Exhibit 10.22

May 23, 2001

Mr. John L. Hobey
Chief Executive Officer
Open Plan Systems, Inc.
4299 Carolina Avenue
Richmond, VA 23222

Dear Jack:

         Open Plan Systems,  Inc. (the  "Company")  has requested  that Wachovia
Bank,  N.A.  (the  "Bank")  temporarily  waive  its  existing  right to  declare
defaults,  through June 30, 2001,  relating to certain covenant  defaults by the
Company under the $5,000,000  revolving  line of credit  extended by the Bank to
the Company  pursuant to the Commitment  Letter dated March 15, 2000, as amended
by letter dated August 1, 2000 and by the letter dated May 16, 2001 (as amended,
the "Credit Agreement") and the Reimbursement and Security  Agreement,  dated as
of  June  1,  2000,  between  the  Company  and  the  Bank  (the  "Reimbursement
Agreement," and collectively with the Credit Agreement,  the "Agreements").  The
Bank is willing to grant such  temporary  waivers under the terms of this letter
(the "Waiver").

         The  Company  recognizes  it is in default of the  Agreements,  and the
temporary  waivers  requested  are for  failure  to  comply  with the  following
covenants as of and after December 31, 2000,  through June 30, 2001, under terms
of the Agreements in effect during such period (the "Covenant Defaults"):

                  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.

                  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.

                  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.

                  Payment of Taxes.  Fail to pay any taxes levied or assessed by
         any Governmental  Authority against the Company or the Company's assets
         in a timely manner.

                  Delivery of Audited Consolidated Financial Statements. Fail to
         deliver   audited   consolidated    financial   statements   (including
         consolidated  balance  sheet and  consolidated  statements  of  income,
         retained  earnings and cash flows,  including the notes to each) of the
         Company  and its  Subsidiaries  within  90 days  after the close of the
         Company's fiscal year.

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Mr. John L. Hobey
May 23, 2001
Page 2

                  Delivery of  President/Chief  Financial  Officer  Certificate.
         Fail to deliver,  concurrently with the audited consolidated  financial
         statements  described above, a certificate from the Company's President
         or Chief Financial Officer certifying to the best of his knowledge that
         the Company has kept,  observed,  performed and fulfilled all Agreement
         covenants and that no Default or Event of Default has occurred.

         The Bank  hereby  temporarily  waives its right to declare a default or
defaults or exercise any rights based on any Event of Default, Default, event of
default or default with respect to the Covenant  Defaults  through June 30, 2001
pursuant to the terms below.  The forgoing waiver  expressly  includes,  without
limitation,  any breach or violation of Sections 5.8, 6.1(b), 6.1(d), 7.13, 7.14
and 7.15 of the Reimbursement  Agreement and the corresponding  covenants in the
Credit  Agreement.  This waiver  does not waive any Event of  Default,  Default,
event of  default  or  default  under the  Agreements  other  than the  Covenant
Defaults  and does not cover any date or any period of time after June 30, 2001.
The Bank  retains  the right,  in its sole  discretion,  to declare a default or
defaults and exercise any rights based on any Event of Default,  Default,  event
of default or default under the Agreements or either of them,  including without
limitation,  the Covenant  Defaults  after June 30, 2001 as if the waivers given
herein had never been granted. The Company  specifically  represents to the Bank
that all loans and  advances by the Bank and  obligations  of the Bank under the
Agreements  and any notes  related  thereto  will  continue to be secured by the
Bank's  security  interest in all of the  collateral  granted under the security
documents  between the Bank and the  Company and nothing  herein will affect the
validity, perfection or enforceability of such security interests.

         The Company and the Bank hereby agree:

         1)   The commitment  letter dated May 16, 2001 is hereby  rescinded and
              declared null and void.

         2)   The Company will pay to the Bank a fee in the amount of $89,368 as
              retroactive  compensation for inaccurate pricing over the prior 12
              months,  and as  compensation  for  this  waiver,  which  the Bank
              acknowledges has been paid.

         3)   The fee outlined above is  non-refundable,  however,  in the event
              the Bank, in its sole  discretion,  determines to renegotiate  the
              Agreements  or either of them,  then such fee will be applied,  as
              the  Bank  in its  sole  discretion  sees  fit,  toward  any  fees
              associated with any subsequently renegotiated agreements.

         4)   Availability under the line will be reduced to $4,650,000.

         5)   The interest rate on the line will be increased to LIBOR + 3.50%.

         6)   The advance ratio under the line will be amended as follows:

              A)   The advance  rate on Accounts  Receivable  will be reduced to
                   75% of eligible Accounts Receivable.


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Mr. John L. Hobey
May 23, 2001
Page 3

              B)   The  maximum   reliance  on  inventory  will  be  reduced  to
                   $1,500,000.

              C)   Inventory  advances  will  be  reduced  to  35%  of  eligible
                   inventory, subject to the provision B above.

              D)   Eligible  inventory  will now be defined  as:  "That which is
                   held for resale in the normal  course of  business  excluding
                   work-in-process and scrap."

              E)   The Borrowing Base reduction will be increased to $650,000.

              F)   No line  proceeds may be used to pay  obligations  associated
                   with the  Company's  Lansing,  Michigan  facility,  currently
                   under construction, without the Bank's prior express consent.

         7)   With respect to the Reimbursement Agreement, the Bank reserves the
              right  to  approve  or  disapprove,   in  its  sole  and  absolute
              discretion, construction draws during the temporary waiver period.

         Please sign below  evidencing  your  acceptance of these terms.  If you
have any questions, please do not hesitate to contact me (804) 697-6801.

Very truly yours,

/s/ Harry Turton

Harry Turton
Senior Vice President

Accepted and agreed to this 23rd day of May, 2001.

Open Plan Systems, Inc.



By:          /s/ John L. Hobey
    --------------------------------------
    John L. Hobey, Chief Executive Officer