Exhibit 10.19

                                                                  Execution Copy




                      REIMBURSEMENT AND SECURITY AGREEMENT

                                     between

                            Open Plan Systems, Inc.,

                                       and

                               WACHOVIA BANK, N.A.

                            Dated as of June 1, 2000

                     Relating To $2,500,000 Principal Amount
                  Michigan Strategic Fund Variable Rate Demand
                        Limited Obligation Revenue Bonds
                  (Open Plan Systems, Inc. Project) Series 2000
                  ---------------------------------------------

                         Prepared by:       John B. Garver, III, Esq.
                                            Robinson, Bradshaw & Hinson, P.A.
                                            101 North Tryon Street, Suite 1900
                                            Charlotte, North Carolina 28246
                                            (tel) 704-377-8377
                                            (fax) 704-378-4000

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IMPORTANT NOTICE - THIS INSTRUMENT  CONTAINS A CONFESSION OF JUDGMENT  PROVISION
WHICH  CONSTITUTES  A WAIVER OF  IMPORTANT  RIGHTS  YOU MAY HAVE AS A DEBTOR AND
ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.
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<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
                                    ARTICLE I

                                   DEFINITIONS
<S>                                                                                             <C>
Section 1.1   Defined Terms......................................................................1
Section 1.2   Accounting Terms...................................................................9
Section 1.3   Singular/Plural....................................................................9
Section 1.4   Other Terms........................................................................9

                                   ARTICLE II

                              THE LETTER OF CREDIT

Section 2.1   Agreement to Issue Letter of Credit................................................9
Section 2.2   Term of the Letter of Credit; Extensions of the Stated Term; Cancellation
              or Replacement of the Letter of Credit............................................10
Section 2.3   Reduction of Letter of Credit Amount; Restoration of Letter of Credit
              Amount............................................................................10
Section 2.4   Fees Relating to Letter of Credit.................................................11
Section 2.5   Reimbursement of Drawings under Letter of Credit..................................12
Section 2.6   Tender Advances, Prepayments, Interest Computations and Notices...................12
Section 2.7   Form and Place of Payments; Computation of Interest...............................13

                                   ARTICLE III

                              OBLIGATIONS ABSOLUTE

Section 3.1   Obligations Absolute, Unconditional and Irrevocable...............................14

                                   ARTICLE IV

            CONDITIONS PRECEDENT TO ISSUANCE OF LETTER OF CREDIT AND
                          DISBURSEMENT OF BOND PROCEEDS

Section 4.1   Conditions Precedent to Issuance of Letter of Credit..............................15
Section 4.2   Conditions Precedent to Disbursement of Bond Proceeds.............................18
Section 4.3   Obligations During the Construction Period........................................23

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

Section 5.1   Corporate Organization and Power..................................................24
Section 5.2   Corporate Authority: No Conflict With Other Instruments or Law....................25
Section 5.3   Due Execution and Delivery........................................................25


                                       i
<PAGE>

Section 5.4   Enforceability....................................................................25
Section 5.5   Governmental Approval.............................................................25
Section 5.6   Margin Stock......................................................................25
Section 5.7   Investment Company................................................................26
Section 5.8   Taxes.............................................................................26
Section 5.9   Litigation........................................................................26
Section 5.10  Financial Statements; No Material Adverse Change..................................26
Section 5.11  Compliance with Laws..............................................................27
Section 5.12  Environmental Compliance..........................................................27
Section 5.13  ERISA.............................................................................28
Section 5.14  Full Disclosure...................................................................28
Section 5.15  Official Statement................................................................28
Section 5.16  No Default........................................................................29
Section 5.17  Subsidiaries......................................................................29
Section 5.18  First Priority Liens..............................................................29

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

Section 6.1   Financial and Business Information................................................29
Section 6.2   Notice of Certain Events..........................................................31
Section 6.3   Corporate Existence...............................................................31
Section 6.4   Maintenance of Properties.........................................................31
Section 6.5   Compliance with Law...............................................................31
Section 6.6   Compliance with ERISA.............................................................32
Section 6.7   Payment of Indebtedness...........................................................32
Section 6.8   Payment of Taxes..................................................................32
Section 6.9   Maintenance of Insurance..........................................................32
Section 6.10  Maintenance of Books and Records; Inspection......................................32
Section 6.11  Name Change.......................................................................33
Section 6.12  Depository Relationship...........................................................33
Section 6.13  Covenant to Redeem Bonds..........................................................33
Section 6.14  Further Assurances................................................................33

                                   ARTICLE VII

                               NEGATIVE COVENANTS

Section 7.1   Merger and Dissolution............................................................34
Section 7.2   Acquisitions......................................................................34
Section 7.3   Additional Indebtedness...........................................................34
Section 7.4   Liens and Encumbrances............................................................34
Section 7.5   Disposition of Assets.............................................................34
Section 7.6   Transactions With Related Persons.................................................35
Section 7.7   Restricted Investments............................................................35
Section 7.8   Restriction on Dividends..........................................................35



                                       ii
<PAGE>

Section 7.9   Hazardous Material................................................................36
Section 7.10  Subsidiaries or Partnerships......................................................36
Section 7.11  New Business......................................................................37
Section 7.12  Modifications.....................................................................37
Section 7.13  Minimum Tangible Net Worth........................................................37
Section 7.14  Ratio of Funded Debt to EBIDA.....................................................37
Section 7.15  Ratio of Total Liabilities to Tangible Net Worth..................................37

                                  ARTICLE VIII

                           EVENTS OF DEFAULT; REMEDIES

Section 8.1   Events of Default.................................................................37
Section 8.2   Remedies..........................................................................39

                                   ARTICLE IX

                                  PLEDGED BONDS

Section 9.1   The Pledge........................................................................40
Section 9.2   Remedies Upon Default.............................................................41
Section 9.3   Valid Perfected First Lien........................................................42
Section 9.4   Release of Pledged Bonds..........................................................42

                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.1  Costs, Expenses and Taxes.........................................................42
Section 10.2  Indemnification...................................................................42
Section 10.3  Waiver of Jury Trial; Confession of Judgment......................................44
Section 10.4  Waiver of Automatic or Supplemental Stay..........................................45
Section 10.5  Notices...........................................................................45
Section 10.6  Payment from Bank's Funds.........................................................46
Section 10.7  Limited Liability of the Bank.....................................................46
Section 10.8  Continuing Obligations; Revival of Obligations....................................47
Section 10.9  Confirmation of Lien..............................................................47
Section 10.10 Notice of Certain Controlling Acquisitions........................................47
Section 10.11 Controlling Law...................................................................47
Section 10.12 Successors and Assigns............................................................47
Section 10.13 Assignment and Sale...............................................................48
Section 10.14 Amendment.........................................................................48
Section 10.15 Amendments and Waivers............................................................48
Section 10.16 No Third Party Beneficiary; No Warranties.........................................48
Section 10.17 Severability......................................................................49
Section 10.18 Entire Agreement..................................................................49
Section 10.19 Counterparts......................................................................49
Section 10.20 Captions..........................................................................49

</TABLE>



                                      iii
<PAGE>

Exhibit A - Form of Letter of Credit
Exhibit B - Form of Reimbursement Note
























                                       iv
<PAGE>

                      REIMBURSEMENT AND SECURITY AGREEMENT
                      ------------------------------------


         THIS REIMBURSEMENT AND SECURITY AGREEMENT, dated as of June 1, 2000, is
made and  entered  into by and  between  Open Plan  Systems,  Inc.,  a  Virginia
corporation  (the  "Company"),  and  WACHOVIA  BANK,  N.A.,  a national  banking
association with its main office in Winston-Salem, North Carolina (the "Bank").


                              W I T N E S S E T H:
                              --------------------

         WHEREAS,  the Michigan Strategic Fund (the "Issuer"),  intends to issue
its Variable Rate Demand  Limited  Obligation  Revenue Bonds (Open Plan Systems,
Inc.  Project) Series 2000 in the aggregate  principal amount of $2,500,000 (the
"Bonds")  pursuant to an Indenture  of Trust dated as of even date  herewith (as
the same may be supplemented  pursuant to its terms, the  "Indenture"),  between
the Issuer and  First-Citizens  Bank & Trust Company,  as trustee (together with
any successors in trust, the "Trustee"); and

         WHEREAS,  pursuant to a Loan  Agreement  dated as of even date herewith
(as  the  same  may be  amended  pursuant  to its  terms  and the  terms  of the
Indenture,  the "Loan Agreement") between the Issuer and the Company, the Issuer
will  loan  the  proceeds  of the  Bonds  to the  Company  (i)  to  finance  the
acquisition,  construction  and  equipping  of  certain  facilities  more  fully
described in the Loan Agreement (the  "Project"),  and (ii) to pay certain costs
of issuing the Bonds; and

         WHEREAS,  to provide additional  security for the payment of the Bonds,
the Company has requested that the Bank issue an irrevocable,  direct-pay letter
of credit  substantially  in the form of Exhibit A  attached  hereto and by this
reference  made a part hereof (as the same may be amended from time to time, the
"Letter of Credit"); and

         WHEREAS,  the Bank is willing to issue the Letter of Credit  subject to
the following terms and conditions;

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1 Defined  Terms.  In addition to the words and terms defined
above, the following terms when used herein shall have the following  respective
meanings:

         "Affiliate"  means,  as to any  Person,  (i)  any  other  Person  which
directly,  or  indirectly  through  one or more  intermediaries,  controls  such
Person, (ii) any other Person which directly,  or indirectly through one or more
intermediaries, is controlled by or is under common control with



                                       1
<PAGE>

such Person,  or (iii) any other  Person of which such Person owns,  directly or
indirectly,  20% or more of the common stock or equivalent equity interests.  As
used herein, the term "control" means possession, directly or indirectly, of the
power to  direct or cause the  direction  of the  management  or  policies  of a
Person, whether through the ownership of voting securities or otherwise.

         "Agreement"  means this  Reimbursement and Security  Agreement,  as the
same may be amended, modified, supplemented or restated from time to time.

         "Assignment  of  Construction   Documents"   means  the  Assignment  of
Construction  Documents  dated as of even date  herewith from the Company to the
Bank, as the same may be amended,  modified,  supplemented or restated from time
to time.

         "Bankruptcy Code" means Title 11 of the United States Code, as amended,
and any successor statute or statutes having substantially the same function.

         "Business  Day" means any day on which the offices of the Bank at which
drawings on the Letter of Credit are made,  the Trustee,  the Paying Agent,  the
Registrar (as each such term is defined in the  Indenture)  and the  Remarketing
Agent are each open for business and on which The New York Stock Exchange is not
closed.

         "Code" means the  Internal  Revenue  Code of 1986,  as amended,  or any
successor  federal tax code.  Any  reference to any  provision of the Code shall
also include the income tax regulations promulgated  thereunder,  whether final,
temporary or proposed.

         "Collateral"  means  all  the  collateral  described  in  the  Security
Documents and all of the Pledged Bond Collateral.

         "Controlled   Group"  means  all  members  of  a  controlled  group  of
corporations and all trades or businesses  (whether or not  incorporated)  under
common  control  which,  together  with the  Company,  are  treated  as a single
employer under Section 414 of the Code.

         "Date of  Issuance"  means the date on which  the  Bonds are  initially
issued.

         "Debt" means,  without  duplication,  all liabilities,  obligations and
indebtedness  of the Company and its  Subsidiaries  determined on a consolidated
basis in accordance with Generally Accepted  Accounting  Principles,  including,
without limitation,  obligations for borrowed money and all obligations to trade
creditors,  whether heretofore,  now or hereafter owing, arising, due or payable
from the  Company  or any  Subsidiary  to any Person  and  howsoever  evidenced,
created,  incurred  acquired,  or owing,  whether  primary,  secondary,  direct,
contingent, fixed or otherwise and whether matured or unmatured.

         "Default"  means any event that,  with the passage of time or giving of
notice, or both, would constitute an Event of Default.

         "Default  Rate" means a per annum  interest rate equal to the lesser of
(i) the Prime Rate plus two percent  (2%) per annum,  or (ii) the  maximum  rate
permitted by applicable law.



                                       2
<PAGE>

         "EBIDA" means, with respect to the Company and its Subsidiaries for any
period,  the sum (without  duplication)  of (a) Net Income for such period,  (b)
Interest Expense for such period, and (c) depreciation and amortization  expense
deducted in determining Net Income for such period.

         "Environmental  Law" means any  federal,  state or local law,  statute,
ordinance, rule, regulation, permit, license, approval,  interpretation,  order,
guidance or other legal requirement (including without limitation any subsequent
enactment, amendment or modification) relating to the protection of human health
or the environment, including, but not limited to, any requirement pertaining to
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transportation,  handling, reporting,  licensing,  permitting,  investigation or
remediation  of materials that are or may constitute a threat to human health or
the environment.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended  from  time to time,  and all rules  and  regulations  from time to time
promulgated thereunder.

         "Event of  Default"  means any of the events  specified  in Section 8.1
hereof.

         "Expiration  Date" means the Initial  Expiration Date or, if the stated
term of the Letter of Credit is  extended  as  contemplated  in  Section  2.2(b)
hereof, the last day of each Successive Extension Period.

         "Fee Percentage"  means (i) prior to July 1, 2000, 1.50% per annum, and
(ii) on and after July 1, 2000,  on the first day of each fiscal  quarter of the
Company  beginning with the fiscal quarter  beginning on July 1, 2000,  (each an
"Adjustment  Date"),  the  percentage  per annum as determined  according to the
following grid based on the Ratio of Funded Debt to EBIDA,  as of the end of the
most recently ended fiscal quarter of the Company.

         Ratio of Funded Debt to EBIDA              Fee Percentage
         -----------------------------              --------------
                  <3.0 : 1.0                             1.00%
                  <3.5 : 1.0                             1.25%
                  <4.0 : 1.0                             1.50%

         Notwithstanding  the foregoing,  if on any Adjustment  Date the Company
has failed to deliver the financial  information  required  pursuant to Sections
6.1(a) and (b)  hereof,  the Fee  Percentage  shall be 1.50% until the date such
financial information is delivered.

         "Financial  Statements" means the annual audited consolidated financial
statements of the Company and its  Subsidiaries at December 31, 1999 and for the
year then ended.

         "Funded Debt" means, at any date, all interest-bearing Debt and capital
leases, not expressly subordinated to the Bank.

         "Generally  Accepted  Accounting  Principles" means generally  accepted
accounting  principles,  as  recognized  by the American  Institute of Certified
Public  Accountants,  consistently  applied and maintained on a consistent basis
for the Company and its  Subsidiaries  on a



                                       3
<PAGE>

consolidated  basis  throughout  the period  indicated and  consistent  with the
financial  practice of the Company and its  Subsidiaries  after the date hereof;
provided,  however,  that,  in the event  that  changes  in  Generally  Accepted
Accounting  Principles shall be mandated by the Financial  Accounting  Standards
Board,  or any  similar  accounting  body of  comparable  standing,  or shall be
recommended by the Company's  certified public  accountants,  to the extent that
such  changes  would  modify  accounting  terms  used in this  Agreement  or the
interpretation  or  computation  thereof,  such  changes  shall be  followed  in
defining such accounting terms only from and after the date this Agreement shall
have been  amended to the extent  necessary  to reflect any such  changes in the
financial covenants and other terms and conditions of this Agreement.

         "Governmental  Authority"  means any nation or  government,  any state,
department,  agency  or other  political  subdivision  thereof,  and any  entity
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of or  pertaining  to any  government,  and any  corporation  or other
entity owned or controlled  (through stock or capital ownership or otherwise) by
any of the foregoing.

         "Hazardous Material" means any substance or material meeting any one or
more of the following criteria:  (i) it is or contains a substance designated as
a  hazardous  waste,  hazardous  substance,  pollutant,   contaminant  or  toxic
substance under any Environmental Law; (ii) it is toxic,  explosive,  corrosive,
ignitable, infectious,  radioactive, mutagenic or otherwise hazardous, (iii) its
presence  requires  investigation or remediation  under an Environmental  Law or
common law; (iv) it constitutes a danger, nuisance, trespass or health or safety
hazard to persons or property;  and/or (v) it is or contains,  without  limiting
the foregoing, petroleum hydrocarbons.

         "Improvements"   means  all  fixtures  and  personal  property  now  or
hereafter  located on or affixed to the Land  together  with all  additions  and
accessions thereto and replacements and proceeds thereof.

         "Initial Expiration Date" means July 5, 2001.

         "Interest Expense" means, for any period, total interest expense of the
Company and its Subsidiaries on a consolidated basis for such period, determined
in accordance with Generally Accepted Accounting Principles.

         "Land"  means all of the real  property  described  in Exhibit A to the
Mortgage.

         "Letter of Credit  Amount"  means,  at any time,  the  aggregate of the
Letter of  Credit -  Principal  Component  and the  Letter of Credit -  Interest
Component,  subject to reduction or  reinstatement  as provided in the Letter of
Credit.

         "Letter  of  Credit -  Interest  Component"  has the  meaning  ascribed
thereto in Section 2.1 hereof.

         "Letter  of Credit -  Principal  Component"  has the  meaning  ascribed
thereto in Section 2.1 hereof.

         "Lien" means any interest in property  securing an obligation  owed to,
or claim  by, a Person  other  than the  owner of such  property,  whether  such
interest arises by virtue of contract,



                                       4
<PAGE>

statute  or  common  law,  including  but not  limited  to the lien or  security
interest arising from a mortgage, security agreement, pledge, lease, conditional
sale, consignment or bailment for security purposes or from attachment, judgment
or  execution.   The  term  "Lien"  shall  include  any  easements,   covenants,
restrictions, conditions, encroachments, reservations, rights-of-way, leases and
other title exceptions and encumbrances affecting real property. For the purpose
of this  Agreement,  the Company shall be deemed to own,  subject to a Lien, any
proceeds of a sale with recourse of accounts receivable,  any asset leased under
any "sale and lease  back" or  similar  arrangement  and any asset  which it has
acquired  or holds  subject  to the  interest  of a vendor or  lessor  under any
conditional sale agreement,  financing lease or other title retention  agreement
relating to such asset.

         "Material Adverse Effect" or "Material Adverse Change" means a material
adverse  effect upon, or a material  adverse change in, any of (i) the financial
condition,  operations, business, properties or prospects of the Company and its
Subsidiaries,  taken  as a  whole;  (ii)  the  ability  of  the  Company  or any
Subsidiary  to perform  under this  Agreement  or any  Related  Document  in any
material respect or any other material contract to which any one or more of them
is  a  party  in  any  material  respect;   (iii)  the  legality,   validity  or
enforceability of this Agreement or any Related Document; or (iv) the perfection
or priority of the Liens of the Bank granted under this Agreement or any Related
Document  or the rights and  remedies  of the Bank under this  Agreement  or any
Related  Document (other than a change resulting from any act or omission by the
Bank).

         "Moody's"  means  Moody's  Investors  Service,  Inc. and any  successor
thereto which is a nationally recognized rating agency.

         "Mortgage"  means the Mortgage  dated as of even date herewith from the
Company,  as grantor,  to the Bank, and relating to the Land, as the same may be
amended, modified, supplemented or restated from time to time.

         "Multiemployer  Plan" means any "multiemployer plan" within the meaning
of Section 4001(a)(3) of ERISA.

         "Net  Income"  means,  for any period,  the net income (or loss) of the
Company and its  Subsidiaries  determined on a consolidated  basis in accordance
with Generally Accepted Accounting Principles.

         "Notice  of  Adjustment"  has the  meaning  ascribed  thereto in Error!
Reference source not found. hereof.

         "Notice of Non-Extension"  means a written notice delivered by the Bank
to the Trustee,  the Company and the Rating Agency to the effect that the Letter
of Credit will not be extended for a Successive Extension Period.

         "Official   Statement"  means  collectively  the  Preliminary  Official
Statement and the Official  Statement  with respect to the initial  offering and
sale of the Bonds.

         "Payment Date" means the March 1, June 1, September 1 and December 1 of
each year, commencing September 1, 2000.



                                       5
<PAGE>

         "Permitted  Liens"  means  any  of the  following  Liens  securing  any
indebtedness of the Company or any Subsidiary on the property, real or personal,
of the Company or such Subsidiary, whether now owned or hereafter acquired:

                  (i)      Liens granted to the Bank;

                  (ii)     Liens  imposed  by  mandatory  provisions  of  law of
         carriers,  warehousemen,  mechanics  and  materialmen  incurred  in the
         ordinary course of business for sums not yet due and payable;

                  (iii)    Liens incurred in the ordinary  course of business in
         connection with worker's compensation,  unemployment insurance or other
         forms  of  governmental   insurance  or  benefits,  or  to  secure  the
         performance of letters of credit, bids, tenders, statutory obligations,
         leases and contracts  (other than for borrowed  money)  entered into in
         the ordinary  course of business,  provided  that all such liens in the
         aggregate have no reasonable  likelihood of causing a Material  Adverse
         Effect;

                  (iv)     Liens  for  current   taxes,   assessments  or  other
         governmental  charges that are not delinquent or remain payable without
         any  penalty  or that are being  contested  in good  faith and with due
         diligence by appropriate  proceedings,  provided that all such liens in
         the  aggregate  have no  reasonable  likelihood  of  causing a Material
         Adverse  Effect  and,  if  requested  by the Bank,  the Company or such
         Subsidiary  has  established  reserves  determined in  accordance  with
         Generally Accepted Accounting Principles with respect thereto;

                  (v)      Liens of judgments,  execution, attachment or similar
         process  which  will  not  result  or  have  not  yet  resulted  in the
         occurrence of an Event of Default as set forth in Section 8.1(k) or (l)
         hereof;

                  (vi)     Any exception acceptable to the Bank which appears in
         any mortgagee's title insurance policy relating to the Land; and

                  (vii)    Any  other  Liens  or  encumbrances  as the  Bank may
         approve in writing from time to time.

         "Person" means an individual, a corporation,  a partnership,  a limited
liability company, an association,  a trust or any other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

         "Plan" means,  at any time, an employee  pension  benefit plan which is
covered by Title IV of ERISA or subject to the minimum  funding  standards under
Section  412 of the  Code  and is  either  (i)  maintained  by a  member  of the
Controlled  Group for employees of any member of the Controlled  Group,  or (ii)
maintained  pursuant  to  a  collective   bargaining   agreement  or  any  other
arrangement under which more than one employer makes  contributions and to which
a member of the  Controlled  Group is then making or accruing an  obligation  to
make   contributions   or  has  within  the  preceding   five  plan  years  made
contributions.

         "Pledged  Bond  Collateral"  has the  meaning  set forth in Section 9.1
hereof.



                                       6
<PAGE>

         "Pledged Bonds" means those Bonds which have been purchased from monies
drawn under the Letter of Credit pursuant to Section 2.6(g)(ii) of the Indenture
and not  remarketed  by the  Remarketing  Agent  pursuant  to Section 2.7 of the
Indenture.

         "Prime Rate" means that rate of interest so denominated  and set by the
Bank from time to time as an interest rate basis for borrowings.  The Prime Rate
is but one of several interest rate bases used by the Bank, which lends at rates
above and below the Prime Rate.  For purposes of  calculating  any interest rate
hereunder which is based on the Prime Rate, such interest rate shall be adjusted
automatically on the effective date of any change in the Prime Rate.

         "Purchase  Agreement"  means the  Purchase  Agreement as defined in the
Indenture.

         "Purchase  Price" has the same meaning  given that term in Article I of
the Indenture.

         "Rating Agency" means Moody's, Standard & Poor's and any other national
rating service  acceptable to the Trustee,  the Remarketing  Agent, the Bank and
the Company that has a rating of the Bonds in effect at that time.

         "Reimbursement  Note" means the  promissory  note dated as of even date
herewith from the Company to the Bank evidencing all Tender Advances, if any, to
be made under this Agreement,  which note shall be  substantially in the form of
Exhibit B attached hereto and by this reference made a part hereof.

         "Reimbursement Obligations" means any one or more of the obligations of
the  Company  to the Bank  under  this  Agreement  and the  Reimbursement  Note,
including  but not limited to the  obligations  specified in Section 2.5 of this
Agreement.

         "Related Documents" means the Bonds, the Indenture, the Loan Agreement,
the Purchase Agreement,  the Remarketing Agreement,  the Reimbursement Note, the
Security Documents, and any other instrument, document, agreement or certificate
relating  thereto or otherwise  executed and  delivered in  connection  with the
issuance of the Bonds or the Letter of Credit.

         "Remarketing Agent" means Wachovia Securities,  Inc. and its successors
appointed and serving in such capacity under the Indenture.

         "Remarketing  Agreement" means the Remarketing  Agreement as defined in
the Indenture.

         "Reportable  Event"  means a  reportable  event as  defined  in Section
4043(c) of ERISA.

         "Security Agreement" means the Security Agreement dated as of even date
herewith by and  between  the Company and the Bank,  as the same may be amended,
modified, supplemented or restated from time to time.



                                       7
<PAGE>

         "Security  Documents"  means  (i)  the  Mortgage,   (ii)  the  Security
Agreement,  (iv) the  Assignment of  Construction  Documents and (v) all Uniform
Commercial  Code financing  statements  filed to perfect any security  interests
granted under the Mortgage or the Security Agreement.

         "Solvent"  means as to any  Person on any  particular  date,  that such
Person (i) does not have unreasonably  small capital to carry on its business as
now conducted and as presently proposed to be conducted, (ii) is able to pay its
debts as they  become  due in the  ordinary  course of  business,  and (iii) has
assets  with a  present  fair  saleable  value  greater  than its  total  stated
liabilities  and  identified  contingent  liabilities,   including  any  amounts
necessary to satisfy preferential rights of shareholders.

         "Standard  &  Poor's"  means  Standard  & Poor's  Ratings  Services,  a
division of The  McGraw-Hill  Companies,  and any  successor  thereto which is a
nationally recognized rating agency.

         "Stockholders' Equity" means, at any date,  shareholders' equity as set
forth or  reflected  on the  consolidated  balance  sheet of the Company and its
Subsidiaries  as of such date,  prepared in accordance  with Generally  Accepted
Accounting Principles.

         "Subsidiary"  means any  corporation,  partnership,  limited  liability
company,  association  or other  business  entity  of which  the  Company  owns,
directly or indirectly,  more than fifty percent (50%) of the voting  securities
thereof.

         "Successive  Extension  Period"  has the  meaning  ascribed  thereto in
Section 2.2(b) hereof.

         "Tangible Net Worth" means, at any date, Stockholders' Equity, less the
sum of the value, as set forth or reflected on the consolidated balance sheet of
the Company and its  Subsidiaries  as of such date,  prepared in accordance with
Generally Accepted Accounting Principles, of: (i) any surplus resulting from any
write-up of assets subsequent to January 1, 2000, (ii) all assets which would be
treated as intangibles under Generally Accepted Accounting Principles, including
without limitation  goodwill (whether  representing the excess of cost over book
value of assets acquired,  or otherwise),  trademarks,  tradenames,  copyrights,
patents and  technologies,  and unamortized debt discount and expense;  (iii) to
the extent not included in (ii) of this  definition,  any amount at which shares
of capital stock of the Company appear as an asset on the  consolidated  balance
sheet  of  the  Company  and  its  Subsidiaries;   (iv)  loans  or  advances  to
stockholders,  directors,  officers  or  employees;  and (v) to the  extent  not
included in (ii) of this definition, deferred expenses.

         "Tender  Advance" means a loan by the Bank to the Company made pursuant
to Section 2.6 hereof and evidenced by the  Reimbursement  Note, the proceeds of
which are used to reimburse  the Bank for the amount of a  corresponding  Tender
Drawing.

         "Tender  Drawing" means a drawing under the Letter of Credit to pay the
portion of the Purchase Price of the Bonds allocable to principal.

         "Termination  Date" means the  earliest of (i) the close of business on
the Expiration Date, (ii) the date on which the principal amount of and interest
on the Bonds  shall have been paid in full,  (iii) the close of  business on the
second Business Day following  conversion of the interest rate on the Bonds to a
Fixed Rate (as defined in the Indenture), (iv) the date on which the Bank honors
the draft drawn on the Letter of Credit  pursuant to Section  3.8(a)(iii) of the
Indenture  following  the  occurrence  of an Event of Default (as defined in the
Indenture) and an acceleration,  (v) the date on which the Bank honors the draft
drawn on the Letter of Credit to  purchase  the Bonds  following  receipt by the
Trustee of written  notice from the Bank that an Event of Default



                                       8
<PAGE>

has  occurred  and is  continuing  and a written  request from the Bank that the
Bonds be  required  to be  tendered  for  purchase,  (vi) the date the Letter of
Credit is  surrendered  to the Bank by the  Trustee for  cancellation  following
acceptance  by the Trustee of an  Alternate  Credit  Facility (as defined in the
Indenture),  or (vii) the date the Bank honors the final drawing available under
the Letter of Credit.

         "Total  Liabilities" means, at any date, all liabilities of the Company
and its Subsidiaries, including capitalized leases and all reserves for deferred
taxes  and  other  deferred  sums  appearing  on  the  liabilities  side  of the
consolidated  balance  sheet of the  Company and its  Subsidiaries,  prepared in
accordance with Generally Accepted Accounting Principles.

         "Underwriter"  means  Wachovia  Securities,  Inc.,  in its  capacity as
underwriter under the Purchase Agreement.

         Section  1.2  Accounting  Terms.  Any  accounting  terms  used  in this
Agreement that are not specifically  defined shall have the meanings customarily
given them in accordance with Generally Accepted Accounting Principles.

         Section 1.3  Singular/Plural.  Unless the context  otherwise  requires,
words in the  singular  include  the plural and words in the plural  include the
singular.

         Section 1.4 Other Terms.  All other terms  contained in this  Agreement
shall,  when the context so  indicates,  have the  meanings  provided for by the
Uniform  Commercial Code of the  Commonwealth of Virginia to the extent the same
are used or defined therein.

                                   ARTICLE II

                              THE LETTER OF CREDIT

         Section 2.1  Agreement to Issue Letter of Credit.  Subject to the terms
and conditions hereinafter set forth, the Bank hereby agrees to issue the Letter
of Credit on the Date of  Issuance.  The Letter of Credit  shall be issued in an
amount equal to the sum of (i) the aggregate  principal amount of the Bonds (the
"Letter  of Credit -  Principal  Component"),  plus (ii) an amount  equal to 113
days'  interest on the Bonds,  computed as though the Bonds bore interest at the
rate of 12% per annum,  notwithstanding  the actual rate borne by the Bonds from
time to time,  based  on a  360-day  year  (the  "Letter  of  Credit -  Interest
Component").

         Section  2.2 Term of the  Letter of  Credit;  Extensions  of the Stated
Term; Cancellation or Replacement of the Letter of Credit.

         (a)      The term of the Letter of Credit shall end on the  Termination
Date.

         (b)      The initial  term of the Letter of Credit is stated to expire,
subject to earlier  termination,  on the Initial  Expiration  Date.  The Initial
Expiration Date will be automatically extended,  subject to earlier termination,
for  successive  additional  periods of one  calendar  month  each  ("Successive
Extension  Periods")  until  the  fifth  day of the  thirteenth  calendar  month
following  the calendar  month during  which the Company,  the Trustee,  and the
Rating  Agency



                                       9
<PAGE>

receive a Notice of Non-Extension  from the Bank. The Bank's decision to deliver
a Notice of Non-Extension  shall be made in its sole discretion and no course of
dealing or other  circumstance  shall be deemed to  require  the Bank to refrain
from  delivering a Notice of  Non-Extension.  The Company  shall  provide  prior
written notice to the Trustee of any amendment or  modification  of this Section
2.2(b).

         (c)      The Letter of Credit may be  cancelled or replaced at any time
without  penalty or premium at the request of the Company upon  satisfaction  of
all conditions specified in subsections (i), (ii) and (iii) hereof:

                  (i)      the  Company  shall have  given not less than  thirty
         (30) days prior written notice to the Bank that the Company  desires to
         cancel or replace the Letter of Credit;

                  (ii)     the Letter of Credit shall have been  returned to the
         Bank for cancellation; and

                  (iii)    all Reimbursement  Obligations  (including all Letter
         of Credit fees) shall have been paid in full.

         Upon the  cancellation  or  replacement  of the  Letter  of  Credit  in
accordance  with  this  Section,  the Bank  will  within  ten  (10)  days of the
effective date of such  cancellation  or  replacement  refund to the Company any
unearned  portion of the letter of credit fee previously  paid by the Company to
the Bank pursuant to Section 2.4(a).

         Section 2.3 Reduction of Letter of Credit Amount; Restoration of Letter
of Credit Amount.  Without limiting the provisions of the Letter of Credit,  the
Letter of Credit - Interest Component shall be reduced in an amount equal to any
draw to pay interest on the Bonds (including interest  constituting a portion of
the Purchase  Price of Bonds),  but shall be reinstated  automatically  ten (10)
calendar days after drawing unless the Bank shall have notified the Trustee that
(i) the Bank has not been  reimbursed  for said drawing or (ii) that an Event of
Default has occurred and is continuing.  In addition,  and without  limiting the
provisions of the Letter of Credit,  the Letter of Credit - Principal  Component
shall be reduced in an amount  equal to any draw to pay  principal  of the Bonds
(including any Tender  Drawing),  but, with respect to any Tender Drawing,  such
amount will be  reinstated  upon  receipt by the Trustee of notice from the Bank
that the Tender Advance applicable thereto has been repaid.

         Section 2.4 Fees Relating to Letter of Credit.

         (a)      The  Company  hereby  agrees to pay to the Bank  $9,729 on the
Date of Issuance and  thereafter  on each Payment Date a letter of credit fee in
an amount  equal to  one-quarter  (.25) of the  product  of the Letter of Credit
Amount  in  effect  on the date of such  payment  (after  giving  effect  to any
reduction in the Letter of Credit Amount resulting from a redemption of Bonds on
such date)  multiplied by the Fee Percentage.  The letter of credit fee shall be
computed on the basis of the actual  number of days elapsed over a 360-day year.
If a Tender Advance is outstanding on any Payment Date, the Company shall pay to
the Bank an additional letter of credit fee on any date when all or a portion of
the  principal  amount of such Tender  Advance is repaid equal to the product of
the principal  amount of the Tender Advance being repaid,



                                       10
<PAGE>

multiplied by (1) the Fee  Percentage,  and (2) the number of days from the date
of such repayment until the next Payment Date divided by 360.

         (b)      If,  after the date  hereof,  any law or  regulation  shall be
adopted or any change in any law or regulation or in the interpretation  thereof
by any  Governmental  Authority  shall  occur,  which  adoption or change  shall
either:  (i) impose,  modify or deem applicable any reserve,  special deposit or
similar  requirement  against letters of credit issued by, or assets held by, or
deposits  in or for the  account  of, the Bank,  or (ii)  impose on the Bank any
other  condition  relating,  directly  or  indirectly,  to this  Agreement,  the
Reimbursement Note or the Letter of Credit, and the result of any event referred
to in clause (i) or (ii) of this subsection shall be to increase the cost to the
Bank of issuing or maintaining the Letter of Credit,  then the Company shall pay
to the Bank, upon demand  therefor by the Bank,  such additional  amounts as the
Bank shall  reasonably  determine are necessary to compensate  the Bank for such
increased cost,  together with interest on such amount calculated at the Default
Rate from the date of such  demand  until  payment in full if such amount is not
paid in full within  thirty (30) days after such demand.  The Bank shall deliver
to the Company a certificate as to such increased cost incurred by the Bank as a
result of any event  mentioned in this  subsection,  setting forth in reasonable
detail the basis  therefor  and the manner of  calculation  thereof,  as soon as
practicable after the Bank becomes aware of such change, which certificate shall
be conclusive (absent manifest error) as to the amount set forth therein.

         (c)      If after the date hereof,  the adoption of any applicable law,
rule or regulation  regarding  capital adequacy,  or any change therein,  or any
change in the  interpretation  or  administration  thereof  by any  Governmental
Authority,  or  compliance  by the Bank with any request or directive  regarding
capital  adequacy  (whether or not having the force of law) of any  Governmental
Authority,  has or would have the effect of  reducing  the rate of return on the
Bank's capital as a consequence of its obligations under the Letter of Credit to
a level  below that which the Bank could have  achieved  but for such  adoption,
change or compliance (taking into consideration the Bank's policies with respect
to  capital  adequacy),  then the  Company  shall pay to the Bank,  upon  demand
therefor  by the Bank,  such  additional  amounts as the Bank  shall  reasonably
determine are necessary to compensate  the Bank for such reduced rate of return,
together  with  interest on such amount  calculated at the Default Rate from the
date of such  demand  until  payment in full if such  amount is not paid in full
within thirty (30) days after such demand. The Bank shall deliver to the Company
a certificate as to such reduced rate of return incurred by the Bank as a result
of any event mentioned in this  subsection,  setting forth in reasonable  detail
the basis therefor and the manner of calculation thereof, as soon as practicable
after  the  Bank  becomes  aware  of such  change,  which  certificate  shall be
conclusive  (absent  manifest  error) as to the  amount  set forth  therein.  In
determining  such  amount,  the  Bank  may  use  any  reasonable  averaging  and
attribution methods.

         (d)      The Company hereby agrees to pay to the Bank upon each drawing
under the Letter of Credit in  accordance  with its terms a drawing fee equal to
$100.00  per  drawing,  unless the Bank or one of its  Affiliates  is serving as
Paying Agent pursuant to the terms of the Indenture on the date of such drawing.
Such fee is due and payable on the date each drawing  under the Letter of Credit
is made.



                                       11
<PAGE>

         Section 2.5 Reimbursement of Drawings under Letter of Credit.

         (a)      The Company hereby agrees to pay to the Bank immediately after
and on the same Business Day as any amount is drawn and paid under the Letter of
Credit a sum equal to the amount so drawn;  provided,  however, that if the Bank
makes a Tender Advance  pursuant to Section 2.6 on account of a Tender  Drawing,
the  Company's  obligation  to reimburse  the Bank for the amount of such Tender
Drawing shall be deemed  satisfied by the Bank's  application of the proceeds of
such Tender Advance.

         (b)      If the  Company  fails to pay to the Bank any amount  when due
under this  Agreement,  interest shall accrue on any and all such amounts at the
Default  Rate  (in the case of  interest  on  interest,  to the  maximum  extent
permitted by law),  commencing the day after such amounts first became due until
payment in full, and the Company  hereby agrees to pay such accrued  interest to
the Bank upon demand.

         Section 2.6 Tender  Advances,  Prepayments,  Interest  Computations and
Notices.

         (a)      The Bank agrees to make Tender Advances to the Company for the
purpose of paying Tender Drawings arising from time to time (other than a Tender
Drawing upon  conversion  of the interest rate on the Bonds to a "Fixed Rate" as
defined in the Indenture)],  subject to the following conditions precedent:  (i)
the representations  and warranties  contained in Article V hereof shall be true
and correct on and as of the date of such Tender Drawing as if made on and as of
such date; and (ii) after giving effect to the foregoing  clause (i), no Default
or Event of Default under this Agreement  shall have occurred and be continuing.
Each  Tender  Advance  shall be in an  amount  equal to a  corresponding  Tender
Drawing and the  proceeds of such  Tender  Advance  shall be applied by the Bank
automatically to the payment in full of such Tender Drawing.  The Company hereby
agrees to pay to the Bank the aggregate  unpaid  principal  amount of all Tender
Advances,  together  with  all  accrued  and  unpaid  interest  thereon,  on the
Termination Date. The Tender Advances shall be made against and evidenced by and
repayable as provided in the  Reimbursement  Note. The Company hereby authorizes
the Bank to endorse on the schedule attached to the  Reimbursement  Note (or any
continuation  thereof) the amount of each Tender Advance made by the Bank to the
Company  hereunder,  the date such Tender Advance is made and the amount of each
payment or prepayment of principal of such Tender Advance  received by the Bank;
provided,  however,  that any  failure by the Bank to make any such  endorsement
shall not limit,  modify or affect the  obligations of the Company  hereunder or
under the Reimbursement Note in respect of such Tender Advances.

         (b)      The Company  hereby  promises to pay to the Bank interest at a
rate per annum  equal to the Prime Rate on the unpaid  principal  amount of each
Tender Advance for the period  commencing on the date of such Tender Advance to,
but excluding, the date such Tender Advance is paid in full; provided,  however,
that if the  Company  fails to pay any  portion of the  principal  of or accrued
interest on any Tender Advance when due, interest on the unpaid principal amount
of each  Tender  Advance  shall  accrue and be payable  in  accordance  with the
provisions of Section 2.5(b).  Accrued  interest on each Tender Advance shall be
payable (i) on each Payment Date,  (ii) upon the payment or  prepayment  thereof
(but only on the  principal  so paid or prepaid),  and (iii) on the  Termination
Date.



                                       12
<PAGE>

         (c)      All Tender  Advances  may be  prepaid:  (i) at any time by the
Company on one (1) Business Day's notice stating the amount to be prepaid (which
shall be $5,000 or a whole  number  multiple  thereof);  and (ii) at any time on
behalf of the Company on one (1)  Business  Day's notice from the Company or the
Remarketing  Agent  directing  the Bank to  deliver  (or,  if the Bonds are then
maintained in book-entry form,  authorize the release of) a specified  principal
amount of Pledged  Bonds held by or for the benefit of the Bank for  remarketing
pursuant to Section 2.7 of the Indenture.  Each such notice of prepayment  shall
be irrevocable and shall specify the Tender Advance to be prepaid and the amount
of the Tender Advance to be prepaid and the date of prepayment (which date shall
be a  Business  Day).  Upon  payment  to the Bank of the  amount  to be  prepaid
pursuant to clause (i) or (ii) above,  together  with accrued  interest,  as set
forth in Section 2.6(b)(ii) hereof, to the date of such prepayment on the amount
to  be  prepaid,   the   outstanding   obligations  of  the  Company  under  the
Reimbursement  Note shall be reduced by the amount of such prepayment,  interest
shall  cease to accrue on the  amount  prepaid,  and the Bank  shall  release or
authorize  the  release  from the pledge and  security  interest  created  under
Section  9.1 hereof a principal  amount of Pledged  Bonds equal to the amount of
such  prepayment.  Such Bonds shall be  delivered  to (or, if the Bonds are then
maintained in book-entry  form,  registered for the account of) the Company,  in
the event of a prepayment pursuant to clause (i) above, or the Remarketing Agent
pursuant to Section 2.7 of the Indenture,  in the event of a prepayment pursuant
to clause (ii) above, as appropriate.

         Section 2.7 Form and Place of Payments;  Computation  of Interest.  All
payments by the Company to the Bank hereunder  shall be made in lawful  currency
of the United States and in immediately  available funds at the Bank's principal
office,  which  at the  date  hereof  is  located  at  100  North  Main  Street,
Winston-Salem, North Carolina 27101. Whenever any payment hereunder shall be due
on a day which is not a Business  Day,  the date for  payment  thereof  shall be
extended to the next succeeding  Business Day, and any interest  payable thereof
shall be payable for such  extended  time at the  specified  rate.  All interest
(including, without limitation,  interest on Tender Advances) and fees hereunder
shall be  computed  on the basis of the  actual  number of days  elapsed  over a
360-day  year and shall  include  the first day but  exclude the last day of the
relevant period.

                                  ARTICLE III

                              OBLIGATIONS ABSOLUTE

         Section 3.1 Obligations  Absolute,  Unconditional and Irrevocable.  The
obligations of the Company under this Agreement and the Related  Documents shall
be absolute,  unconditional and irrevocable,  and shall be performed strictly in
accordance  with  the  terms  hereof  and  thereof,   under  all   circumstances
whatsoever, irrespective of any of the following circumstances:

         (a)      any lack of validity or enforceability of this Agreement,  the
Letter of Credit, the Bonds or any of the other Related Documents;

         (b)      any  amendment or waiver of or any consent to  departure  from
this  Agreement,  the  Letter  of  Credit,  the Bonds or all or any of the other
Related  Documents  (except to the extent



                                       13
<PAGE>

such amendment or waiver  expressly  relieves the Company of an obligation under
this Agreement or the Related Documents);

         (c)      the  existence of any claim,  setoff,  defense or other rights
which the Company or any other  Person may have at any time against the Trustee,
the Underwriter, the Remarketing Agent, the Paying Agent, any beneficiary or any
transferee  of the Letter of Credit (or any  Person  for whom the  Trustee,  the
Underwriter,  the Remarketing  Agent,  the Paying Agent, any such beneficiary or
any such  transferee may be acting),  the Bank, or any other Person,  whether in
connection  with this Agreement,  the Letter of Credit,  the Bonds or any of the
other Related Documents or any unrelated transaction;

         (d)      any statement or any other document presented under the Letter
of Credit  proves to be forged,  fraudulent  or invalid or  insufficient  in any
respect or any  statement  therein  being  untrue or  inaccurate  in any respect
whatsoever (absent gross negligence or willful misconduct by the Bank);

         (e)      payment  by the  Bank  under  the  Letter  of  Credit  against
presentation  of a draft or  certificate  that does not comply with the terms of
the Letter of Credit  (absent  gross  negligence  or willful  misconduct  by the
Bank); and

         (f)      any other circumstance or happening  whatsoever whether or not
similar to any of the foregoing.

         Nothing  contained herein shall act as a waiver of any rights or claims
the  Company  may have  against  the Bank or any other  party  listed in Section
3.1(c) above.

                                   ARTICLE IV

              CONDITIONS PRECEDENT TO ISSUANCE OF LETTER OF CREDIT
                        AND DISBURSEMENT OF BOND PROCEEDS

         Section 4.1 Conditions  Precedent to Issuance of Letter of Credit. Each
of the following is a condition precedent to the obligation of the Bank to issue
the Letter of Credit.

         (a)      On or  before  the  Date of  Issuance,  the  Bank  shall  have
received the following documents,  instruments,  opinions and certificates, each
in form and substance satisfactory to the Bank:

                  (i)      the  duly  executed  original   Reimbursement   Note,
         together with a duly executed  original  counterpart  of this Agreement
         and each of the other Related Documents;

                  (ii)     the opinion of counsel for the Company dated the Date
         of Issuance, addressed to it, in substantially the form attached to the
         Purchase Agreement as Exhibit "C";



                                       14
<PAGE>

                  (iii)    the unqualified  approving opinion of bond counsel in
         substantially  the form attached to the Official  Statement as Appendix
         "C";

                  (iv)     the   supplemental   opinion   of  bond   counsel  in
         substantially  the form  attached to the Purchase  Agreement as Exhibit
         "A";

                  (v)      the  supplemental  opinion of counsel  for the Issuer
         dated the Date of Issuance in  substantially  the form  attached to the
         Purchase Agreement as Exhibit "B";

                  (vi)     a certificate,  dated the Date of Issuance, signed by
         the Secretary or an Assistant Secretary of the Company, certifying: (1)
         that  attached  thereto is a copy of the  articles  or  certificate  of
         incorporation of the Company and all amendments thereto certified as of
         a  recent  date  by  the  appropriate  Governmental  Authority  in  its
         jurisdiction of incorporation,  and that such organizational  documents
         have not been amended since such date;  (2) that attached  thereto is a
         true and correct  copy of the bylaws of the Company as in effect on the
         Date of Issuance;  (3) that attached thereto is a true and correct copy
         of  resolutions  adopted  by the  Board of  Directors  of the  Company,
         authorizing  the execution,  delivery and performance of this Agreement
         and the Related Documents, as applicable;  and (4) as to the incumbency
         and  genuineness  of the  signature  of  each  officer  of the  Company
         executing this Agreement or any of the Related Documents;

                  (vii)    a  certificate  of good standing for the Company from
         the Commonwealth of Virginia and a certificate of authority to transact
         business from the State of Michigan;

                  (viii)   a certificate,  dated the Date of Issuance, signed by
         authorized officers of the Company, certifying that there is no action,
         suit,  proceeding,  inquiry  or  investigation  at law or in  equity or
         before or by any court,  public board or body pending,  or, to the best
         knowledge of the Company,  threatened  against or affecting the Company
         wherein  an  unfavorable  decision,  ruling  or  finding  would  have a
         Material  Adverse Effect or would adversely affect (i) the transactions
         contemplated by, or the validity or enforceability  of, this Agreement,
         the  Reimbursement  Note, any of the Related  Documents or the Official
         Statement or (ii) the tax-exempt status of interest on the Bonds.

                  (ix)     a certificate,  dated the Date of Issuance, signed by
         authorized   officials  of  the  Company,   certifying   that  (1)  the
         representations  and  warranties  of  the  Company  contained  in  this
         Agreement  are true and correct in all  material  respects on and as of
         the Date of  Issuance,  (2) that the Company is not in violation of any
         of  the  covenants  contained  in  this  Agreement  as of the  Date  of
         Issuance,  (3) no  Default  or Event of  Default  has  occurred  and is
         continuing  or would  result from the issuance of the Letter of Credit,
         and (4) the Company has complied or is presently in compliance with all
         agreements  and satisfied all  conditions on its part to be observed or
         satisfied  under  the  Related  Documents  at or  prior  to the Date of
         Issuance;

                  (x)      certified copies of all approvals, authorizations, or
         consents  of, or notices to or  registrations  with,  any  Governmental
         Authority  required  to be  obtained,  given or



                                       15
<PAGE>

         effected by the Company with  respect to the Bonds,  any of the Related
         Documents or the Project; and

                  (xi)     such   other   documents,   instruments,    opinions,
         certificates, approvals or consents as the Bank may reasonably request.

         (b)      As of the Date of Issuance  the Bank shall be  satisfied  that
there  has  been  no  Material   Adverse  Change,   and  that  all  information,
representations and materials submitted to the Bank by the Company in connection
with the  issuance  of the Letter of Credit are  accurate  and  complete  in all
material respects.

         (c)      On or before the Date of Issuance:

                  (i)      the  Issuer  shall  have  duly  adopted   resolutions
         authorizing  the execution,  delivery and  performance by the Issuer of
         the Bonds and each of the Related  Documents to which the Issuer is, or
         is to be, a party and certified copies of such  resolutions  shall have
         been delivered to the Bank;

                  (ii)     the Issuer and the Trustee shall have duly authorized
         and executed the Indenture and the Indenture shall be in full force and
         effect;

                  (iii)    all conditions precedent to the issuance of the Bonds
         (and to their sale under the Purchase  Agreement as specified  therein)
         shall have occurred; and

                  (iv)     the  Issuer  shall  have duly  executed,  issued  and
         delivered the Bonds.

         (d)      On or  before  the  Date  of  Issuance  the  Bank  shall  have
received:

                  (i)      a  mortgagee  title  insurance   commitment   ("Title
         Commitment") dated within forty-five (45) days of the Date of Issuance,
         that  provides  for the  issuance of a policy that shall:  (1) be in an
         amount  equal to  $2,594,167;  (2) insure that the  Mortgage  creates a
         valid  first  lien on the Land and  Improvements  free and clear of all
         defects and  encumbrances  (except those  acceptable to the Bank);  (3)
         name the Bank as the insured  party  thereunder;  (4) be in the form of
         ALTA Loan Policy-1992  (amended 10-17-92) or other form approved by the
         Bank;  (5) provide  mechanic's  lien  protection;  and (6) contain such
         endorsements and effective coverage as the Bank may reasonably require,
         including without  limitation an ALTA Form 3.0 Zoning Endorsement (with
         parking),  an ALTA Form 6  Variable  Rate  Endorsement,  an ALTA Form 9
         Comprehensive Endorsement, a usury endorsement,  an access endorsement,
         a "same as survey"  endorsement,  a SWAP endorsement,  a doing business
         endorsement,   a  last  dollar   endorsement,   a  "Letter  of  Credit"
         endorsement, a "future advances" endorsement, and the following pending
         disbursement clause:  "Pending disbursement of the full proceeds of the
         loan secured by the Security Instrument set forth in Schedule A hereof,
         this  policy  insures  only  to  the  extent  of  the  amount  actually
         disbursed.  At the time of each  disbursement  of the  proceeds  of the
         loan,  an  endorsement  to this  policy will be issued  increasing  the
         amount insured  hereunder to the aggregate  amount  disbursed,  but not
         exceeding the full amount of the policy,  provided the disbursement has
         been made in good  faith and  without  knowledge  of any  defect in, or
         liens or  encumbrances  on, the title and provided that a



                                       16
<PAGE>

         search of the public records reveals no defects,  liens or encumbrances
         which are not disposed of to the  satisfaction  of the Company," or the
         equivalent;

                  (ii)     copies of all exceptions to title coverage  listed in
         the Title Commitment and copies of all recorded plats referenced in the
         Title Commitment or an exception to title coverage;

                  (iii)    evidence that the Project  complies  with  applicable
         laws and regulations  pertaining to the protection and  preservation of
         the  environment  and that none of the  Improvements,  if any,  contain
         asbestos   containing   material  or  any  other  material  subject  to
         regulation by local, state or federal environmental  authorities.  Such
         evidence shall include, without limitation,  an inspection report by an
         environmental  engineer  satisfactory to the Bank, who may conduct soil
         and chemical testing,  addressing the probability of toxic or hazardous
         waste on, at or  adjacent  to the Land,  in soil or water,  taking into
         consideration  the history of the Land,  including an identification of
         all owners and tenants  for at least the most  recent  forty (40) years
         and its uses, adjacent land uses and the result of a site inspection by
         such  engineer,  and  certifying  that there are no  hazardous or toxic
         wastes on or at the Land.  In addition,  if fill dirt is at any time to
         be  brought  to the Land from  another  tract of land,  the Bank  shall
         require similar evidence  regarding such other tract prior to such fill
         dirt being placed on the Land;

                  (iv)     a mortgagee's  title insurance  policy dated no later
         than the Date of Issuance,  issued pursuant to the Title Commitment and
         showing no exceptions to title coverage not previously  approved by the
         Bank and included in the Title Commitment,  together with evidence that
         all premiums in respect of such policy have been paid;

                  (v)      evidence  satisfactory  to the Bank that the Mortgage
         has been properly recorded;

                  (vi)     evidence  satisfactory  to the Bank that all  Uniform
         Commercial Code financing  statements necessary to perfect the security
         interests granted to the Bank pursuant to the Mortgage and the Security
         Agreement have been duly filed in all appropriate offices and that each
         such security interest constitutes a valid,  perfected,  first-priority
         security  interest in favor of the Bank,  which evidence shall include,
         without  limitation,  official UCC search reports from all  appropriate
         offices;

                  (vii)    evidence of liability insurance in form and in amount
         satisfactory  to the Bank issued by a company  approved by the Bank and
         licensed to  transact  business in the state where the Land is located;
         and

                  (viii)   copies  of all  security  agreements  or  instruments
         constituting  liens or encumbrances on any portion of the Project or on
         any  property   located  on  the  Land,  and  related  UCC-1  financing
         statements.

         Section 4.2 Conditions Precedent to Disbursement of Bond Proceeds.  The
Bank's approval of each requisition  submitted by the Company to the Trustee for
disbursements  from the Project Fund (as defined in the Indenture),  which shall
be limited to one (1) per month,  shall be subject to the  following  conditions
precedent  (other  than the  initial  requisition  on the Date of



                                       17
<PAGE>

Issuance for payment of costs of issuance,  in an amount no greater than $50,000
(the "Initial Requisition")):

         (a)      prior to the  approval of each  requisition  after the Initial
Requisition, the Bank shall have received:

                  (i)      three (3)  prints of a current  (dated  not more than
         six (6) months before the Date of Issuance) physical survey of the Land
         certified  to the Bank and the  title  insurance  company,  in a manner
         acceptable to each of them,  by an  independent  professional  licensed
         land surveyor,  which survey shall indicate,  without  limitation,  the
         following:  (1) all  boundaries  of the Land  with a metes  and  bounds
         description  (course  and  distance  indicated);  (2)  the  course  and
         distance  to and names of the  nearest  intersecting  public  street or
         roads;  (3)  the  locations  on the  Land  and  dimensions  of all  the
         Improvements and the established  building setback lines; (4) the lines
         of  streets  abutting  the Land and width  thereof;  (5) all access and
         other  easements  appurtenant to the Land necessary or desirable to use
         the Land; (6) all roadways, paths, driveways, easements,  encroachments
         and  overhanging  projections  and similar  encumbrances  affecting the
         Land, whether recorded, apparent from a physical inspection of the Land
         or  otherwise  known  to the  surveyor;  (7) any  encroachments  on any
         adjoining property by the Improvements on the Land; and (8) if the Land
         is described  as being on a filed map, a legend  relating the survey to
         said  map,  all in  form  satisfactory  to the  Bank;  together  with a
         certification as to the location of the Land or the Improvements in any
         "special  flood  hazard"  area within the meaning of the Federal  Flood
         Disaster Protection Act of 1973;

                  (ii)     a copy  of the  executed  "fixed  cost"  construction
         contract, satisfactory to the Bank in all respects, between the Company
         and a general  contractor  acceptable  to the Bank, in form and content
         satisfactory to the Bank, and evidence of payment and performance  bond
         (with  the  Bank's  form of Dual  Obligee  rider)  and  builder's  risk
         insurance  in form and  amounts and from a provider  acceptable  to the
         Bank along with a copy of the construction budget and timetable;

                  (iii)    certification  by the architect of record to the Bank
         that  (a)  the   construction  of  the  Improvements  as  completed  in
         accordance  with final  plans and  specifications  will comply with the
         requirements  of Title III of the Americans  with  Disabilities  Act of
         1990  (as  amended)  and  the   implementing   physical   accessibility
         regulations promulgated thereunder by the Department of Justice and the
         Americans  with  Disabilities  Act  Accessibility   Guidelines  (ADAAG)
         associated therewith; (b) that all required licenses, permits and other
         governmental  approvals for the construction of the  improvements  have
         been issued;  (c) that the premises,  if and when the  improvements are
         completed in accordance with the final plans and  specifications,  will
         comply with all zoning,  fire and  building  code,  etc.  statutes  and
         regulations  to  which  the  premises  is  subject;  and (d)  that  the
         recommendations  contained in any subsoil  report have been included in
         the final plans and specifications;

                  (iv)     the selection of a general contractor satisfactory to
         the Bank, and information on the general contractor,  including without
         limitation,  the most recent 3 years'  financial  statements,  lists of
         suppliers and subcontractors  (with names and



                                       18
<PAGE>

         telephone numbers), bank references (with names and telephone numbers),
         and experience resume;

                  (v)      an appraisal of the Project performed by an appraiser
         selected by the Bank, who shall be an MAI, which appraisal must support
         a value acceptable to the Bank;

                  (vi)     if requested by the Bank, a copy of a subsoil  report
         and analysis of the Land,  in form and  substance  satisfactory  to the
         Bank, prepared by a qualified soils engineer acceptable to the Bank;

                  (vii)    evidence   of   insurance   in  form  and   substance
         satisfactory to the Bank upon the collateral  described in the Security
         Documents  and the  business of the  Company,  which must:  (1) include
         fire,  vandalism and malicious mischief  coverage;  (2) be in an amount
         sufficient  to avoid  co-insurance  liability  and  equal to the  total
         replacement   value  of  the   Improvements   with  extended   coverage
         endorsement covering all Improvements located on the Land; (3) business
         interruption  insurance in amounts and with coverages (not less than 12
         months)  satisfactory to the Bank; (4) be issued by a company  approved
         by the Bank and  licensed to  transact  business in the state where the
         Land is located;  (5) contain a standard  mortgagee clause  designating
         the  Bank,  Post  Office  Box  2700,   Winston-Salem,   North  Carolina
         27102-2700,  as  mortgagee  and  lender  loss  payee;  and (6)  contain
         provisions  providing  for written  notice to the Bank at least  thirty
         (30)  days  prior to any  cancellation,  termination,  or  modification
         thereof or of any coverage therein;

                  (viii)   a copy of the plans and  specifications  ("Plans  and
         Specifications")  for the Project prepared by an architect or certified
         engineer  acceptable to the Bank and evidence  satisfactory to the Bank
         that the Plans and  Specifications  have been  approved by the Company,
         and all government agencies having jurisdiction that require approval;

                  (ix)     a copy of the  building  permit  with  respect to the
         Improvements constituting the Project;

                  (x)      a copy of the final site plan for the Project;

                  (xi)     an  itemization  of  all  costs  of  the  Project  or
         development cost analysis  ("Development  Cost Analysis") on the Bank's
         form,  approved by the Bank and  certified by the Company to be correct
         to the best of the  Company's  knowledge,  (A) showing the costs of the
         Project and the  sources  for the  payment of such  costs,  which costs
         shall be verified by fixed cost contracts and  subcontracts as to those
         items of cost  which can be so  verified,  and,  as to those  costs not
         capable of such verification, by reasonable estimates and (B) including
         a "contingency" amount satisfactory to the Bank;

                  (xii)    evidence of required utility availability  (including
         water,  sewer,  electricity  and gas,  as  applicable)  for the Project
         together  with  evidence  satisfactory  to the Bank that all  easements
         needed for the construction,  maintenance and use of such utilities are
         available  and that all  utilities  are available to the Project at the
         usual rates charged by the suppliers of such utilities;



                                       19
<PAGE>

                  (xiii)   evidence of compliance of the Project with all zoning
         requirements;

                  (xiv)    evidence  satisfactory  to the Bank that the Project,
         when constructed,  will comply with the Americans with Disabilities Act
         of  1990  and  amendments  thereto,  and,  if  applicable,   rules  and
         regulations  of or  promulgated  under  the  Fair  Housing  Act and any
         amendments thereto; and

                  (xv)     an independent flood  certification  made by the Bank
         or its  representative  or agent,  which shall be in form and substance
         satisfactory to the Bank and support a finding that none of the Land or
         the  Improvements,  are in any "special  flood  hazard" area within the
         meaning of the Federal Flood Disaster Protection Act of 1973.

         (b)      the amount of each  requisition  shall be, as to  construction
costs,  in  proportion to progress of  construction  of the  Improvements  (less
applicable  retainage)  and as to costs  other than  construction  costs as such
costs are  incurred,  provided (i) the Bank's  approval of each  requisition  is
subject to the Bank's  reservation  of the right to assure that the Project Fund
retains at all times funds that the Bank deems  sufficient  to complete  and pay
for the Project and to pay for the other  costs  shown on the  Development  Cost
Analysis  approved  by the Bank;  and (ii) the Bank shall be given at least five
(5)  business   days'  advance  notice  of  each  request  to  the  Trustee  for
disbursement from the Project Fund;

         (c)      the Bank shall have received a copy of each requisition, which
as to work  performed  shall be  accompanied  by (i) a  written  request  of the
Company  stating  the amount of request and (ii) an  appropriate  AIA Form G702,
G702A or G703,  signed by the  architect  of record  and the  Company  (or other
similar documentation satisfactory to the Bank);

         (d)      each  requisition  shall in all cases be  limited to items and
certifiable  costs set  forth in the  Development  Cost  Analysis,  and,  if not
accompanied by an architect's  certification  on AIA forms G702,  G702A or G703,
shall be  accompanied by appropriate  invoices  detailing the services  rendered
with  specific  reference  to the  Project  and  Improvements  and  specifically
identified  with  reference to the  appropriate  items on the  Development  Cost
Analysis,  or by receipts  showing the  amounts of  payments  made for  expenses
directly involved in the construction  and/or  development of the project,  such
receipts also to be  specifically  identified  with reference to the appropriate
items on the  Development  Cost Analysis.  All requests for  disbursement of any
sums in respect of hazard insurance  premiums,  title insurance  premiums,  bond
premiums,  permits,  utility  connection charges or other charges imposed by any
public  utility or  governmental  unit shall be  accompanied  by a statement  or
invoice setting forth such charges or premiums;

         (e)      the  Bank  shall  have  received  a  certificate   of  a  duly
authorized officer of the Company stating, as of the date of such requisition:

                  (i)      that  all   representations  and  warranties  of  the
         Company contained in this Agreement and the Mortgage are correct in all
         material  respects  as of such  date as  though  made on and as of such
         date; and

                  (ii)     that no Default or Event of Default has  occurred and
         is continuing; and



                                       20
<PAGE>

                  (iii)    those  items  set forth in  subparagraphs  (e) or (f)
         below, as applicable.

         (f)      with respect to requisitions pertaining to the construction of
Improvements:

                  (i)      if the Bank shall so request,  a copy of all purchase
         orders  and  invoices  related  to  the  costs  of  the  Project  being
         requisitioned;

                  (ii)     written  waivers as of such date of  disbursement  of
         all liens of mechanics and materialmen as to the Project;

                  (iii)    a  commitment  from the issuer of the Title Policy to
         update  and  endorse  the  Title  Policy   through  the  date  of  such
         disbursement  to provide that,  since the  effective  date of the Title
         Policy (or the effective  date of the last such  endorsement,  if any),
         there has been no change in the  status of title to the Land as set out
         in the Title Policy,  including  among other things  coverage as to any
         and all  mechanics'  and  materialmen's  liens  on the  Land and for an
         increase  in the  coverage  afforded by the Title  Policy  equal to the
         amount of the requested disbursement;

                  (iv)     evidence of insurance coverage as to the Land and the
         Improvements   as  required  under  this  Agreement  and  the  Mortgage
         including a Builder's Risk  Completed  Value  Non-reporting  Form which
         shall include the aforementioned  coverage,  and liability insurance in
         form  and in  amount  satisfactory  to the  Bank  issued  by a  company
         approved by the Bank and licensed to transact business in Michigan; and
         provided  further,  as soon as each  building  of the  Improvements  is
         completed,  the  insurance  coverage  as to the  Improvements  shall be
         converted into a permanent hazard insurance policy as to such building;

                  (v)      a copy of the final plans and specifications and site
         plan, together with written evidence of approval of the final plans and
         specifications and site plan by the Company and any other person having
         the right or option,  by law or  agreement  to  approve  such plans and
         specifications and site plan  (collectively,  the "Approving  Parties")
         (any changes in the final plans and  specifications and site plan shall
         require the prior  written  approval of the  Approving  Parties and the
         prior written consent of the Bank);

                  (vi)     a  certification  from  the  architect  or  certified
         engineer to the effect that the amounts  requested are consistent  with
         the  stage  of   completion  of  the   Improvements   pursuant  to  the
         construction  contract,  with  a  specification  of the  percentage  of
         completion of the Project;

                  (vii)    copies of all building or other permits  required for
         the portion of construction for which disbursement is sought;

                  (viii)   a foundation survey prepared by a registered surveyor
         showing the foundation of the Project, once the same has been laid;



                                       21
<PAGE>

                  (ix)     periodic revisions of the survey during construction,
         as required by  Wachovia,  to show  footings,  foundations,  easements,
         rights-of-way, building setback lines and progress of construction; and

                  (x)      with respect to the final advance for construction of
         Improvements in excess of 95% of the construction  contract amount, the
         following:

                           (1)      a complete  breakdown of all costs  incurred
                  in   connection   with   such   Improvements   and   assurance
                  satisfactory to the Bank that all labor and materials supplied
                  to the  Project  have been or will with such  disbursement  be
                  fully  paid for and that no  right  exists  on the part of any
                  party  to  claim  a lien  against  the  Land,  or any  portion
                  thereof;

                           (2)      an as-built  survey prepared by a registered
                  surveyor showing all of the Improvements in place constituting
                  the Project;

                           (3)      a  commitment  of the  issuer  of the  Title
                  Policy to update and endorse the Title Policy through the date
                  of the final advance to provide that since the effective  date
                  of the  Title  Policy  (or  the  effective  date  of the  last
                  endorsement)  there has been no change in the  status of title
                  to the Land as set out in the Title  Policy,  including  among
                  other  things  coverage  as to  any  and  all  mechanics'  and
                  materialmen's  liens on the Land,  to  eliminate  the  pending
                  disbursement  clause  in  the  Title  Policy  or to  otherwise
                  provide  coverage  under  the Title  Policy  in the  amount of
                  $2,594,167, and to provide an ALTA Form 3.1 Endorsement;

                           (4)      a   certification   from  the  architect  or
                  certified  engineer  that all  Improvements  constituting  the
                  Project  required to be  constructed  in  accordance  with the
                  plans and specifications have been substantially completed and
                  are  substantially  in accordance  with the approved plans and
                  specifications;

                           (5)      a certification  from the general contractor
                  that all Improvements  constituting the Project required to be
                  constructed   have  been   substantially   completed  and  are
                  substantially in accordance with the plans and specifications;
                  and

                           (6)      a  copy  of  the  permanent  certificate  of
                  occupancy with respect to the  Improvements  constituting  the
                  Project.

         (g)      with  respect to  requisitions  pertaining  to portions of the
Project constituting machinery or equipment:

                  (i)      a copy of all purchase  orders,  invoices and related
         documentation with respect to such machinery or equipment;

                  (ii)     information pertaining to all serial numbers or other
         appropriate  form  of  identification  related  to  such  machinery  or
         equipment;



                                       22
<PAGE>

                  (iii)    if  the  Bank  shall  so  request,   UCC-1  financing
         statements  executed by the Company  necessary  to perfect the security
         interest in such machinery or equipment granted to the Bank pursuant to
         the Mortgage and/or the Security Agreement;  and (iv) if the Bank shall
         so request,  an updated opinion of counsel to the Company  satisfactory
         in form and substance to the Bank to the effect that a valid, perfected
         security  interest in such  machinery or equipment  has been granted to
         the Bank under the Mortgage and/or the Security Agreement.

         (h)      receipt by the Bank of any reasonable documentation reasonably
required by the Bank to evaluate,  document or secure the Bank's  position  with
respect to the Collateral or either party's obligations hereunder.

         Section 4.3 Obligations During the Construction Period. Unless the Bank
otherwise  consents in writing,  the Company  during the term of this  Agreement
agrees that:

         (a)      the  proceeds of the Bonds held in the Project  Fund are to be
used only (a) for the direct and indirect costs of the  Improvements and (b) for
other costs shown on the Development Cost Analysis;

         (b)      any changes in the Plans and  Specifications  submitted at any
time, whether before or after the execution of this Agreement, to the Bank shall
require the prior written approval of the Bank;

         (c)      the  Company  will  begin  construction  and will  continually
prosecute the work and will complete the  Improvements on or before February 28,
2001;

         (d)      construction  of the Project  shall be performed in conformity
with the Plans and  Specifications  submitted to the Bank and in compliance with
building  and  zoning  codes and all other  applicable  legal  requirements  and
restrictions,  and the Company will keep the Land and the Improvements free from
all liens for services, labor and materials;

         (e)      the Bank shall have the right, during construction, to inspect
the Land and the  Improvements  and to reject  and  require to be  replaced  any
material or work that does not comply with the Plans and Specifications;  should
there occur any  discrepancy in quantity or quality of workmanship in connection
with the  construction  of the  Improvements,  the Bank  shall not  approve  any
requisition  to the Trustee for  disbursements  from the Project Fund until such
time as the  discrepancy  shall have been corrected to the  satisfaction  of the
Bank  (and  any  independent  inspecting  representative  appointed  by the Bank
pursuant  to this  subsection);  the  Bank  may at its  option  make or cause an
independent  inspecting  representative  to  make  monthly  inspections  of  the
progress of  construction  of the  Project.  In the event the Bank  utilizes the
services of an independent inspecting  representative,  who shall be an engineer
or architect,  the Bank shall have the right,  but shall not be required to rely
upon  the  report  of  the  independent  inspecting  representative  as  to  the
percentage of work  completed and the amount to be disbursed in connection  with
any requests for disbursement under Section 4.2 of this Agreement.  Each request
for  disbursement  from the Project Fund under Section 4.2 of this Agreement for
work performed  shall be approved by any independent  inspecting  representative
for the Bank. The



                                       23
<PAGE>

costs  and  expenses  incurred  in  connection  with the use of the  independent
inspecting representative shall be paid by the Company; and

         (f)      disbursements   from  the  Project  Fund  in  respect  of  any
application  for payment for stored  materials  shall be permitted  only if such
stored  materials  have  been  delivered  to and  stored  on the Land or if such
materials  have been  stored in a local  bonded  warehouse  and  insured  to the
satisfaction  of the Bank.  The Bank,  at its  option,  may  require a  security
agreement and Uniform Commercial Code financing statements specifically covering
such  materials  and  granting to the Bank a  first-priority  security  interest
therein.  The Bank shall have the right,  in its sole  discretion,  to limit the
aggregate amount of disbursements  with respect to stored materials.  At no time
shall the aggregate amount of such disbursements exceed fifteen percent (15%) of
the total amount of the estimated cost of the Project.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Company  represents and warrants to the Bank as of the date of this
Agreement (and on the date of each Tender Advance, if any, made pursuant to this
Agreement) as follows:

         Section  5.1  Corporate  Organization  and Power.  The Company (a) is a
corporation duly organized, validly existing and in good standing under the laws
of its  jurisdiction of  incorporation;  (b) is duly qualified or licensed to do
business and is in good standing in every other jurisdiction where the nature of
its business or its properties makes such  qualification or licensing  necessary
(except  where the  failure  to be so  qualified  or  licensed  would not have a
Material  Adverse  Effect);  (c) has the corporate power and authority to own or
lease its properties and to carry on its business as it is now being  conducted,
and  (d) has  all  governmental  licenses,  permits,  franchises,  certificates,
inspections,  authorizations,  consents and  approvals  required to carry on its
business  as it is now being  conducted  (except  where the failure to have such
governmental authorization would not have a Material Adverse Effect).

         Section 5.2 Corporate Authority:  No Conflict With Other Instruments or
Law.  The  execution,   delivery  and   performance  of  this   Agreement,   the
Reimbursement  Note and the other  Related  Documents  to which the Company is a
party and the consummation of the transactions  contemplated  hereby and thereby
(a) are within the corporate  power and authority of the Company,  (b) have been
duly  authorized by all necessary  corporate  action on the part of the Company,
(c) do not violate provisions of statutory laws or regulations applicable to the
Company,  (d) do not violate its articles of incorporation or bylaws, (e) do not
breach or result in a default under any other  agreement to which it is a party,
(f) do not violate the terms of any judicial or administrative judgment,  order,
decree or arbitral decision that names the Company and is specifically  directed
to it or its properties, and (g) will not result in the creation, imposition, or
acceleration of any indebtedness or tax or any Lien that is not a Permitted Lien
of any nature upon, or with respect to, the Company or any of its properties.

         Section  5.3  Due   Execution  and  Delivery.   This   Agreement,   the
Reimbursement  Note and the other  Related  Documents  to which the Company is a
party have been duly  executed  and



                                       24
<PAGE>

delivered to the Bank by an officer of the Company who has been duly  authorized
to perform such acts.

         Section 5.4 Enforceability.  This Agreement, the Reimbursement Note and
the other  Related  Documents  to which the  Company is a party  constitute  the
legal,  valid and binding  obligations  of the Company  enforceable  against the
Company in accordance with their terms,  except as enforcement may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium  or  other  similar  laws,
statutes or rules of general application affecting the enforcement of creditor's
rights or general principles of equity.

         Section  5.5  Governmental  Approval.   The  execution,   delivery  and
performance  of this  Agreement,  the  Reimbursement  Note and the other Related
Documents  to which the  Company  is a party and the  transactions  contemplated
hereby and  thereby do not  require  any  authorization,  exemption,  consent or
approval  of,  notice  to, or  declaration  or  filing  with,  any  Governmental
Authority other than those obtained on or before the Date of Issuance.

         Section 5.6 Margin Stock. The Company is not engaged  principally or as
one of its  important  activities  in the business of  extending  credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation
T, U or X of  the  Board  of  Governors  of the  Federal  Reserve  System).  The
execution,  delivery  and  performance  of  this  Agreement  and  the use of the
proceeds of the Bonds or any extension of credit hereunder,  do not and will not
constitute a violation of said Regulations.

         Section  5.7  Investment  Company.  The  Company is not an  "investment
company"  or a company  "controlled"  by an  "investment  company",  within  the
meaning of the Investment Company Act of 1940, as amended.

         Section 5.8 Taxes.  The Company is not delinquent in the payment of any
taxes that have been levied or assessed by any Governmental Authority against it
or its  assets  unless  such  tax is being  contested  in good  faith by  proper
proceedings  and the Company has established  and maintained  adequate  reserves
with  respect   thereto  in  accordance  with  Generally   Accepted   Accounting
Principles.  The Company has timely  filed all tax returns  that are required by
law to be filed,  and has paid all taxes shown on said  returns to be payable by
the  Company  and all  other  assessments  or fees  levied  upon it or upon  its
properties to the extent that such taxes,  assessments  or fees have become due,
and if not due,  such taxes have been  adequately  provided  for and  sufficient
reserves therefor  established on its books of account. No material  controversy
in respect of the Company's  income taxes is pending or, to the knowledge of the
Company, threatened.

         Section 5.9 Litigation.  There is no action, suit, proceeding,  inquiry
or investigation at law or in equity or before or by any court,  public board or
body pending,  or, to the best knowledge of the Company,  threatened  against or
affecting the Company wherein an unfavorable  decision,  ruling or finding would
have a Material  Adverse Effect or would adversely  affect (i) the  transactions
contemplated  by, or the  validity or  enforceability  of, this  Agreement,  the
Reimbursement  Note, any of the Related  Documents or the Official  Statement or
(ii) the tax-exempt status of interest on the Bonds.



                                       25
<PAGE>

         Section 5.10 Financial  Statements;  No Material Adverse Change. To the
knowledge  of  the  Company,   the  Financial  Statements  contain  no  material
misstatement or omission and fairly present the financial  position,  assets and
liabilities of the Company for the respective periods then ended. From and after
December  31, 1999  through the Date of  Issuance,  except for the  transactions
contemplated under this Agreement and the Related Documents,  (a) there has been
no Material Adverse Change, nor to the knowledge of the Company, is any Material
Adverse  Change  threatened or reasonably  likely to occur,  and (b) neither the
Company nor any of its  Subsidiaries  has incurred any  obligation  or liability
that would be  reasonably  likely to have a Material  Adverse  Effect or entered
into any material  contracts not specifically  contemplated by this Agreement or
the Related Documents or not in the ordinary course of business  consistent with
past practice.

         Section 5.11  Compliance  with Laws. The Company is in full  compliance
with  all  applicable  laws,  statutes  and  governmental  regulations,   unless
noncompliance  would not have a Material  Adverse Effect.  Without  limiting the
generality of the foregoing, to the best of the Company's knowledge, the Company
and the  Project  are in  compliance  with all laws  and  regulations  governing
accessibility of public facilities to the handicapped,  specifically  including,
but not limited to, the physical accessibility  requirements of Title III of the
Americans  With  Disabilities  Act of  1990,  and the  implementing  regulations
promulgated  thereunder  by the  Department  of Justice and the  Americans  With
Disabilities Act  Accessibility  Guidelines  (ADAAG)  associated  therewith (the
"Accessibility  Laws"),  except as disclosed to the Bank in writing. The Company
agrees  to  notify  the  Bank  of  any  grievance,   complaint  or  governmental
investigation  into whether the Company is in compliance with the  Accessibility
Laws.

         Section 5.12 Environmental Compliance.  Except as disclosed to the Bank
on Schedule 5.12:

         (a)      (i) No  Hazardous  Material  is or has been  generated,  used,
released,  treated, disposed of or stored, or otherwise located, in, on or under
any  property  owned,  leased or operated by the Company or any portion  thereof
(except for the  generation,  use and  storage,  in strict  compliance  with all
applicable  Environmental Laws, of such Hazardous Materials as are necessary for
the  conduct  of the  Company's  business  as it  exists  on the  date  of  this
Agreement), and no part of the property owned, leased or operated by the Company
(now or in the past),  including  without  limitation  the soil and  groundwater
located thereon and thereunder, has been contaminated by any Hazardous Material;
(ii) no improvements  on the property  owned,  leased or operated by the Company
contain  any  asbestos  or  substances  containing  asbestos;  (iii) none of the
property  owned,  leased or  operated  by the  Company  has been the  subject of
remedial action; and (iv) to the best of the Company's knowledge,  the foregoing
statements  are true  and  correct  with  respect  to all of the  real  property
adjoining any of the property owned, leased or operated by the Company.

         (b)      None of the property owned,  leased or operated by the Company
(now or in the past) has, pursuant to any Environmental  Law, been placed on the
"National  Priorities List" or "CERCLIS List" (or any similar federal,  state or
local list) of sites subject to possible environmental problems.




                                       26
<PAGE>

         (c)      There  are  no  underground  storage  tanks  situated  on  the
property  owned,  leased or  operated  by the  Company  and,  to the best of the
knowledge of the Company,  no underground  storage tanks have ever been situated
on the property owned, leased or operated by the Company.

         (d)      All activities and operations of the Company meet all material
requirements of all applicable  Environmental Laws, the Company has not violated
any Environmental Law in the past, and the property owned, leased or operated by
the  Company  has never been the site of a violation  of any  Environmental  Law
which could give rise to a Material Adverse Effect.

         (e)      The  Company  has never sent a  Hazardous  Material  to a site
which,  pursuant to any Environmental  Law, (i) has been placed on the "National
Priorities List" or "CERCLIS List" (or any similar federal, state or local list)
of sites subject to possible  environmental  problems, or (ii) is subject to, or
the  source  of, a claim,  an  administrative  order  or other  request  to take
"response,"  "removal,"  "corrective"  or "remedial"  action,  as defined in any
Environmental  Law, or to pay for or  contribute to the costs of cleaning up the
site.

         (f)      The Company is not involved in any suit or proceeding  and has
not  received  any notice from any  Governmental  Authority or other third party
with  respect to a release or threat of release of any  Hazardous  Material,  or
violation or alleged  violation of any  Environmental  Law, and has not received
notice of any claim from any person or entity  relating to property damage or to
personal injuries from exposure to any Hazardous Material.

         (g)      The Company has timely filed all reports required to be filed,
has  acquired  all  necessary  certificates,  approvals  and  permits,  and  has
generated and maintained all required data,  documentation  and records required
under all  Environmental  Laws,  in each  case  where  failure  would not have a
Material Adverse Effect.

         Section 5.13 ERISA.

         (a)      The  Company  and each  member of the  Controlled  Group  have
fulfilled their obligations under the minimum funding standards of ERISA and the
Code with  respect to each Plan.  The Company and each member of the  Controlled
Group are in compliance in all material  respects with the presently  applicable
provisions  of ERISA and the Code,  and have not incurred  any  liability to the
Pension Benefit Guaranty Corporation or a Plan under Title IV of ERISA.

         (b)      Neither the Company nor any member of the Controlled Group has
incurred any withdrawal  liability with respect to any Multiemployer  Plan under
Title IV of ERISA, and no such liability is expected to be incurred.

         (c)      Neither the Company nor any member of the Controlled Group has
participated in a prohibited transaction,  as defined in Section 406 of ERISA or
Section 4975(c) of the Code,  which could subject either the Company or a member
of the  Controlled  Group to any material  civil penalty under ERISA or material
tax under the Code.

         Section 5.14 Full Disclosure.  All information  heretofore furnished by
the Company to the Bank for purposes of or in connection  with this Agreement or
any  transaction  contemplated  hereby  is, and all such  information  hereafter
furnished  by the Company to the Bank will be,  true,



                                       27
<PAGE>

accurate and complete in every material respect or based on reasonable estimates
on the date as of which such information is stated or certified. The Company has
disclosed  to the  Bank in  writing  any  and all  facts  which  materially  and
adversely  affect or may affect (to the extent the  Company  can now  reasonably
foresee),  the  business,  operations,  prospects  or  condition,  financial  or
otherwise,  of the  Company,  or the  ability  of the  Company  to  perform  its
obligations  under this  Agreement or any of the Related  Documents to which the
Company is a party.

         Section  5.15  Official  Statement.  The  information  relating  to the
Company or the Project  contained or  incorporated  by reference in the Official
Statement or otherwise  supplied by the Company in writing for inclusion therein
does not  contain  any untrue  statement  of a material  fact or omit to state a
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

         Section  5.16 No  Default.  No Default  or Event of Default  under this
Agreement has occurred and is continuing.

         Section 5.17  Subsidiaries.  The Company has no Subsidiaries other than
Open Plan Systems, S de R.L. de C.V. and Open Plan Servacios,  S de R.L. de C.V.
Each of the Company's  Subsidiaries  is a corporation  duly  organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation,  is duly  qualified  to transact  business in every  jurisdiction
where, by the nature of its business,  such  qualification is necessary  (except
where the failure to be so qualified would not have a Material  Adverse Effect),
and has all  corporate  powers and all  governmental  licenses,  authorizations,
consents  and  approvals  required  to carry on its  business  as now  conducted
(except where the failure to have such governmental authorization would not have
a Material Adverse Effect).

         Section 5.18 First Priority  Liens.  Except for Permitted  Liens,  this
Agreement,  together with the Security Documents,  will create valid, perfected,
first-priority  security  interests in the Collateral,  in each case enforceable
against the Company and securing the payment of all obligations  purported to be
secured thereby.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         Until  the  Letter  of  Credit  has  terminated  and all  Reimbursement
Obligations  have  been  paid in full,  the  Company  will,  and will  cause its
Subsidiaries to:

         Section 6.1 Financial and Business Information. Deliver to the Bank:

         (a)      As soon as  practicable  and in any event  within  thirty (30)
days after the close of each of the first three  fiscal  quarters of each fiscal
year of the Company,  beginning with the current quarter, a consolidated balance
sheet of the Company and its Subsidiaries as of the close of such fiscal quarter
and consolidated  statements of income, retained earnings and cash flows for the
Company  and its  Subsidiaries  for the fiscal  quarter  then ended and for that
portion of the  fiscal  year then  ended,  including  the notes to each,  all in
reasonable  detail setting forth in comparative form the  corresponding  figures
for the  preceding  fiscal  year,  all  prepared in



                                       28
<PAGE>

accordance  with Generally  Accepted  Accounting  Principles  applied on a basis
consistent  with that of the preceding  period or  containing  disclosure of the
effect on the  financial  position or results of  operation of any change in the
application of accounting  principles and practices  during the period,  subject
only to audit and year-end adjustments, and certified by the Company's President
or Chief Financial Officer to be true and accurate;

         (b)      As soon as  practicable  and in any event  within  ninety (90)
days after the close of the fiscal year of the Company, beginning with the close
of the current fiscal year, an audited consolidated balance sheet of the Company
and  its  Subsidiaries  as  of  the  close  of  such  fiscal  year  and  audited
consolidated  statements  of income,  retained  earnings  and cash flows for the
Company and its Subsidiaries for the fiscal year then ended, including the notes
to  each,  all in  reasonable  detail  setting  forth  in  comparative  form the
corresponding  figures for the preceding fiscal year, prepared by an independent
certified  public  accountant  reasonably  acceptable to the Bank, in accordance
with Generally Accepted Accounting Principles applied on a basis consistent with
that of the  preceding  year  or  containing  disclosure  of the  effect  on the
financial  position or results of operation of any change in the  application of
accounting principles and practices during the year, and accompanied by a report
thereon by such certified  public  accountant  containing an opinion that is not
qualified  with  respect  to scope  limitations  imposed  by the  Company or its
Subsidiaries or with respect to accounting principles followed by the Company or
its   Subsidiaries  not  in  accordance  with  Generally   Accepted   Accounting
Principles;

         (c)      Concurrently  with the  delivery of the  financial  statements
described in subsection (b) above, a certificate  addressed to the Bank from the
independent  certified  public  accountant  that  in  making  its  audit  of the
financial  statements  of the  Company  and its  Subsidiaries,  it  obtained  no
knowledge  of the  occurrence  or  existence  of any Default or Event of Default
under this  Agreement,  or specifying  the nature and period of existence of any
such Default or Event of Default; provided,  however, that such accountant shall
not be liable to anyone by reason of its failure to obtain knowledge of any such
Default or Event of  Default  that  would not be  disclosed  in the course of an
audit conducted in accordance with generally accepted auditing standards;

         (d)      Concurrently  with the  delivery of the  financial  statements
described in  subsections  (a) and (b) above,  a certificate  from the Company's
President or Chief Financial Officer  certifying to the Bank that to the best of
his knowledge, after review of this Agreement and other appropriate inquiry, the
Company has kept,  observed,  performed  and  fulfilled in all respects each and
every covenant,  obligation and agreement  binding upon the Company contained in
this  Agreement  (and with respect to the financial  covenants in Article VII, a
calculation  of those  covenants in reasonable  detail),  and that no Default or
Event of Default  under this  Agreement,  has  occurred or  specifying  any such
Default or Event of Default and what  action the  Company  proposes to take with
respect thereto;

         (e)      Promptly  after  issuance,  copies of all periodic and special
reports and filings the Company  makes to or with the  Securities  and  Exchange
Commission;

         (f)      Prompt notice of any Material Adverse Change; and



                                       29
<PAGE>

         (g)      Within a reasonable time, upon the Bank's request,  such other
information  about the  property,  financial  condition  and  operations  of the
Company  and its  Subsidiaries  as the  Bank may  from  time to time  reasonably
request.

         Section 6.2 Notice of Certain  Events.  Promptly give notice in writing
to the Bank of:

         (a)      All litigation when the aggregate  amount of claims pending or
threatened is One Hundred Thousand Dollars ($100,000) or more and the Company is
a defendant;

         (b)      Any  dispute  which  may exist  between  the  Company  and any
governmental regulatory body or any threatened action by any governmental agency
to acquire or condemn  any of the  properties  of the  Company  where the amount
involved is One Hundred Thousand Dollars ($100,000) or more;

         (c)      Any  proceeding  or order  before any court or  administrative
body  requiring the Company to comply with any statute or  regulation  regarding
protection of the environment if such compliance  would require (i) expenditures
in the amount of One Hundred  Thousand  Dollars  ($100,000)  or more or (ii) the
shutting down of any major  installation  for a period in excess of  seventy-two
(72) hours or if such violation  involves the possibility of the imposition of a
fine of One Hundred Thousand Dollars ($100,000) or more;

         (d)      If and when any member of the Controlled Group (i) gives or is
required to give  notice to the  Pension  Benefit  Guaranty  Corporation  of any
Reportable Event with respect to any Plan which might  constitute  grounds for a
termination  of such  Plan  under  Title IV of  ERISA,  or  knows  that the plan
administrator  of any Plan has given or is  required  to give notice of any such
Reportable  Event;  (ii)  receives  notice of  complete  or  partial  withdrawal
liability  under Title IV of ERISA;  or (iii)  receives  notice from the Pension
Benefit Guaranty  Corporation  under Title IV of ERISA of an intent to terminate
or appoint a trustee to administer any Plan, and provide the Bank with a copy of
such notice; and

         (e)      Any Default or Event of Default.

         Section 6.3 Corporate Existence. Maintain and preserve in full force in
effect its corporate existence, rights and franchises.

         Section 6.4  Maintenance of Properties.  Maintain and keep its material
property in good working order and condition (normal wear and tear excepted) and
repair  (except to the extent  that any such  property  is  obsolete or is being
replaced).

         Section 6.5 Compliance with Law.  Comply in all material  respects with
all applicable  laws,  ordinances,  rules,  regulations and  requirements of any
Governmental Authority (including,  without limitation, all Environmental Laws),
unless noncompliance would not have a Material Adverse Effect.

         Section 6.6 Compliance with ERISA.

         (a)      The Company will, and will cause each of its  Subsidiaries and
each member of the  Controlled  Group to,  comply in all material  respects with
ERISA and the Code and the



                                       30
<PAGE>

regulations and requirements of the Pension Benefit Guaranty Corporation, except
where the necessity of such  compliance is being contested in good faith through
appropriate proceedings.

         (b)      The Company and each member of the Controlled  Group will make
timely payment of contributions  required to meet the minimum funding  standards
set forth in ERISA and the Code with respect to any Plan,  and will not take any
action or fail to take action the result of which action or inaction  could be a
material  liability for the Company or a member of the  Controlled  Group to the
Pension  Benefit  Guaranty  Corporation  or a  Multiemployer  Plan.  Neither the
Company nor a member of the  Controlled  Group will  participate in a prohibited
transaction,  as defined in Section 406 of ERISA or Section 4975(c) of the Code,
which could subject  either the Company or a member of the  Controlled  Group to
any material civil penalty under ERISA or material tax under the Code.

         Section 6.7 Payment of Indebtedness.  Pay all indebtedness for borrowed
money when due, and all other  obligations in accordance  with  customary  trade
practices,  unless amounts owed are being contested in good faith by appropriate
proceedings.

         Section 6.8 Payment of Taxes. Pay and discharge all taxes,  assessments
and other governmental  charges or levies imposed upon it or any of its property
prior to the date on which interest or penalties would attach thereto; provided,
however,  that the Company shall not be required to pay any such tax, assessment
or governmental  charge or levy, the payment of which is being contested in good
faith by appropriate proceedings,  if the Company has established and maintained
adequate  reserves with respect  thereto in accordance  with Generally  Accepted
Accounting Principles.

         Section 6.9  Maintenance  of Insurance.  Maintain and pay for insurance
upon the Company and its property,  wherever located, covering casualty, hazard,
public liability, product liability, business interruption, boiler, fidelity and
such other risks,  casualties and  contingencies as is customary in the business
in which the Company is  engaged,  all in such  amounts and with such  insurance
companies as shall be reasonably satisfactory to the Bank.

         Section 6.10  Maintenance  of Books and Records;  Inspection.  Maintain
adequate  books,  accounts and  records,  and prepare all  financial  statements
required under this Agreement in accordance with Generally  Accepted  Accounting
Principles and in compliance with the regulations of any Governmental  Authority
having   jurisdiction  over  it.  The  Company  shall  permit  any  employee  or
representative  of the Bank to  visit  and  inspect  any of its  properties,  to
examine and audit its books of account,  records,  reports and other papers,  to
make copies and extracts  therefrom,  and to discuss its  affairs,  finances and
accounts  with  its  officers  and,  upon  prior  notice  to  the  Company,  its
independent  public  accountants  (and by this provision the Company  authorizes
said  accountants  to discuss  its  finances  and  affairs  with the Bank and to
provide  the Bank  with  access  to such  accountants'  work  papers),  all upon
reasonable  notice  during  business  hours  and as often  as may be  reasonably
requested.

         Section  6.11 Name Change.  The Company  shall notify the Bank at least
thirty  (30) days prior to the  effective  date of any  change of its name,  and
prior to such  effective  date the  Company  shall have  executed  any  required
amended  or new UCC  financing  statements  and  other  documents  necessary  to
maintain and continue the perfected security interests of the Bank in all



                                       31
<PAGE>

of its  collateral  and shall have taken such other  actions and  executed  such
documents as the Bank shall reasonably require.

         Section 6.12 Depository  Relationship.  Maintain a principal depository
relationship with the Bank.

         Section 6.13 Covenant to Redeem Bonds.  The Company will cause Bonds to
be redeemed  pursuant to Section  2.18(a) of the Indenture on the first Business
Day of June of each year in the following principal amounts:

            Date                Amount                Date               Amount
            ----                ------                ----               ------
         June 2000                   $0            June 2008            $200,000
         June 2001             $100,000            June 2009            $200,000
         June 2002             $100,000            June 2010            $200,000
         June 2003             $100,000            June 2011            $200,000
         June 2004             $100,000            June 2012            $200,000
         June 2005             $100,000            June 2013            $200,000
         June 2006             $100,000            June 2014            $300,000
         June 2007             $100,000            June 2015            $300,000

The Company and the Bank agree not to amend this Section to alter the  foregoing
redemption  schedule unless the Company first provides to the Trustee an opinion
of bond counsel to the effect that such amendment will not cause interest on the
Bonds to be  included  in the gross  income of the  holders  thereof for federal
income tax purposes.  The Company and the Bank shall give the Remarketing  Agent
notice of any  amendment  to this  Section.  If the Company  causes  Bonds to be
redeemed  pursuant to Section  2.18(a) of the Indenture in excess of the amounts
required under this Section,  such excess shall be credited  against the amounts
required to be redeemed under this Section in reverse chronological order.

         Section  6.14  Further  Assurances.  The Company  shall make,  execute,
endorse,  acknowledge  and  deliver  to the Bank any  amendments,  restatements,
modifications  or supplements  hereto and any other  agreements,  instruments or
documents,  and take any and all such other actions, as may from time to time be
reasonably requested by the Bank to effect, confirm or further assure or protect
and preserve the interests, rights and remedies of the Bank under this Agreement
and the Related Documents.







                                       32
<PAGE>

                                  ARTICLE VII

                               NEGATIVE COVENANTS

         Until  the  Letter  of  Credit  has  terminated  and all  Reimbursement
Obligations have been paid in full, without the Bank's consent,  which shall not
be  unreasonably  withheld,  the  Company  will  not,  and will not  permit  its
Subsidiaries to:

         Section 7.1 Merger and  Dissolution.  Merge or consolidate with or into
any other Person,  liquidate, wind up or dissolve, or sell, lease or dispose of,
in  a  single  transaction  or  a  series  of  related  transactions,  all  or a
substantial portion of its assets.

         Section  7.2  Acquisitions.  Consummate  any  transaction  or series of
related transactions after the date hereof by which the Company (a) acquires (i)
all or a substantial part of the assets, or (ii) a going business or division of
any  Person,  whether  through  purchase  of assets,  merger or  otherwise;  (b)
directly or indirectly  acquires  control of at least a majority in voting power
of the securities of any Person; or (c) directly or indirectly  acquires control
of a 5% or more ownership interest in any partnership or joint venture.

         Section 7.3  Additional  Indebtedness.  Directly or  indirectly  issue,
assume,  create,  incur or suffer  to exist any  indebtedness  except  for:  (a)
business  expenses,  trade accounts payable or accrued in the ordinary course of
business  (provided  that  the  same  shall  be paid  substantially  when due in
accordance   with  customary   trade  terms  unless   contested  by  appropriate
proceedings),  and other  obligations  and  liabilities  other than for borrowed
money incurred in the ordinary course of business;  (b) indebtedness  secured by
Permitted Liens; (c) indebtedness to the Bank; and (d) other  indebtedness  such
that the  aggregate  of such  other  indebtedness  and  indebtedness  secured by
Permitted Liens does not exceed $1,000,000 at any time.

         Section 7.4 Liens and Encumbrances.  Create,  assume or suffer to exist
any Lien in or on any of its  property,  real or personal,  whether now owned or
hereafter acquired, that is not dismissed,  stayed,  discharged or bonded within
thirty (30) days, except for Permitted Liens.

         Section 7.5 Disposition of Assets.  Sell,  lease,  transfer,  convey or
otherwise  dispose of any of its assets or property  with an aggregate  value on
the Company's  balance sheet of more than $100,000 in the aggregate,  other than
(a) the sale of inventory in the  ordinary  course of business;  (b) the sale or
trade-in of  equipment  for  replacement  equipment  in the  ordinary  course of
business;  (c) the sale of obsolete  equipment  with an  aggregate  value on the
Company's  balance  sheet  of  more  than  $100,000  in the  aggregate;  and (d)
transactions  with related  Persons  expressly  permitted under Section 7.6, the
sale or  disposition of investments  expressly  permitted  under Section 7.7, or
dividends permitted under Section 7.8.

         Section 7.6  Transactions  With  Related  Persons.  Except as otherwise
permitted by Sections 7.2, 7.3 and 7.7,  directly or indirectly make any loan or
advance to, or purchase, assume or guarantee any indebtedness to or from, any of
its officers, directors, stockholders or Affiliates, or to or from any member of
the  immediate  family  of any  of  its  officers,  directors,  stockholders  or
Affiliates, or subcontract any operations to any Affiliate, except for travel or
other  reasonable  expense  advances  to  employees  in the  ordinary  course of
business;  or enter into any transaction with any Affiliate,  except pursuant to
the  reasonable  requirements  of the  business of such



                                       33
<PAGE>

Affiliate and on terms  substantially  no more  favorable to such Affiliate than
those that such Affiliate would obtain in a comparable  arms-length  transaction
with a Person not an Affiliate of the Company.

         Section  7.7  Restricted  Investments.  Purchase,  own,  invest  in  or
otherwise acquire, directly or indirectly,  any stock, evidence of indebtedness,
or other obligation or security or any interest  whatsoever in any other Person,
or make or permit to exist any loans,  advances or  extensions  of credit to, or
any investment in cash or by delivery of property in, any Person  (collectively,
"Investments"),  except  for:  (a)  direct  obligations  of  the  United  States
Government  maturing  within one year; (b)  certificates  of deposit issued by a
commercial bank whose credit is  satisfactory to the Bank; (c) commercial  paper
rated  A-1  or  the  equivalent  thereof  by  Standard  &  Poor's  or P-1 or the
equivalent  thereof by Moody's  and in either  case  maturing  within six months
after the date of acquisition; (d) tender bonds the payment of the principal and
interest on which is fully  supported  by a letter of credit  issued by a United
States bank whose long-term certificates of deposit are rated at least AA or the
equivalent  thereof by  Standard & Poor's  and Aa or the  equivalent  thereof by
Moody's;  (e) loans and advances to employees for reasonable travel and business
expenses in the ordinary course of business;  (f) prepaid  expenses  incurred in
the ordinary course of business;  and (g) trade accounts  receivable  created in
the ordinary course of business.

         Section 7.8  Restriction  on  Dividends.  Declare or pay any  dividends
(other than dividends payable solely in its own stock) upon any of its stock, or
purchase,  redeem,  retire, or otherwise  acquire,  directly or indirectly,  any
shares of stock of any  Subsidiary  or any  option,  warrant  or other  right to
acquire shares of its stock or stock of any Subsidiary, or make any distribution
of cash, property or assets among the holders of shares of its stock;  provided,
however,  that any Subsidiary may declare and pay dividends to the Company; and,
provided,  further,  however,  that the Company  may  repurchase  Company  stock
pursuant to plans approved by the Board of Directors.

         Section 7.9  Hazardous  Material.  (a) Violate  any  Environmental  Law
(provided  this  covenant  shall  not be  deemed  violated  by an  unintentional
violation  that could not  reasonably  be  expected  to have a Material  Adverse
Effect on the Company) or (b) permit any  Hazardous  Material to be brought onto
any of the property owned,  leased or operated by the Company.  If any Hazardous
Material  is brought or found  thereon or  therein,  except as may be  permitted
above  (and then only in strict  compliance  with all  applicable  Environmental
Laws), the Company, at its expense, shall immediately remove it, with proper off
site disposal,  and perform, as required by any Governmental  Authority or Bank,
all  environmental  response,  investigation,  removal,  corrective and remedial
actions in a diligent manner and in accordance with all Environmental  Laws. The
Company's  obligations hereunder shall survive any foreclosure of or exercise of
power  of sale  under  the  Mortgage  or any  transfer  of title to the Land and
Improvements  to the Bank in lieu of  foreclosure.  The Company shall  promptly,
after any officer of the Company  learns or obtains  knowledge of the occurrence
thereof,  give  written  notice to the Bank of receipt of any written  notice of
personal injury, property damage, violation, claim or noncompliance, or order or
request for information,  from any  Governmental  Authority or other third party
with respect to any Environmental Law or Hazardous Material,  and shall promptly
remedy any breach of any Environmental  Law by the Company.  The Bank shall have
the right to enter upon the property  owned,  leased or operated by the Company,
or any part thereof (through its employees



                                       34
<PAGE>

and/or  agents),  to verify  compliance  by the  Company  with the terms of this
Agreement and to conduct such environmental assessments and audits as Bank shall
deem advisable to facilitate such verification;  provided,  however, THE COMPANY
HEREBY   ACKNOWLEDGES  THAT  ALL  HAZARDOUS   MATERIAL  HANDLING  PRACTICES  AND
ENVIRONMENTAL  PRACTICES  AND  PROCEDURES  ARE THE  SOLE  RESPONSIBILITY  OF THE
COMPANY,  AND THE COMPANY HAS FULL  DECISION-MAKING  POWER WITH RESPECT THERETO.
THE  COMPANY  FURTHER  ACKNOWLEDGES  THAT  THE  BANK  IS  NOT  AN  ENVIRONMENTAL
CONSULTANT,  ENGINEER,  INVESTIGATOR OR INSPECTOR OF ANY TYPE WHATSOEVER. NO ACT
(OR DECISION  NOT TO ACT) OF THE BANK  RELATED TO THIS  AGREEMENT OR ANY RELATED
DOCUMENT  SHALL GIVE RISE TO ANY OBLIGATION OR LIABILITY ON THE PART OF THE BANK
WITH  RESPECT  TO  ENVIRONMENTAL  MATTERS.  IN NO EVENT  SHALL  ANY  INFORMATION
OBTAINED FROM THE BANK OR THEIR RESPECTIVE  AGENTS PURSUANT TO THIS AGREEMENT OR
ANY RELATED  DOCUMENT  CONCERNING  THE  ENVIRONMENTAL  CONDITION OF THE PROPERTY
OWNED,  LEASED OR OPERATED BY THE COMPANY BE  CONSIDERED  BY THE COMPANY (OR ANY
OTHER  RECIPIENT OF SAID  INFORMATION) AS  CONSTITUTING  LEGAL OR  ENVIRONMENTAL
CONSULTING, ENGINEERING, INVESTIGATING OR INSPECTING ADVICE, AND THE COMPANY (OR
ANY OTHER RECIPIENT OF SAID INFORMATION) SHALL NOT RELY ON SAID INFORMATION. THE
RESPONSIBILITY  FOR  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS RESTS SOLELY WITH THE
COMPANY.

         Section  7.10  Subsidiaries  or  Partnerships.  (a) Become a partner or
joint venturer in any partnership or joint venture, or (b) create or acquire any
Subsidiary.

         Section  7.11 New  Business.  Engage  in any  business  other  than the
business  in which it is  currently  engaged  or a business  reasonably  related
thereto, or make any material change in its business objectives.

         Section 7.12  Modifications.  Enter into or consent to any  alteration,
modification, supplement or amendment to, or accept the benefit of any waiver of
any provision of, the Bonds or any Related Document.

         Section 7.13 Minimum  Tangible Net Worth.  Permit Tangible Net Worth to
be less  than  $15,000,000,  as of the last day of each  fiscal  quarter  of the
Company.

         Section 7.14 Ratio of Funded Debt to EBIDA.  Permit the ratio of Funded
Debt as of the last day of any fiscal  quarter  of the  Company to EBIDA for the
period of four fiscal quarters ending on such date to exceed (i) as of September
30,  2000,  4.0:1.0,  and (ii) as of December 31, 2000 and as of the last day of
each fiscal quarter ending after December 31, 2000, 3.0:1.0.

         Section 7.15 Ratio of Total  Liabilities to Tangible Net Worth.  Permit
the ratio of Total  Liabilities  to Tangible Net Worth as of the last day of any
fiscal quarter of the Company to exceed (i) as of September 30, 2000,  1.20:1.00
and (ii) as of December  31, 2000 and as of the last day of each fiscal  quarter
ending after December 31, 2000, 1.0:1.0.



                                       35
<PAGE>

                                  ARTICLE VIII

                           EVENTS OF DEFAULT; REMEDIES

         Section 8.1 Events of Default. The occurrence of any one or more of the
following events shall constitute an Event of Default hereunder:

         (a)      The  Company  shall  fail to pay when due any  amount  payable
under this Agreement or under the Reimbursement Note;

         (b)      The  Company  shall fail to observe or perform  any  covenant,
restriction  or agreement  contained in Sections 6.1, 6.2 and 6.3 or Article VII
of this Agreement;

         (c)      The  Company  shall fail to observe or perform  any  covenant,
restriction  or  agreement  contained  in this  Agreement  and not  described in
Sections  8.1(a) and (b) above for thirty (30) days after receipt by the Company
of written notice from the Bank;

         (d)      Any representation,  warranty, certification or statement made
or deemed  made by the  Company in Article V of this  Agreement,  in any Related
Document, or in any certificate, financial statement or other document delivered
pursuant  to this  Agreement  or any Related  Document  shall prove to have been
incorrect in any material respect when made or deemed made;

         (e)      A  default  or event of  default  as  defined  in any  Related
Document  shall occur and be continuing  and the  expiration  of any  applicable
grace, notice or cure period;

         (f)      A default or event of  default  as  defined  in any  agreement
between  the  Company  and  the  Bank  shall  occur  and be  continuing  and the
expiration of any applicable grace, notice or cure period;

         (g)      The  occurrence of any default or event of default on the part
of the Company (including specifically, but without limitation,  defaults due to
non-payment) under the terms of any agreement,  document or instrument  pursuant
to which the Company has incurred any  indebtedness for money borrowed in excess
of $100,000, which default would permit acceleration of such indebtedness;

         (h)      The  Company  (i)  files  a  petition  for  relief  under  the
Bankruptcy  Code or any other  insolvency  law or  seeking  to  adjudicate  it a
bankrupt  or  insolvent,  or  seeking  dissolution,   winding  up,  liquidation,
reorganization,  arrangement, adjustment or composition of it or its debts under
any law  relating  to  bankruptcy,  insolvency  or  reorganization  or relief of
debtors  or fails to file an  answer  or other  pleading  denying  the  material
allegations  of any such  proceeding  filed against it, (ii) takes any corporate
action to  authorize or effect any of the  foregoing  actions,  (iii)  generally
fails to pay, or admits in writing its inability to pay, its debts as such debts
become due;  (iv) shall  apply for,  seek or consent  to, or  acquiesce  in, the
appointment of a custodian,  receiver, trustee, examiner,  liquidator or similar
official for it or for any material portion of its assets;  (v) benefits from or
is  subject  to the  entry  of an order  for  relief  under  any  bankruptcy  or
insolvency law; or (vi) makes an assignment for the benefit of creditors;



                                       36
<PAGE>

         (i)      Failure  of the  Company,  within  sixty  (60) days  after the
commencement   of  any  proceeding   against  it  seeking  any   reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief  under any present or future  statute,  law or  regulation,  to have such
proceeding dismissed,  or to have all orders or proceedings thereunder affecting
the operations or the business of the Company stayed,  or failure of the Company
within  sixty  (60)  days  after  the   appointment,   without  the  consent  or
acquiescence  of the Company,  of any  custodian,  receiver  trustee,  examiner,
liquidator or similar official for it or for any material portion of its assets,
to have such appointment vacated;

         (j)      The  Company  ceases to be  Solvent,  or ceases to conduct its
business substantially as now conducted or is enjoined, restrained or in any way
prevented  by  court  order  from  conducting  all or any  material  part of its
business affairs;

         (k)      The entry of one or more  judgments  or orders for the payment
of money in excess of $100,000 in the aggregate  against the Company not covered
by insurance and such  judgment(s) or order(s) shall  continue  unsatisfied  and
unstayed for a period of thirty (30) days;

         (l)      The  issuance of a writ of  execution,  attachment  or similar
process against the Company or any of its assets,  which shall not be dismissed,
stayed, discharged or bonded within thirty (30) days;

         (m)      A notice of lien,  levy or assessment in excess of $100,000 is
filed of record with  respect to all or any portion of the assets of the Company
by the United States, or any department,  agency or instrumentality  thereof, or
by any other Governmental Authority,  including, without limitation, the Pension
Benefit  Guaranty  Corporation,  or if any taxes or debts in excess of  $100,000
owing  at any  time or  times  hereafter  to any one of them  becomes  a lien or
encumbrance  upon any  assets  of the  Company  in each case and the same is not
satisfied, released, discharged or bonded within thirty (30) days after the same
becomes a lien or encumbrance or, in the case of ad valorem taxes,  prior to the
last day when payment may be made without material penalty;

         (n)      The Company or any member of the  Controlled  Group shall fail
to pay when due any material  amount which it shall have become liable to pay to
the Pension Benefit  Guaranty  Corporation or to a Plan under Title IV of ERISA;
or the Pension Benefit Guaranty  Corporation  shall institute  proceedings under
Title  IV of  ERISA  to  terminate  or to cause a  trustee  to be  appointed  to
administer  any such  Plan or Plans or a  proceeding  shall be  instituted  by a
fiduciary  of any such Plan or Plans to enforce  Section  515 or  4219(c)(5)  of
ERISA and such proceeding  shall not have been dismissed within thirty (30) days
thereafter;  or a condition  shall exist by reason of which the Pension  Benefit
Guaranty  Corporation would be entitled to obtain a decree adjudicating that any
such Plan or Plans must be terminated; or

         (o)      A change  in  control  of the  Company  after the date of this
Agreement (for purposes of this Event of Default, "control" means ownership of a
simple majority of the issued and outstanding voting stock of the Company or the
right to elect a majority of the board of directors of the Company, by ownership
of stock, by contract or otherwise);



                                       37
<PAGE>

         (p)      John L. Hobey shall cease to be Chief Executive Officer of the
Company,  shall cease being involved in the day-to-day operations of the Company
or shall cease  performing the normal or customary duties of the Chief Executive
Officer of the Company,  unless,  in such event,  the Company shall have hired a
new Chief  Executive  Officer  of  comparable  skill and  expertise,  reasonably
acceptable to the Bank, within ninety (90) days of such occurrence; or

         (q)      The  occurrence  of any  Material  Adverse  Change,  or of any
event, condition, or state of facts which could reasonably be expected to result
in a Material Adverse Effect.

         Section 8.2 Remedies. Upon the occurrence and during the continuance of
any Event of Default:

         (a)      Acceleration  of  Indebtedness.  The  Bank  may,  in its  sole
discretion,  (i) declare all Tender Advances and all other amounts due hereunder
and all interest  accrued  thereon to be immediately  due and payable,  and upon
such  declaration  the same shall  become and be  immediately  due and  payable,
without  presentment,  protest  or other  notice of any  kind,  all of which are
hereby  waived by the Company,  (ii) notify the Trustee in writing that an Event
of Default has  occurred  and is  continuing  and request  that (1) the Bonds be
accelerated pursuant to Section 6.2 of the Indenture, or (2) all of the Bonds be
required to be tendered for purchase, and (iii) pursue all remedies available to
it by  contract,  at law or in equity,  including  but not limited to its rights
under the Security Documents.

         (b)      Right of Set-off.  The Bank may, and is hereby  authorized  by
the Company,  at any time and from time to time, to the fullest extent permitted
by applicable laws, without advance notice to the Company (any such notice being
expressly  waived by the  Company),  to set off and  apply any and all  deposits
(general or special, time or demand,  provisional or final) at any time held by,
and  any  other  indebtedness  at any  time  owing  by,  the  Bank or any of its
Affiliates,  to or for the credit or the account of the  Company  against any or
all of the  obligations  of the Company  under this  Agreement  now or hereafter
existing, whether or not such obligations have matured. The Bank agrees promptly
to notify the Company after any such set-off or application;  provided, however,
that the  failure to give such  notice  shall not affect  the  validity  of such
set-off and application.

         (c)      Rights  and   Remedies   Cumulative;   Non-Waiver;   etc.  The
enumeration of the Bank's rights and remedies set forth in this Agreement is not
intended to be  exhaustive  and the  exercise by the Bank of any right or remedy
shall not preclude  the  exercise of any other rights or remedies,  all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder,  under any Related Documents or under any other agreement between the
Company and the Bank or that may now or  hereafter  exist in law or in equity or
by suit or otherwise. No delay or failure to take action on the part of the Bank
in exercising any right,  power or privilege  shall operate as a waiver thereof,
nor shall any single or partial  exercise of any such right,  power or privilege
preclude other or further  exercise  thereof or the exercise of any other right,
power or privilege or shall be construed to be a waiver of any Event of Default.
No  course  of  dealing  between  the  Company  and the Bank or their  agents or
employees  shall be effective to change,  modify or discharge  any  provision of
this Agreement or any of the Related  Documents or to constitute a waiver of any
Event of Default.



                                       38
<PAGE>

                                   ARTICLE IX

                                  PLEDGED BONDS

         Section  9.1  The  Pledge.   The  Company  hereby   pledges,   assigns,
hypothecates,  transfers,  and  delivers  to the Bank all its  right,  title and
interest  to,  and  hereby  grants  to the Bank a first  lien on,  and  security
interest  in,  all  right,  title  and  interest  of the  Company  in and to the
following (hereinafter collectively called the "Pledged Bond Collateral"):

                  (i)      all Pledged Bonds;

                  (ii)     all income, earnings,  profits,  interest, premium or
         other payments in whatever form in respect of the Pledged Bonds; and

                  (iii)    all proceeds  (cash and non-cash)  arising out of the
         sale, exchange, collection,  enforcement or other disposition of all or
         any portion of the Pledged Bonds.

The  Pledged  Bond  Collateral  shall  serve as  security  for the  payment  and
performance  when  due of  the  Reimbursement  Obligations.  The  Company  shall
deliver, or cause to be delivered,  the Pledged Bonds to the Bank or to a pledge
agent designated by the Bank immediately upon receipt thereof or, in the case of
Pledged  Bonds held under a book-entry  system  administered  by The  Depository
Trust Company ("DTC"),  New York, New York (or any other clearing  corporation),
the Company  shall cause the Pledged Bonds to be reflected on the records of DTC
(or such other clearing corporation) as a position held by the Bank (or a pledge
agent  acceptable to the Bank) as a DTC  participant  (or a participant  in such
other clearing  corporation) and the Bank (or its pledge agent) shall reflect on
its records that the Pledged Bonds are owned beneficially by the Company subject
to the pledge in favor of the Bank.

         Section 9.2 Remedies Upon  Default.  If any Event of Default shall have
occurred and be  continuing,  the Bank,  without  demand of performance or other
demand,  advertisement  or notice of any kind (except the notice specified below
of time and place of public or private sale) to or upon the Company or any other
person (all and each of which demands,  advertisements and/or notices are hereby
expressly waived), may forthwith collect, receive,  appropriate and realize upon
the Pledged Bond  Collateral,  or any part thereof,  and/or may forthwith  sell,
assign,  give  option or  options to  purchase,  contract  to sell or  otherwise
dispose of and deliver said Pledged Bond Collateral, or any part thereof, in one
or more parcels at public or private sale or sales,  at any  exchange,  broker's
board  or at any of  the  Bank's  offices  or  elsewhere  upon  such  terms  and
conditions as it may deem  advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without  assumption of any credit risk,
with the right to the Bank upon any such sale or sales,  public or  private,  to
purchase the whole or any part of said Pledged Bond  Collateral so sold, free of
any right or equity  of  redemption  in the  Company,  which  right or equity is
hereby expressly  waived and released.  The Bank shall apply the net proceeds of
any such  collection,  recovery,  receipt,  appropriation,  realization or sale,
after deducting all reasonable costs and expenses of every kind incurred therein
or  incidental  to the  care,  safekeeping  or  otherwise  of any and all of the
Pledged  Bond  Collateral  or in any way  relating  to the  rights  of the  Bank
hereunder,  including  reasonable  attorneys'  fees and legal  expenses,  to the
payment in whole or in part of the  Reimbursement  Obligations  in such order as
the Bank may



                                       39
<PAGE>

elect, the Company  remaining  liable for any deficiency  remaining unpaid after
such  application,  and only after so applying  such net  proceeds and after the
payment  by the Bank of any  other  amount  required  by any  provision  of law,
including,  without  limitation,  Section  9-504(1)(c) of the Uniform Commercial
Code, need the Bank account for the surplus, if any, to the Company. The Company
agrees  that the Bank need not give  more than ten (10) days  notice of the time
and place of any public sale or of the time after which a private  sale or other
intended  disposition  is to take  place  and that  such  notice  is  reasonable
notification of such matters. No notification need be given to the Company if it
has signed  after  Default a  statement  renouncing  or  modifying  any right to
notification  of sale or other intended  disposition.  In addition to the rights
and remedies  granted to the Bank in this Agreement and in any other  instrument
or  agreement  securing,  evidencing  or  relating  to any of the  Reimbursement
Obligations,  the Bank shall have all the rights and remedies of a secured party
under the Uniform  Commercial Code in effect in the  Commonwealth of Virginia at
that time.

         If the Bank sells any of the Pledged Bond  Collateral  pursuant to this
Section 9.2, the Bank agrees that it will  reinstate  the Letter of Credit in an
amount  sufficient to cover all  principal and accrued  interest on the Bonds so
sold for up to 113 days at 12% per  annum  (computed  on the  basis of a 360-day
year).

         Section 9.3 Valid Perfected First Lien. The Company  covenants that the
pledge,  assignment and delivery of the Pledged Bond  Collateral  hereunder will
create a valid, perfected,  first priority security interest in all right, title
or  interest  of the  Company in or to such  Pledged  Bond  Collateral,  and the
proceeds thereof,  subject to no prior pledge,  lien,  mortgage,  hypothecation,
security interest,  charge, option or encumbrance or to any agreement purporting
to grant to any third party a security interest in the property or assets of the
Company which would include the Pledged Bond Collateral.  The Company  covenants
and agrees that it will defend the Bank's right,  title and security interest in
and to the Pledged Bond  Collateral and the proceeds  thereof against the claims
and demands of all persons whomsoever.

         Section 9.4 Release of Pledged  Bonds.  Pledged Bonds shall be released
from  the  security   interest  created   hereunder  upon  satisfaction  of  the
Reimbursement  Obligations  with  respect to such  Pledged  Bonds as provided in
Section 2.8 of the Indenture.

                                    ARTICLE X

                                  MISCELLANEOUS

         Section 10.1 Costs,  Expenses and Taxes.  The Company  agrees to pay on
demand all reasonable  out-of-pocket  expenses of the Bank, including reasonable
fees and  disbursements  of counsel,  in connection  with: (i) the  preparation,
execution,  delivery, and filing, if required, of this Agreement,  the Letter of
Credit,  the Related  Documents and otherwise in connection with the issuance of
the Bonds,  (ii) any  amendments,  supplements,  consents  or waivers  hereto or
thereto,  and (iii) the  administration  or enforcement of this  Agreement,  the
Bonds,  the Letter of Credit and the Related  Documents and any other  documents
which may be delivered in  connection  herewith or therewith.  In addition,  the
Company  shall  pay any and all  stamp  and  other  taxes  and fees  payable  or
determined to be payable in connection with the execution,



                                       40
<PAGE>

delivery,  filing and recording of this Agreement and the Related  Documents and
agrees to save the Bank harmless from and against any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
and fees. It is the  intention of the parties  hereto that the Company shall pay
amounts referred to in this Section directly.  In the event the Bank pays any of
the amounts referred to in this Section directly, the Company will reimburse the
Bank  for  such  advances  and  interest  on such  advance  shall  accrue  until
reimbursed at the Default Rate.

         Section 10.2  Indemnification.  From and at all times after the date of
this  Agreement,  and in addition to all of the Bank's other rights and remedies
against the Company,  the Company agrees to indemnify,  defend and hold harmless
the Bank, and each director,  officer,  employee,  agent, successor,  assign and
affiliate of the Bank from and against the following (collectively "Costs"): any
and all  claims  (whether  valid  or  not),  losses,  damages,  actions,  suits,
inquiries,   investigations,   administrative  proceedings,   judgments,  liens,
liabilities,  penalties,  fines,  amounts paid in  settlement,  requirements  of
Governmental  Authorities,   punitive  damages,  interest,  damages  to  natural
resources  and  other  costs  and  expenses  of any  kind or  nature  whatsoever
(including without  limitation  reasonable  attorneys' fees and expenses,  court
costs and fees, and consultant and expert witness fees and expenses)  arising in
any manner, directly or indirectly,  out of or by reason of (a) the negotiation,
preparation,   execution  or  performance  of  this  Agreement  or  the  Related
Documents, or any transaction contemplated herein or therein, whether or not the
Bank or any other  party  protected  under the  indemnity  agreement  under this
paragraph  is a party to any  action,  proceeding  or suit in  question,  or the
target of any inquiry or investigation in question;  provided,  however, that no
indemnified  party  shall  have the right to be  indemnified  hereunder  for any
liability  resulting  from the willful  misconduct  or gross  negligence of such
indemnified party (as finally determined by a court of competent  jurisdiction),
(b) any breach of any of the  covenants,  warranties or  representations  of the
Company  hereunder or under any Related  Document,  (c) any violation or alleged
violation of any Environmental Law, federal or state securities law, common law,
equitable  requirement or other legal requirement by the Company or with respect
to any property owned, leased or operated by the Company (in the past, currently
or in the  future),  (d) by reason of any untrue  statement  or  alleged  untrue
statement of any material  fact  contained or  incorporated  by reference in the
Official  Statement,  or in any supplement or amendment thereto, or the omission
to state therein a material fact necessary to make such statements, in the light
of the  circumstances  under which they are or were made, not misleading  (other
than  statements or information  supplied by the Bank for  incorporation  in the
Official  Statement);  (e) by reason of or in connection  with the execution and
delivery  or  transfer  of, or payment  or  failure to pay under,  the Letter of
Credit  (unless  such  Cost  was  caused  by the  willful  misconduct  or  gross
negligence  of the  Bank);  and/or  (f)  any  presence,  generation,  treatment,
storage, disposal, transport, movement, release, suspected release or threatened
release of any  Hazardous  Material on, in, to or from any property (or any part
thereof  including  without  limitation  the soil and  groundwater  thereon  and
thereunder) owned, leased or operated by the Company (in the past,  currently or
in the future).

         All of the  foregoing  Costs and  obligations  of the Company  shall be
additional obligations hereunder. In the event the Bank or any other indemnified
party shall suffer or incur any Costs,  the Company shall pay to the indemnified
party the total of all such Costs suffered or incurred by the party, and fulfill
its other obligations hereunder, on demand.



                                       41
<PAGE>

         Without limiting the foregoing,  the Company shall be obligated to pay,
on demand, the costs of any investigation,  monitoring, assessment, enforcement,
removal,  remediation,  restoration  or  other  response  or  corrective  action
undertaken  by the Bank or any  other  indemnified  party,  or their  respective
agents, with respect to any property owned, leased or operated by the Company.

         It is  expressly  understood  and agreed  that the  obligations  of the
Company under this Section shall not be limited to any extent by the term of the
Letter of Credit or this  Agreement  and shall  remain in full  force and effect
unless and until expressly terminated by Bank in writing.

         Section 10.3 Waiver of Jury Trial;  Confession of Judgment.  AS PART OF
THE CONSIDERATION  FOR NEW VALUE THIS DAY RECEIVED,  THE COMPANY HEREBY CONSENTS
TO THE  NONEXCLUSIVE  JURISDICTION  OF ANY STATE OR FEDERAL COURT SITTING WITHIN
THE  COMMONWEALTH  OF VIRGINIA  FOR ANY ACTION TO WHICH THE COMPANY AND THE BANK
ARE PARTIES  ARISING OUT OF OR IN CONNECTION  WITH THIS  AGREEMENT OR ANY OF THE
RELATED  DOCUMENTS.  TO THE EXTENT PERMITTED BY LAW, THE COMPANY WAIVES TRIAL BY
JURY AND  WAIVES  ANY  OBJECTION  WHICH THE  COMPANY  MAY HAVE  BASED ON LACK OF
JURISDICTION  OR IMPROPER  VENUE OR FORUM NON  CONVENIENS  TO THE CONDUCT OF ANY
ACTION INSTITUTED  HEREUNDER OR UNDER ANY OF THE RELATED  DOCUMENTS,  OR ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE RELATED DOCUMENTS,  OR
ANY OTHER PROCEEDING  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OF THE RELATED  DOCUMENTS  TO WHICH THE BANK IS A PARTY,  INCLUDING  ANY ACTIONS
BASED UPON,  ARISING OUT OF OR IN CONNECTION WITH ANY COURSE OF CONDUCT,  COURSE
OF DEALING OR STATEMENT  (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE BANK OR THE
COMPANY,  AND THE COMPANY  CONSENTS TO THE  GRANTING OF SUCH LEGAL OR  EQUITABLE
RELIEF AS IS DEEMED  APPROPRIATE  BY THE COURT.  NOTHING IN THIS  SECTION  SHALL
AFFECT  THE RIGHT OF THE BANK TO BRING  ANY  ACTION OR  PROCEEDING  AGAINST  THE
COMPANY IN THE COURTS OF ANY OTHER  JURISDICTION  THAT HAS JURISDICTION OVER THE
COMPANY.

         THE COMPANY  HEREBY MAKES,  CONSTITUTES  AND APPOINTS J. BOLLING LEWIS,
III,  ROBERT M.  DRAKE,  OR J.  PHILLIP  HART,  ANY OF WHOM MAY ACT  WITHOUT THE
JOINDER OF THE OTHERS, AS THE COMPANY'S TRUE AND LAWFUL  ATTORNEY-IN-FACT,  WITH
FULL POWER AND  AUTHORITY  FOR THE COMPANY,  IN THE  COMPANY'S  NAME,  PLACE AND
STEAD,  TO CONFESS  JUDGMENT ON THE  COMPANY'S  BEHALF IN THE  CIRCUIT  COURT OF
HENRICO COUNTY, VIRGINIA IN THE EVENT OF ANY DEFAULT HEREUNDER.

         THIS POWER OF ATTORNEY IS A POWER OF AUTHORITY COUPLED WITH AN INTEREST
AND MAY NOT BE  TERMINATED BY THE COMPANY AND SHALL NOT BE REVOKED OR TERMINATED
BY THE COMPANY'S DISSOLUTION OR OTHER TERMINATION AS TO SAID ATTORNEY-IN-FACT OR



                                       42
<PAGE>

ANY OTHER  PERSON  WHO,  WITHOUT  ACTUAL  KNOWLEDGE  OR NOTICE OF THE  COMPANY'S
DISSOLUTION OR OTHER  TERMINATION,  HAS ACTED OR ACTS IN GOOD FAITH, UNDER OR IN
RELIANCE UPON THIS POWER OF ATTORNEY,  AND ANY ACTIONS SO TAKEN UNLESS OTHERWISE
INVALID OR UNENFORCEABLE,  SHALL BE BINDING UPON THE COMPANY, ITS SUCCESSORS AND
ASSIGNS.

         Section  10.4 Waiver of Automatic or  Supplemental  Stay.  In the event
that a petition for relief under any chapter of the Bankruptcy  Code is filed by
or against the Company, the Company promises and covenants that it will not seek
a supplemental  stay pursuant to Bankruptcy Code ss.ss.  105 or 362 or any other
relief  pursuant  to  Bankruptcy  Code ss.  105 or any  other  provision  of the
Bankruptcy Code, whether injunctive or otherwise,  which would stay,  interdict,
condition, reduce or inhibit the Bank's ability to enforce any rights it has, at
law or in equity, to collect the Reimbursement Obligations from any Person other
than the Company.

         Section  10.5  Notices.  All  demands,  notices,  approvals,  consents,
requests,  and other  communications  hereunder shall be in writing and shall be
deemed to have been given when the writing is  delivered,  if given or delivered
by hand,  overnight  delivery service or facsimile  transmitter  (with confirmed
receipt),  or five (5) days  after  being  mailed,  if  mailed  by first  class,
registered or certified mail, postage prepaid, to the address or telecopy number
set forth below:

         Party                   Address
         -----                   -------

         Company                 Open Plan Systems, Inc.
                                 4299 Carolina Avenue, Building C
                                 Richmond, VA 23222
                                 Attention:  William F. Crabtree
                                 Telephone: (804) 228-5602
                                 Telecopy: (804) 228-5656

         with a copy to:         Williams, Mullen, Clark & Dobbins, P.C.
         --------------          1021 E. Cary Street, 17th Floor
                                 Post Office Box 1320
                                 Richmond, VA 23218-1230
                                 Attention:  Michael C. Buseck, Esq.
                                 Telephone: (804) 783-6465
                                 Telecopy: (804) 783-6507

         Bank                    Wachovia Bank, N.A.
                                 Mail Code VA-41117
                                 1021 East Cary Street
                                 Richmond, VA 23451
                                 Attention: William E. Hutchinson
                                 Telephone: (804) 697-6871
                                 Telecopy: (804) 697-7173



                                    43
<PAGE>

         with copies to:         Wachovia Bank, N.A.
         --------------          International Operations
                                 Standby Letters of Credit, NC-30034
                                 401 Linden Street
                                 Winston-Salem, North Carolina  27101

                                 Wachovia Securities, Inc.
                                 100 North Main Street
                                 Winston-Salem, North Carolina  27101
                                 Attention: Fixed Income Sales and Trading/Money
                                            Market Desk

         Trustee                 First-Citizens Bank & Trust Company
                                 100 East Tryon Road
                                 Mail Drop DAC61
                                 Raleigh, North Carolina  27603
                                 Attention:  Corporate Trust Division
                                 Telephone:(919) 716-2014
                                 Facsimile:  (919) 716-2025

The Company,  the Bank or the Trustee may, by notice given hereunder,  designate
any  further or  different  addresses  or telecopy  numbers to which  subsequent
demands, notices, approvals, consents, requests or other communications shall be
sent or persons to whose attention the same shall be directed.

         Section 10.6 Payment from Bank's Funds.  The Bank hereby  covenants and
agrees that any payments under the Letter of Credit will be made with the Bank's
own funds and not with funds of the Issuer or the Company.

         Section 10.7 Limited  Liability of the Bank. As between the Company and
the Bank,  the Company agrees to assume all risk of the acts or omissions of the
Trustee (and any  transferee of the Letter of Credit) with respect to its use of
the Letter of Credit.  Neither  the Bank nor any of its  officers  or  directors
shall be liable or responsible  for: (a) the use which may be made of the Letter
of Credit or for any acts or  omissions of the Trustee (or  transferee)  and any
beneficiary  in  connection  therewith;  (b) the  validity,  or  genuineness  of
documents,  or of any endorsement(s)  thereon,  even if such documents should in
fact prove to be in any or all respects  invalid,  fraudulent or forged;  or (c)
any other  circumstances  whatsoever  in making or failing to make payment under
the Letter of Credit,  except  that the Company  shall have a claim  against the
Bank,  and the Bank shall be liable to the Company,  to the extent,  but only to
the extent, of any direct, as opposed to consequential,  damages suffered by the
Company  which  were  caused  by: (y) the  Bank's  willful  misconduct  or gross
negligence in determining whether documents presented under the Letter of Credit
comply with the terms thereof;  or (z) the Bank's  willful  failure to pay under
the Letter of Credit after the presentation to it by the Trustee (or a successor
trustee under the Indenture to whom the Letter of Credit has been transferred in
accordance  with its terms) of a draft and certificate  strictly  complying with
the terms and  conditions  of the Letter of Credit.  In  furtherance  and not in
limitation of the foregoing,  the Bank may accept documents that appear on their
face to be in order without responsibility for further investigation.



                                       44
<PAGE>

         Section  10.8  Continuing  Obligations;  Revival  of  Obligations.  The
obligations of the Company under this Agreement shall continue until all amounts
due and owing to the Bank hereunder as of the  Termination  Date shall have been
paid in full; provided, however, that the obligations of the Company pursuant to
Sections 10.1 and 10.2 hereof shall survive the  termination of this  Agreement.
The Company further agrees that to the extent the Company makes a payment to the
Bank, which payment or any part thereof is subsequently invalidated, declared to
be fraudulent or preferential,  set aside or required to be repaid to a trustee,
receiver,  or any other party under any bankruptcy,  insolvency or other similar
state or federal  statute,  common law or  principles  of equity,  then,  to the
extent of such  repayment by the Bank,  the  Reimbursement  Obligations  or part
thereof  intended to be satisfied by such payment shall be revived and continued
in full force and effect as if such payment had not been received by the Bank.

         Section 10.9  Confirmation  of Lien.  The Company  hereby grants to the
Bank, to secure payment by the Company of sums due  hereunder,  a lien on moneys
or  instruments  (at such times as they become  payable to the Company under the
Indenture) which the Company has an interest in or title to pursuant to Sections
4.1,  4.2 or 4.4 of the  Indenture,  now or  hereafter  held in the  Bond  Fund,
Project Fund or Bond Purchase Fund (as such terms are defined in the  Indenture)
or otherwise by the Trustee  under any  provision  of the  Indenture  and in the
right of the Company to receive any such moneys or instruments.  The Bank hereby
confirms  that such lien is and shall be junior and  subordinate  to the lien on
such moneys in favor of the holders of the Bonds and the Trustee.

         Section  10.10  Notice of Certain  Controlling  Acquisitions.  The Bank
shall  provide  or cause to be  provided  written  notice  to the  Trustee,  the
Remarketing Agent, and the Holders thirty (30) days prior, where reasonable, and
not more than thirty (30) days subsequent to the consummation of any transaction
that would result in the Company  controlling  or being  controlled by the Bank.
The Bank acknowledges that the foregoing sentence supersedes any exemptions from
the continuing  disclosure  requirement  pursuant to Rule  15c2-12(b)(5)  of the
Securities Exchange Act of 1934.

         Section  10.11  Controlling  Law.  This  Agreement  has been  executed,
delivered  and  accepted  at,  and shall be  deemed  to have  been made in,  the
Commonwealth  of  Virginia  and  shall be  interpreted  in  accordance  with the
internal laws (as opposed to conflicts of laws  provisions) of the  Commonwealth
of Virginia.

         Section 10.12  Successors and Assigns.  This Agreement shall be binding
upon the Company,  its successors and assigns and all rights against the Company
arising under this Agreement shall be for the sole benefit of the Bank.

         Section 10.13 Assignment and Sale. Without the prior written consent of
the Bank, the Company may not sell,  assign or transfer this Agreement or any of
the Related  Documents  or any  portion  hereof or  thereof,  including  without
limitation the Company's rights, title, interests,  remedies, powers, and duties
hereunder or thereunder.

         Section 10.14 Amendment. This Agreement can be amended or modified only
by an instrument in writing signed by the parties.  The Company must provide the
Trustee with written



                                       45
<PAGE>

notice of any amendment or  modification  of this  Agreement,  including but not
limited to an amendment or modification of Section 2.2(b).

         Section 10.15 Amendments and Waivers.  This Agreement can be amended or
modified,  or any  provision  hereof may be  waived,  only by an  instrument  in
writing signed by the parties. In connection with any amendment, modification or
waiver given or entered into in accordance with this Section,  the Company shall
pay to the Bank a fee to be negotiated between the Company and the Bank. Payment
of such fee by the  Company to the Bank shall be a  condition  precedent  to the
effectiveness of such amendment,  modification or waiver and shall be due on the
date such  amendment,  modification or waiver is signed by the Bank. The Company
must provide the Trustee with written notice of any amendment or modification of
this  Agreement,  including but not limited to an amendment or  modification  of
Section 2.2(b).

         Section 10.16 No Third Party Beneficiary; No Warranties. All conditions
precedent to the  disbursement of Bond Proceeds under this Agreement are imposed
solely and  exclusively  for the benefit of the Bank and its  assigns.  No other
person  shall  have  standing  to require  satisfaction  of such  conditions  in
accordance  with their  terms or be entitled to assume that the Bank will refuse
to make  disbursements  in the  absence  of  strict  compliance  with any or all
thereof.  No person other than the Company shall,  under any  circumstances,  be
deemed to be a beneficiary of this Agreement,  or any of the terms or conditions
hereof, any or all of which may be freely waived in whole or in part by the Bank
at any time if in its sole discretion it deems it advisable to do so.

         Neither the Bank's receipt or review of the Plans and Specifications or
of any  subsoils  report  or of any  environmental  report,  nor any  action  or
inaction by the Bank with respect  thereto,  nor any inspections or approvals of
the Improvements  shall constitute a warranty or  representation  by the Bank or
any of its employees, agents or representatives as to the sufficiency,  adequacy
or safety of the structure(s), any component parts thereof or any other physical
condition or feature pertaining to such improvements or such parcel of the Land.
All  acts   (including  any  failure  to  act)  relating  to  the  Land  or  the
Reimbursement Obligations by any employee, agent,  representative or designee of
the Bank shall be  performed  solely for the benefit of the Bank and are not for
the  benefit of the  Company,  the  Company or of any other  person  (including,
without limitation, purchasers, tenants, guarantors or other occupants).

         Section  10.17  Severability.  In the event that any  provision of this
Agreement  shall be  determined to be invalid or  unenforceable  by any court of
competent  jurisdiction,  such  determination  shall  not  invalidate  or render
unenforceable any other provision hereof.

         Section 10.18 Entire  Agreement.  THIS  AGREEMENT AND THE DOCUMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED  CONTEMPORANEOUSLY HEREWITH EMBODY THE ENTIRE
AGREEMENT AND  UNDERSTANDING  BETWEEN THE PARTIES HERETO AND SUPERSEDE ALL PRIOR
AGREEMENTS AND  UNDERSTANDINGS OF SUCH PERSONS,  VERBAL OR WRITTEN,  RELATING TO
THE SUBJECT  MATTER  HEREOF.  THIS  AGREEMENT AND THE DOCUMENTS AND  INSTRUMENTS
EXECUTED  IN  CONNECTION  HEREWITH  REPRESENT  THE FINAL  AGREEMENT  BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL


                                       46
<PAGE>

AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

         Section 10.19  Counterparts.  This Agreement may be executed in several
counterparts,  each of which  shall be an  original  and all of which,  together
shall constitute but one and the same instrument.

         Section  10.20  Captions.  The  captions  to the various  sections  and
subsections of this Agreement have been inserted for convenience  only and shall
not limit or affect any of the terms hereof.

            [The remainder of this page is left blank intentionally.]


















                                       47
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have caused this  Reimbursement
and Security  Agreement to be duly  executed and  delivered by their  respective
duly authorized officers as of the date first above written.

                                        Open Plan Systems, Inc.


                                        By: /s/ Willaim F. Crabtree
                                            ------------------------------------
                                            Willaim F. Crabtree
                                            Vice President and CFO
ATTEST:


/s/ Neil Suffa
----------------------------
Neil Suffa, Secretary


STATE OF Virginia            )
                             )   to wit:
CITY/COUNTY OF Henrico       )

         I, Debbie A. Vaughters, a Notary Public in and for the State and County
(or City) aforesaid, certify that William F. Crabtree and Neil Suffa whose names
as Vice  President/CFO  and  Secretary  of Open Plan  Systems,  Inc., a Virginia
corporation,  is signed to the writing above,  bearing date as of the 1st day of
June,  2000,  has  acknowledged  the  same  before  me in my  County  (or  City)
aforesaid.

         Witness my hand and notarial stamp or seal, this 9th day of June, 2000.


My term of office expires:              /s/ Debbie A. Vaughters
                                        ----------------------------------------
                                        Notary Public
     12/31/2001
-------------------------
   (Affix Seal)



             [Execution by the Bank appears on the following page.]










                                       48
<PAGE>

                                            WACHOVIA BANK, N.A.


                                            By: /s/ William E. Hutchinson
                                                --------------------------------
                                                William E. Hutchinson
                                                Vice President







                     (Reimbursement and Security Agreement)












                                       49
<PAGE>

                                    EXHIBIT A
                                    ---------

                          IRREVOCABLE LETTER OF CREDIT
                                No. LC ___-______



                                  June __, 2000



First-Citizens Bank & Trust Company, as Trustee
100 East Tryon Road
Mail Drop DAC61
Raleigh, North Carolina  27603
Attention:  Corporate Trust Division

Ladies and Gentlemen:

         1.       We hereby  establish,  at the  request  and for the account of
Open Plan Systems, Inc., a Virginia corporation (the "Company"),  in your favor,
as  Trustee,  for the  benefit  of the  holders  of the  Bonds  (as  hereinafter
defined),  under  the  Indenture  of  Trust  dated  as  of  June  1,  2000  (the
"Indenture") between the Michigan Strategic Fund (the "Issuer") and the Trustee,
pursuant to which  $2,500,000  in  aggregate  principal  amount of the  Issuer's
Variable Rate Demand Limited Obligation  Revenue Bonds (Open Plan Systems,  Inc.
Project) Series 2000 (the "Bonds") are being issued,  our Irrevocable  Letter of
Credit No. LC ___-______  (the "Letter of Credit"),  in the amount of $2,594,167
(as more fully  described  below),  effective  immediately  and  expiring on the
earliest to occur of any of the  following  (the  "Termination  Date"):  (i) the
close of  business  on July 5, 2001,  or, if such date is  extended  pursuant to
Section 2.2(b) of the Reimbursement  and Security  Agreement dated as of June 1,
2000 between the Company and us (the "Reimbursement Agreement"),  the date as so
extended,  (ii) the date on which the  principal  amount of and  interest on the
Bonds  shall have been paid in full,  (iii) the close of  business on the second
Business Day  following  conversion of the interest rate on the Bonds to a Fixed
Rate (as defined in the  Indenture),]  (iv) the date on which we honor the draft
drawn hereunder pursuant to Section  3.8(a)(iii) of the Indenture  following the
occurrence of an Event of Default under the Indenture and an  acceleration,  (v)
the date on which  we  honor a draft  drawn  hereunder  to  purchase  the  Bonds
following  your receipt of written notice from us that an Event of Default under
the Reimbursement Agreement has occurred and is continuing and a written request
from us that the Bonds be required to be tendered  for  purchase,  (vi) the date
this Letter of Credit is  surrendered  to us by you for  cancellation  following
acceptance by you of an Alternate Credit Facility (as defined in the Indenture),
or (vii) the date we honor the final drawing available hereunder.

         2.       We  hereby  irrevocably   authorize  you  to  draw  on  us  in
accordance  with the terms and  conditions,  and subject to reductions in amount
and reinstatement, as hereinafter set forth, by your drafts, an aggregate amount
not exceeding $2,594,167 (the "Letter of Credit Amount"),  of which an aggregate
amount not  exceeding  $2,500,000  may be drawn upon with  respect to



                                      A-1
<PAGE>

payment of principal of the Bonds or that portion of the purchase price of Bonds
tendered for purchase ("Purchase Price") corresponding to principal (the "Letter
of Credit  Amount-Principal  Component"),  and of which an aggregate  amount not
exceeding  $94,167 (but no more than an amount equal to accrued  interest on the
Bonds for the immediately  preceding 113 days, computed as though the Bonds bore
interest at the rate of 12% per annum  notwithstanding  the actual rate borne by
the Bonds  from time to time,  based on a 360-day  year) may be drawn  upon with
respect to  payment of  interest  on the Bonds or that  portion of the  Purchase
Price of Bonds corresponding to interest (the "Letter of Credit  Amount-Interest
Component").  The  foregoing  maximum  amounts  comprising  the Letter of Credit
Amount-Principal  Component and the Letter of Credit  Amount-Interest  Component
will be reduced upon  redemption of any Bonds as provided in Section 2.18 of the
Indenture or upon payment of Bonds at maturity or upon  defeasance  of any Bonds
pursuant  to Article V of the  Indenture,  and in such  circumstances  you shall
deliver to us a certificate in the form of Exhibit 5 attached hereto.

         3.       Only you,  as Trustee may make  drawings  under this Letter of
Credit.  Upon the payment to you or your  account of the amount  specified  in a
draft drawn hereunder, we shall be fully discharged of our obligation under this
Letter of Credit with  respect to such  draft,  and we shall not  thereafter  be
obligated to make any further payments under this Letter of Credit in respect of
such  draft to you or to any other  person who may have made to you or who makes
to you a demand for  purchase  of, or payment of principal of or interest on any
Bond. Bonds that are registered in the name of, or held by or for the account of
the  Company or are held or  required  to be held for our  benefit  pursuant  to
Section 2.8(b) of the Indenture  ("Pledged  Bonds") shall not be entitled to any
benefit of this Letter of Credit.

         4.       The Letter of Credit Amount-Principal Component and the Letter
of  Credit  Amount-Interest  Component,  as the  case may be,  shall be  reduced
immediately  following  our honoring any draft drawn  hereunder to pay principal
of, or interest on, the Bonds, to pay the interest portion of the Purchase Price
of the Bonds, or to pay the principal portion of the Purchase Price of the Bonds
(a  "Tender  Drawing"),  in each case by an amount  equal to the  amount of such
draft.

         5.       On the tenth calendar day following each drawing  hereunder to
pay  interest on the Bonds  (including  interest  constituting  a portion of the
Purchase Price of Bonds),  the amount so drawn shall be reinstated to the Letter
of Credit  Amount-Interest  Component unless you shall have theretofore received
written  notice  from us to the effect that (i) we have not been  reimbursed  in
full by the Company for the amount of such drawing,  together with interest,  if
any,  owing thereon  pursuant to the  Reimbursement  Agreement and the amount of
such  drawing  will not be  reinstated  or (ii) an Event of  Default  under  the
Reimbursement  Agreement  between the Company  and us has  occurred  and is then
continuing and a written  request that (1) the Bonds be accelerated  pursuant to
Section 6.2 of the Indenture, or (2) all of the Bonds be required to be tendered
for purchase.

         6.       Immediately  upon our written  notice to you that we have been
reimbursed  for any loan or advance made by us to the  Company,  the proceeds of
which loan or advance  were used by the  Company  to  reimburse  us for a Tender
Drawing hereunder,  the amount so drawn shall be restored, as of the date of the
Tender Drawing, to the Letter of Credit Amount-Principal Component.



                                      A-2
<PAGE>

         7.       Subject  to  the  provisions  of  Paragraphs  5 and 6  hereof,
drawings hereunder honored by us shall not, in the aggregate,  exceed the Letter
of Credit Amount, as reduced from time to time pursuant to the terms hereof.

         8.       Funds under this Letter of Credit are available to you against
(a) your draft  payable  on the date such  draft is drawn on us,  stating on its
face:  "Drawn under  Wachovia  Bank,  N.A.  Irrevocable  Letter of Credit No. LC
___-______";  (b) if the  drawing  is being  made with  respect  to  payment  of
principal  of the Bonds,  a  certificate  signed by you in the form of Exhibit 1
attached hereto appropriately  completed;  (c) if the drawing is being made with
respect to payment of interest on the Bonds, a certificate  signed by you in the
form of Exhibit 2 attached hereto appropriately completed; (d) if the drawing is
a Tender Drawing,  a certificate signed by you in the form of Exhibit 3 attached
hereto appropriately  completed;  and (e) simultaneously with any Tender Drawing
being  made  hereunder,  a  certificate  signed by you in the form of  Exhibit 4
attached hereto  appropriately  completed  regarding the portion of the Purchase
Price of the Bonds  corresponding to interest.  Such draft(s) and certificate(s)
shall  be dated  the date of  presentation,  which  shall be made at our  office
located at 401 Linden Street,  Winston-Salem,  North Carolina 27101,  Attention:
International  Operations,  Standby  Letters of Credit,  NC-30034  (or any other
office which may be designated by us by written notice  delivered to you). If we
receive  your  draft(s)  and  certificate(s)  at  such  office,  all  in  strict
conformity  with the terms and conditions of this Letter of Credit,  at or prior
to 11:00 a.m., Winston-Salem, North Carolina time, on a Business Day on or prior
to the  Termination  Date,  we will  honor  the same no later  than  1:00  p.m.,
Winston-Salem,  North Carolina time, on the same Business Day in accordance with
your payment instructions. Presentation of drawings to pay the Purchase Price of
Bonds also may be made by a telecopy  transmission of the documents described in
the  applicable  subparagraphs  (a) through (e) above to  Telecopier  No.  (336)
735-0950 (with  transmission  confirmed by call to Telephone No. (800) 522-9487)
or such other  telecopier and telephone  numbers that we hereafter  designate by
written notice  delivered to you. If we receive your drafts and certificates (as
referenced   in   subparagraphs   (a)  through  (e)  above)  after  11:00  a.m.,
Winston-Salem,  North  Carolina  time,  on a  Business  Day,  on or prior to the
Termination   Date,   we  will  honor  the  same  no  later  than  11:00   a.m.,
Winston-Salem, North Carolina time, on the next succeeding Business Day. Advance
notification  of drawings to pay  principal  of and  interest on the Bonds under
this  Letter  of  Credit  also  may be made by a  telecopy  transmission  of the
documents  described in the applicable  subparagraphs  (a) through (e) above not
less than one Business Day prior to the date of  presentation  to the telecopier
number set forth above (with  transmission  confirmed  by call to the  telephone
number set forth above) or such other  telecopier and telephone  numbers that we
hereafter  designate by written notice  delivered to you. If  presentation  of a
drawing to pay Purchase Price of Bonds or an advance  notification  of a drawing
to pay  principal  of and interest on the Bonds is made by  telecopier,  it must
contain an additional  certification  by you that the originals of the draft and
the certificate on your letterhead  manually signed by one of your officers will
be  concurrently  forwarded  to us by  express  courier  to reach us by the next
Business  Day or the date of  payment,  as the case may be.  Payment  under this
Letter of Credit will be made out of our funds and, if requested by you, will be
made by wire  transfer of federal funds to your account with any bank which is a
member of the Federal  Reserve  System,  or by deposit of immediately  available
funds into a designated account that you maintain with us.



                                      A-3
<PAGE>

         9.       As used herein,  the term "Business Day" shall mean any day on
which our  office at which  drawings  on this  Letter of Credit are made and the
offices of the Trustee,  the Paying Agent,  the  Registrar  and the  Remarketing
Agent (as each term is defined in the  Indenture) are each open for business and
on which The New York Stock Exchange is not closed.

         10.      Communications  with respect to this Letter of Credit shall be
in writing and shall be  addressed  to us at our office  address set forth in or
designated  pursuant to  Paragraph 8 above and shall  specifically  refer to the
number of this Letter of Credit.

         11.      This Letter of Credit is transferable in its entirety (but not
in part) to any  transferee who has succeeded you as Trustee under the Indenture
and may be successively so transferred.  Transfer of the available balance under
this Letter of Credit to such transferee  shall be effected by the  presentation
to us of this Letter of Credit accompanied by a certificate substantially in the
form of Exhibit 6 attached hereto and payment of our customary transfer fee.

         12.      This Letter of Credit sets forth in full our undertaking,  and
such undertaking shall not in any way be modified, amended, amplified or limited
by  reference  to any  document,  instrument  or  agreement  referred  to herein
(including,  without limitation,  the Bonds, the Indenture and the Reimbursement
Agreement),  except the forms of the  certificates  and the drafts  referred  to
herein,  and any such  reference  (except as  aforesaid)  shall not be deemed to
incorporate  herein,  any  document,  instrument  or  agreement  except for such
certificates or drafts.

         13.      This Letter of Credit shall be governed by the Uniform Customs
and Practice for Documentary Credits,  1993 Revision,  International  Chamber of
Commerce  Publication No. 500 or by subsequent  Uniform Customs and Practice for
Documentary Credits fixed by subsequent  Congresses of the International Chamber
of Commerce  (the "UCP") and, to the extent not  inconsistent  with the UCP, the
laws of the State of North Carolina.


                                            Very truly yours,

                                            WACHOVIA BANK, N.A.


                                            By: ________________________________
                                                Authorized Officer










                                      A-4
<PAGE>

                                    EXHIBIT 1

                 CERTIFICATE FOR THE PAYMENT OF PRINCIPAL OF THE
                  MICHIGAN STRATEGIC FUND VARIABLE RATE DEMAND
                        LIMITED OBLIGATION REVENUE BONDS
                  (OPEN PLAN SYSTEMS, INC. PROJECT) SERIES 2000
                  ---------------------------------------------


         The undersigned,  a duly authorized  officer of  First-Citizens  Bank &
Trust Company (the  "Trustee"),  hereby  certifies as follows to Wachovia  Bank,
N.A.  (the  "Bank")  with  reference  to  Irrevocable  Letter of  Credit  No. LC
___-______  (the "Letter of Credit") issued by the Bank in favor of the Trustee.
Any  capitalized  term used  herein and not  defined  shall have its  respective
meaning as set forth in the Letter of Credit.

         (1)      The Trustee is the Trustee under the Indenture.

         (2)      The  Trustee  is making a drawing  under the  Letter of Credit
                  with  respect  to the  payment  of  principal  of the Bonds in
                  accordance with Section 3.8 of the Indenture.

         (3)      The amount of  principal of the Bonds which is due and payable
                  (or  which  has  been  declared  to be  due  and  payable)  is
                  $____________,  and the amount of the draft  accompanying this
                  Certificate does not exceed such amount of principal.

         (4)      The amount of the draft accompanying this Certificate does not
                  include any amount in respect of the  principal  amount of any
                  Pledged  Bonds,  does not exceed the  amount  available  to be
                  drawn  under the  Letter of Credit in  respect  of  payment of
                  principal of the Bonds and was computed in accordance with the
                  terms and conditions of the Bonds and the Indenture.

         (5)      [The draft accompanying this certificate is the final draft to
                  be drawn under the Letter of Credit with  respect to principal
                  and,  upon the  honoring of such  draft,  the Letter of Credit
                  will expire in accordance  with its terms and the Trustee will
                  surrender the Letter of Credit to the Bank.]*

         IN WITNESS  WHEREOF,  the  Trustee  has  executed  and  delivered  this
Certificate as of the _______ day of _______________, _____.


                                            First-Citizens Bank & Trust Company,
                                            as Trustee


                                            By: ________________________________
                                                [Name and Title]

* To be used only upon stated or  accelerated  maturity or optional or mandatory
redemption of the Bonds as a whole.



                                      A-5
<PAGE>

                                    EXHIBIT 2

                 CERTIFICATE FOR THE PAYMENT OF INTEREST ON THE
                  MICHIGAN STRATEGIC FUND VARIABLE RATE DEMAND
                        LIMITED OBLIGATION REVENUE BONDS
                  (OPEN PLAN SYSTEMS, INC. PROJECT) SERIES 2000
                  ---------------------------------------------


         The undersigned,  a duly authorized  officer of  First-Citizens  Bank &
Trust Company (the  "Trustee"),  hereby  certifies as follows to Wachovia  Bank,
N.A.  (the  "Bank")  with  reference  to  Irrevocable  Letter of  Credit  No. LC
___-______  (the "Letter of Credit") issued by the Bank in favor of the Trustee.
Any  capitalized  term used  herein and not  defined  shall have its  respective
meaning as set forth in the Letter of Credit.

         (1)      The Trustee is the Trustee under the Indenture.

         (2)      The  Trustee  is making a drawing  under the  Letter of Credit
                  with  respect to the payment of interest  accrued on the Bonds
                  in accordance with Section 3.8 of the Indenture.

         (3)      The amount of  interest  on the Bonds which is due and payable
                  (or  which  has  been  declared  to be  due  and  payable)  is
                  $____________,  and the amount of the draft  accompanying this
                  Certificate does not exceed such amount of interest.

         (4)      The amount of the draft accompanying this Certificate does not
                  include  any amount in respect of the  interest on any Pledged
                  Bonds,  does not exceed the amount available to be drawn under
                  the Letter of Credit in respect of payment of interest accrued
                  on the Bonds,  and was computed in  accordance  with the terms
                  and conditions of the Bonds and the Indenture.

         (5)      [The draft accompanying this certificate is the final draft to
                  be drawn under the Letter of Credit  with  respect to interest
                  and,  upon the  honoring of such  draft,  the Letter of Credit
                  will expire in accordance  with its terms and the Trustee will
                  surrender the Letter of Credit to the Bank.]*

         IN WITNESS  WHEREOF,  the  Trustee  has  executed  and  delivered  this
Certificate as of the ______ day of _______________.


                                            First-Citizens Bank & Trust Company,
                                            as Trustee


                                            By: ________________________________
                                                [Name and Title]
______________
* To be used only upon stated or  accelerated  maturity or optional or mandatory
redemption of the Bonds as a whole.


                                      A-6
<PAGE>

                                    EXHIBIT 3

                 CERTIFICATE FOR THE PAYMENT OF THAT PORTION OF
                  THE PURCHASE PRICE OF BONDS CORRESPONDING TO
                    PRINCIPAL OF THE MICHIGAN STRATEGIC FUND
                              VARIABLE RATE DEMAND
                        LIMITED OBLIGATION REVENUE BONDS
                  (OPEN PLAN SYSTEMS, INC. PROJECT) SERIES 2000
                  ---------------------------------------------


         The undersigned,  a duly authorized  officer of  First-Citizens  Bank &
Trust Company (the  "Trustee"),  hereby  certifies as follows to Wachovia  Bank,
N.A.  (the  "Bank")  with  reference  to  Irrevocable  Letter of  Credit  No. LC
___-______  (the "Letter of Credit") issued by the Bank in favor of the Trustee.
Any  capitalized  term used  herein and not  defined  shall have its  respective
meaning as set forth in the Letter of Credit.

         (1)      The Trustee is the Trustee under the Indenture.

         (2)      The  Trustee  is making a Tender  Drawing  under the Letter of
                  Credit  pursuant to Section  3.8(a)(ii) of the Indenture  with
                  respect  to  the  purchase  of  Bonds   corresponding  to  the
                  principal  of Bonds  tendered or deemed  tendered  pursuant to
                  Section  2.6  of  the  Indenture  and  not  remarketed  by the
                  Remarketing  Agent on or before  the date such Bonds are to be
                  purchased.

         (3)      The amount of Purchase  Price  corresponding  to  principal of
                  such  Bonds  less the  amount of monies on deposit in the Bond
                  Purchase  Fund and available for the purchase of such Bonds as
                  contemplated   in  Section   2.6(g)(i)  of  the  Indenture  is
                  $____________  and the amount of the draft  accompanying  this
                  Certificate does not exceed such amount of principal.

         (4)      The amount of the draft accompanying this Certificate does not
                  exceed the amount  available  to be drawn  under the Letter of
                  Credit in  respect  of the  Purchase  Price  corresponding  to
                  principal  of such Bonds and was computed in  accordance  with
                  the terms and conditions of the Bonds and the Indenture.

         IN WITNESS  WHEREOF,  the  Trustee  has  executed  and  delivered  this
Certificate as of the ______ day of _______________.

                                       First-Citizens Bank & Trust Company,
                                       as Trustee


                                       By: _____________________________________
                                           [Name and Title]



                                      A-7
<PAGE>

                                    EXHIBIT 4

                 CERTIFICATE FOR THE PAYMENT OF THAT PORTION OF
                  THE PURCHASE PRICE OF BONDS CORRESPONDING TO
                     INTEREST ON THE MICHIGAN STRATEGIC FUND
                              VARIABLE RATE DEMAND
                        LIMITED OBLIGATION REVENUE BONDS
                  (OPEN PLAN SYSTEMS, INC. PROJECT) SERIES 2000
                  ---------------------------------------------


         The undersigned,  a duly authorized  officer of  First-Citizens  Bank &
Trust Company (the  "Trustee"),  hereby  certifies as follows to Wachovia  Bank,
N.A.  (the  "Bank")  with  reference  to  Irrevocable  Letter of  Credit  No. LC
___-______  (the "Letter of Credit") issued by the Bank in favor of the Trustee.
Any  capitalized  term used  herein and not  defined  shall have its  respective
meaning as set forth in the Letter of Credit.

         (1)      The Trustee is the Trustee under the Indenture.

         (2)      The  Trustee  is making a Tender  Drawing  under the Letter of
                  Credit  pursuant  to  Section   3.8(a)(ii)  of  the  Indenture
                  simultaneously  herewith with respect to the purchase of Bonds
                  corresponding   to  principal  on  Bonds  tendered  or  deemed
                  tendered  pursuant  to Section  2.6 of the  Indenture  and not
                  remarketed by the Remarketing Agent on or before the date such
                  Bonds are to be purchased.

         (3)      A portion  of the  Purchase  Price of Bonds  corresponding  to
                  interest on such Bonds less the amount of monies on deposit in
                  the Bond  Purchase Fund and available for the purchase of such
                  Bonds as contemplated in Section 2.6(g)(i) of the Indenture is
                  $____________  and the amount of the draft  accompanying  this
                  Certificate does not exceed such amount of interest.

         (4)      The amount of the draft accompanying this Certificate does not
                  exceed the amount  available  to be drawn  under the Letter of
                  Credit in  respect  of the  Purchase  Price  corresponding  to
                  interest on such Bonds and was computed in accordance with the
                  terms and conditions of the Bonds and the Indenture.

         IN WITNESS  WHEREOF,  the  Trustee  has  executed  and  delivered  this
Certificate as of the ______ day of ______________, _____.

                                            First-Citizens Bank & Trust Company,
                                            as Trustee


                                            By: ________________________________
                                                [Name and Title]



                                      A-8
<PAGE>

                                    EXHIBIT 5

                          CERTIFICATE FOR THE PERMANENT
                      REDUCTION OF LETTER OF CREDIT AMOUNT
                      ------------------------------------


         The undersigned,  a duly authorized  officer of  First-Citizens  Bank &
Trust Company (the  "Trustee"),  hereby  certifies as follows to Wachovia  Bank,
N.A.  (the  "Bank")  with  reference  to  Irrevocable  Letter of  Credit  No. LC
___-______  (the "Letter of Credit") issued by the Bank in favor of the Trustee.
Any  capitalized  term used  herein and not  defined  shall have its  respective
meaning as set forth in the Letter of Credit.

         (1)      The Trustee is the Trustee under the Indenture.

         (2)      The aggregate  principal  amount of the Bonds  Outstanding (as
                  defined in the Indenture) has been reduced to $___________.

         (3)      The  Letter of  Credit  Amount-Principal  Component  is hereby
                  correspondingly reduced to $___________.

         (4)      The  Letter  of  Credit  Amount-Interest  Component  is hereby
                  reduced to $____________ [calculated by multiplying the amount
                  of the  principal  amount  in the last line of  paragraph  (2)
                  hereof  by 12% and  multiplying  the  product  thereof  by the
                  quotient  of 113  divided  by 360] to  reflect  the  amount of
                  interest  allocable  to the reduced  amount of  principal  set
                  forth in paragraph (3) hereof.

         IN WITNESS WHEREOF, the Trustee has executed this Certificate as of the
______ day of _______________, ____.


                                            First-Citizens Bank & Trust Company,
                                            as Trustee


                                            By: ________________________________
                                                [Name and Title]








                                      A-9
<PAGE>

                                    EXHIBIT 6

                             INSTRUCTION TO TRANSFER
                             -----------------------


                             _______________, _____


Wachovia Bank, N.A.
International Operations
Standby Letters of Credit, NC-30034
401 Linden Street
Winston-Salem, North Carolina 27101

         Re:      Irrevocable Letter of Credit No. LC ___-______

Ladies and Gentlemen:

         For value received,  the  undersigned  beneficiary  hereby  irrevocably
instructs you to transfer to:

                  ___________________________________
                  (Name of Transferee)

                  ___________________________________
                  (Address)

all rights of the  undersigned  beneficiary  to draw  under the  above-captioned
Letter of Credit (the "Letter of Credit").  The  transferee  has  succeeded  the
undersigned  as Trustee  under the  Indenture  of Trust dated as of June 1, 2000
between the Michigan Strategic Fund and First-Citizens  Bank & Trust Company, as
trustee.

         By this  transfer,  all rights of the  undersigned  beneficiary  in the
Letter of Credit are  transferred to the  transferee  and the  transferee  shall
hereafter have the sole rights as beneficiary thereof;  provided,  however, that
no rights shall be deemed to have been  transferred to the transferee until such
transfer  complies with the  requirements of the Letter of Credit  pertaining to
transfers.

         IN WITNESS  WHEREOF,  the  Trustee  has  executed  and  delivered  this
Certificate as of the _____ day of _____________, ____.

                                            First-Citizens Bank & Trust Company,
                                            as Trustee

                                            By: ________________________________
                                                [Name and Title]




                                      A-10
<PAGE>

                                    EXHIBIT B
                                    ---------

                                                                    June 1, 2000

                                 PROMISSORY NOTE
                                 ---------------


         1.       FOR VALUE RECEIVED, the undersigned,  Open Plan Systems, Inc.,
a  corporation  organized  and existing  under the laws of the  Commonwealth  of
Virginia (the  "Company"),  promises to pay to the order of WACHOVIA BANK,  N.A.
(the "Bank"),  at the main office of the Bank in Winston-Salem,  North Carolina,
or at such other place as the Bank  hereafter  may direct in  writing,  in legal
tender of the United  States of America,  the  principal sum of $2,500,000 or so
much  thereof  as may be  disbursed  and  remain  outstanding  from time to time
hereafter as Tender  Advances  (as defined  below) on the  Termination  Date (as
defined  below)  with  interest  thereon  (computed  on  the  daily  outstanding
principal balance, for the actual number of days outstanding and a 360-day year)
on each advance made hereunder from date of advance until paid in full at a rate
per annum equal to the Prime Rate (as the term Prime Rate is defined below) with
any change in such  interest rate  resulting  from a change in the Prime Rate to
become effective as of the opening of business on each date on which such change
in the Prime Rate has occurred;  provided, however, that if the Company fails to
pay any portion of the  principal of or accrued  interest on any Tender  Advance
when due,  interest on the unpaid  principal amount of each Tender Advance shall
accrue and be payable at the Default  Rate (as  defined  below) from the date of
such  default  until paid in full.  Each  Tender  Advance may be endorsed on the
schedule attached hereto and by this reference  incorporated  herein by the Bank
(provided,  however,  that any failure by the Bank to make any such  endorsement
shall not limit,  modify or affect the  obligations  of the Company  hereunder).
Accrued  interest  on the  unpaid  principal  balance  hereof  from time to time
outstanding  shall be due and  payable  (i) on each  Payment  Date  (as  defined
below),  and (ii) upon payment or prepayment of any Tender  Advance (but only on
the  principal  so paid or  prepaid),  and  (iii)  at  maturity.  All  principal
hereunder shall be due and payable on the Termination Date.

         2.       This Promissory Note evidences borrowings under, is subject to
and secured by, and shall be paid and enforced in accordance  with, the terms of
that certain Reimbursement and Security Agreement dated as of even date herewith
between  the  Bank and the  Company  (such  Agreement  as it may be  amended  or
supplemented  from  time  to  time  is  hereinafter  called  the  "Reimbursement
Agreement"), the terms and provisions of which are hereby incorporated herein by
reference and made a part hereof, and is the  "Reimbursement  Note" as that term
is defined in Section 1.1 of the Reimbursement Agreement.

         3.       Nothing  herein  shall limit any right  granted to the Bank by
any other instrument or by law or equity.

         4.       The Company hereby waives demand,  protest,  notice of demand,
protest and  nonpayment  and any other notice  required by law relative  hereto,
except to the  extent as  otherwise  may be  provided  for in the  Reimbursement
Agreement.


                                      B-1
<PAGE>

         5.       The Company may prepay any Tender  Advance at any time or from
time to time without  penalty or premium,  provided  that the Company shall give
the Bank notice of each prepayment as set forth in the Reimbursement Agreement.

         6.       The Company agrees that if the Company fails to pay any amount
when due under this Promissory Note and any such amount is thereafter  collected
by law or through an attorney at law, the Company shall pay all reasonable costs
of collection, including, without limitation, reasonable attorneys' fees, all as
set forth in the Reimbursement Agreement.

         As used herein, the terms "Tender Advance",  "Termination Date", "Prime
Rate",  "Default Rate" and "Payment Date" shall have the same meaning given each
such term in Article I of the Reimbursement Agreement.

         IN WITNESS  WHEREOF,  the Company has caused this Promissory Note to be
duly executed under seal as of the day and year first above written.


                                       Open Plan Systems, Inc.


[CORPORATE SEAL]                       By:    __________________________________
                                       Name:  __________________________________
                                       Title: __________________________________

ATTEST:

_____________________________
_______ Secretary












                                      B-2
<PAGE>

                                 SCHEDULE
                                 --------


                                AMOUNT OF TENDER            AMOUNT OF PAYMENT OR
            DATE                     ADVANCE                     PREPAYMENT
            ----                -----------------           --------------------