SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2001

                 [ ] 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
            Richmond, Virginia                               23222
 (Address of Principal Executive Offices)                 (Zip Code)

                                 (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 average of the bid and asked prices of $0.10 per share for
the Common  Stock as quoted on the OTC  Bulletin  Board on March 28,  2002,  the
aggregate  market  value  of the  Common  Stock  held by  non-affiliates  of the
registrant was $223,732. Executive officers and directors of the registrant, and
holders of 10% or greater of the Common Stock who have not filed a Schedule 13G,
are  considered  affiliates  for  purposes  of this  calculation  but should not
necessarily be deemed affiliated for any other purpose.

         The number of shares of Common Stock  outstanding  as of March 28, 2002
was 4,337,391 shares.



<PAGE>





                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

         The  following  information  sets  forth  the  names,  ages,  principal
occupations and business experience for the past five years for all directors as
of March 31, 2002.

         Theodore  L.  Chandler,  Jr.,  age 49, has been Senior  Executive  Vice
President  of  LandAmerica  Financial  Group,  Inc., a company  providing  title
insurance and real estate transaction services, since February 1, 2000. Prior to
that time,  Mr.  Chandler  served as a Vice  President and a director of the law
firm of Williams Mullen in Richmond,  Virginia,  positions he held for more than
five  years.  He is a  director  of  LandAmerica  and Hilb,  Rogal and  Hamilton
Company.  Mr.  Chandler  is a member of the Audit  Committee  and the  Executive
Committee and has been a director of the Company since 1996.

         J. Wesley Hall,  age 64,  retired as Chairman of National Card Control,
Inc., a credit card  services  company and  wholly-owned  subsidiary  of Cendant
Corporation,  a position he held for more than five years, in December 2000. Mr.
Hall is a member of the  Compensation  Committee  and has been a director of the
Company since 2000.

         Anthony F. Markel, age 60, has been President of Markel Corporation, an
insurance  brokerage  company,  since 1992.  Mr.  Markel is a director of Markel
Corporation and Hilb, Rogal & Hamilton Company.  He is Chairman of the Executive
Committee  and a member of the  Compensation  Committee.  Mr.  Markel has been a
director  of the  Company  since 1989 and  Chairman  of the Board of the Company
since 1998.

         Thomas M.  Mishoe,  Jr.,  age 49,  has  served as  President  and Chief
Executive  Officer of the Company since October 1, 2001.  Prior to that time, he
had served  since May 25, 2001 as a member of the  Company's  interim  Operating
Committee.  From March 19, 2001 to September 30, 2001, Mr. Mishoe was engaged by
the Company as a financial,  operational  and strategic  consultant.  From March
1996 until October 2000, Mr. Mishoe served as chief financial  officer of Eskimo
Pie Corporation,  a marketer and manufacturer of ice cream and related products.
Mr. Mishoe has been a director of the Company since October 15, 2001.

         Robert F. Mizell,  age 45, is Senior Vice  President  and a director of
Davenport & Company LLC, an investment  banking firm, where he has been employed
since 1988. Mr. Mizell heads Davenport's Corporate Finance Department, and he is
also President of its wholly owned subsidiary, Davenport Financial Advisors LLC.
He is Chairman of the Audit  Committee and a member of the  Executive  Committee
and has been a director of the Company since 1996.

         Edwin W.  Mugford,  age 66,  has been  President  and  Chief  Executive
Officer of Royal  Oldsmobile-Isuzu  Inc.,  an automobile  dealership  located in
Richmond, Virginia, since 1971. Mr. Mugford has also been President of Key Royal
Reinsurance  Company Ltd., an automobile  insurance company located in Richmond,
Virginia,  since 1995. He is a member of the Compensation Committee and has been
a director of the Company since 1998.

         Troy A. Peery,  Jr.,  age 55, has been a private  investor and owner of
Peery  Enterprises,  Inc. since January 1999.  From 1985 until his retirement in
November  1998, he was President and Chief  Operating  Officer and a director of
Heilig-Meyers  Company,  a national  retailer of home furniture and  furnishings
headquartered  in Richmond,  Virginia.  Subsequent  to Mr.  Peery's  retirement,
Heilig-Meyers  filed  for

                                       2
<PAGE>

protection under Chapter 11, Title 11 of the U.S.  Bankruptcy Code on August 16,
2000. Mr. Peery is also a director of S&K Famous Brands,  Inc. He is Chairman of
the Compensation Committee and has been a director of the Company since 1989.

         W. Sydnor  Settle,  age 68, has been  Chairman of Great Lakes  Capital,
Inc., a company  primarily engaged in leveraged buyouts of other entities and an
affiliate of Great Lakes Capital, LLC ("Great Lakes"), since 1990. Mr. Settle is
also  Chairman  and a  principal  of Great  Lakes.  He is a member  of the Audit
Committee and has been a director of the Company since 1998.

Executive Officers

         The names, ages, principal  occupations and business experience for the
past five years for all  executive  officers  and  significant  employees of the
Company has been set forth at the end of Part I of the  Company's  Form 10-K for
the fiscal year ended December 31, 2001.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires the Company's  directors and
executive  officers  and  persons  who  beneficially  own  more  than 10% of the
Company's  Common  Stock to file  initial  reports of  ownership  and reports of
changes  in  ownership  of  Common  Stock  with  the   Securities  and  Exchange
Commission.  Such persons are required by  Commission  regulation to furnish the
Company  with copies of all  Section  16(a)  forms they file.  To the  Company's
knowledge, based solely upon a review of the copies of such reports furnished to
the Company,  the Company is aware that Messrs.  Chandler,  Hall and Markel each
failed to file  timely a required  Form 5  reporting  the  acquisition  of stock
options in May 2000,  that Mr. William F. Crabtree,  the Company's  former Chief
Financial  Officer,  failed  to file  timely a  required  Form 5  reporting  the
acquisition  of stock  options in  January  2000 and Mr.  Markel  failed to file
timely a required  Form 4 reporting  the  acquisition  of 2,000 shares of Common
Stock by a family marital trust on April 16, 1998.

                                       3
<PAGE>


ITEM 11.          EXECUTIVE COMPENSATION

Executive Compensation

         The following table sets forth, for the fiscal years ended December 31,
2001, 2000 and 1999, the compensation paid by the Company to each of the persons
serving as the Company's Chief Executive  Officer during the past year, and each
other  executive  officer  earning in excess of  $100,000  during  2001,  in all
capacities in which they served:

                           Summary Compensation Table
<TABLE>
<CAPTION>

                                                                                  Long Term
                                                                                Compensation
                                              Annual Compensation                  Awards
                                  --------------------------------------------     ------
                                                                                 Securities
Name and                                                      Other Annual       Underlying          All Other
Principal Position          Year    Salary       Bonus        Compensation       Options (#)      Compensation (1)
------------------          ----    ------       -----        ------------       -----------      ----------------
<S>                         <C>       <C>        <C>             <C>                <C>                 <C>
Thomas M. Mishoe, Jr.       2001    $201,327       --              *                20,000               --
(2)(3)
President and Chief
  Executive Officer and
  Former Member of
  Operating Committee

John H. Hobey (4)           2001     $78,461       --              *                 --                 $2,152
Former Chief Executive      2000     168,846       --              *                25,000               4,628
  Officer                   1999     160,000       --              *                25,000               4,591

David E. Green (3)          2001    $104,615       --              *                10,000              $3,137
Senior Vice President of    2000      95,576     $5,000            *                 1,000               3,017
  Sales and Former Member   1999      92,921      5,000            *                 5,000               2,896
  of Operating Committee

Stephen P. Hindle (3)       2001    $120,769       --              *                10,000              $3,018
(5)                         2000     109,576     $5,000            *                 1,500               3,263
Former Senior Vice          1999      85,463       --              *                 2,500               2,808
   President of Sales
   and Marketing and
   Former Member of
   Operating Committee

Robert E. O'Neil, Jr.       2001    $106,430       --              *                 --                 $2,033
(3)(6)                      2000     124,973     $5,000            *                 1,000               3,617
Former Vice President       1999     119,931      5,000            *                 2,500               3,619
   of National Accounts
   and Former Member
   of Operating
   Committee
</TABLE>

                                        4
<PAGE>

-------------

*    The dollar value of perquisites and other personal benefits received by the
     named executive officer during the fiscal year did not exceed the lesser of
     $50,000 or 10% of the total  amount of salary and bonus  reported  for that
     year.

(1)  The amounts shown represent  employer  contributions  for each of the named
     executive  officers to the Company's 401(k) Plan to match elective deferral
     contributions made by each to such Plan.
(2)  Prior to his  appointment to the Company's  Operating  Committee and to the
     position of President and Chief Executive  Officer,  Mr. Mishoe served as a
     consultant  to the Company from March 19, 2001 to September  30, 2001.  The
     amounts  shown for 2001 include fees of $156,231 paid to Mr. Mishoe for his
     performance of consulting services for the Company.
(3)  Messrs.  Mishoe,  Green,  Hindle and O'Neil were  appointed  members of the
     Company's  Operating Committee on May 25, 2001. The Operating Committee was
     formed by the  Company  to  develop a  turn-around  plan and to manage  the
     day-to-day  operations of the Company until a replacement  Chief  Executive
     Officer could be appointed.  The Operating  Committee was terminated at the
     time Mr. Mishoe became the Company's Chief Executive  Officer on October 1,
     2001.
(4)  Mr. Hobey's  employment  with the  Company  commenced  on June 17, 1998 and
     terminated on May 25, 2001.
(5)  Mr. Hindle became an executive  officer of the Company on January 31, 2000,
     and  his employment with  the Company  terminated on November 26, 2001. The
     amount shown  for  salary for 2001 includes $500 in severance payments paid
     to  Mr. Hindle in 2001, which represents a portion of amounts due under the
     terms of a severance agreement with the Company.
(6)  Mr. O'Neil became an executive officer of the Company in December 1997, and
     his  employment  with the Company  terminated on July 31, 2001.  The amount
     shown for salary for 2001  includes  $20,000 in severance  payments paid to
     Mr. O'Neil  in 2001, which represents full payment of all amounts due under
     the terms of a severance agreement with the Company.

         The  executive  officers of the Company  participate  in other  benefit
plans  provided to all full-time  employees of the Company who meet  eligibility
requirements, including group health, dental, disability and life insurance.

Employment Contracts

     To ensure  continuity and the continued  dedication of its Chief  Executive
Officer during any period of uncertainty caused by the threat or occurrence of a
takeover,  the Company has entered into a change of control employment agreement
with Mr. Mishoe.

     In the event there is a change of control of the Company and Mr.  Mishoe is
still employed with the Company at that time, the Company has agreed to continue
to employ  Mr.  Mishoe for a period of two years  after the  change of  control.
During that time, Mr. Mishoe will receive an annual salary equal to 12 times his
highest  monthly  salary  earned in the year  preceding  the change of  control.
Additionally,  Mr.  Mishoe  would be eligible to receive (i) an annual  bonus at
least equal to his highest  applicable  annual bonus received  during any of the
three  years  preceding  the  change of  control,  (ii)  benefits  substantially
equivalent to those which would have been received under the Company's qualified
and  non-qualified  plans,  practices and programs and (iii)  reimbursement  for
reasonable  expenses he incurs in accordance with applicable  Company  policies,
practices and  procedures.  If Mr.  Mishoe's  employment  terminates at any time
during the two year period  following  a change of control for any reason  other
than his

                                       5
<PAGE>

death,  disability,  cause or his  election for good  reason,  Mr.  Mishoe would
receive an agreed upon amount of  severance  pay equal to one-half of the sum of
his annual base salary and highest  applicable annual bonus, plus any applicable
pro rata bonus and base salary which is owed Mr. Mishoe  through the date of his
termination.  Additionally,  Mr. Mishoe would be entitled to receive amounts and
benefits required to be provided under the Company's qualified and non-qualified
plans, practices and programs.

Stock Options

         The following  table contains  information  concerning  grants of stock
options to the executive officers named in the Summary Compensation Table during
the fiscal year ended December 31, 2001:

                        Option Grants In Last Fiscal Year
                               (Individual Grants)
<TABLE>
<CAPTION>


                             Number of      Percent of Total
                            Securities       Options Granted       Exercise or                      Grant Date
                        Underlying Options   to Employees in        Base Price      Expiration    Present Value
Name                       Granted (1)         Fiscal Year          ($/Sh) (2)       Date (3)         ($) (4)
----                       -----------         -----------          ----------       --------         -------
<S>                           <C>                    <C>             <C>             <C>              <C>
Thomas M. Mishoe, Jr.         20,000                 36.4%           $0.18           10/15/08         $2,000

John L. Hobey                  -- (5)                 --               --               --              --

David E. Green                10,000                 18.2%           $0.18           10/15/08         $1,000

Stephen P. Hindle             10,000                 18.2%           $0.18             (6)            $1,000

Robert E. O'Neil, Jr.          -- (7)                 --               --               --              --
</TABLE>


-------------

(1)  The options  listed in the table were  granted on October 15, 2001 and vest
     25% per year commencing six months after the date of grant.
(2)  The exercise  price for the options  listed in the table was the average of
     the high and low bid and asked  prices of the  Common  Stock on the date of
     grant.  The  exercise  price  may be  paid  in  cash,  in  cash  equivalent
     acceptable  to the  Company  or in shares of  Common  Stock of the  Company
     valued at fair  market  value on the date of  exercise,  or  pursuant  to a
     cashless exercise  procedure under which the optionee provides  irrevocable
     instructions to a brokerage firm to sell the purchased  shares and to remit
     to the Company,  out of the sale proceeds,  an amount equal to the exercise
     price plus all required withholding and other deductions.
(3)  Except for the options held by Mr. Hindle,  the options listed in the table
     expire October 15, 2008. An earlier  expiration date may apply in the event
     of  the  optionee's  termination  of  employment,   retirement,   death  or
     disability.
(4)  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
     5.7%,  dividend  yield  of 0.0%, a weighted  average  expected  life of the
     option of 5 years and a volatility factor of .442.
(5)  No options were  granted to Mr. Hobey in 2001  prior to the  termination of
     his employment with the Company.
(6)  All options  granted to Mr. Hindle  expired in February 2002  following the
     termination  of his  employment  with the Company.
(7)  No options were  granted to Mr. O'Neil  in 2001 prior to the termination of
     his employment with the Company.



                                       6
<PAGE>

Option Exercises and Holdings

         None of the executive officers named in the Summary  Compensation Table
exercised  options during the fiscal year ended December 31, 2001. The following
table sets forth  information with respect to the value of all unexercised stock
options held by such officers as of the end of the fiscal year:

                          Fiscal Year End Option Values

<TABLE>
<CAPTION>
                                          Number of Securities                       Value of Unexercised
                                         Underlying Unexercised                      In-the-Money Options
                                       Options at Fiscal Year End                   at Fiscal Year End (1)
                                       --------------------------                   ----------------------
Name                                Exercisable         Unexerciseable        Exercisable         Unexerciseable
----                                -----------         --------------        -----------         --------------
<S>                                    <C>                    <C>                 <C>                   <C>
Thomas M. Mishoe, Jr.                   --                    20,000               --                   --

John L. Hobey (2)                      25,000                 --                   --                   --

David E. Green                         20,500                 11,750               --                   --

Stephen P. Hindle (3)                  18,875                 11,375               --                   --

Robert E. O'Neil, Jr. (4)               --                    --                   --                   --

</TABLE>


(1)  The value of the  unexercised  options at fiscal year end is  calculated by
     determining  the  difference  between the fair  market  value of the Common
     Stock on December  31, 2001 and the  exercise  price of such  options.  The
     average of the high and low bid and asked prices of the Common Stock of the
     Company on the last trading day prior to December  31,  2001,  as quoted on
     the OTC Bulletin Board, was $0.158.  None of the options  identified in the
     table had an exercise price that was lower than $0.18 on December 31, 2001,
     and therefore all of the options were out-of-the money on that date.
(2)  Mr.  Hobey's  option for 25,000  shares of Common Stock  expires on May 25,
     2003.  All other options held by Mr. Hobey expired in August 2001 following
     the termination of his employment with the Company.
(3)  All options  held by Mr.  Hindle  expired in  February  2002 following  the
     termination  of his  employment with the  Company.
(4)  All options held  by Mr.  O'Neil  expired  in  October  2001 following  the
     termination  of  his employment with the Company.

Director's Compensation

         Each  non-employee  director  of the  Company is entitled to receive an
annual  retainer  of $5,000  payable  quarterly,  a fee of $1,000 for each Board
meeting  attended and a fee of $500 for each committee  meeting  attended.  Each
director is also  entitled to be  reimbursed  for certain  expenses  incurred in
connection with attendance at Board and committee meetings. On November 5, 2001,
the Company  granted  options to its  then-current  directors to purchase Common
Stock in lieu of  receiving  cash  payments  owed to them at that time for their
service as directors  during 2001. The directors who received  grants of options
were Theodore L.  Chandler,  Jr., J. Wesley Hall,  Anthony F. Markel,  Robert F.
Mizell,  Edwin W. Mugford,  Troy A. Peery,  Jr. and William Sydnor  Settle.  The
options granted to the directors entitled them to an aggregate of 155,081 shares
of Common Stock.  The options became  immediately  exercisable  upon the date of
grant at an exercise price of $0.60 per share, which price reflected a premium

                                       7
<PAGE>

of $0.40  per share to the then  prevailing  bid price of $0.20 per share on the
OTC Bulletin  Board.  The options granted on November 5, 2001 will expire if not
exercised prior to November 5, 2011. Fees for service as directors  earned after
November 5, 2001 but prior to December 31, 2001, totaling $11,417, have not been
paid as of April 25, 2002.

         Effective May 12, 2000, the Company  adopted the 2000 Stock Option Plan
for Non-Employee  Directors (the "2000 Outside  Directors'  Plan").  The maximum
aggregate  number of shares of Common  Stock that may be issued  pursuant to the
2000 Outside  Directors'  Plan is 25,000.  The 2000 Outside  Directors'  Plan is
administered  by the  Compensation  Committee  of the Board of  Directors of the
Company,  and will  terminate  following the annual meeting of  shareholders  in
2005. The 2000 Outside  Directors'  Plan replaced the 1996 Stock Option Plan for
Non-Employee  Directors (the "1996 Outside Directors'  Plan"),  which terminated
following the annual meeting of shareholders  in 2000. All  outstanding  options
granted  under  the  1996  Outside  Directors'  Plan  remained   outstanding  in
accordance with their terms.

         Under the 2000  Outside  Directors'  Plan,  on the first  business  day
following each annual meeting of shareholders, each non-employee director of the
Company  serving on the Board of  Directors  is entitled to receive an option to
purchase  1,000  shares of  Common Stock.  The exercise  price of stock  options
granted under the 2000 Outside Directors' Plan is equal to the fair market value
of the Common  Stock on the date of grant.  Each option is granted for a term of
ten years and is first  exercisable on the date that is six months from the date
of grant of the option.  Options granted under the 2000 Outside  Directors' Plan
may be exercised in whole or in part at any time upon payment by the optionee of
the exercise price in cash or by surrendering  previously-owned shares of Common
Stock to the Company with a fair market value not less than the exercise  price.
In addition, the Company will cooperate in a cashless exercise of an option upon
the request of a participant.

Compensation Committee Interlocks and Insider Participation

         There  were no  compensation  committee  interlocks  or  other  insider
participation in compensation decisions.

                                       8
<PAGE>

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management

         The following table sets forth certain  information with respect to the
beneficial  ownership of shares of Common  Stock as of March 28,  2002,  by each
director  and nominee of the  Company,  by those  current  and former  executive
officers  named in the  Summary  Compensation  Table set forth under the caption
"Executive  Compensation"  in Item 11  above,  and by all of the  directors  and
current executive officers as a group.
<TABLE>
<CAPTION>

                                            Amount and Nature of Beneficial Ownership (1)
                                      ----------------------------------------------------------

                                                                        Acquirable Within            Percent of
Name                                         Common Stock                  60 Days (2)                Class (3)
----                                         ------------                  -----------                ---------
<S>                                              <C>                          <C>                      <C>
Theodore L. Chandler, Jr.                         25,000                      27,083                    1.2%
David E. Green                                       500                      23,000                     *
J. Wesley Hall                                     9,300                      23,583                     *
Stephen P. Hindle                                    200 (4)                  -- (5)                     *
John L. Hobey                                    262,211 (6)(7)              625,000 (8) (9)           17.9%
Anthony F. Markel                                566,035 (10)                 27,583                   13.6%
Thomas M. Mishoe, Jr.                             --                           5,000                     *
Robert F. Mizell                                  27,500                      32,583                    1.4%
Edwin W. Mugford                                 157,545                      23,083                    4.1%
Robert E. O'Neil, Jr.                              3,000 (11)                -- (12)                     *
Troy A. Peery, Jr.                               540,976 (13)                 25,083                   13.0%
William Sydnor Settle                            260,211 (6)                 628,083 (8)               17.9%

All directors and executive
  officers as a group (11 persons)
                                               1,600,067                     830,081                   47.0%
</TABLE>

------------------

* Percentage of ownership is less than one percent of the outstanding  shares of
Common Stock of the Company.

(1)    Beneficial   ownership  has  been   determined  in  accordance  with  the
       provisions  of Rule 13d-3 under the  Securities  Exchange Act of 1934, as
       amended (the "Exchange Act"), under which, in general, a person is deemed
       to be a  beneficial  owner of a security if he has or shares the power to
       vote or direct  the  voting of the  security  or the power to  dispose or
       direct the disposition of the security, or if he has the right to acquire
       beneficial ownership of the security within 60 days.
(2)    The amounts shown represent shares of Common  Stock that can be purchased
       upon the exercise of vested stock options.
(3)    Percentages  for  shares beneficially owned are based on 4,337,391 shares
       of Common  Stock  issued and outstanding at March 28, 2002.
(4)    The  number  of shares of  Common  Stock  held by Mr.  Hindle is based on
       information provided by Mr. Hindle to the Company as of March 8, 2001, in
       connection with the preparation of the Company's Form 10-K for the fiscal
       year ended December 31, 2000 and his Section 16 filings.


                                       9
<PAGE>

(5)    All options held  by Mr.  Hindle  expired   unexercised  in February 2002
       following the  termination of his employment with the Company.
(6)    The amount shown includes  204,000  shares  of  Common Stock beneficially
       owned by Great Lakes, of which Messrs.  Hobey and Settle are principals.
(7)    The  number  of  shares of  Common  Stock  held by Mr.  Hobey is based on
       information provided by Mr. Hobey to the  Company  as of May 23, 2001, in
       connection with the preparation of the Company's Form 10-K for the fiscal
       year ended December 31, 2000.
(8)    The amount  shown  includes  600,000  shares of Common  Stock that may be
       acquired pursuant to a stock option held by Great Lakes, of which Messrs.
       Hobey and Settle are principals.
(9)    Mr.  Hobey's  option for 25,000 shares of Common Stock expires on May 25,
       2003. All other options held by Mr. Hobey,  except the option for 600,000
       shares of Common Stock held by Great Lakes, expired unexercised in August
       2001 following the termination of his employment with the Company.
(10)   The amount  shown  includes 1,000  shares  held  directly  by Mr. Markel,
       270,817 shares  of Common  Stock  beneficially  owned by a family limited
       partnership and 294,218 shares held in trust of which family members  are
       beneficiaries. Mr. Markel has sole voting and dispositive  power  for the
       general  partner  of  the  family  limited partnership and such trusts.
(11)   The  number  of shares of  Common  Stock  held by Mr.  O'Neil is based on
       information provided by Mr. O'Neil to the  Company  as of  March 7, 2001,
       in  connection  with  the  preparation of the Company's Form 10-K for the
       fiscal year ended December 31, 2000.
(12)   All options  held  by Mr.  O'Neil  expired  unexercised  in  October 2001
       following the termination of his employment with the Company.
(13)   In a Schedule 13D filed with the SEC on December 27, 2001, Troy A. Peery,
       Jr. reported  beneficial  ownership  as of that date of 560,059 shares of
       Common Stock.  Mr. Peery reported that he had sole voting and dispositive
       power with respect to all such shares.  That amount has been adjusted for
       purposes of the table to reflect  Mr. Peery's purchase of 5,000 shares of
       Common Stock on August 7, 2000 and  the grant to  Mr.  Peery of an option
       for 1,000 shares of Common Stock on August 8, 2001.

Security Ownership of Certain Beneficial Owners

         The  persons,  groups  or other  entities  known by the  Company  to be
beneficial owners of more than five percent of the outstanding  shares of Common
Stock as of March 28, 2002 are set forth in the following table:

Name and Address                     Number of Shares
Of Beneficial Owner               Beneficially Owned (1)   Percent of Class (2)
-------------------               ----------------------   --------------------

Great Lakes Capital, LLC              1,054,583 (3)                21.1%
W. Sydnor Settle
Thomas H. Corson
William F. Crabtree
John L. Hobey
Charles B. Kaufmann, III
Thomas J. McGrath
  310 South Street
  Morristown, NJ. 07960


                                       10
<PAGE>


Name and Address                     Number of Shares
Of Beneficial Owner               Beneficially Owned (1)   Percent of Class (2)
-------------------               ----------------------   --------------------

Anthony F. Markel                      593,618 (4)                 13.6%
  c/o Markel Corporation
  4521 Highwoods Parkway
  Glen Allen VA 23060-6148

Troy A. Peery, Jr.                     566,059 (5)                 13.0%
  1900 Manakin Road, Second Floor
  Manakin-Sabot, VA 23103

John C. Cullather
  16 Ellensview Circle                 500,000 (6)                 11.5%
  Richmond, Virginia  23226

Royce & Associates, Inc.               433,400 (7)                 10.0%
Charles M. Royce
  1414 Avenue of the Americas
  New York, New York  10019



(1)  Beneficial  ownership has been determined in accordance with the provisions
     of Rule 13d-3 under the Exchange Act, under which, in general,  a person is
     deemed to be a beneficial owner of a security if he has or shares the power
     to vote or direct  the  voting of the  security  or the power to dispose or
     direct the  disposition of the security,  or if he has the right to acquire
     beneficial ownership of the security within 60 days.
(2)  Percentages for shares  beneficially owned are based on 4,337,391 shares of
     Common Stock issued and outstanding at March 28, 2002.
(3)  In Amendment No. 2 to a Joint  Schedule 13D filed with the SEC on September
     12, 2000, Great Lakes Capital, LLC reported beneficial ownership of 804,000
     shares of Common Stock.  Of that amount,  Great Lakes  reported that it had
     sole voting and dispositive  power with respect to 204,000 shares of Common
     Stock and it would have,  upon the exercise of certain stock options,  sole
     voting and dispositive  power with respect to an additional  600,000 shares
     of Common Stock. Each of Messrs. Settle, Corson, Crabtree,  Hobey, Kaufmann
     and McGrath  reported  that he had sole voting and  dispositive  power with
     respect to 56,211,  53,211, 7,385, 58,211, 6,771 and 3,211 shares of Common
     Stock,  respectively.  Each of Messrs. Settle,  Crabtree and Hobey reported
     that he would have, upon the exercise of certain stock options, sole voting
     and  dispositive  power with  respect to an  additional  2,000,  25,000 and
     37,500 shares of Common Stock,  respectively.  The amounts  reported in the
     Joint  Schedule 13D have been adjusted for purposes of the table to reflect
     the  expiration  of certain of Mr.  Crabtree's  options in  September  2000
     following  the  termination  of  his  employment  with  the  Company,   the
     expiration of certain of Mr.  Hobey's  options in August 2001 following the
     termination of his employment with the Company, and the grant of options to
     Mr. Settle in 2001 with respect to 26,083 shares of Common Stock.
(4)  Mr. Markel has beneficial ownership  of 566,035 shares  of Common Stock, of
     which 1,000 shares are held directly by Mr. Markel, 270,817 shares are held
     indirectly through a family limited partnership and 294,218 shares are held
     in trust  of which  family members  are  beneficiaries. Mr. Markel has sole
     voting and dispositive power for the general  partner of the family limited
     partnership  and such  trusts.  In  addition,  the Company  has granted Mr.
     Markel  options for 27,583 shares of Common Stock.

                                       11
<PAGE>


(5)  In a Schedule 13D filed  with the SEC on December 27, 2001,  Troy A. Peery,
     Jr.  reported  beneficial  ownership as of that  date of 560,059  shares of
     Common Stock.  Mr. Peery reported that  he had sole voting and  dispositive
     power with respect to all such shares.  That amount has been  adjusted  for
     purposes of  the  table to  reflect Mr. Perry's purchase of 5,000 shares of
     Common  Stock  on  August 7, 2000 and the  grant  to Mr. Peery of an option
     for 1,000 shares of Common Stock on August 8, 2001.
(6)  Based  upon  pleadings  filed by Mr. Cullather in a Virginia state court on
     March 22, 2002.
(7)  In Amendment  No. 2 to Schedule 13G filed with the SEC on February 8, 2002,
     Royce & Associates, Inc. and Charles M. Royce reported beneficial ownership
     as of December 31, 2001 of 433,400 shares of Common Stock.


ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management

         From March 2001 until the time they were appointed  executive  officers
of the Company,  Thomas M. Mishoe,  Jr. and Kathryn L. Tyler were engaged by the
Company to provide financial, operational and strategic consulting services. The
Company paid $156,231 in consulting fees to Mr. Mishoe and $65,900 in consulting
fees to Ms. Tyler for their performance of such consulting services.

         On  November  5,  2001,  the  Company  granted  stock  options  to  its
then-current  directors at out-of-the  money  exercise  prices in lieu of making
cash payments  owed to them at that time for their  service as directors  during
2001. See "Directors' Compensation" in Item 12 above.



                                       12
<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  as  amended,  the  registrant  has duly caused this Form
10-K/A  (Amendment  No.  1) to be  signed  on its  behalf  by  the  undersigned,
thereunto duly authorized.

                                    OPEN PLAN SYSTEMS, INC.


Dated:  April 30, 2002              By:  /s/ Thomas M. Mishoe, Jr.
                                         ---------------------------------------
                                         Thomas M. Mishoe, Jr.
                                         President and Chief Executive Officer