors to be
     elected to the Board of Directors of the Corporation is increased and there
     is no public announcement by the Corporation naming all of the nominees for
     director or  specifying  the size of the  increased  Board of  Directors at
     least 70 days prior to the first anniversary of the preceding year's annual
     meeting,  a  shareholder's  notice  required  by this  Bylaw  shall also be
     considered  timely, but only with respect to nominees for any new positions
     created by such increase,  if it shall be delivered to the Secretary at the
     principal  executive offices of the Corporation not later than the close of
     business  on  the  10th  day   following  the  day  on  which  such  public
     announcement is first made by the Corporation.

     2. Special Meetings of Shareholders.  Only such business shall be conducted
     at a special  meeting of shareholders as shall have been brought before the
     meeting  pursuant to the  Corporation's  notice of meeting.  Nominations of
     persons  for  election to the Board of  Directors  may be made at a special
     meeting of shareholders  at which  directors are to be elected  pursuant to
     the Corporation's notice of meeting (a) by or at the direction of the Board
     of  Directors or (b) provided  that the Board of Directors  has  determined
     that directors shall be elected at such meeting,  by any shareholder of the
     Corporation  who is a shareholder of record at the time of giving of notice
     provided  for in this  Bylaw,  who shall be entitled to vote at the meeting
     and who complies with the notice procedures set forth in this Bylaw. In the
     event the  Corporation  calls a special  meeting  of  shareholders  for the
     purpose of electing one or more  directors to the Board of  Directors,  any
     such shareholder may nominate a person or persons (as the case may be), for
     election to such  position(s) as specified in the  Corporation's  notice of
     meeting,  if the  shareholder's  notice  required by paragraph 1(b) of this
     Bylaw  shall be  delivered  to the  Secretary  at the  principal  executive
     offices of the  Corporation  not earlier  than the close of business on the
     90th day prior to such  special  meeting  and not  later  than the close of
     business on the later of the 60th day prior to such special  meeting or the
     10th day  following the day on which public  announcement  is first made of
     the date of the special  meeting and of the nominees  proposed by the Board
     of  Directors to be elected at such  meeting.  In no event shall the public
     announcement  of an  adjournment of a special  meeting  commence a new time
     period for the giving of a shareholder's notice as described above.

3.   General.

(a)  Only such persons who are nominated in accordance  with the  procedures set
     forth in this Bylaw shall be eligible to serve as  directors  and only such
     business shall be conducted at a meeting of shareholders as shall have been
     brought  before the meeting in accordance  with the procedures set forth in
     this  Bylaw.   Except  as  otherwise  provided  by  law,  the  Articles  of
     Incorporation  or these Bylaws,  the Chairman of the meeting shall have the
     power and duty to determine  whether a nomination or any business  proposed
     to be brought before the meeting was made or proposed,  as the case may be,
     in  accordance  with the  procedures  set forth in this Bylaw  and,  if any
     proposed  nomination or business is not in compliance  with this Bylaw,  to
     declare that such defective proposal or nomination shall be disregarded.

(b)  For purposes of this Bylaw, "public  announcement" shall mean disclosure in
     a press release reported by the Dow Jones News Service, Associated Press or
     comparable  national  news service or in a document  publicly  filed by the
     Corporation with the Securities and Exchange Commission pursuant to Section
     13, 14 or 15(d) of the Exchange Act.

(c)  Notwithstanding the foregoing provisions of this Bylaw, a shareholder shall
     also comply with all  applicable  requirements  of the Exchange Act and the
     rules and  regulations  thereunder with respect to the matters set forth in
     this Bylaw.  Nothing in this Bylaw shall be deemed to affect any rights (i)
     of  shareholders  to request  inclusion of  proposals in the  Corporation's
     proxy  statement  pursuant to Rule 14a-8 under the  Exchange Act or (ii) of
     the holders of any class or series of  Preferred  Stock to elect  directors
     under specified circumstances.

G.   Inspectors  of  Elections;  Opening  and  Closing  the Polls.  The Board of
     Directors  by  resolution  shall  appoint  one or  more  inspectors,  which
     inspector or inspectors may include  individuals  who serve the Corporation
     in other capacities, including, without limitation, as officers, employees,
     agents or representatives,  to act at the meetings of shareholders and make
     a  written  report  thereof.  One or  more  persons  may be  designated  as
     alternate  inspectors  to replace  any  inspector  who fails to act.  If no
     inspector  or  alternate  has been  appointed to act or is able to act at a
     meeting of  shareholders,  the Chairman of the meeting shall appoint one or
     more inspectors to act at the meeting.  Each inspector,  before discharging
     his or her duties,  shall take and sign an oath  faithfully  to execute the
     duties of inspector with strict  impartiality  and according to the best of
     his ability. The inspectors shall have the duties prescribed by law.

     The Chairman of the meeting  shall fix and announce at the meeting the date
     and time of the  opening  and the closing of the polls for each matter upon
     which the shareholders will vote at a meeting.


                                   ARTICLE III

                               Board of Directors

A.   Regular Meetings. A regular meeting of the Board of Directors shall be held
     without other notice than this Bylaw promptly after,  and at the same place
     as, the Annual  Meeting of  Shareholders.  The Board of  Directors  may, by
     resolution,  provide  the time and  place  for the  holding  of  additional
     regular meetings without other notice than such resolution.

B.   Special  Meetings.  Special  meetings  of the Board of  Directors  shall be
     called at the  request of the  Chairman of the Board,  the Chief  Executive
     Officer or a majority of the Board of Directors then in office.  The person
     or persons  authorized  to call special  meetings of the Board of Directors
     may fix the place and time of the meetings.

C.   Notice.  Notice of any special  meeting of directors shall be given to each
     director  at his  business  or  residence  in  writing  by  hand  delivery,
     first-class  or overnight  mail or courier  service,  telegram or facsimile
     transmission,  or orally by telephone.  If mailed by first-class mail, such
     notice shall be deemed  adequately  delivered  when deposited in the United
     States mail so addressed,  with postage thereon prepaid,  at least five (5)
     days  before  such  meeting.  If by  telegram,  overnight  mail or  courier
     service, such notice shall be deemed adequately delivered when the telegram
     is  delivered  to the  telegraph  company or the notice is delivered to the
     overnight mail or courier service company at least  twenty-four  (24) hours
     before such  meeting.  If by facsimile  transmission,  such notice shall be
     deemed adequately  delivered when the notice is transmitted at least twelve
     (12) hours before such meeting.  If by telephone or by hand  delivery,  the
     notice  shall be given at least twelve (12) hours prior to the time set for
     the meeting.  Neither the business to be transacted at, nor the purpose of,
     any regular or special  meeting of the Board of Directors need be specified
     in the notice of such meeting,  except for  amendments to these Bylaws,  as
     provided  under Article VIII of these Bylaws.  A meeting may be held at any
     time  without  notice  if all the  directors  are  present  or if those not
     present  waive  notice of the  meeting in  accordance  with  paragraph D of
     Article VI of these Bylaws.

D.   Action by Consent of Board of Directors.  Any action  required or permitted
     to be taken at any meeting of the Board of  Directors  or of any  committee
     thereof  may be taken  without a  meeting  if all  members  of the Board or
     committee,  as the case may be, consent thereto in writing, and the writing
     or  writings  are filed  with the  minutes of  proceedings  of the Board or
     committee.

E.   Conference  Telephone Meetings.  Members of the Board of Directors,  or any
     committee  thereof,  may participate in a meeting of the Board of Directors
     or  such   committee   by  means  of   conference   telephone   or  similar
     communications equipment by means of which all persons participating in the
     meeting  can hear each other,  and such  participation  in a meeting  shall
     constitute presence in person at such meeting.

F.   Quorum.  Subject  to  the  provisions  of  Article  V of  the  Articles  of
     Incorporation  relating to newly created  directorships  and  vacancies,  a
     whole number of directors  equal to at least a majority of the total number
     of directors  which the  Corporation  would have if there were no vacancies
     (the  "Whole  Board")  shall  constitute  a quorum for the  transaction  of
     business,  but if at any meeting of the Board of  Directors  there shall be
     less than a quorum present, a majority of the directors present may adjourn
     the  meeting  from  time to time  without  further  notice.  The act of the
     majority of the directors present at a meeting at which a quorum is present
     shall be the act of the Board of Directors. The directors present at a duly
     organized  meeting may  continue to transact  business  until  adjournment,
     notwithstanding  the  withdrawal  of enough  directors to leave less than a
     quorum.

G.   Executive and Other  Committees.  The Board of Directors may, by resolution
     adopted by a majority of the Whole Board,  designate an Executive Committee
     to exercise, subject to applicable provisions of law, all the powers of the
     Board in the management of the business and affairs of the Corporation when
     the Board is not in  session  and may,  by  resolution  similarly  adopted,
     designate one or more other  committees.  The Executive  Committee and each
     such  other  committee  shall  consist  of two  or  more  directors  of the
     Corporation.  The Board may  designate  one or more  directors as alternate
     members of any committee, who may replace any absent or disqualified member
     at any  meeting  of the  committee.  Any  such  committee,  other  than the
     Executive  Committee  (the  powers  of which  are  expressly  provided  for
     herein),  may to the extent permitted by law exercise such powers and shall
     have  such  responsibilities  as  shall  be  specified  in the  designating
     resolution.  In the  absence  or  disqualification  of any  member  of such
     committee  or  committees,  the  member or members  thereof  present at any
     meeting and not  disqualified  from voting,  whether or not  constituting a
     quorum,  may unanimously  appoint another member of the Board to act at the
     meeting  in the  place of any such  absent  or  disqualified  member.  Each
     committee  shall keep written  minutes of its  proceedings and shall report
     such proceedings to the Board when required.

     A majority of any  committee  may determine its action and fix the time and
     place of its meetings,  unless the Board shall otherwise provide. Notice of
     such meetings  shall be given to each member of the committee in the manner
     provided for in Paragraph C of this Article.  The Board shall have power at
     any time to fill  vacancies in, to change the membership of, or to dissolve
     any such  committee.  Nothing  herein  shall be deemed to prevent the Board
     from  appointing one or more  committees  consisting in whole or in part of
     persons who are not directors of the Corporation;  provided,  however, that
     no such committee shall have or may exercise any authority of the Board.

H.   Records.  The Board of Directors shall cause to be kept a record containing
     the  minutes of the  proceedings  of the  meetings  of the Board and of the
     shareholders,  appropriate  stock  books and  registers  and such  books of
     records and  accounts  as may be  necessary  for the proper  conduct of the
     business of the Corporation.


                                   ARTICLE IV

                                    Officers

A.   Elected Officers. The elected officers of the Corporation may be a chairman
     of the Board, a Chief  Executive  Officer,  a President,  a Chief Financial
     Officer,  a Secretary,  a Treasurer,  and such other  officers  (including,
     without  limitation,  a Chief Accounting Officer) as the Board of Directors
     from time to time may deem  proper.  The  Chairman  of the  Board  shall be
     chosen  from  among the  directors.  All  officers  elected by the Board of
     Directors  shall each have such powers and duties as  generally  pertain to
     their  respective  offices,  subject  to the  specific  provisions  of this
     Article  IV. Such  officers  shall also have such powers and duties as from
     time to time may be conferred by the Board of Directors or by any committee
     thereof. The Board or the Executive Committee thereof may from time to time
     elect,  or the  Chairman  of the Board or the Chief  Executive  Officer may
     appoint,  such  other  officers  (including  one or more  Vice  Presidents,
     Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and
     Assistant  Controllers)  and such agents,  as may be necessary or desirable
     for the conduct of the business of the Corporation. Such other officers and
     agents  shall have such duties and shall hold their  offices for such terms
     as shall be provided in these Bylaws or as may be  prescribed  by the Board
     or the Executive  Committee  thereof or by the Chairman of the Board or the
     Chief Executive Officer, as the case may be.

B.   Election and Term of Office.  The elected officers of the Corporation shall
     be elected annually by the Board of Directors at the regular meeting of the
     Board of Directors  held after the annual meeting of the  shareholders.  If
     the election of officers  shall not be held at such meeting,  such election
     shall be held as soon  thereafter  as  convenient.  Each officer shall hold
     office  until his  successor  shall have been duly  elected  and shall have
     qualified or until his death or until he shall resign,  but any officer may
     be removed from office in accordance with paragraph J of this Article IV.

C.   Chairman  of the Board.  The  Chairman  of the Board  shall  preside at all
     meetings of the shareholders and of the Board of Directors. The Chairman of
     the Board shall  perform all duties  incidental  to his office which may be
     required by law and all such other duties as are  properly  required of him
     by the Board of Directors.  He shall make reports to the Board of Directors
     and the shareholders,  and shall see that all orders and resolutions of the
     Board of Directors  and of any  committee  thereof are carried into effect.
     The  Chairman  of  the  Board  may  also  serve  in  other  offices  of the
     Corporation if so elected by the Board.  In the absence or inability to act
     of the Chairman of the Board,  the Board may appoint an acting  Chairman of
     the Board to  preside at such  meetings  of  shareholders  and the Board of
     Directors, and to carry out the duties of the Chairman of the Board.

D.   Chief Executive Officer. The Chief Executive Officer shall act in a general
     executive capacity, establish the policies and supervise the affairs of the
     Corporation,  and perform all duties  incidental to his office which may be
     required by law and all such other duties as are  properly  required of him
     by the Board of Directors.  He shall make reports to the Board of Directors
     and  shareholders,  and shall see that all  orders and  resolutions  of the
     Board of Directors and of any committee thereof are carried into effect.

E.   President. The President shall be responsible for the general management of
     the business and affairs of the  Corporation  and shall  perform all duties
     incidental  to his office  which may be  required by law and all such other
     duties as are properly  required of him by the Board of Directors and Chief
     Executive  Officer.  He shall make  reports to the Board of  Directors  and
     shall assist the Chief Executive Officer in the general  supervision of the
     Corporation's policies and affairs.

F.   Vice  Presidents.  Each Vice  President  shall  have such  powers and shall
     perform  such duties as shall be assigned  by the Board of  Directors,  the
     Chairman of the Board, the Chief Executive Officer or the President.

G.   Chief  Financial  Officer.  The  Chief  Financial  Officer  shall be a Vice
     President and act in an executive financial  capacity.  He shall assist the
     Chairman of the Board, the Chief Executive Officer and the President in the
     general supervision of the Corporation's financial policies and affairs.

H.   Treasurer.  The  Treasurer  shall  exercise  general  supervision  over the
     receipt,  custody and  disbursement of corporate funds. The Treasurer shall
     cause the funds of the  Corporation to be deposited in such banks as may be
     authorized by the Board of Directors, or in such banks as may be designated
     as  depositories  in the  manner  provided  by  resolution  of the Board of
     Directors.  He shall  have such  further  powers  and  duties  and shall be
     subject to such  directions as may be granted or imposed upon him from time
     to time by the Board of  Directors,  the  Chairman of the Board,  the Chief
     Executive Officer or the President.

I.   Secretary.  The  Secretary  shall  keep or  cause to be kept in one or more
     books provided for that purpose,  the minutes of all meetings of the Board,
     the  committees  of the Board and the  shareholders;  he shall see that all
     notices are duly given in  accordance  with the  provisions of these Bylaws
     and as required by law; he shall be  custodian  of the records and the seal
     of the Corporation and affix and attest the seal to all stock  certificates
     of the Corporation (unless the seal of the Corporation on such certificates
     shall be a facsimile,  as  hereinafter  provided)  and affix and attest the
     seal to all other  documents  to be executed  on behalf of the  Corporation
     under  its  seal;  and he shall see that the  books,  reports,  statements,
     certificates and other documents and records required by law to be kept and
     filed are properly kept and filed; and in general, he shall perform all the
     duties  incident to the office of  Secretary  and such other duties as from
     time to time may be assigned to him by the Board of Directors, the Chairman
     of the Board, the Chief Executive Officer or the President.

J.   Removal. Any officer elected, or agent appointed, by the Board of Directors
     or the Executive  Committee  thereof may be removed by the affirmative vote
     of a majority  of the Whole Board  whenever,  in their  judgment,  the best
     interests of the Corporation would be served thereby.  Any officer or agent
     appointed by the Chairman of the Board or the Chief  Executive  Officer may
     be removed by him  whenever,  in his  judgment,  the best  interests of the
     Corporation  would be served  thereby.  No elected  officer  shall have any
     contractual  rights against the Corporation  for  compensation by virtue of
     such election beyond the date of the election of his successor,  his death,
     his resignation or his removal,  whichever event shall first occur,  except
     as  otherwise  provided  in an  employment  contract  or under an  employee
     deferred compensation plan.

K.   Vacancies.  A newly  created  elected  office and a vacancy in any  elected
     office because of death, resignation, or removal may be filled by the Board
     of Directors  for the  unexpired  portion of the term at any meeting of the
     Board of Directors.  Any vacancy in an office  appointed by the Chairman of
     the Board or the Chief Executive Officer because of death, resignation,  or
     removal may be filled by the Board of Directors,  the  Executive  Committee
     thereof, the Chairman of the Board or the Chief Executive Officer.


                                    ARTICLE V

                        Stock Certificates and Transfers

A.   Stock  Certificates and Transfers.  The interest of each shareholder of the
     Corporation  shall be evidenced by certificates for shares of stock in such
     form as the  appropriate  officers of the Corporation may from time to time
     prescribe.  The shares of the stock of the Corporation shall be transferred
     on the books of the  Corporation  by the holder thereof in person or by his
     attorney,  upon surrender for cancellation of certificates for at least the
     same number of shares,  with an assignment  and power of transfer  endorsed
     thereon  or  attached  thereto,  duly  executed,  with  such  proof  of the
     authenticity  of  the  signature  as the  Corporation  or  its  agents  may
     reasonably require.

     The certificates of stock shall be signed,  countersigned and registered in
     such manner as the Board of Directors  may by resolution  prescribe,  which
     resolution may permit all or any of the signatures on such  certificates to
     be in facsimile.  In case any officer,  transfer agent or registrar who has
     signed or whose facsimile  signature has been placed upon a certificate has
     ceased  to be  such  officer,  transfer  agent  or  registrar  before  such
     certificate is issued,  it may be issued by the  Corporation  with the same
     effect as if he were such officer,  transfer agent or registrar at the date
     of issue.

B.   Lost, Stolen or Destroyed Certificates.  No certificate for shares of stock
     in the Corporation  shall be issued in place of any certificate  alleged to
     have been lost, destroyed or stolen,  except on production of such evidence
     of such loss,  destruction or theft and on delivery to the Corporation of a
     bond of  indemnity  in such  amount,  upon such  terms and  secured by such
     surety,  as the Board of Directors or any  financial  officer may in its or
     his discretion require.


                                   ARTICLE VI

                            Miscellaneous Provisions

A.   Fiscal Year.  The fiscal year of the  Corporation  shall begin on the first
     day of January and end on the thirty-first day of December of each year.

B.   Dividends.  The Board of Directors may from time to time  declare,  and the
     Corporation may pay,  dividends on its outstanding shares in the manner and
     upon  the  terms  and  conditions  provided  by law  and  the  Articles  of
     Incorporation.

C.   Seal. The corporate seal shall have inscribed  thereon the word "Seal," the
     year of  incorporation  and around the margin  thereof the words "Open Plan
     Systems, Inc."

D.   Waiver  of  Notice.  Whenever  any  notice is  required  to be given to any
     shareholder  or director of the  Corporation  under the  provisions  of the
     Virginia  Stock  Corporation  Act or  these  Bylaws,  a waiver  thereof  in
     writing,  signed by the person or persons entitled to such notice,  whether
     before or after the time stated therein,  shall be deemed equivalent to the
     giving of such notice.  Neither the business to be  transacted  at, nor the
     purpose of, any annual or special meeting of the  shareholders or the Board
     of Directors or committee thereof need be specified in any waiver of notice
     of such meeting.

E.   Audits. The accounts, books and records of the Corporation shall be audited
     upon the conclusion of each fiscal year by an independent  certified public
     accountant selected by the Board of Directors,  and it shall be the duty of
     the Board of Directors to cause such audit to be done annually.

F.   Resignations.  Any director or any officer,  whether  elected or appointed,
     may resign at any time by giving written notice of such  resignation to the
     Chairman of the Board, the President or the Secretary, and such resignation
     shall be deemed to be  effective  as of the close of  business  on the date
     said notice is received by the Chairman of the Board,  the President or the
     Secretary,  or at such later time as is specified therein. No formal action
     shall be required of the Board of Directors or the shareholders to make any
     such resignation effective.

G.   Use of Masculine.  Whenever a masculine  term is used in these  Bylaws,  it
     shall be deemed to include the feminine.


                                   ARTICLE VII

                            Contracts, Proxies, Etc.

A.   Contracts.   Except  as   otherwise   required  by  law,  the  Articles  of
     Incorporation  or these Bylaws,  any contracts or other  instruments may be
     executed and delivered in the name and on the behalf of the  Corporation by
     such officer or officers of the  Corporation  as the Board of Directors may
     from time to time  direct.  Such  authority  may be general or  confined to
     specific  instances as the Board may determine.  The Chairman of the Board,
     the Chief  Executive  Officer,  the  President  or any Vice  President  may
     execute bonds, contracts, deeds, leases and other instruments to be made or
     executed for or on behalf of the  Corporation.  Subject to any restrictions
     imposed by the Board of  Directors,  the  Chairman of the Board,  the Chief
     Executive  Officer,  the President or any Vice President of the Corporation
     may delegate contractual powers to others under his jurisdiction,  it being
     understood,  however,  that any such  delegation of power shall not relieve
     such  officer  of  responsibility  with  respect  to the  exercise  of such
     delegated power.

B.   Proxies.  Unless otherwise  provided by resolution  adopted by the Board of
     Directors,  the Chairman of the Board,  the Chief  Executive  Officer,  the
     President or any Vice  President  may from time to time appoint an attorney
     or  attorneys  or agent or  agents of the  Corporation,  in the name and on
     behalf of the  Corporation,  to cast the votes which the Corporation may be
     entitled  to cast as the holder of stock or other  securities  in any other
     corporation,  any of whose  stock or  other  securities  may be held by the
     Corporation, at meetings of the holders of the stock or other securities of
     such  other  corporation,  or to  consent  in  writing,  in the name of the
     Corporation as such holder,  to any action by such other  corporation,  and
     may instruct the person or persons so appointed as to the manner of casting
     such votes or giving such consent,  and may execute or cause to be executed
     in the name and on behalf of the  Corporation  and under its corporate seal
     or otherwise,  all such written proxies or other instruments as he may deem
     necessary or proper in the premises.


                                  ARTICLE VIII

                                   Amendments

     Subject to the  provisions of the Articles of  Incorporation,  these Bylaws
     may be  altered,  amended,  or  repealed  at any  meeting  of the  Board of
     Directors or of the  shareholders,  provided  notice of the proposed change
     was given in the notice of the meeting and, in the case of a meeting of the
     Board of  Directors,  in a notice given not less than two days prior to the
     meeting.