Exhibit 10.11


                             OPEN PLAN SYSTEMS, INC.
                              NON-EMPLOYEE DIRECTOR
                      NON-QUALIFIED STOCK OPTION AGREEMENT


         THIS AGREEMENT  dated as of _______,  199_,  between Open Plan Systems,
Inc., a Virginia corporation (the "Company"), and _______________  ("Optionee"),
is made  pursuant  and subject to the  provisions  of the  Company's  1996 Stock
Option  Plan  for  Non-Employee  Directors  (the  "Plan"),  a copy of  which  is
attached. All terms used herein that are defined in the Plan shall have the same
meaning given them in the Plan.
         1.       Grant of Option.  Pursuant  to the terms of the Plan,  the  
Company  hereby grants to Optionee,  subject to the terms and  conditions of the
Plan and subject further to the terms and conditions herein set forth, the right
and option to purchase  from the Company all or any part of an  aggregate of One
Thousand  (1,000) shares of the Common Stock of the Company (the "Common Stock")
at an option  price per share of $______.  Such option is to be  exercisable  as
hereinafter provided.
         2.       Terms and Conditions.  This option is subject to the following
terms and conditions:
                  (a)      Expiration Date.  The Expiration Date of this option
is ________, 200_.
                  (b)      Exercise of Option.  This option shall be exercisable
with  respect to the total  number of shares  covered by this  option  after the
expiration  of six (6) months from the granting of the option.  Once this option
has become  exercisable with respect to the total number of shares in accordance
with the preceding sentence, it shall continue to be exercisable with respect to
such shares until the  termination of Optionee's  rights  hereunder  pursuant to
paragraph  3, 4 and 5 or,  otherwise,  until  the  Expiration  Date.  A  partial
exercise  of  this  option  shall  not  affect   Optionee's  right  to  exercise
subsequently  this  option  with  respect  to  the  remaining  shares  that  are
exercisable,  subject  to the six month  vesting  period  set forth in the first
sentence  of this  subparagraph  (b) and the  conditions  of the  Plan  and this
Agreement.
                  (c)      Method of Exercising  and Payment for Shares.  This 
option may be exercised only by written notice delivered to the attention of the
Company's Secretary at the Company's principal office in Richmond, Virginia. The
written notice shall specify the number of shares being acquired pursuant to the
exercise of the option when such option is being exercised in part in accordance
with  subparagraph  2(b) hereof.  The exercise date shall be the date upon which
such notice is received by the  Company.  Such notice  shall be  


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accompanied by payment of the option price in full for each share either in cash
in United States  Dollars,  or by the surrender of shares of Common Stock, or by
cash equivalent  acceptable to the Company or any combination  thereof having an
aggregate  fair market  value equal to the total option price for all the shares
being purchased.
                  (d)      Cashless  Exercise.  To the extent permitted by 
applicable  laws and  regulations,  at the request of the Optionee,  the Company
will cooperate in a "cashless  exercise" in accordance  with Section 7.03 of the
Plan.
                  (e)      Nontransferability.  This  option  is nontransferable
except,  in the event of the Optionee's death, by will or by the laws of descent
and distribution subject to the terms hereof.  During Optionee's lifetime,  this
option may be exercised only by Optionee.
         3.       Exercise  in  the  Event  of  Death.  Subject to the six month
exercisability  requirement set forth in Section 2(b) hereof,  this option shall
remain  exercisable with respect to any shares yet unexercised in the event that
Optionee  dies  prior  to  exercising  this  option  in full  and  prior  to the
Expiration Date of this option.  In that event,  this option may be exercised by
Optionee's estate, or the person or persons to whom his rights under this option
shall pass by will or the laws of descent and distribution. Optionee's estate or
such persons must  exercise  this option with  respect to the  remaining  shares
subject to the  option,  if at all,  within two years of the date of  Optionee's
death or during the  remainder  of the period  preceding  the  Expiration  Date,
whichever is shorter.
         4.       Exercise in the Event of Permanent and Total Disability. 
Subject to the six month  exercisability  requirement  set forth in Section 2(b)
hereof,  this option  shall  remain  exercisable  with respect to any shares yet
unexercised if Optionee  becomes  permanently and totally  disabled  (within the
meaning of Section  105(d)(4)  of the Code) while  serving on the Board prior to
exercising  this option in full and prior to the Expiration Date of this option.
In such event,  Optionee must exercise this option with respect to the remaining
shares subject to the option,  if at all,  within two years of the date on which
he ceases  serving on the Board due to permanent and total  disability or during
the remainder of the period preceding the Expiration Date, whichever is shorter.
         5.       Exercise  After   Resignation,  Non-Election or Other Approved
Circumstance.  Subject to the six month exercisability  requirement set forth in
Section  2(b)  hereof,  in  the  event  that  Optionee  resigns  from  or is not
re-elected  or does not  stand  for  re-election  to the  Board or in any  other
circumstance  approved by the Board in its sole  discretion,  this option  shall
remain  exercisable  with  respect  to any shares  yet  unexercised  but must be
exercised by Optionee,  if at all,  within two years  following  the date of his
resignation  or  cessation  of  service  on 

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the  Board,  or  within  the  period  prescribed  by the  Board  in an  approved
circumstance,  or during the remainder of the period  preceding  the  Expiration
Date, whichever is shorter.
         6.       Fractional  Shares.  Fractional  shares shall not be issuable
hereunder,  and when any provision  hereof may entitle  Optionee to a fractional
share such fraction shall be disregarded.
         7.       Investment Representation.  Optionee agrees that, unless such
shares shall  previously have been registered  under the Securities Act of 1933,
(a) any shares  purchased by him hereunder  will be purchased for investment and
not with a view to  distribution  or resale,  and (b) until  such  registration,
certificates  representing such shares may bear an appropriate  legend to assure
compliance  with such Act. This investment  representation  shall terminate when
such shares have been registered under the Securities Act of 1933.
         8.       Change in Capital  Structure.  Subject to any required action 
by the shareholders of the Company, the number of shares of Common Stock covered
by this  option,  and the  price  per share  thereof,  shall be  proportionately
adjusted and its terms shall be adjusted as the Committee  shall determine to be
equitably  required  for any  increase  or  decrease in the number of issued and
outstanding  shares  of Common  Stock of the  Company  resulting  from any stock
dividend (but only on the Common Stock), stock split, subdivision,  combination,
reclassification,  recapitalization  or  general  issuance  to holders of Common
Stock of rights to purchase  Common Stock at  substantially  below its then fair
market  value or any change in the number of such  shares  outstanding  effected
without  receipt of cash or  property or labor or services by the Company or for
any spin-off,  spin-out,  split-up, split-off or other distribution of assets to
shareholders.
         In the  event  of a  change  in the  Common  Stock  of the  Company  as
presently  constituted,  which is limited  to a change of all of its  authorized
shares with par value or without par value,  the shares  resulting from any such
change shall be deemed to be the Common Stock within the meaning of the Plan.
         The grant of this  option  pursuant to the Plan shall not affect in any
way the right or power of the  Company to make  adjustments,  reclassifications,
reorganizations  or changes of its capital or business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
         9.       Governing  Law.  This  Agreement  shall be governed by and  
construed  and  enforced  in  accordance  with the laws of the  Commonwealth  of
Virginia, except to the extent that federal law shall be deemed to apply.

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         10.      Conflicts. In the event of any conflict between the provisions
of the  Plan  as in  effect  on the  date  hereof  and  the  provisions  of this
Agreement, the provisions of the Plan shall govern. All references herein to the
Plan shall mean the Plan as in effect on the date hereof.
         11.      Optionee Bound by Plan.  Optionee hereby acknowledges receipt
of a copy of the Plan and  agrees to be bound by all the  terms  and  provisions
thereof.
         12.      Binding  Effect.  Subject to the limitations  stated above and
in the Plan,  this  Agreement  shall be binding upon and inure to the benefit of
the legatees,  distributees,  and personal  representatives  of Optionee and the
successors of the Company.
         IN WITNESS WHEREOF,  the Company has caused this Agreement to be signed
by a duly authorized officer, and Optionee has affixed his signature hereto.

OPTIONEE:                                         OPEN PLAN SYSTEMS, INC.



________________________                          By:__________________________