SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1999

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-20743

                             OPEN PLAN SYSTEMS, INC.
             (Exact Name of Registrant as Specified in its Charter)

         Virginia                                                54-1515256
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

4299 Carolina Avenue, Building C                                     23222
       Richmond, Virginia                                          (Zip Code)
(Address of Principal Executive Offices)

                                 (804) 228-5600
              (Registrant's Telephone Number, Including Area Code)

           Securities registered under Section 12(b) of the Act: None.

              Securities registered under Section 12(g) of the Act:

                           Common Stock, no par value

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     Based on the closing  sales  price for the Common  Stock as reported by the
Nasdaq Stock Market on March 16, 2000 the  aggregate  market value of the Common
Stock held by non-affiliates of the registrant was $7,372,216.

     The number of shares of Common Stock  outstanding  as of March 16, 2000 was
4,402,891.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Company's  definitive  Proxy  Statement for its 2000 Annual
Meeting of  Shareholders  (to be filed) are  incorporated by reference into Part
III of this Form 10-K.
<PAGE>
<TABLE>
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                                                           TABLE OF CONTENTS


                                                                PART I
                                                                                                                               Page
<S>               <C>                                                                                       <C>

Item 1            Business................................................................................  1

Item 2            Properties..............................................................................  7

Item 3.           Legal Proceedings.......................................................................  7

Item 4.           Submission of Matters to a Vote of Security Holders.....................................  7


                                                                PART II

Item 5.           Market for Registrant's Common Equity and Related Stockholder Matters...................  8

Item 6.           Selected Financial Data.................................................................  9

Item 7.           Management's Discussion and Analysis of Financial Condition and Results of
                  Operations..............................................................................  10

Item 7A.          Quantitative and Qualitative Disclosures About Market Risk..............................  16

Item 8.           Financial Statements and Supplementary Data.............................................  17

Item 9.           Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure..................................................  32


                                                               PART III

Item 10.          Directors and Executive Officers of the Registrant......................................  32

Item 11.          Executive Compensation..................................................................  32

Item 12.          Security Ownership of Certain Beneficial Owners and Management..........................  32

Item 13.          Certain Relationships and Related Transactions..........................................  32

                                                                PART IV

Item 14.          Exhibits, Financial Statement Schedules and Reports on Form 8-K.........................  33

</TABLE>


                                     PART I

Item 1.  .........Business

     Open Plan Systems,  Inc. (the "Company") was incorporated under the laws of
the  Commonwealth of Virginia on September 11, 1989. The Company  remanufactures
and markets modular office Work Stations.  The Company operates  remanufacturing
facilities in Richmond, Virginia and Lansing, Michigan.

The Office Furniture Industry

     The trend in the office furniture  industry for the past twenty-five  years
has been away from a simple desk and file design to a sophisticated Work Station
design because of the  flexibility  and  productivity  advantages that such Work
Stations provide.  Work Stations have become more  sophisticated as the usage of
computers and telecommunications equipment has increased in modern offices.

     The Company  competes in the office  furniture  industry  with national and
regional  manufacturers  of new office  furniture  and with  local and  regional
remanufacturers of used office furniture. Steelcase, Inc. ("Steelcase"),  Herman
Miller,  Inc. ("Herman  Miller") and Haworth,  Inc.  ("Haworth")  constitute the
dominant manufacturers,  collectively  representing  approximately two-thirds of
the installed base of Work Stations.  Each of these  manufacturers has created a
unique system for  connecting  panels,  power and  telecommunications  raceways,
resulting  in  virtually  no  interchangeability  between  products of different
manufacturers.  Each  manufacturer's  Work Stations  provide for several hundred
variations.  In  recent  years,  more  sophisticated  telecommunications,  power
distribution  and wire  management  elements have been added to Work Stations as
computer   usage  has  increased  in  offices.   With  respect  to   independent
remanufacturers  of used  Work  Stations,  the  Company  believes  that the vast
majority of such  remanufacturers  are local operations serving a single city or
metropolitan area from a single sales office.

     Since  the  mid-1980s,   end-users  have  had  four  primary  options  when
considering changes in their existing Work Stations:  (i) acquire upgraded power
components,  new fabric and panel trim from the Work Station  manufacturer to be
retrofitted on existing Work Stations,  frequently during  installation in a new
facility;  (ii) acquire new Work  Stations from a  manufacturer  or dealer while
disposing of existing furniture and Work Stations to a broker or remanufacturing
company;  (iii) acquire  remanufactured Work Stations while disposing of the old
furniture and Work Stations to brokers or the  remanufacturer;  and (iv) acquire
"as is" Work Stations.

     The business of  remanufacturing  Work Stations  grew  steadily  during the
1990's and is  expected  by the  Company  to do so in the  2000's.  The  Company
believes  this growth is  principally  due to the greater  availability  of high
quality  remanufactured Work Stations at prices below manufacturers' retail list
prices for new Work  Stations,  thereby  providing  end-users  with  substantial
value. In addition, the growth of the remanufacturing business has been assisted
by the increased  availability of used Work Stations for  remanufacturing.  Used
Work  Stations  have become more  readily  available  in recent  years due to an
increased base of installed Work Stations and corporate  events such as mergers,
acquisitions,   divestitures,  downsizings  and  relocations.  The  adoption  of
recycling  programs  or  policies  by  businesses  has also been a major  factor
leading to increased demand for remanufactured Work Stations.

Overview of the Company's Operations

     The Company's  primary business is the remanufacture of modular office Work
Stations.  The Company purchases used Work Stations from end-users,  brokers and
dealers and transports the Work Stations to its facilities in Richmond, Virginia
and Lansing,  Michigan.  The Work  Stations  are  disassembled,  inventoried  by
component  parts and stored.  The Company then  restores the used Work  Stations
through the  remanufacturing  process to meet customers' needs.  Remanufacturing
usually includes  sanding,  painting,  laminating,  reupholstering  and updating
electrical components.

     The  Company's  design  staff  works  with  customers  to  optimize  use of
available  office space through  customized  space plans.  Customers are able to
choose from among  several  colors of paint,  over 300  laminates and over 1,000
different  fabrics.  After the initial sales call,  the Company  responds to the
customer's  needs with a proposal  which includes a computer aided design of the
space, the number of Work Stations and the cost,  typically within 72 hours. The
Company has the ability to generate  proposals  at the  customer's  site using a
personal  computer,  or in the case of  complex  designs,  maintains  a group of
in-house  designers.  Once a purchase order is received,  the fabric selected by
the customer is applied to the panels,  and the various  components  of the Work
Stations are  assembled  for  shipping.  The Work Stations sold by the Company's
direct sales force are  installed  at the  customer's  offices by the  Company's
employees or by approved outside  installers giving the Company control over the
entire process.  The Company's  large inventory of disassembled  component parts
permits  shipping  generally  within two to four weeks of  receiving  a purchase
order,  depending on the product and fabrics required. The Company believes that
its ability to provide high quality Work Stations at discounted prices,  coupled
with its  emphasis on superior  customer  service  through its design  staff and
Company trained or approved  installers,  gives it a competitive  advantage over
manufacturers and other remanufacturers of Work Stations.

     The Company's Richmond,  Virginia and Lansing,  Michigan facilities include
all of the equipment required to remanufacture  Work Stations,  including closed
and  open  painting  and  drying  booths  as well as  sanding,  woodworking  and
reupholstering  equipment.  Plant  layout has been  designed to  facilitate  the
efficient flow of materials and streamline the  remanufacturing  process through
disassembly,  storage,  remanufacturing  and shipping.  Quality  control for the
remanufactured  products  occurs at various  stages  during the  remanufacturing
process,  including the final quality control verifications at shipment and upon
installation.

     The Company sells Work Stations  primarily  through fourteen  Company-owned
direct  sales  offices.  The  Company  believes  that each of the fifty  largest
metropolitan  areas  of the  United  States  will  support  a sales  office.  In
marketing  its  products,  the Company  utilizes  several  innovative  programs,
including its asset  banking  program,  which allows  customers to trade-in used
Work Stations in exchange for a credit towards future  purchases.  Additionally,
the Company sells products  through certain  authorized  dealers  throughout the
country.

Products

     The Company's principal product is remanufactured Herman Miller and Haworth
Work Stations.  The Company  anticipates that it will begin to remanufacture and
sell remanufactured  Steelcase Work Stations by the end of the second quarter of
2000 with the product rollout anticipated at NeoCon, a trade show, in June.

     The Company believes that Work Stations offer  significant  advantages over
the traditional  desk,  free-standing  file and permanent drywall office layout.
Work  Stations  enable  businesses to house more people in a given space because
Work Stations combine moveable panels,  work surfaces,  storage units,  lighting
and electrical  distribution  into a single  integrated  unit. The end result is
less square feet of office space per worker and, therefore, lower facility costs
per employee.

     Work  Stations  often are  acoustically  treated to provide  conversational
privacy  required by closer  quarters.  Because Work Stations  usually are lower
than ceiling height, lighting, heating, ventilation and air conditioning are not
confined to individual  spaces,  allowing  distribution among more workers which
reduces building operating costs. Work Stations incorporate electrical circuitry
necessary to operate computers and telecommunications  equipment.  The Company's
Work   Stations  meet  the  safety   standards   established   by   Underwriters
Laboratories. The Company believes it is one of only a few remanufacturers whose
Work Station components are listed with Underwriters Laboratories.

     Manufacturers  and  remanufacturers  customize Work Stations to accommodate
specific job  functions.  Each  manufacturer  offers its Work  Stations  with or
without  power access in a variety of panel  heights,  widths,  paint colors and
fabrics.  Work  surfaces,  drawer and file  pedestals,  storage  components  and
accessories are offered with various size and finish options.

     The core of the Work  Station  is a panel  two  inches  thick  with  widths
varying  from 12 inches to 60 inches.  Heights vary from 34 inches to 96 inches.
The panel  frame may be covered  with a laminated  surface or, most  frequently,
fabric over an acoustical  batting to which removable,  slotted steel side rails
and top caps are  attached to  accommodate  the  customized  interconnection  of
panels and the hanging of work surfaces or other components.  Electrical outlets
and space for telephone and computer  cables are provided by removable  raceways
of metal and plastic  attached at the base of the panel.  The Company also sells
certain  products  which allow  telephone  and computer  cables to be mounted at
worksurface height.

     In addition to Work  Stations,  the Company  also sells new office  chairs,
desks and other case goods purchased from some pre-selected  strategic partners.
The Company continues to develop relationships and partnerships with its vendors
to enhance the quality and cost-effectiveness of these products.

Inventory

     The number of installed Work Stations has increased  steadily over the past
twenty-five years and is now believed to exceed 30 million. The gradual aging of
this installed base of Work Stations has resulted in the increased  availability
of used Work  Stations  for  remanufacturing.  The  Company  continuously  seeks
opportunities  to  purchase  used Work  Stations  throughout  the United  States
through  competitive bids or private  negotiations  with end-users,  brokers and
dealers.

     Manufacturers  of new Work Stations  have  developed  trade-in  programs to
assist their dealers in encouraging their customers to purchase the most current
products.  Trade-ins  also have been used to entice  customers  of  dealers  and
manufacturers  to trade-in a  competitor's  Work Stations for new Work Stations.
While  each  manufacturer  has a slightly  different  approach  to the  trade-in
market, all frequently contact a list of brokers or remanufacturers, such as the
Company, to solicit the highest bid for the entire inventory.

     At the time the  Company  purchases  inventory,  it  disassembles  the Work
Stations and ships the  disassembled  Work Stations to its facilities  where the
Company  determines  whether the parts should be cleaned and sold as part of its
"as is"  sales  program  or  remanufactured  and  stored as  inventory  and sold
thereafter.  The Company  strives to ship all of its  customers'  orders in four
weeks or less. The Company initiated a two week lead time program to accommodate
shorter lead times from customers  that will use a limited  selection of fabrics
and laminates.  The Company also has the ability to purchase or produce  certain
strategic  new  parts  and  accessories  which  are in short  supply in the used
furniture  market,  thereby  eliminating  the need to purchase  additional  Work
Stations  for  these  specific  parts.  The  Company  believes  its  ability  to
opportunistically  acquire used Work Stations at attractive prices and hold them
for future sale gives it a competitive advantage over other remanufacturers with
less capital.

     The Company utilizes a computerized  inventory  control system which serves
its sales, production, shipping and accounting functions. The system enables the
Company to continually  monitor its inventory of component  parts,  to determine
its needs for additional  purchases of used Work Stations,  to track its work in
process and to facilitate the prompt delivery of remanufactured Work Stations to
its customers.

Distribution

     Sales  Offices.  The Company  currently  operates  fourteen  sales offices,
including the  Company's two new sales  offices,  in the  metropolitan  areas of
Richmond,  Washington D.C., Atlanta, Nashville, Chicago, New York, Philadelphia,
Raleigh,  Norfolk,  Cincinnati,  Lansing and Detroit. In early 2000, the Company
opened  sales  offices in  Indianapolis  and Mexico  City,  Mexico.  The Company
believes that  marketing  and  distributing  its Work Stations  through a direct
sales  force  located  in  geographically  dispersed  sales  offices  gives it a
competitive  advantage  over  independent  remanufacturing  competitors  who are
typically local companies with limited sales and  distribution  capacity outside
of  their  immediate  market  area.  Approximately  80% of the  Company's  sales
historically   have  been  made  to  end-users  by  the   Company's   own  sales
representatives. In 2000, the Company intends to continue its focus on improving
the  performance of its existing sales  offices,  opening new sales offices,  as
well as broadening its product line.

     Marketing and  distributing  its Work Stations  through its own sales staff
allows  the  Company  to  eliminate  the  costs  and  additional  price  mark-up
associated  with  wholesale  distribution,  as well as  enabling  the Company to
retain direct control and oversight of its products and the selling  process.  A
direct sales force also permits the Company to deliver  quality  service to each
customer through its design and installation programs.

     Dealer Network. In addition to its own sales staff, the Company maintains a
dealer network in those markets that are not sufficiently developed to support a
sales office or in larger  markets to supplement the efforts of the direct sales
force.  The dealer  network  allows the  Company to market  Work  Stations  on a
cost-effective basis to a large number of businesses which may not be reached by
the Company's sales  representatives.  Approximately  20% of the Company's sales
historically  have been made  through  dealers.  The Company  believes  that its
limited dealer network  complements its strategy of expanding  revenues  through
its own sales  offices.  All  dealer  agreements  are  non-exclusive  and may be
terminated at any time.

     "As Is" Sales.  A small but  profitable  portion of the Company's  sales is
made to  brokers,  end-users  and  others  who buy used Work  Stations  from the
Company  on an "as is"  basis.  The  Company's  "as  is"  program  involves  the
selective  purchase of used Work Stations in good  condition that do not require
substantial repair or other alteration. The "as is" program appeals to customers
seeking sizable quantities of quality Work Stations at "budget" prices.

Sales and Marketing

     General.  The Company's sales and marketing  strategy relies primarily upon
producing quality products at competitive prices and providing superior customer
service. Each sales office advertises through direct mail, newspapers,  business
magazines and journals. The Company often uses booth displays at trade shows for
national  organizations  of purchasing  managers,  facility  managers,  interior
designers, architects and local business groups. The Company is firmly committed
to advertising and constantly  re-evaluates the most efficient means of reaching
prospective customers.

     The Company's  marketing also emphasizes its commitment to the environment.
Through its  remanufacturing  process,  the Company  reuses or recycles  several
million  pounds of office systems  furniture  each year that might  otherwise be
deposited  in  landfills.  Some  companies  have adopted  recycling  policies or
programs that require those businesses to purchase  recycled products in varying
quantities.  Because the Company's  remanufactured  Work Stations are a recycled
product,  the Company may have a marketing  advantage over  manufacturers of new
Work Stations.

     Asset Banking. The Company developed its asset banking program in 1994 as a
means to offer  additional  services  to larger  middle  market and  Fortune 500
businesses who  reconfigure,  dismantle and warehouse  large  quantities of Work
Stations  as an ongoing  part of their  operations.  The asset  banking  program
allows  businesses to trade-in used Work Stations by "depositing"  them with the
Company in exchange for a "credit"  toward  future  purchases  of the  Company's
remanufactured Work Stations. Work Stations "deposited" by customers become part
of the Company's  inventory of used Work  Stations  that can be  remanufactured.
When  a  business  with  a  "credit"   chooses  to  purchase  Work  Stations  at
then-prevailing prices, the customer can make a complete or partial "withdrawal"
from its account to pay for the Work  Stations.  The effect of the program is to
make a customer's used Work Stations a renewable asset.  The program  eliminates
the customer's inventory, storage and maintenance costs for Work Stations not in
use,  while at the same  time  positioning  the  Company  for a future  sale and
increasing the Company's  inventory which can be immediately  remanufactured and
sold. The Company also provides value-added services, such as design and project
management,  without charge to the customer to enhance the attractiveness of the
program.  The Company is currently  able to offer both Herman Miller and Haworth
Work Stations in the program and anticipates  adding  Steelcase Work Stations to
the program.

     Rental  Program.  The Company's  rental  program  offers an  alternative to
ownership of Work  Stations.  Under the rental  program,  the Company rents Work
Stations  for a minimum  term of six months.  Rates  charged by the Company vary
with the term of the rental,  with higher rates being  charged for terms of less
than one year. Rent payments typically are due monthly from customers during the
term of the rental. Upon expiration of the term of the rental, the Work Stations
are returned to the Company and can be rented again or remanufactured  and sold.
The rental program is an attractive alternative for those customers with capital
spending  constraints.  In addition,  customers  who wish to evaluate  long-term
furniture  requirements are able to defer a commitment to purchase Work Stations
while meeting their  short-term  requirements for office  furniture.  The rental
program has not contributed  significantly to the Company's past revenues due to
the limited number of rentals which have occurred to date under the program.

     Government Services  Administration.  The United States Government Services
Administration  ("GSA") in 1996  approved  the  Company's  inclusion  on the New
Introductory  Schedule  as a  distributor  of Work  Stations  and other  related
products and services to the federal government. This has enabled the Company to
sell its  remanufactured  Work  Stations  to the federal  government  as well as
develop a previously  untapped  source of supply  through  trade-ins  and "asset
banking".  The GSA program was a solid contributor to 1999 sales volumes and the
Company believes that it can continue to expand this program.

Customers

     The  Company's  customers  range  from  small  businesses  to  Fortune  500
companies.  The average size of a customer order is approximately  $25,000.  The
Company  is not  dependent  upon any  single  customer  or any  single  group of
customers for a significant  portion of its sales. In 1999, the largest customer
accounted for less than 5% of sales. The loss of any one customer would not have
a material adverse effect on the Company.

Competition

     The Company  experiences  intense  competition in both the purchase of used
Work  Stations  and the sale of  remanufactured  and "as is" Work  Stations.  In
purchasing used Work Stations, the Company competes with manufacturers, dealers,
brokers and other remanufacturers.  The competition between  remanufacturers and
either  manufacturers  or  dealers  generally  takes  place in  connection  with
trade-ins  by end-users of used Work  Stations  for new Work  Stations.  Brokers
typically  purchase  used Work  Stations for resale to end-users  and  customers
which may include the Company,  while other  remanufacturers  generally purchase
Work Stations for their own remanufacturing activities.

     The  Company  competes  with  manufacturers,  dealers,  brokers  and  other
remanufacturers  in the sale of its  remanufactured  and "as is" Work  Stations.
Competition  is  primarily  based upon  price,  delivery,  design,  quality  and
customer service. Certain manufacturers, such as Steelcase,  remanufacture their
own brand of used Work Stations for resale to customers. These manufacturers and
their  dealers are able to offer both new and  remanufactured  Work  Stations to
customers.  The  Company  believes  it has a  competitive  advantage  over  such
manufacturers and other  remanufacturers due to its direct sales force, pricing,
customer service and commitment to reusing product.  However,  manufacturers and
dealers of new Work  Stations  have  certain  competitive  advantages  including
established distribution channels and marketing programs,  substantial financial
strength, long-term customers and ready access to component parts. Manufacturers
also can sell new Work Stations at very substantial  discounts which reduces the
Company's pricing advantage.

     The Company believes it is the largest  independent  remanufacturer of Work
Stations in the United States based on gross revenues.  Unlike most  independent
remanufacturers,  which are typically local operations  serving a single city or
metropolitan  area from a single  sales  office,  the Company is able to compete
effectively in many markets through its distribution  channels. The Company also
believes  that its  remanufacturing  services  are more  comprehensive  than the
services provided by most other  remanufacturers.  Many remanufacturers  provide
minor  repair  services,  but  lack  the  personnel,  equipment  and  facilities
necessary to completely  remanufacture Work Stations.  The Company's  production
facilities include all of the equipment required to produce  remanufactured Work
Stations including  sanding,  painting,  drying,  woodworking and reupholstering
equipment.



Intellectual Property

     The  Company  is the  owner of a  service  mark  for  "Open  Plan  Systems"
registered with the United States Patent and Trademark  Office.  The Company has
no trademarks or patents.

     Original  equipment  manufacturers  have obtained United States' patents on
certain component parts and design and manufacturing  processes  associated with
their own Work Stations.  Management of the Company believes its remanufacturing
of Work  Stations  does not infringe  any patents  held by these  manufacturers.
However, there can be no assurance that infringement claims will not be asserted
against  the  Company.  If such claims were  asserted,  the Company  could incur
significant  costs and diversion of resources  defending such claims and, in the
event the  Company  did not  prevail in its  defense,  the  Company  could incur
substantial  damages that could have a material  adverse effect on the Company's
financial condition and results of operations.

     The Company  intends to continue to review existing  patents  applicable to
Work Stations in the ordinary course of its business.

Seasonality and Backlog

     The Company  currently has no discernable  pattern of seasonality.  Because
the Company recognizes  revenues upon shipment and typically ships Work Stations
within three weeks of an order, a substantial  portion of the Company's  revenue
in each quarter results from orders placed by customers during that quarter.  As
a result,  the  Company's  revenues and profits are difficult to predict and may
fluctuate  from  quarter to  quarter.  The Company  typically  does not have any
significant  backlog of customer  orders  because it  generally  ships  products
within four weeks of receipt of an order. The Company's  backlog at December 31,
1999 was approximately $4,800,000.

Employees

     As of December  31,  1999,  the Company  had 204 full time  employees.  The
Company also had 3 part time employees.  The Company believes that its continued
success depends on its ability to attract and retain highly qualified personnel.
None  of  the  Company's  employees  are  covered  by  a  collective  bargaining
agreement.  The executive  officers and substantially all of the salespersons of
the  Company  have  agreed  that  they  will not  disclose  certain  proprietary
information of the Company, and upon termination,  will not solicit any customer
of the Company for two years and will not compete with the Company for one year.
The Company considers its relations with employees to be good.

Government Regulation

     The  Company's  operations  are subject to a variety of federal,  state and
local  environmental  laws and  regulations  including  those  which  limit  the
discharge,  storage, handling and disposal of hazardous materials. The Company's
principal  environmental  concerns relate to the handling and disposal of paints
and solvents.  Management  believes  that the Company is in material  compliance
with applicable federal, state and local environmental  regulations.  Compliance
with  these  regulations  has not in the past  had any  material  effect  on the
Company's earnings,  capital expenditures or competitive position;  however, the
effect  of such  compliance  in the  future  cannot be  determined.  Regulations
implementing  the federal Clean Air Act, as amended in 1990, may require reduced
emissions of volatile organic compounds and hazardous air pollutants,  including
certain emissions resulting from the Company's use of paints and solvents in the
remanufacturing  process.  As a result,  the  Company may be required to install
emission  controls or to institute changes in its  remanufacturing  processes in
order to comply with these reduced emission  standards.  The furniture  industry
and its suppliers  are  attempting  to develop  water-based  paint and finishing
materials to replace commonly-used organic-based paints and finishes which are a
major source of regulated  emissions.  The Company  cannot at this time estimate
the impact of these new standards on the Company's operations and future capital
expenditure requirements, or the cost of compliance.

     The Company's operations are also governed by laws and regulations relating
to work-place safety and worker health,  principally the Occupational Safety and
Health Act and accompanying  regulations and various state laws and regulations.
The  Company  does not believe  that future  compliance  with  current  laws and
regulations  will have a material  adverse effect on its financial  condition or
results of operations.

Insurance

     The Company  maintains  liability  insurance  policies covering a number of
risks,   including   business   interruption,    property,   commercial   crime,
comprehensive   general  liability  and  workers   compensation  and  employer's
liability  insurance.  The  Company  believes  that its  insurance  coverage  is
adequate.  During  1999,  the Company  terminated  certain  "key-man"  insurance
policies in the amount of $3,500,000  on the life of its former chief  executive
officer.  The Company used the proceeds to fund part of a stock  repurchase from
the executive.

Item 2.  .........Properties

     The  Company  leases  180,000  square  feet of  space  at its  facility  in
Richmond,  Virginia and 91,000  square feet of space at its facility in Lansing,
Michigan.  The  Richmond  lease  expires in July  2002.  The  Company  subleases
approximately  36,000  square feet at its Richmond  facility.  The Lansing lease
expires in September 2000,  subject to a one-year  renewal  option.  The Company
also  has  numerous   other  leases  for  its  sales  offices   throughout   the
jurisdictions in which it operates.  The Company owns  substantially  all of its
equipment,  including office and manufacturing  equipment.  The Company believes
that its properties are maintained in good operating  condition and are suitable
for its purposes.

Item 3.  .........Legal Proceedings

     A  portion  of the  potential  consideration  for the 1996  acquisition  of
Immaculate Eagle, Inc. (d/b/a TFM Remanufactured  Office  Furniture)("TFM")  was
87,500 shares of common stock of the Company,  which was placed in escrow,  with
an  agreed  upon  value  of  $1.3  million,   as  security  for  indemnification
obligations of the former  shareholders of TFM. In addition,  under the terms of
the TFM purchase  agreement,  if the closing sales price of the Company's common
stock on October 1, 1998 was less than $15 per share,  the Company was to make a
cash payment to the former  shareholders of TFM equal to the difference  between
the closing sales price on that date and $15, multiplied by the 87,500 shares of
common stock (subject to certain  adjustments,  including  claims by the Company
for  indemnification).  The Company's stock traded at $2.25 per share on October
1, 1998 and  accordingly  the  amount  potentially  payable  to the  former  TFM
shareholders was $1,115,625.

     Prior  to  October  1,  1998,   management  of  the  Company  reviewed  the
circumstances   of  the  TFM  acquisition  and  concluded  the   indemnification
obligations  of the former TFM  shareholders  exceeded the $1.3  million  agreed
value of the stock in escrow.  The Company served notice of the  indemnification
claims to the former TFM shareholders.  The former  shareholders of TFM disputed
the indemnification  claims and pursuant to the purchase  agreement,  the matter
went  to  arbitration.  Based  on  the  indemnification  claims,  the  aggregate
$1,115,625  difference  between the stock's  market price on October 1, 1998 and
the $15 value assumed in the TFM purchase  agreement was recorded as a reduction
in goodwill and shareholders' equity.

     In  December  1999,  the  arbitration  panel  ruled  that  the  former  TFM
shareholders  had breached their  warranties in three  instances and awarded the
Company $120,000.  As a result, the Company paid approximately $1 million to the
former TFM  shareholders,  which was  recorded as an increase in  goodwill.  The
former TFM  shareholders  were also awarded  reimbursement of certain legal fees
and other costs and those  amounts  are  included  in the  arbitration  costs of
$1,067,000 reflected in the consolidated statements of operations.


Item 4.  .........Submission of Matters to a Vote of Security Holders

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year covered by this report.

<PAGE>

                                     PART II


     Item  5.   .........Market  for  Registrant's  Common  Equity  and  Related
                         Stockholder Matters

     Market for Common Stock. The Company's Common Stock is listed on the Nasdaq
National  Market under the symbol  "PLAN." The  following  table shows,  for the
periods indicated,  the high and low sales prices per share for the Common Stock
as reported by the Nasdaq National Market.
<TABLE>
<CAPTION>
Calendar Year                                                                                High        Low
<S>  <C> <C>                                                                               <C>         <C>

     1998
         First Quarter ....................................................................$  3.50     $ 2.63
         Second Quarter....................................................................$  2.82     $ 1.94
         Third Quarter.....................................................................$  3.13     $ 2.06
         Fourth Quarter....................................................................$  3.00     $ 1.94
     1999
         First Quarter ....................................................................$  2.92     $ 2.12
         Second Quarter....................................................................$  3.13     $ 2.25
         Third Quarter.....................................................................$  2.50     $ 2.00
         Fourth Quarter....................................................................$  2.44     $ 2.00
     2000
         First Quarter (through March 16, 2000)............................................$  2.13     $ 1.31
</TABLE>

     As of March 16, 2000, there were  approximately  1,300 holders of record of
the Company's Common Stock.

     Dividend Policy.  Since the Company's  initial public offering in 1996, the
Company has not  declared or paid any cash  dividends  or  distributions  on its
common stock. The Company currently intends to retain earnings of the Company to
support  operations  and to finance  expansion and therefore does not anticipate
paying cash dividends on the Common Stock in the foreseeable future. The payment
of cash  dividends  in the future  will  depend  upon such  factors as  earnings
levels,  capital  requirements,  the  Company's  financial  condition  and other
factors deemed relevant by the Board of Directors.
<PAGE>

Item 6.           Selected Financial Data

     The following  table presents  selected  financial data for the Company for
each of the  five  years in the  period  ended  December  31,  1999.  All of the
selected  financial  data are  extracted  from the Company's  audited  financial
statements and should be read in conjunction  with the financial  statements and
the notes thereto included under "Item 8. Financial Statements and Supplementary
Data" of this Form 10-K.

<TABLE>
<CAPTION>

              Year Ended December 31                    1999        1998          1997           1996         1995
(in thousands, except per share amounts)
<S>                                                     <C>          <C>            <C>           <C>          <C>

Statement of Operations Data
Net Sales                                               $35,058      $33,676        $31,968       $22,398      $15,478
Cost of Sales                                            24,332       25,765         23,593        15,160       10,435
                                                     ----------- ------------ -------------- ------------- ------------
Gross Profit                                             10,726        7,911          8,375         7,238        5,043
Operating Expenses:
Amortization of Intangibles                                 213          275            275            70            -
Selling and Marketing                                     7,336        7,220          6,524         3,410        2,056
General and Administrative                                2,529        2,811          2,607         1,584          975
Arbitration Costs                                         1,067            -              -             -            -
Operational Restructuring                                     -        1,290              -             -            -
                                                     ----------- ------------ -------------- ------------- ------------
Total Operating Expenses                                 11,145       11,596          9,406         5,064        3,031
                                                     ----------- ------------ -------------- ------------- ------------
Operating (Loss) Income                                   (419)      (3,685)        (1,031)         2,174        2,012
Interest expense                                            201          236             70           141          163
Other (income) expense, net                                (24)           12           (84)         (284)         (36)
                                                     ----------- ------------ -------------- -------------
                                                                                                           ------------
(Loss) income before income taxes                         (596)      (3,933)        (1,017)         2,317       $1,885
                                                                                                           ============
(Benefit) provision for income taxes                    (1,378)            -          (269)           376
                                                     ----------- ------------ -------------- -------------
Net income (loss)                                          $782     $(3,933)         $(748)        $1,941
                                                     =========== ============ ============== =============

Pro forma Data
Pro forma income before income taxes                                                               $2,317       $1,885
Pro forma provision for income taxes                                                                  930          747
                                                                                             ------------- ------------
Pro forma net earnings                                                                             $1,387       $1,138
                                                                                             ============= ============
Income (loss) per share                                    $.17       $(.86)         $(.17)             -            -
                                                     =========== ============ ============== ============= ============
Pro forma net earnings per share                                                                     $.38         $.42
                                                     =========== ============ ============== ============= ============
Diluted weighted average shares outstanding               4,594        4,582          4,472         3,676        2,716
                                                     =========== ============ ============== ============= ============

Balance Sheet Data
Working capital                                           8,229        9,517         11,765        13,272        3,361
Total assets                                             23,619       20,005         26,314        23,710        9,009
Long-term debt                                              163            -              -           304          487
Shareholders' equity                                     15,455       15,346         20,043        20,791        4,327

</TABLE>

     The above pro forma income data reflects a provision for income taxes as if
the  Company's  earnings had been subject to federal and state income taxes as a
regular corporation for all years presented.

     Pro forma  earnings  per  common  share are based on the  weighted  average
common shares outstanding increased by the 270,000 shares of common stock deemed
to be  outstanding,  which  represents the  approximate  number of common shares
deemed sold by the Company at the  initial  public  offering of $10 per share to
fund  the  final  S-Corporation  distribution  of  $2,695,000  to the  Company's
shareholders.


<PAGE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations


1999 Compared to 1998

     Net Sales.  Net sales for the year ended  December  31, 1999  increased  to
$35.1  million  from $33.7  million for the year ended  December  31,  1998,  an
increase of 4.2%. The increased  volume was the result of continuing  demand for
remanufactured  office  systems and  increased  sales at ten of the Company's 12
sales offices. The Company's GSA and National Accounts business also contributed
to the  overall  1999  results.  These  results  were  despite the fact that the
Company shut down three sales offices  during 1998.  The Company also  benefited
from improved  retention of its sales people and the average experience level of
its sales people  increasing by almost one year during 1999. The Company's sales
strategy  remains focused on a direct sales force in those markets of sufficient
potential  to justify the  investment  required.  The Company  also  anticipates
additional contributions from its newly opened sales offices in Indianapolis and
Mexico City during 2000.

     Gross Margin.  The Company's  gross margin  increased  from $7.9 million or
23.5% for the year ended  December  31,  1998 to $10.7  million or 30.5% for the
year ended December 31, 1999. The Company's  margins  improved as cost reduction
activities  continued  to be  implemented.  The Company  benefited  from reduced
warehousing  space and  consolidation  of  certain  purchasing  activities.  The
Company  is now  experiencing  the cost  savings  that  were  expected  from the
operational restructuring in the prior year.

     The Company is continuing to analyze its  procurement  options with a major
emphasis on determining the best,  most efficient  manner of procuring each item
used in the manufacture and production of its product offerings. The Company has
implemented a three-pronged  approach to product  acquisition.  The Company will
continue to purchase  product on the used furniture market when the cost of such
product does not exceed certain pricing thresholds, it will purchase new product
to meet demand when the purchase price is less than that of  remanufacturing  or
manufacturing the part, and it will manufacture certain component parts where it
is  economically  advantageous  to do so. During 1999, the Company  successfully
implemented  a strategy of  reducing  the cost of its  remanufactured  products.
Additionally, the Company believes that it can continue to trim inventory levels
in 2000.

     Operating Expenses.  Selling expenses increased by 1.4% to $7.3 million for
the year ended  December 31, 1999 from $7.2 million for the year ended  December
31, 1998.  Selling  expenses,  however,  decreased as a percentage of sales. The
increase in selling expenses was the result of the Company's efforts to grow the
business  during the second half of 1999.  The Company  increased its visibility
through targeted marketing  programs,  a new sales and marketing brochure and by
becoming more visible in trade shows.  When the Company opens new sales offices,
it typically  takes several years to generate  enough sales to provide  targeted
returns.  New sales offices are therefore  initially a drain on Company  profits
and the Company plans to carefully  manage the timing of future  openings of new
sales  offices.  As indicated  earlier,  the Company has opened sales offices in
Indianapolis  and Mexico City in the first  quarter of 2000 and expects  selling
expenses in relation to sales to remain  somewhat higher than normal until these
offices begin to fully impact revenues and gross margins.

     General and administrative  expenses decreased by 10.7% to $2.5 million for
the year ended  December 31, 1999 from $2.8 million for the year ended  December
31, 1998.  This was primarily  related to decreases in corporate  management and
personnel expenses as the result of the Company's  restructuring in 1998. During
1999, the Company incurred significant litigation and severance expenses related
to two former officers of the Company.  This litigation was resolved in December
1999 with the Company  ultimately  paying $85,000 in severance to the two former
officers. The Company does not believe that general and administrative  expenses
will change  materially  from 1999 levels even as the Company  reinstitutes  its
geographic expansion efforts.

     Arbitration  costs of  approximately  $1.1  million  in 1999  relate to the
indemnification  claims by the Company  against the former  shareholders of TFM,
which was acquired in 1996.  These costs  included  legal fees and other related
costs,  including  those  awarded  by the  arbitration  panel to the  former TFM
shareholders.  See Note 8 of the Notes to Consolidated  Financial Statements for
additional information relating to the arbitration proceeding.

     Other  Non-Operating  Income and Expenses.  Total other expenses  decreased
from  $248,000  for the year ended  December  31, 1998 to $177,000  for the year
ended December 31, 1999. The primary  reasons for the decrease is a reduction in
outstanding  borrowings  during  the year as the  Company  paid down its line of
credit and increased collections of finance charges on past due accounts.

     Income  Taxes.  The  Company  recorded a tax  benefit  for the year of $1.4
million as opposed to no benefit  being  recorded in 1998.  Prior to 1999,  as a
result of recent  operating losses and the uncertainty of the realization of the
potential tax benefits thereof,  the Company did not record potential income tax
benefits  of $1.3  million.  During  the  last  quarter  of  1999,  the  Company
determined  that it was more probable than not that these tax benefits  would be
realized and reversed the  valuation  allowance  associated  with the income tax
benefits.

     Net Income (Loss).  The net income for the year ended December 31, 1999 was
$782,000  versus a loss of $3,933,000  for the year ended December 31, 1998. The
net loss in 1998 was principally  caused by higher  production costs relative to
sales revenue, higher selling expenses and the operational restructuring charge.
The Company  benefited  in 1999 from  increased  margins,  reduced  expenses and
reversal of the  valuation  allowance  on income taxes with  offsetting  amounts
related to costs noted above related to increased litigation expenses, resulting
in an increase in net income.


1998 Compared to 1997

     Net Sales.  Net sales for the year ended  December  31, 1998  increased  to
$33.7  million  from $32.0  million for the year ended  December  31,  1997,  an
increase of 5.3%. The increased  volume was the result of continuing  demand for
remanufactured  office  systems and increased  sales at nine of the Company's 12
sales  offices.  Also  contributing  to the improved sales were shipments to the
federal  government which in large part offset a single major $1.4 million order
in 1997. During 1998, three sales offices were closed as part of the operational
restructuring  recorded in the second  quarter and discussed in detail below.  A
key element of the Company's  sales strategy  during the second half of 1998 was
the  return to a focus on the  Company's  core  remanufacturing  strategy  which
includes the remanufacture of Herman Miller and Haworth Work Stations.

     Operational  Restructuring.  The Company recorded a charge of $1,290,000 in
the second quarter of 1998. The  restructuring  charge of $1,290,000  recognized
the costs related to three  important  strategic  initiatives:  1) A return to a
focus on the core remanufacturing business; 2) streamlining and consolidation of
warehouse  operations;  and 3)  consolidation  of  existing  sales  offices  and
reductions in sales  training  staff.  Pursuant to the  restructuring  plan, the
Company refocused on producing  remanufactured product, reduced excess warehouse
space,   divested   certain  assets   associated   with  the  new  Work  Station
manufacturing  capabilities,  and  streamlined  operations and reduced sales and
administrative staffing by approximately 30 people.

     The restructuring charge recorded included approximately $400,000 for lease
termination costs,  $600,000 for asset writedowns,  and $100,000 for other costs
associated with streamlining operations. During the third and fourth quarters of
1998, the Company disposed of all fixed assets included in the restructuring and
incurred  substantially  all  of  the  severance  and  lease  termination  costs
associated with the restructuring plan.

     Under the restructuring plan, the Company reduced its warehousing  capacity
in Dallas, Atlanta,  Cincinnati and Richmond as well as at its Lansing, Michigan
facility.  The plan called for the  reduction  of 156,000  square feet of leased
warehouse  space.  Additionally,  the Company  divested  certain  metal  working
equipment and wrote off its  investment in new software  acquired to support new
furniture manufacturing  operations.  This supported the Company's return to its
focus on remanufacturing.

     As part of the sales office restructuring program implemented at the end of
the second  quarter of 1998,  the  Company  closed its sales  offices in Dallas,
Charlotte  and  Baltimore  and reduced  sales  training  staff in certain  other
markets. The sales offices closed contributed less than $800,000 in sales during
1998.  The thrust of this  program  was to reduce  the number of low  production
sales offices and personnel.

     Gross Margin.  The Company's  gross margin  decreased  from $8.4 million or
26.2% for the year ended December 31, 1997 to $7.9 million or 23.5% for the year
ended December 31, 1998. This was caused by increased  overhead costs during the
early  part of 1998 as well as higher  material  costs  and  lower  productivity
earlier in the year.  During the first half of 1998, the Company's  gross margin
percentage  was 17.5%.  The gross  margin  percentage  improved  to 29.1% in the
second  half  of  1998.  The  effect  of  the  restructuring  actions,  improved
manufacturing  productivity and other cost reduction  activities resulted in the
improved  margins.  In 1998,  the  Company  experienced  less price  discounting
pressure than in 1997.

     Operating Expenses. Selling expenses increased by 10.8% to $7.2 million for
the year ended  December 31, 1998 from $6.5 million for the year ended  December
31, 1997. Selling expenses also increased as a percentage of sales. The increase
in  selling  expenses  was  caused by the  Company's  efforts  in early  1998 to
increase  the size of its  sales  force  and  branch  office  network.  As noted
previously,  the Company restructured its sales efforts at the end of the second
quarter of 1998 to bring these costs more in line with expected  revenue  trends
and  provide a more solid base for future  growth.  When the  Company  opens new
sales  offices,  it typically  takes several  years to generate  enough sales to
provide targeted returns.  New sales offices are therefore  initially a drain on
Company  profits and the Company plans to carefully  manage the timing of future
openings of new sales offices.

     General and  administrative  expenses increased by 7.7% to $2.8 million for
the year ended  December 31, 1998 from $2.6 million for the year ended  December
31, 1997.  This was primarily  related to increases in corporate  management and
personnel  expenses  during the early part of 1998.  During  1998,  the  Company
incurred   significant   expenses  related  to  significant  changes  in  senior
management.  In  1997,  the  Company  dedicated  significant  resources  to  the
evaluation  of  potential  business  combinations  and  acquisitions  that  were
ultimately determined not to be good strategic fits for the Company. The Company
significantly  reduced  these  expenses in the latter part of 1998,  with second
half 1998 expenses down $555,000 from the first half of 1998.

     Other  Non-Operating  Income and  Expenses.  Total other income and expense
decreased from income of $14,000 for the year ended December 31, 1997 to expense
of $248,000 for the year ended December 31, 1998. The primary  reasons were that
the Company drew down its entire cash balance and borrowed on its line of credit
during  1997.  Bank debt  declined  from $2.8  million  at the end of the second
quarter of 1998 to $1 million by 1998 year-end.

     Income Taxes.  The Company recorded no tax benefit for 1998 as opposed to a
benefit of  $269,000  in 1997.  As a result of recent  operating  losses and the
uncertainty  of the  realization  of the  potential  tax benefits  thereof,  the
Company did not record  potential  income tax benefits of $1.3 million for 1998.
The deferred income tax asset of $1.3 million at December 31, 1998 was offset by
a valuation allowance.

     Net  Loss.  The net loss  for the year  ended  December  31,  1998 was $3.9
million  versus a loss of $748,000 for the year ended December 31, 1997. The net
loss was  principally  caused  by  higher  production  costs  relative  to sales
revenue, higher selling expenses and the operational restructuring charge.

Liquidity and Capital Resources

     Cash Flows from Operating  Activities.  Net cash provided by operations was
$762,000 for the year ended December 31, 1999 versus cash provided by operations
of $1.2  million for the year ended  December  31,  1998.  The  decrease in cash
provided by  operations  is due  primarily to the amounts spent on certain legal
proceedings  associated with two former  officers of the Company.  Inventory and
receivables  also increased  during 1999. The Company believes that it will make
progress  in 2000 in  reducing  inventory  levels.  The  Company's  increase  in
accounts receivable was primarily a function of higher fourth quarter sales.

     Cash Flows from Investing Activities. Net cash used in investing activities
was $1.8  million in 1999 versus $.4 million in 1998.  The increase in investing
activities was  principally the result of the $1.0 million payment to the former
officers  of the  Company  relating to the TFM  acquisition  with the  remaining
increase being  attributable  to  modernization  of the Company's truck fleet to
reduce maintenance and other associated costs.

     Cash  Flows from  Financing  Activities.  Net cash  provided  by  financing
activities was $999,000 in 1999 versus net cash used in financing  activities of
$912,000 in 1998.  During 1999, the Company  repurchased a net $673,000 of stock
from the Company's  founder and borrowed money to fund fixed asset  acquisitions
and payments to former  officers.  In 1998, the Company paid down amounts on its
line of credit as inventory levels decreased.

     Expected  Future Cash Flows.  The Company  anticipates  that  current  cash
balances plus cash flows from operating activities and borrowings under its line
of credit will be adequate to fund its short term and long term capital needs.

Impact of Year 2000

     In prior years, the Company discussed the nature and progress of efforts to
address the Year 2000 issue and the readiness of the Company's computer systems.
In 1999,  the Company  completed its  remediation  and testing of systems.  As a
result of its planning and implementation  efforts,  the Company  experienced no
significant   disruptions  in  mission  critical   information   technology  and
non-information  technology  systems and  believes  those  systems  successfully
responded to the Year 2000 date change.  The Company  spent less than $25,000 in
testing and  remediating  its systems.  The Company is not aware of any material
problems resulting from Year 2000 issues, either with its products, its internal
systems,  or the  products  and  services of third  parties.  The  Company  will
continue to monitor its mission critical computer  applications and those of its
suppliers  and vendors  throughout  the year 2000 to ensure that any latent Year
2000 matters that may arise are addressed promptly.


Seasonality, Impact of Inflation and Market Risk

     The Company has no discernable pattern of seasonality.  Because the Company
recognizes revenues upon shipment and typically ships Work Stations within three
weeks of an order,  a  substantial  portion of the  Company's  revenues  in each
quarter  results  from orders  placed by  customers  during that  quarter.  As a
result, the Company's results may vary from quarter to quarter.

     Inflation  has not had a  material  impact  on the  Company's  net sales or
income to date. However,  there can be no assurances that the Company's business
will not be affected in the future by inflation.

     The Company is also exposed to changes in interest rates primarily from its
revolving line of credit  arrangement;  however,  the Company's  exposure is not
considered  material to its financial  condition or results of  operations.  The
Company does not use derivatives.

Forward-Looking Statements

     The foregoing  discussion  and  description  of the Company's  business set
forth in Part I, Item 1 of this  Annual  Report on Form  10-K  contains  certain
forward-looking  statements,  which may be  identified  by phrases  such as "the
Company expects" or words of similar effect. In addition, from time to time, the
Company  may publish  forward-looking  statements  relating  to such  matters as
anticipated financial  performance,  business prospects and similar matters. The
Private  Securities  Litigation  Reform Act of 1995  provides a safe  harbor for
forward-looking statements. The following important factors, among other things,
in some cases have  affected,  and in the future  could  affect,  the  Company's
actual results and could cause the Company's actual results for fiscal year 2000
and any  interim  period  to  differ  materially  from  those  expressed  in any
forward-looking  statements  made by, or on behalf of, the Company.  The Company
assumes no duty to update any of the statements in this report.

     Potential  Limitations  on  Future  Growth.  The  Company  has  experienced
significant  growth  since  it  commenced  operations  in  1989.  The  Company's
continued  growth will be dependent in part on the  Company's  ability to manage
growth  effectively,  including the  improvement of the Company's  financial and
management information systems, the expansion of the Company's manufacturing and
remanufacturing  operations and the recruitment and retention of executive staff
and key employees.  The Company also will be required to manage working  capital
and  generate  cash  flow  from  operations  to meet the  needs of an  expanding
business.  There can be no assurances that the Company's  future growth will not
be limited by insufficient cash flow or the lack of adequate  financing required
to fund such growth.

     Impact of Customer Preferences and Technological Advances on Sales. Certain
potential customers may prefer new Work Stations to the Company's remanufactured
Work Stations due to various  factors,  including the more  developed and better
financed marketing efforts of new Work Station  manufacturers and such potential
customers'  reluctance  to purchase  remanufactured  products  because of image,
perceived  questions of quality or other  factors.  In  addition,  technological
advances  are  frequently  incorporated  into new Work  Stations  by the leading
manufacturers,  particularly with respect to electrical  circuits  necessary for
more advanced computer and telecommunications features. Although the Company has
the ability to incorporate these  technological  advances in its  remanufactured
Work Stations, any such incorporation may increase remanufacturing costs and may
reduce  the  price  advantage  of   remanufactured   Work  Stations  over  newly
manufactured Work Stations.

     Dependence  Upon Supply of Work Stations and Component  Parts.  The Company
presently  purchases  only used Herman  Miller and Haworth Work  Stations in its
remanufacturing  operations.  The Company  does not have any binding  agreements
relating to the  purchase of used Herman  Miller or Haworth  Work  Stations  for
remanufacturing  and generally purchases such used Work Stations from end-users,
brokers   and  dealers   through   competitive   bids  or  directly   negotiated
transactions. Although the Company in the past has not experienced a shortage of
used Work  Stations  at  competitive  prices,  the success of the Company in the
future will depend in part upon its continued  ability to obtain Herman  Miller,
Haworth and other  manufacturers'  used Work  Stations  for  remanufacturing  in
sufficient quantities and at competitive prices. While the Company believes that
the availability of used Work Stations for remanufacturing  will increase as the
installed  base of Work  Stations  increases  and ages,  there may be periods of
tight supply as the demand for used Work Stations  increases  which could have a
material adverse effect on the Company's business and profitability.

     The Company  also  purchases  new and used  component  parts for use in the
remanufacture of Work Stations.  Although the Company can manufacture certain of
the  component  parts needed to  remanufacture  Work  Stations,  there can be no
assurances  that shortages of certain  component parts or higher prices for such
parts  will not  occur in the  future.  An  inability  to  produce  or  purchase
necessary component parts in adequate quantities and at competitive prices could
have a  material  adverse  effect on the  Company's  results of  operations  and
financial condition.

     Dependence on Sales Office  Profitability.  The Company  depends heavily on
its sales  offices to provide  revenue  growth.  The  Company has opened two new
offices in 2000. The Company's  experience indicates that it takes several years
for a sales  office to  develop  adequate  sales  volumes to  generate  expected
returns.  Until that time, the Company's  selling expenses  increase faster than
the gross profit  generated from those sales. An inability to increase  revenues
of new sales offices to levels that would offset the continuing expenses of such
sales offices may adversely affect the profitability of the Company's business.

     No Assurance of Expansion of Product  Lines and  Business.  The Company has
concentrated  its business on  remanufacturing  Work  Stations  manufactured  by
Herman  Miller and  Haworth.  The Company is now  expanding  its product line to
include  Steelcase  Work  Stations.   The  Company  has  limited  experience  in
remanufacturing  Work  Stations of  manufacturers  other than Herman  Miller and
Haworth. Due to the differences in and lack of interchangeability of the various
Work Stations and certain  component parts produced by the major  manufacturers,
the Company's  expansion of its product line will require additional training of
production personnel,  the establishment of additional sources of supply of used
Work  Stations and  component  parts and, in some cases,  the  establishment  of
different remanufacturing  processes. As a result of these factors, there can be
no assurance  that the Company will be able to expand  successfully  its product
line or maintain its gross margins.

     Dependence Upon Primary Remanufacturing  Facilities.  The Company primarily
remanufactures  Herman  Miller  Work  Stations  at  one  facility  in  Richmond,
Virginia,  and  Haworth  Work  Stations at one  facility  in Lansing,  Michigan.
Although the Company  presently  maintains  $2,000,000 of business  interruption
insurance on the Richmond facility and $250,000 of such insurance on the Lansing
facility,  a  lengthy  interruption  of its  remanufacturing  operations  at the
Richmond  or Lansing  facilities  would have a  material  adverse  effect on the
Company's results of operations and financial condition.

     Tax Matters Associated with Prior S Corporation Status. Until May 31, 1996,
the Company had elected to be taxed under  Subchapter S of the Internal  Revenue
Code of 1986, as amended,  as an S Corporation  for federal and state income tax
purposes since its  incorporation in 1989.  Unlike a regular or "C Corporation,"
an S Corporation is generally not subject to income tax at the corporate  level;
instead,  the S Corporation's income is taxed on the personal income tax returns
of its  shareholders.  The Company's  status as an S Corporation  was terminated
upon commencement of its initial public offering. If the Company's S Corporation
status  were  denied for any periods  prior to this  termination  by reason of a
failure to satisfy the S Corporation election or eligibility requirements of the
Code,  the  Company  would be  subject  to tax on its  income  as if it were a C
Corporation for these periods. The payment of any such tax could have a material
adverse effect on the Company's financial condition and results of operations if
the  full  amount  thereof  is not  reimbursed  by  those  individuals  who were
shareholders  of  the  Company  prior  to  the  initial  public  offering.  Such
shareholders  have  agreed to pay  their pro rata  share of any such tax and any
applicable  interest,  penalties  and expenses in the event that the Company's S
Corporation  status  is denied  for any  taxable  periods  up to the date of the
termination of the Company's S Corporation status on May 31, 1996.

     Potential Fluctuations in Quarterly Results. Because the Company recognizes
revenues upon shipment and typically  ships Work Stations  within three weeks of
an order, a substantial portion of the Company's revenue in each quarter results
from orders placed by customers in that quarter. Accordingly,  quarterly revenue
levels are  subject  to  substantial  fluctuations  and are often  difficult  to
predict.  Fluctuations  in operating  results  could result in volatility in the
price of the Company's  Common Stock. If revenue levels are below  expectations,
operating results will be adversely affected.

     Competition.  Competition  in  the  Work  Station  segment  of  the  office
furniture industry is intense. The Company competes with many other companies in
the sale of its new and  remanufactured  products as well as in the  purchase of
"as  is"  Work   Stations  and   component   parts  for  use  in  the  Company's
remanufactured Work Stations.  In the sale of remanufactured Work Stations,  the
Company   competes   with   manufacturers   of  new  Work   Stations  and  their
remanufacturing  subsidiaries,  other independent remanufacturers and dealers of
"as is" Work  Stations.  In the  purchase  of used  Work  Stations  that are the
primary source of the Company's supply for its remanufacturing  operations,  the
Company  competes  with  the  manufacturers  of  new  Work  Stations  and  their
remanufacturing  subsidiaries,  both  of  which  sometimes  provide  a  trade-in
allowance to purchasers of their products, other independent remanufacturers and
Work Station brokers and dealers.

     Sales of the Company's remanufactured Work Stations depend on maintaining a
successful  balance  between  price and  quality so that its Work  Stations  are
positioned  in the  marketplace  to provide a product that is (i)  comparable or
superior in quality,  design and appearance to higher cost new Work Stations and
(ii)  superior in quality,  features and  appearance  to lower cost "as is" Work
Stations.  Failure by the Company to  maintain  this  balance  due to  increased
competition  in either the  purchase or sale of Work  Stations  could  adversely
affect  the  Company's   business.   Additionally,   certain  of  the  Company's
competitors have greater financial, technical,  manufacturing,  marketing, sales
and other resources than the Company.

     Environmental Regulations.  The Company is subject to a variety of federal,
state and local governmental  regulations related to the storage, use, discharge
and disposal of toxic,  volatile or otherwise  hazardous  chemicals  used in its
manufacturing processes.  Regulations implementing the federal Clean Air Act, as
amended in 1990, may require reduced emissions of volatile organic compounds and
hazardous  air  pollutants,  including  certain  emissions  resulting  from  the
Company's  use of paints  and  solvents  in the  remanufacturing  process.  As a
result, the Company may be required to install emission controls or to institute
changes in its  remanufacturing  processes in order to comply with these reduced
emission  standards.  There can be no assurance  that these and other changes in
environmental  regulations in the future will not result in the need for capital
expenditures or otherwise impose financial burdens on the Company. Further, such
regulations could restrict the Company's  ability to expand its operations.  Any
failure by the Company to obtain  required  permits for,  control the use of, or
adequately  restrict the discharge  of,  hazardous  substances  under present or
future  regulations could subject the Company to substantial  liability or could
cause its manufacturing operations to be suspended. Such liability or suspension
of  manufacturing  operations  could  have  a  material  adverse  effect  on the
Company's results of operations and financial condition.

     Risk of  Patent  Infringement  Claims.  Newly  manufactured  Work  Stations
contain numerous patented component parts.  Although the Company is not aware of
any existing or threatened  patent  infringement  claims asserted against it and
does not  believe  that  its  remanufacturing  of Work  Stations  infringes  the
proprietary  rights  of  any  third  parties,  there  can be no  assurance  that
infringement claims will not be asserted against the Company.  In addition,  the
Company  manufactures or purchases certain new and used component parts included
in its remanufactured Work Stations.  To the extent that such activities involve
purchasing or manufacturing component parts similar to patented component parts,
the  Company  could  become  subject  to claims of  patent  infringement  if the
manufacture or use of such component parts  infringed the proprietary  rights of
third  parties.  In addition,  the existence of third party  proprietary  rights
could limit the  Company's  ability to produce or use certain  component  parts.
Damages for violation of third party proprietary rights could be substantial and
could have a material  adverse effect on the Company's  financial  condition and
results of operation.  Regardless of the validity or the successful assertion of
such  claims,  the  Company  would  incur  significant  costs and  diversion  of
resources with respect to the defense thereof.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     Information  with  respect  to this  Item is  included  under  the  caption
"Seasonality, Impact of Inflation and Market Risk" of this Annual Report on Form
10-K.
<PAGE>

Item 8.           Financial Statements and Supplementary Data

     The following audited consolidated  financial statements of the Company are
included in this report:

         Report of Independent Auditors

         Consolidated Balance Sheets at December 31, 1999 and 1998

         Consolidated Statements of Operations for the Years Ended
           December 31, 1999, 1998 and 1997

         Consolidated Statement of Shareholders' Equity for the Years Ended
           December 31, 1999, 1998 and 1997

         Consolidated Statements of Cash Flows for the Years Ended
           December 31, 1999, 1998 and 1997

         Notes to Consolidated Financial Statements

<PAGE>



Report of Independent Auditors


Board of Directors and Shareholders
Open Plan Systems, Inc.

We have  audited  the  accompanying  consolidated  balance  sheets  of Open Plan
Systems,  Inc.  as of December  31,  1999 and 1998 and the related  consolidated
statements of operations,  shareholders'  equity, and cash flows for each of the
three years in the period ended  December 31, 1999. Our audits also included the
financial  statement schedule listed at Item 14(a).  These financial  statements
and  schedule  are  the   responsibility  of  the  Company's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Open Plan Systems,
Inc.  at  December  31,  1999 and  1998,  and the  consolidated  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United  States.  Also, in our opinion,  the related  financial  statement
schedule, when considered in relation to the basic financial statements taken as
a whole,  presents  fairly,  in all material  respects the information set forth
therein.




                                                /s/ ERNST & YOUNG LLP

Richmond, Virginia
February 4, 2000, except for
the last sentence in Note 5
as to which the date is
March 13, 2000.
<PAGE>
                             OPEN PLAN SYSTEMS, INC.
Consolidated Balance Sheets
(amounts in thousands)
<TABLE>
<CAPTION>

                                                                              December 31,
                                                                       1999              1998
                                                                -------------------------------------
<S><C>                                                              <C>                 <C>

Assets
Current assets:
   Cash and cash equivalents                                        $        13         $        2
   Accounts receivable, net                                               7,144              6,289
   Inventories (Note 3)                                                   7,862              6,908
   Prepaids and other                                                       638                672
   Refundable income taxes                                                  188                305
   Deferred income taxes (Note 7)                                           385                  -
                                                                -------------------------------------
Total current assets                                                     16,230             14,176

Property and equipment, net (Note 4)                                      2,272              2,288
Goodwill, net  (Note 1)                                                   3,898              3,075
Deferred income taxes (Note 7)                                            1,093                  -
Other                                                                       126                466
                                                                -------------------------------------
Total assets                                                             $23,619            $20,005
                                                                =====================================


Liabilities and shareholders' equity
Current liabilities:
   Revolving line of credit (Note 5)                                     $2,419             $  952
   Trade accounts payable                                                 3,464              1,995
   Accrued compensation                                                     238                263
   Other accrued liabilities                                                813                429
   Customer deposits                                                      1,005              1,000
   Current portion of long-term debt                                         62                 20
                                                                -------------------------------------
Total current liabilities                                                 8,001              4,659

Long-term debt                                                              163                  -
Deferred income taxes (Note 7)                                                -                  -
                                                                -------------------------------------
Total liabilities                                                         8,164              4,659

Shareholders' equity (Notes 6 and 8):
    Preferred stock, no par value:
     Authorized shares - 5,000
     Issued and outstanding shares - none
                                                                              -                  -
   Common stock, no par value:
     Authorized shares - 50,000
     Issued and outstanding shares - 4,403 - 1999                        18,651             19,324
                                   - 4,672 - 1998
   Additional capital                                                       137                137
   Accumulated deficit                                                   (3,333)            (4,115)
                                                                -------------------------------------
Total shareholders' equity                                               15,455             15,346
                                                                -------------------------------------
Total liabilities and shareholders' equity                               $23,619            $20,005
                                                                =====================================
</TABLE>

see accompanying notes to consolidated financial statements.


<PAGE>

OPEN PLAN SYSTEMS, INC.
Consolidated Statements of Operations
(amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>


                                                                                 Years Ended December 31,
                                                                           1999            1998            1997
                                                                     -------------------------------------------------
<S><C>                                                                      <C>              <C>             <C>
Net sales                                                                   $35,058          $33,676         $31,968

Cost of sales                                                                24,332           25,765          23,593
                                                                     -------------------------------------------------
Gross profit                                                                 10,726            7,911           8,375

Operating expenses:
   Amortization of intangibles                                                  213              275             275
   Selling and marketing                                                      7,336            7,220           6,524
   General and administrative                                                 2,529            2,811           2,607
   Arbitration costs                                                          1,067                -               -
   Operational restructuring                                                      -            1,290               -
                                                                     -------------------------------------------------
                                                                             11,145           11,596           9,406
                                                                     -------------------------------------------------
Operating loss                                                                 (419)          (3,685)         (1,031)

Other (income) expense:
   Interest expense                                                             201              236              70
   Interest income                                                              (23)             (12)            (68)
   Other, net                                                                    (1)              24             (16)
                                                                     -------------------------------------------------
                                                                                177              248             (14)
                                                                     -------------------------------------------------
Loss before income taxes                                                       (596)          (3,933)         (1,017)

Benefit for income taxes (Note 7)                                            (1,378)               -            (269)
                                                                     -------------------------------------------------
Net income (loss)                                                           $   782          $(3,933)        $  (748)
                                                                     =================================================


Basic and diluted income (loss) per share                                     $ .17           $ (.86)         $ (.17)
                                                                     =================================================
Diluted weighted average common shares outstanding                            4,594            4,582           4,472
                                                                     =================================================
Basic weighted average common shares outstanding                              4,593            4,582           4,472
                                                                     =================================================

</TABLE>
See accompanying notes to consolidated financial statements.

<PAGE>
OPEN PLAN SYSTEMS, INC.
Consolidated Statements of Shareholders' Equity
Years ended December 31, 1999, 1998 and 1997
(amounts in thousands)

<TABLE>
<CAPTION>
                                                                 Common           Additional         Retained
                                                                  Stock            Capital           Earnings            Total
                                                                                                    (Deficit)
                                                           -------------------------------------------------------------------------
<S>           <C>                                               <C>                   <C>               <C>               <C>

              Balance at December 31, 1996                       $20,088            $137                $566              $20,791


              Net loss for 1997                                     -                 -                 (748)                (748)
                                                           -------------------------------------------------------------------------

              Balance at December 31, 1997                        20,088             137                (182)              20,043

              Issuance of common stock (Note 6)                      352              -                   -                   352

              Reduction  in  connection  with prior  year's
              acquisition (Note 8)                                (1,116)             -                   -                (1,116)

              Net loss for 1998                                     -                 -                (3,933)             (3,933)
                                                           -------------------------------------------------------------------------

              Balance at December 31, 1998                        19,324             137               (4,115)             15,346

              Issuance of common stock (Note 6)                      400              -                   -                   400

              Purchase of common stock (Note 6)                   (1,073)             -                   -                (1,073)

              Net income for 1999                                   -                 -                   782                 782
                                                           -------------------------------------------------------------------------

              Balance at December 31, 1999                       $18,651             $137             $(3,333)            $15,455

</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>

OPEN PLAN SYSTEMS, INC.
Consolidated Statements of Cash Flows
(amounts in thousands)

<TABLE>
<CAPTION>

                                                                                         Year Ended December 31,
                                                                                   1999            1998            1997
                                                                            --------------------------------------------------
<S>   <C>                                                                     <C>               <C>            <C>

 Operating activities
 Net income (loss)                                                            $         782     $      (3,933) $        (748)
 Adjustments to reconcile net income (loss) to net cash
      provided by (used in) operating activities:
      Provision for losses on receivables                                                57               166             59
      Depreciation expense                                                              760               788            631
       Amortization expense                                                             213               275            275
       Operational restructuring                                                          -             1,290              -
      Loss on disposal of property and equipment                                         10                18             23
      Deferred income taxes                                                          (1,478)               (4)           (50)
      Changes in operating assets and liabilities:
        Accounts receivable                                                            (912)             (969)          (293)
        Inventories                                                                    (954)            3,847         (3,973)
        Prepaids and other current assets                                                34                 1           (255)
          Refundable income taxes                                                       117               490           (410)
          Other non-current assets                                                      300               (60)          (151)
        Trade accounts payable                                                        1,469              (416)           954
        Customer deposits                                                                 5               159            186
        Accrued and other liabilities                                                   359              (458)           276
                                                                            ---------------------------------------------------
 Net cash provided by (used in) operating activities                                    762             1,194         (3,476)

 Investing activities
 Proceeds from sale of property and equipment                                            33               131             12
 Arbitration payment for 1996 acquisition                                              (996)                -              -
 Purchases of property and equipment                                                   (787)             (484)        (1,461)
                                                                            ---------------------------------------------------
 Net cash used in investing activities                                               (1,750)             (353)        (1,449)

Financing activities
Net borrowings (repayments) on revolving lines of credit                              1,467            (1,158)         2,110
Proceeds from long-term debt                                                            247                 -              -
Principal payments on long-term debt and capital lease obligations
                                                                                        (42)             (106)          (178)
Purchase of common stock                                                             (1,073)                -              -
Proceeds  from sale of common  stock (net of  issuance  costs of $83 in                 400               352              -
1998)
                                                                            --------------------------------------------------
Net cash provided by (used in) financing activities                                     999              (912)         1,932
                                                                            -------------------------------------------------

Increase (decrease) in cash and cash equivalents                                         11               (71)        (2,993)

Cash and cash equivalents at beginning of year                                            2                73          3,066
                                                                            --------------------------------------------------
Cash and cash equivalents at end of year                                    $            13    $            2 $           73
                                                                            ==================================================

Supplemental disclosures
Interest paid                                                               $           179    $          236 $           70
                                                                            ==================================================
Income taxes paid                                                           $             -    $            - $          191
                                                                            ==================================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
OPEN PLAN SYSTEMS, INC.
Notes to Consolidated Financial Statements
December 31, 1999


Note 1. Summary of Significant Accounting Policies

Open Plan  Systems,  Inc.  (the  "Company")  was  incorporated  in  Virginia  in
September  1989 and is a  remanufacturer  and  marketer  of modular  office Work
Stations. The Company remanufactures Herman Miller and Haworth product lines and
markets  them  through  Company  sales  offices  located  in the East  Coast and
Mid-West regions of the United States.  In addition,  the Company also sells new
product office Work Station components from other  manufacturers.  The following
is a description of the Company's more significant accounting policies.

Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Company and its wholly-owned  subsidiary.  All significant intercompany balances
and transactions have been eliminated in consolidation.

Inventories

Inventories  are stated at the lower of average cost or market.  Work-in-process
inventories  include both the direct and indirect  costs of  manufacturing  such
products.

Property and Equipment

Property and equipment is stated on the basis of cost. Depreciation of equipment
and  vehicles is provided  by  straight-line  or  accelerated  methods  over the
estimated  useful lives of the related  assets,  generally three to seven years.
Improvements to leased  properties are amortized on a  straight-line  basis over
the shorter of the term of the respective lease or the estimated useful lives of
the related assets.

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over
the  fair  value  of  net  assets   acquired  and  is  being  amortized  on  the
straight-line  method  over a period  of twenty  years.  The  carrying  value of
goodwill is  periodically  evaluated by management  based on  undiscounted  cash
flows of the related business units to determine if there has been an impairment
in value.  Accumulated  amortization  was  $703,000 and $530,000 at December 31,
1999 and 1998, respectively.

Revenue Recognition

Revenues from product sales are recognized upon shipment. Title and risk of loss
pass to the customer upon shipment.

Advertising

Production   costs   associated  with  advertising  are  expensed  as  incurred.
Communication  costs  associated  with  advertising  are reported as advertising
expense as the related space is used.  Prepaid  advertising  costs were $177,000
and  $217,000 at December  31, 1999 and 1998,  respectively.  Advertising  costs
charged to expense  totaled  $918,000 in 1999,  $887,000 in 1998 and $653,000 in
1997.

Income Taxes

Deferred  income  taxes are  determined  based on the  differences  between  the
financial  statement and tax bases of assets and  liabilities  using enacted tax
rates in effect in the years the differences are expected to reverse.

Cash Equivalents

The Company considers all highly liquid investments with original  maturities of
three months or less when purchased to be cash equivalents.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.


Earnings Per Share

Basic and diluted  earnings per share is calculated in accordance  with SFAS No.
128,  "Earnings  Per Share." For 1999,  1998 and 1997,  there was no  difference
between basic and diluted earnings per share. 866,000, 799,000 and 172,500 stock
options have been excluded from the  calculation  of earnings per share in 1999,
1998 and 1997, respectively, as their impact would have been anti-dilutive.


Note 2. Operational Restructuring

During the second quarter of 1998, the Company  recorded a restructuring  charge
of  $1,290,000  related  to  warehouse  consolidation,  returning  to a focus on
remanufacturing and a sales office consolidation plan. Significant components of
the operational  restructuring  charge were $138,000 for severance pay, $418,000
related to anticipated  payouts under lease  agreements and estimated  losses of
$627,000 on the disposal of certain fixed assets.  In connection with this plan,
the  Company  reduced  sales and  administrative  staffing by  approximately  30
people.

The  Company  has  disposed  of  all  the  fixed  assets   contemplated  in  the
restructuring and incurred all costs associated with the restructuring  plan. No
adjustment to the original charge recorded has been necessary.


Note 3. Inventories

Inventories  are in two main stages of completion and consisted of the following
(in thousands $):
<TABLE>
<CAPTION>

                                                                        December 31,
                                                                   1999             1998
                                                              ---------------- ----------------
<S>                                                              <C>              <C>
Components and fabric                                            $     5,243      $     4,221
Jobs in process and finished goods                                     2,619            2,687
                                                              ---------------- ----------------
                                                                 $     7,862      $     6,908
                                                              ================ ================
</TABLE>

Note 4. Property and Equipment

Property and equipment by major classification was as follows (in thousands $):
<TABLE>
<CAPTION>

                                                                        December 31
                                                                   1999             1998
                                                              ---------------- ----------------
<S>                                                           <C>              <C>

Production and warehouse equipment                            $        2,292   $        2,123
Office equipment                                                       1,211            1,069
Vehicles                                                                 510              258
Leasehold improvements                                                   561              538
Construction-in-process                                                  101                -
                                                              ---------------- ----------------
                                                                       4,675            3,988
Accumulated depreciation and amortization                             (2,403)          (1,700)
                                                              ---------------- ----------------
                                                              $        2,272   $        2,288
                                                              ================ ================
</TABLE>

Note 5. Indebtedness

Long-term debt consists of notes payable  related to vehicle  purchases.  Future
scheduled maturities of long-term debt are as follows:  $62,000 in 2000; $66,000
in 2001; $60,000 in 2002; and $37,000 in 2003.

During December 1998, the Company negotiated a new revolving line of credit with
a  financial  institution,  and the  prior  line of  credit  was paid off in its
entirety.  The new credit  facility  provides for  borrowings  up to  $5,000,000
through  December  2001.  Borrowings  under the line of credit bear  interest at
variable  rates,  the  determination  of which may vary  depending  on operating
results.  Outstanding  borrowings  under  the line  amounted  to  $2,419,000  at
December  31, 1999 and bore  interest at a rate of  9.0%(8.25%  at December  31,
1998).  Advances under the line are secured by substantially  all assets and are
limited to specified  percentages of accounts receivable.  At December 31, 1999,
the  Company had  $2,238,000  available  under its line of credit.  The terms to
maintain  this  agreement  require  the  Company  to  meet  certain  restrictive
covenants,  including a defined  tangible net worth, an interest  coverage ratio
and certain other  covenants.  The Company was not in compliance at December 31,
1999 with covenants  related to capital asset additions,  tangible net worth and
interest  coverage.  On March 13, 2000, the bank waived compliance  requirements
for these covenants at December 31, 1999.


Note 6. Shareholders' Equity

The Company maintains two stock option plans, the 1996 Stock Incentive Plan (the
"Incentive Plan") and the 1996 Stock Option Plan for Non-Employee Directors (the
"Outside Directors' Plan").

The  maximum  aggregate  number of shares  of  common  stock  that may be issued
pursuant to the Outside  Directors' Plan is 25,000.  The Outside Directors' Plan
will terminate  following the annual meeting of shareholders in 2000.  Under the
Outside  Directors' Plan, each  non-employee  director of the Company serving on
the Board of Directors  on July 1, 1996 was granted an option to purchase  1,000
shares of common stock of the Company.  Thereafter,  each non-employee  director
serving on the Board of  Directors  shall  receive an option to  purchase  1,000
shares of common stock on the first  business day following  each annual meeting
of  shareholders.  The exercise price of stock options granted under the Outside
Directors'  Plan must be equal to the fair market  value of the common  stock on
the date of grant.  Each  option is first  exercisable  on the date which is six
months from the date of grant of the option and shall continue to be exercisable
for a term of ten years, subject to certain exceptions. At December 31, 1999 and
December  31,  1998,  respectively,  the Company  had 20,000 and 14,000  options
outstanding  and  exercisable.  These  options had  weighted  average  remaining
contractual  lives of nine years.  The exercise  prices for these  options were;
4,000 at $11.75; 4,000 at $5.97; 6,000 at $2.14; and 6,000 at $2.81 for 1999 and
4,000 at $11.75;  4,000 at $5.97; and 6,000 at $2.14 for 1998. In 1999 and 1998,
the  Company  granted  6,000  options  under the  Outside  Directors'  Plan with
exercise  prices of $2.81 and $2.14,  respectively.  The  weighted  average fair
value of these  options at grant date was $1.20 per share in both 1999 and 1998.
2,000  options  with a weighted  average  exercise  price of $6.62  options were
cancelled during 1998.

The  maximum  aggregate  number of shares  of  common  stock  that may be issued
pursuant to the  Incentive  Plan is 400,000.  The  Incentive  Plan  provides for
grants  of  incentive  stock  options,   non-qualified   stock  options,   stock
appreciation  rights,  restricted  stock,  and/or  phantom stock to any officer,
director,  or key employee of the Company.  The Incentive Plan will terminate in
March 2006.

The exercise price of  non-qualified  stock options  granted under the Incentive
Plan must be equal to at least the fair market  value of the common stock on the
date of grant. The aggregate fair market value of common stock (determined as of
the date of the option grant) for which a non-qualified stock option, or related
stock appreciation  rights (no stock  appreciation  rights have been issued) may
for the first  time  become  exercisable  in any  calendar  year may not  exceed
$100,000.  These options have a term of seven years.  Transactions involving the
Incentive Plan are as follows:
<TABLE>
<CAPTION>

                                                                                Average
                                                                                Exercise
                                                                   Shares          Price
                                                                  --------------- -----------
<S>    <C>                                                        <C>              <C>

Outstanding at December 31, 1997                                   162,500          $7.79
       Issued                                                      177,500          $2.73
       Cancelled                                                  (155,000)         $5.29
                                                                  --------------- -----------
Outstanding at December 31, 1998                                   185,000          $4.97
       Issued                                                       67,000          $2.63
                                                                  --------------- -----------
Outstanding at December 31, 1999                                   252,000          $4.35
                                                                  =============== ===========

</TABLE>


The options  outstanding  at December  31, 1999 and 1998 had a weighted  average
remaining  contractual  life of five and six years,  respectively.  For  options
outstanding  at December 31, 1999,  84,375  options had exercise  prices between
$5.97 and $9.88 and 167,625 options had exercise prices between $2.44 and $3.88.
For options outstanding at December 31, 1998, 84,375 options had exercise prices
between $5.97 and $9.88 and 100,625  options had exercise  prices  between $2.44
and  $3.88.  At  December  31,  1999,  there were  53,906  and 84,250  that were
exercisable   with  weighted   average  exercise  prices  of  $8.01  and  $2.61,
respectively.  At December 31, 1998,  there were 30,990 and 53,062  options that
were  exercisable  with  weighted  average  exercise  prices of $8.28 and $2.56,
respectively.  The options granted in 1999 and 1998 had a weighted  average fair
value at grant date of $1.25 and $1.54 per share, respectively.

The Company has elected to recognize expense for stock-based  compensation under
these  plans  based upon the  intrinsic  value  based  method as  prescribed  by
Accounting Principles Board Opinion No. 25. If the Company had accounted for its
stock options based upon fair values at the date of grant,  consistent with FASB
Statement No. 123, the net income would have  decreased by $92,000,  or $.02 per
share,  for the year ended  December 31, 1999, the net loss would have increased
by $323,000,  or $.07 per share for the year ended December 31, 1998 and the net
loss  would have  increased  by  $147,000,  or $.03 per share for the year ended
December  31,  1997.  These  amounts  are not  indicative  of future  effects of
applying  the fair  value  based  method  since the  vesting  period was used to
measure compensation  expense. The fair value for these options was estimated at
the  date of  grant  using a  Black-Scholes  option  pricing  model  assuming  a
risk-free  interest  rate of 5.6%,  dividend  yield of 0.0%, a weighted  average
expected  life of the option of 6 years in 1998 and 1997 and 5 years in 1999 and
a volatility factor of .461 for 1999, .522 for 1998 and .706 for 1997.

In June 1998,  the Company  sold  200,000  shares of common stock to Great Lakes
Capital  Corporation,  LLC (GLCC) for $2.175 per share and granted  nonqualified
stock options to GLCC as follows:
<TABLE>
<CAPTION>

                                         Number of   Exercise
                                         Shares         Price
<S>                                      <C>            <C>
                                         150,000        $3.00
                                         150,000        $4.50
                                         150,000        $6.00
                                         150,000        $7.50
</TABLE>

The GLCC options were not granted under the Incentive  Plan.  All of the options
are exercisable and expire June 30, 2003.  These options had a weighted  average
fair value at grant date of $.76 per share.

Additionally,  the  Company  and  GLCC  entered  into a  Voting  and  Standstill
Agreement  whereby GLCC will beneficially own no more than 21% of the issued and
outstanding  shares of the Company on a fully diluted  basis,  provided that the
shares GLCC and its  affiliates  may acquire  pursuant to the Incentive Plan and
Outside Directors Plan shall not be deemed to be additional shares.

On  September  15, 1999,  the Company and certain  investors  purchased  993,542
shares of Common  Stock  held by the  Company's  founder at a price of $2.50 per
share. The transaction resulted in the Company purchasing  approximately 430,000
shares of stock.  In an event  related to this  transaction,  the  Company  then
immediately  resold  160,000  shares of Common Stock to  affiliates  of GLCC for
$2.50  per  share.  This  resulted  in  a  net  redemption  by  the  Company  of
approximately 270,000 shares.

The Company has not declared  dividends  since its  conversion to  C-Corporation
status.

Note 7. INCOME TAXES

The  provision  (benefit)  for income taxes is comprised  of the  following  (in
thousands $):
<TABLE>
<CAPTION>

                                                                               1999              1998             1997
                                                                     ----------------- ---------------- -----------------
<S>                       <C><C>                                     <C>               <C>              <C>
                          Current:
                             Federal                                 $           89    $            3   $         (198)
                             State                                               11                 1              (21)
                                                                     ----------------- ---------------- -----------------
                                                                                100                 4             (219)
                          Deferred:
                             Federal                                         (1,322)               (3)             (49)
                             State                                             (156)               (1)              (1)
                                                                     ----------------- ---------------- -----------------
                                                                             (1,478)               (4)             (50)
                                                                     ----------------- ---------------- -----------------
                                                                     $       (1,378)   $            -   $         (269)
                                                                     ================= ================ =================
</TABLE>

A  reconciliation  of the benefit from income taxes for the year ended  December
31, 1999, 1998 and 1997 and the amount  computed by applying the U.S.  statutory
federal  income tax rate of 34% to loss  before  income  taxes is as follows (in
thousands $):
<TABLE>
<CAPTION>

                                                                                      1999               1998             1997
                                                                           ------------------ ----------------- ------------------
<S>            <C>                                                         <C>                <C>               <C>
               Income tax benefits at U.S. statutory rates                 $         (203)    $       (1,337)   $         (347)
               State taxes, net of federal benefit                                    (14)              (157)              (21)
               Amortization of intangibles                                             73                 86                86
               Other, net                                                              78                 96                13
               Valuation allowance                                                 (1,312)             1,312                 -
                                                                           ------------------ ----------------- ------------------
               Total income tax benefit                                    $       (1,378)    $            -    $         (269)
                                                                           ================== ================= ==================
</TABLE>

The  deferred  income tax  balances at December  31, 1999 and  December 31, 1998
consisted of the following (in thousands $):
<TABLE>
<CAPTION>

                                                                                      1999               1998
                                                                           ------------------ -----------------
<S><C>                                                                     <C>                <C>
Deferred tax assets
   Accounts receivable allowances                                          $           78     $          104
   Accrued liabilities                                                                222                 75
   Net operating losses                                                             1,143              1,113
   Other                                                                               86                154
   Valuation allowance                                                                  -             (1,312)
Deferred tax liabilities:
   Tax over book depreciation                                                         (51)              (134)
                                                                           ------------------ -----------------
                                                                           $        1,478     $            -
                                                                           ================== =================
</TABLE>

Prior to 1999, as a result of recent operating losses and the uncertainty of the
realization  of the potential tax benefits  thereof,  the Company did not record
potential income tax benefits of $1.3 million.  During the last quarter of 1999,
the  Company  determined  that it was more  probable  than not  that  these  tax
benefits would be realized and reversed the valuation allowance  associated with
the income tax benefits.

Net operating loss carryforwards of $3.0 million expire in 2019.


Note 8. Commitments and Contingencies

Lease Agreements

The Company  leases  office  space and  production  facilities  in Richmond  and
Lansing.  The Richmond  lease expires in July 2002. The Lansing lease expires in
September  2000.  In  addition,  the  Company  leases  its sales  offices  under
operating lease  agreements  expiring in various periods through  December 2002.
Certain  automobiles are also leased under terms not exceeding three years.  All
of these leases are accounted for as operating leases.

Future minimum lease payments were as follows at December 31, 1999 (in thousands
$):
<TABLE>
<CAPTION>

                       Year
<S>                    <C>                                                        <C>
                       2000                                                       $     1,108
                       2001                                                               911
                       2002                                                               547
                       2003                                                                58
                       2004                                                                26
                                                                                  ---------------
                                                                                  $      2,650
                                                                                  ===============

</TABLE>

The above amounts have been reduced by expected  sublease  rentals of $74,000 in
2000.

Rent expense amounted to $875,000 in 1999 and $1,164,000 in 1998.

Legal Matters

A portion of the potential  consideration for the 1996 acquisition of Immaculate
Eagle, Inc. (d/b/a TFM Remanufactured Office Furniture)("TFM") was 87,500 shares
of common stock of the Company,  which was placed in escrow, with an agreed upon
value of $1.3 million, as security for indemnification obligations of the former
shareholders of TFM. In addition, under the terms of the TFM purchase agreement,
if the closing sales price of the Company's  common stock on October 1, 1998 was
less than $15 per share,  the Company  was to make a cash  payment to the former
shareholders  of TFM equal to the difference  between the closing sales price on
that date and $15,  multiplied by the 87,500 shares of common stock  (subject to
certain adjustments,  including claims by the Company for indemnification).  The
Company's  common  stock  traded  at $2.25  per  share on  October  1, 1998 and,
accordingly,  the amount potentially  payable to the former TFM shareholders was
$1,115,625.

Prior to October 1, 1998,  management of the Company reviewed the  circumstances
of the TFM  acquisition  and concluded the  indemnification  obligations  of the
former TFM  shareholders  exceeded the $1.3 million agreed value of the stock in
escrow.  The Company served notice of the  indemnification  claims to the former
TFM shareholders.  The former  shareholders of TFM disputed the  indemnification
claims and pursuant to the purchase  agreement,  the matter went to arbitration.
Based on the indemnification claims, the aggregate $1,115,625 difference between
the stock's market price on October 1, 1998 and the $15 value assumed in the TFM
purchase  agreement  was recorded as a reduction  in goodwill and  shareholders'
equity.

In December 1999, the arbitration  panel ruled that the former TFM  shareholders
had  breached  their  warranties  in three  instances  and  awarded  the Company
$120,000.  As a result,  the Company paid approximately $1 million to the former
TFM shareholders,  which was recorded as an increase in goodwill. The former TFM
shareholders  were also awarded  reimbursement  of certain  legal fees and other
costs and those  amounts are  included in the  arbitration  costs of  $1,067,000
reflected in the consolidated statements of operations.

Note 9. Employee Benefit Plan

The Company has a defined contribution plan covering substantially all employees
meeting  eligibility  requirements.  Under the plan,  participants  may elect to
contribute  a  specified  portion  of  their  compensation  to the plan on a tax
deferred   basis.   The  Company  will  match  one-half  of  the   participant's
contributions up to six percent of compensation. The Company may make additional
contributions at its discretion.

The  Company  recorded  total  expense  related to the plan of $147,000 in 1999,
$126,000 in 1998 and $86,000 in 1997.

Note 10. Related Party Transactions


The  Company  incurred  legal fees of  $594,000  in 1999,  $258,000  in 1998 and
$150,000  in 1997 to a law firm in which one of the  Company's  directors  was a
principal.  The Company also had  approximately  $150,000 in accounts payable to
this firm at December 31, 1999.

The Company  purchased  and leased a total of 12 vehicles in 1999 from a company
whose chairman is a director of the Company.

A customer whose President is a director of the Company purchased  $1,500,000 of
product in 1997.


Note 11. Concentrations of Credit Risk and Financial Instruments

Financial instruments which potentially subject the Company to concentrations of
credit risk consist  primarily of accounts  receivable.  The Company markets its
products and services to customers located primarily in the Eastern and Mid-West
regions of the United  States.  Production  is primarily in response to customer
orders and larger jobs typically require advance deposits.  The Company performs
credit  evaluations  of its  customers  prior to  delivery  or  commencement  of
services and normally  does not require  collateral.  Payments are typically due
within thirty days of billing.  The Company maintains an allowance for potential
credit   losses  and  losses  have   historically   been   within   management's
expectations.

The  carrying  values  of  amounts  classified  as  current  assets  or  current
liabilities  approximate  fair value due to the  short-term  maturities of these
instruments.




<PAGE>

Results of operations  for each of the quarters  during the years ended December
31, 1999 and 1998 are as follows (in thousands, except per share data):
<TABLE>
<CAPTION>

                                                                       Quarter Ended
                                               ------------------------------------------------------------
                                                March 31st        June          September     December 31st
                                                                  30th            30th
Year ended December 31, 1999
<S>                                              <C>            <C>              <C>           <C>

Net sales                                        $  7,509       $ 8,878          $ 8,945       $ 9,726
Gross profit                                     $  2,121       $ 2,849          $ 2,874       $ 2,882
Operating income (loss) (2)                      $     63       $   226          $   137       $  (845)
Income (loss) before income taxes (2)            $     26       $   185          $   101       $  (908)
Net income (loss)                                $     26       $   185          $   101       $   470 (3)
Earnings (loss) per common share                 $    .01       $   .04          $   .02       $   .11

Year ended December 31, 1998

Net sales                                        $  7,900       $ 8,332          $ 9,600       $ 7,844
Gross profit                                     $  1,644       $ 1,189          $ 2,757       $ 2,321
Operating income (loss)                          $ (1,141)      $(3,157)(1)      $   321       $   292
Income (loss) before income taxes                $ (1,207)      $(3,229)(1)      $   240       $   263
Net income (loss)                                $ (1,207)      $(3,229)(1)      $   240       $   263
Earnings (loss) per common share                 $   (.27)      $  (.72)         $   .05       $   .06

</TABLE>


(1) Results of operations for the quarter ended June 30, 1998 include the impact
of a  restructuring  charge of $1.3 million.
(2) Results of operations for 1999  include the  impact of arbitration costs of
$1.1 million, of which $786,000 were recorded in the fourth quarter.
(3) Net income for the  quarter of $470,000  includes the effect of the reversal
of the  valuation allowance against net deferred tax assets of $1.3 million.

<PAGE>

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

         None.


                                    PART III

Item 10.          Directors and Executive Officers of the Registrant

     The information  required by this Item is incorporated  herein by reference
from the Company's  definitive  Proxy  Statement for its 2000 Annual  Meeting of
Shareholders to be filed within 120 days of the end of the 1999 fiscal year.

Item 11. Executive Compensation

     The information  required by this Item is incorporated  herein by reference
from the Company's  definitive  Proxy  Statement for its 2000 Annual  Meeting of
Shareholders to be filed within 120 days of the end of the 1999 fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The information  required by this Item is incorporated  herein by reference
from the Company's  definitive  Proxy  Statement for its 2000 Annual  Meeting of
Shareholders to be filed within 120 days of the end of the 1999 fiscal year.

Item 13. Certain Relationships and Related Transactions

     The information  required by this Item is incorporated  herein by reference
from the Company's  definitive  Proxy  Statement for its 2000 Annual  Meeting of
Shareholders to be filed within 120 days of the end of the 1999 fiscal year.
<PAGE>

                                     PART IV


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)  Financial  statements,   financial  statement  schedules  and  reports
          included in this Annual Report on Form 10-K

(1)      Financial Statements

         The response to this portion of Item 14 is submitted as a separate
         section of this report.

(2)      Financial Statement Schedules

         The following schedule,for each of the three years in the period ending
         December 31, 1999, is included beginning on the page indicated in this
         Annual Report on Form 10-K:
                                                                       Page:
            Schedule II - Valuation and Qualifying Accounts             36

              Schedules  other than that listed above have been omitted because
              such schedules are not required or are not applicable.

(3)      The exhibits that are required to be filed or incorporated by reference
         herein are as follows:
<TABLE>
<CAPTION>
                      Exhibit No.                             Document
<S>                        <C>      <C>

                           3(i)     Amended and Restated Articles of Incorporation,  incorporated by reference to Exhibit 3(i)
                                    of the Registrant's Form SB-2 Registration Statement, as amended, File No. 333-3188.
                           3(ii)    Amended and Restated  Bylaws,  incorporated  by reference to Exhibit  3(ii) of the
                                    Registrant's Form SB-2 Registration Statement, as amended, File No. 333-3188.
                           4        Form  of  Stock  Certificate,  incorporated  by  reference  to  Exhibit  4 of  the
                                    Registrant's Form SB-2 Registration Statement, as amended, File No. 333-3188.
                           10.1     Open Plan Systems,  Inc. 1996 Stock  Incentive  Plan, as amended,  incorporated by
                                    reference to Exhibit 4.4 of the  Registrant's  Form S-8 Registration  Statement,  File No.
                                    333-15217.
                           10.2     Open Plan Systems,  Inc. 1996 Stock Option Plan For  Non-Employee  Directors,  as amended,
                                    incorporated  by  reference  to  Exhibit  4.4 of the  Registrant's  Form S-8  Registration
                                    Statement, File No. 333-15219.
                           10.3     Buy-Sell  Agreement,  dated May 15, 1996,  between the Registrant and Gregory P. Campbell,
                                    incorporated  by  reference  to Exhibit 10.8 of the  Registrant's  Form SB-2  Registration
                                    Statement, as amended, File No. 333-3188.
                           10.4     Tax Sharing  Agreement,  dated May 1, 1996, between the Registrant and each of the
                                    shareholders named therein,  incorporated by reference to Exhibit 10.9 of the Registrant's
                                    Form SB-2 Registration Statement, as amended, File No. 333-3188.
                           10.5     Form of Employee  Non-Qualified Stock Option Agreement,  incorporated by reference
                                    to Exhibit 10.10 of the Registrant's Form 10-KSB filed March 27, 1997 File No. 0-20743
                           10.6     Form of Non-Employee Director Non-Qualified Stock Option Agreement, incorporated by reference to
                                    Exhibit 10.11 of the Registrant's Form 10-KSB filed March 27, 1997, File No. 0-20743.
                           10.7     Stock Purchase Agreement, dated as of August 31, 1999, by and between Stan A. Fischer, the
                                    Registrant and A.G. Bertozzi, J. Cullather, J. Wesley Hall, Anthony F. Markel, Gary L. Markel,
                                    Robert F. Mizell, E.W. Mugford and Troy A. Peery, Jr. incorporated by reference to Exhibit 99.2
                                    of the Registrant's Form 8-K filed September 30, 1999, File No. 0-20743.
                           10.8     Stock Redemption of Sale  Agreement, made effective as August 31, 1999, by and between the
                                    Registrant and Thomas H. Carson, William F. Crabtree, John L. Hobey, Charles Kaufmann and W.
                                    Sydnor Settle, incorporated by reference to Exhibit 99.3 of the Registrant's Form 8-K filed
                                    September 30, 1999, File No. 0-20743.
                           10.9     Stock Purchase  Agreement, dated September 24, 1996, between the Registrant, Immaculate Eagle,
                                    Inc., Paul A. Covert, Todd A. Thomann and Siimon, Inc., incorporated by reference to Exhibit 2.1
                                    of the Registrant's Form 8-K filed October 16, 1996, File No. 0-20743.
                           10.10    Loan and Security Agreement, dated December 1998, by and between Fleet Bank, N.A. and the
                                    Registrant and TFM, incorporated by reference to Exhibit 10.11 of the Registrant's Form 10-KSB
                                    filed April 1, 1999, File 0-20743.
                           10.11    Management and Consulting  Agreement, dated June 17, 1998,  between the Registrant and Great
                                    Lakes Capital, incorporated by reference to Exhibit 10.17 of the Registrant's Form 10-Q filed
                                    August 14, 1999, File No. 0-20743.
                           10.12    Registration Rights Agreement, dated June 17, 1998, between the Registrant and Great Lakes
                                    Capital, LLC incorporated by reference to Exhibit 10.20 of the Registrant's Form 10-Q filed
                                    August 14, 1999, File No. 0-20743
                           10.13    Voting and Standstill Agreement between, dated June 17, 1998, the Registrant and Great Lakes
                                    Capital, incorporated by reference to Exhibit 10.19 of the Registrant's Form 10-Q filed August
                                    14, 1999, File No. 0-20743
                           10.14    Commercial Lease Contract, dated May 1, 1998, between Liberty Property Limited Partnership and
                                    the Registrant.
                           10.15    Commercial Lease Contract, dated September 18, 1998, between Quality Dairy Company and the
                                    Registrant
                           11       Statement re: Computation of Earnings Per Share
                           21       Subsidiaries of the Registrant
                           23       Consent of Ernst & Young LLP*
                           27       Financial Data Schedule   * (filed electronically only)

</TABLE>
         ________
         *  Filed herewith

         (b)      Reports on Form 8-K.

               On December 22, 1999,  the  Registrant  filed a Current Report on
          Form 8-K, dated December 7, 1999, reporting under Items 5 and 7(c) the
          issuance  of a press  release in which the  Registrant  announced  the
          results   of  an   arbitration   proceeding   concerning   the  former
          shareholders of TFM, a company acquired in 1996 by the Registrant. The
          arbitration  proceeding  determined that these former shareholders had
          breached their warranties, awarded the Registrant $120,000 and awarded
          reasonable  and  necessary  legal fees and  expenses to the former TFM
          shareholders.
<PAGE>

(c)      Exhibits

          The  response to this  portion of Item 14 is  submitted  as a separate
          section of this report.

(d)      Financial Statement Schedules

          The  response to this  portion of Item 14 is  submitted  as a separate
          section of this report.


<PAGE>
Open Plan Systems, Inc
Schedule II

Valuation and Qualifying Accounts
(Amounts in Thousands)
<TABLE>
<CAPTION>

                                             Balance at Charged to Charged to Other Change Balance
                                             Beginning  Costs and    Other       Add       at End
Year    Description                          Year       Expenses    Account    (Deduct)(1) of Year
<S>     <C>                                  <C>        <C>        <C>        <C>          <C>

1999    Allowance for doubtful accounts         275           57        -      (126)         206
        Allowance for inventory obsolesence     314            -        -       (88)         226

1998    Allowance for doubtful accounts         152          166        -       (43)         275
        Allowance for inventory obsolesence       -          314        -         -          314

1997    Allowance for doubtful accounts         119           59        -       (26)         152

</TABLE>

(1) Bad Debts Written Off
<PAGE>

                                                              SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                         OPEN PLAN SYSTEMS, INC.


                                                         By:/s/ John L. Hobey
                                                             John L. Hobey
March 23, 2000                                           Chief Executive Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>

                 Signature                                 Title                          Date
<S>        <C>                                <C>                                          <C>
               /s/ John L. Hebey              Chief Executive Officer                      March 23, 2000
                John L. Hobey

          /s/ William F. Crabtree             Chief Financial Officer (principal           March 23, 2000
            William F. Crabtree                financial officer)

             /s/ Neil F. Suffa                Corporate Controller and Secretary           March 23, 2000
               Neil F. Suffa                   (principal accounting officer)

           /s/ Troy A. Peery                  Director                                     March 15, 2000
            Troy A. Peery, Jr.

           /s/ Anthony F. Markel              Director                                     March 23, 2000
             Anthony F. Markel

       /s/ Theodore L. Chandler, Jr.          Director                                     March 23, 2000
         Theodore L. Chandler, Jr.

          /s/ Robert F. Mizell                Director                                     March 23, 2000
             Robert F. Mizell

         /s/ W. Sydnor Settle                 Director                                     March 23, 2000
             W. Sydnor Settle

           /s/ Edwin W. Mugford               Director                                     March 23, 2000
             Edwin W. Mugford

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Exhibit No.                                 Document
<S>      <C>      <C>

         3(i)     Amended  and  Restated  Articles  of  Incorporation,  incorporated  by  reference  to  Exhibit  3(i)  of the
                  Registrant's Form SB-2 Registration Statement, as amended, File No. 333-3188.
         3(ii)    Amended and Restated Bylaws,  incorporated by reference to Exhibit 3(ii) of the  Registrant's  Form
                  SB-2 Registration Statement, as amended, File No. 333-3188.
         4        Form of Stock  Certificate,  incorporated by reference to Exhibit 4 of the Registrant's  Form SB-2
                  Registration Statement, as amended, File No. 333-3188.
         10.1     Open Plan  Systems,  Inc.  1996 Stock  Incentive  Plan,  as amended,  incorporated  by reference to
                  Exhibit 4.4 of the Registrant's Form S-8 Registration Statement, File No. 333-15217.
         10.2     Open Plan Systems,  Inc. 1996 Stock Option Plan For  Non-Employee  Directors,  as amended,  incorporated  by
                  reference to Exhibit 4.4 of the Registrant's Form S-8 Registration Statement, File No. 333-15219.
         10.3     Buy-Sell  Agreement,  dated May 15, 1996,  between the Registrant and Gregory P. Campbell,  incorporated  by
                  reference  to Exhibit  10.8 of the  Registrant's  Form SB-2  Registration  Statement,  as amended,  File No.
                  333-3188.
         10.4     Tax Sharing  Agreement,  dated May 1, 1996,  between the  Registrant  and each of the  shareholders
                  named  therein,  incorporated  by  reference  to Exhibit  10.9 of the  Registrant's  Form SB-2  Registration
                  Statement, as amended, File No. 333-3188.
         10.5     Form of Employee  Non-Qualified Stock Option Agreement,  incorporated by reference to Exhibit 10.10
                  of the Registrant's Form 10-KSB filed March 27, 1997 File No. 0-20743
         10.6     Form of Non-Employee Director Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.11 of
                  the Registrant's Form 10-KSB filed March 27, 1997, File No. 0-20743.
         10.7     Stock Purchase Agreement, dated as of August 31, 1999, by and between Stan A. Fischer,  the Registrant and A.G.
                  Bertozzi, J. Cullather, J. Wesley Hall, Anthony F. Markel, Gary L. Markel, Robert F. Mizell, E.W. Mugford and Troy
                  A. Peery, Jr. incorporated by reference to Exhibit 99.2 of the Registrant's Form 8-K filed September 30, 1999,
                  File No. 0-20743.
         10.8     Stock Redemption of Sale Agreement, made effective as August 31, 1999, by and between the Registrant and Thomas H.
                  Corson, William F. Crabtree, John L. Hobey, Charles Kaufmann and W. Sydnor Settle, incorporated by reference to
                  Exhibit 99.3 of the Registrant's Form 8-K filed September 30, 1999, File No. 0-20743.
         10.9     Stock Purchase Agreement, dated September 24, 1996, between the Registrant, Immaculate Eagle, Inc.,Paul A. Covert,
                  Todd A. Thomann and Siimon, Inc., incorporated by reference to Exhibit 2.1 of the Registrant's  Form 8-K filed
                  October 16, 1996, File No. 0-20743.
         10.10    Loan and Security Agreement, dated December 1998, by and between Fleet Bank, N.A. and the Regisrant and TFM,
                  incorporated by reference to Exhibit 10.11 of the Registrant's Form 10-KSB filed April 1, 1999, File 0-20743.
         10.11    Management and Consulting Agreement, dated June 17, 1998,  between the Registrant and Great Lakes Capital,
                  incorporated by reference to Exhibit 10.17 of the Registrant's Form 10-Q filed August 14, 1999, File No. 0-20743.
         10.12    Registration Rights Agreement, dated June 17, 1998, between the Registrant and Great Lakes Capital, LLC
                  incorporated by reference to Exhibit 10.20 of the Registrant's Form 10-Q filed August 14, 1999, File No. 0-20743
         10.13    Voting and Standstill Agreement dated June 17, 1998, between the Registrant and Great Lakes Capital, LLC
                  incorporated by reference to Exhibit 10.19 of the Registrant's Form 10-Q filed August 14, 1999, File No. 0-20743
         10.14    Commercial Lease Contract, dated May 1, 1998, between Liberty Property Limited Partnership and the Registrant.
         10.15    Commercial Lease Contract, dated September 18, 1998, between Quality Dairy Company and the Registrant
         11       Statement re: Computation of Earnings Per Share
         21       Subsidiaries of the Registrant
         23       Consent of Ernst & Young LLP*

         27       Financial Data Schedule   * (filed electronically only)

</TABLE>




<PAGE>

                             OPEN PLAN SYSTEMS, INC.

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

           Exhibit No.         Description
           ------------------- ------------------------------------------------------------------------
<S>        <C>                 <C>
           11                  Statement Re: Computation of Per Share Earnings

           27                  Financial Data Schedule (filed electronically only)

</TABLE>
<PAGE>
                             OPEN PLAN SYSTEMS, INC.

          EXHIBIT 11 - Statement Re: Computation of Per Share Earnings

<TABLE>
<CAPTION>

                                                                    Year Ended
                                                                     December
                                                  1999                1998               1997
                                           -------------------------------------------------------
<S>                                         <C>                  <C>                 <C>
Weighted average shares outstanding
   during the period                                 4,594               4,582              4,472

Assumed exercise of options less assumed                 -                   -                  -
   acquisition of shares
                                           -------------------------------------------------------

Total                                                4,594               4,582              4,472
                                           =======================================================


Net income (loss) used in computation        $         782       $      (3,933)     $        (748)
                                           =======================================================

Income (loss) per common share               $         .17       $        (.86)     $        (.17)
                                           ========================================================



</TABLE>