EMPLOYMENT AGREEMENT


     THIS  AGREEMENT,  effective  the  17th day of June,  1998,  by and  between
WILLIAM F. CRABTREE,  an individual  residing in the County of Ingham,  Michigan
(the  "Executive")  and OPEN PLAN  SYSTEMS,  INC., a Virginia  corporation  with
corporate  offices  located at 4299  Carolina  Avenue,  Richmond,  Virginia (the
"Company").

                                   WITNESSETH:

     WHEREAS,  pursuant to the terms of that certain  Management  and Consulting
Agreement,  dated June 17,  1998,  between the Company and Great Lakes  Capital,
Inc., the Company has appointed the Executive to the position of Chief Financial
Officer  of the  Company  and  wants to  assure  itself  of the  benefit  of the
Executive's services and experience; and

     WHEREAS,  the Executive has assumed the position of Chief Financial Officer
and is  willing  to work  in the  employ  of the  Company  upon  the  terms  and
conditions herein set forth;

     NOW,  THEREFORE,  in consideration of the premises and covenants  contained
herein,  and intending to be legally bound hereby,  the parties  hereto agree as
follows:

I.       Term Of Employment.

     (A) The term of the employment of the Executive  under this Agreement shall
be for an eighteen  (18)-month period commencing on June 17, 1998, and ending on
December 16, 1999.

     (B)  Notwithstanding  the  foregoing  provision (A) of this Section I., the
term of  employment of the Executive  under this  Agreement  shall be subject to
earlier termination by:

     (1)  determination of disability of the Executive  pursuant to Section IV.;
or

     (2) dismissal of the Executive from his position as Chief Financial Officer
pursuant to resolution by the Board of Directors of the Company; or

     (3) death of the Executive;

     provided, however, that

     (i) in the event of termination for determination of disability pursuant to
Paragraph (1) above, Section IV. shall apply;

     (ii) in the  event of  termination  pursuant  to  Paragraph  (2)  above for
"proper Cause" (defined in Section V.(A)), Section V.(B) shall apply;

     (iii) in the event of  termination  pursuant to Paragraph (2) above without
"Proper Cause" (defined in Section V.(A)), Section VI. shall apply; or

     (iv) in the event of termination due to the death of the Executive pursuant
to Paragraph (3) above, Section VII. shall apply.

     II. Services To Be Rendered.

     The Company agrees to employ the Executive as the Chief  Financial  Officer
of the  Company,  subject  to the  terms,  conditions  and  provisions  of  this
Agreement. The Executive hereby accepts such employment and agrees that he shall
devote the proper  degree of skill and  diligence in  rendering  services to the
Company under this  Agreement.  The Executive  shall report to and be subject to
the  direction of the Board of Directors of the Company.  The  Executive  agrees
that his employment as Chief Financial  Officer of the Company  pursuant to this
Agreement is a full time position,  based at the Company's  headquarters located
in Richmond, Virginia and that Executive will relocate to Richmond, Virginia for
the purpose of fulfilling his  obligations  hereunder.  The Executive  shall not
accept or retain any position as a director,  officer,  employee or agent of any
for-profit business  organization which is unaffiliated with the Company without
prior approval of the Board of Directors of the Company (which approval will not
be unreasonably withheld).

III.     Compensation.

     In  consideration  for the  services  rendered  to the  Company  under this
Agreement,  the Company  shall pay and provide to the  Executive  the  following
compensation and benefits:

         (A)      Salary.

     The Company shall pay the  Executive an annual base salary of  $120,000.00,
payable  in  twelve  equal  monthly  installments  on  the  Company's  regularly
scheduled pay days and  commencing  with the first pay day following the date of
this  Agreement.  This  annual base  salary  shall be  reviewed  annually by the
Compensation Committee of the Board of Directors (the "Compensation  Committee")
to consider appropriate increases,  but in no event shall the amount of the base
salary be reduced.

         (B)      Annual Incentive Bonus.

     In addition to the base salary to be paid to the  Executive  under  Section
III.(A),  the Executive  shall also be entitled to an annual  incentive bonus as
established and modified, from time to time, by the Compensation Committee.

     (C) Ancillary Benefits.

     (1) The Executive shall be entitled to receive prompt reimbursement for all
reasonable  expenses  approved  in  writing  by the  Chairman  of the  Board  of
Directors of the Company,  which  approval shall not be  unreasonably  withheld,
incurred  by the  Executive  in  connection  with his  relocation  to  Richmond,
Virginia.

     (2) The  Executive  shall  also be  entitled  to other  ancillary  benefits
provided by the Company, consistent with the compensation policies and practices
of the Company  from time to time,  prevailing  with  respect to persons who are
executive officers of the Company.

     IV. Disability.

     (A) The  term of  employment  of the  Executive  may be  terminated  at the
election of the Company  upon a  determination  by the Board of Directors of the
Company, made based upon a qualified medical opinion, that the Executive will be
unable,  by reason of physical or mental  incapacity,  to perform the reasonably
expected  or  customary  duties of Chief  Financial  Officer of the Company on a
full-time  basis for a period longer than three (3)  consecutive  months or more
than six (6) months in any consecutive twelve (12)-month period. In the exercise
of its determination, the Board of Directors shall give due consideration to the
opinion of the Executive's  personal  physician or physicians and to the opinion
of any  physician or  physicians  selected by the Board of  Directors  for these
purposes.  If the Executive's  personal  physician  disagrees with the physician
retained  by the  Company,  the Board of  Directors  will  retain  an  impartial
physician  selected by the  Executive's  personal  physician  and the  Company's
physician and the opinion of the impartial  physician  shall be binding upon the
Company and the  Executive.  The Executive  shall submit to  examination  by any
physician  or  physicians  so  selected  by the  Board of  Directors,  and shall
otherwise  cooperate  with the Board of  Directors  in making the  determination
contemplated  hereunder,   such  cooperation  to  include,  without  limitation,
consenting to the release of information by any such  physician(s)  to the Board
of Directors.  Notwithstanding the foregoing,  the Corporation shall comply with
all requirements of the Americans with  Disabilities  Act, 42 U.S.C.  12101 et.
seq.

     (B) In the event of such  termination  for  disability,  the Company  shall
thereupon be relieved of its  obligations to pay any  compensation  and benefits
under Section III., except for accrued and unpaid items, but shall, in addition,
pay to the Executive such disability compensation as set forth in any disability
plan established by the Company for its executive offices.

V.       Termination For Proper Cause.

     (A) The occurrence of any of the following events shall constitute  "Proper
Cause" for  termination of the employment of the Executive under this Agreement,
at the election of the Board of Directors of the Company:

     (1) the  Executive  shall  voluntarily  resign as a  director,  officer  or
employee  of the  Company  without  the prior  written  consent  of the Board of
Directors of the Company;

     (2) the  Executive  shall  fail to  favorably  perform  as Chief  Financial
Officer  based on a reasonable  determination  made by the Board of Directors of
the Company and fail to cure such deficient performance within five (5) calendar
days after receiving notice of such deficient performance from the Company;

     (3) the Executive shall fail to fulfill his duties and obligations as Chief
Financial Officer on a full time basis from the Company's  headquarters  located
in Richmond,  Virginia except as otherwise agreed or approved by the Chairman of
the Board of Directors of the Company;

     (4) the Executive  shall breach this Agreement in any material  respect and
fail to cure such breach within five (5) calendar days after  receiving  written
notice of such breach from the Company; or

     (5) the  commission  of a fraud,  or other  criminal  act, by the Executive
directly  involving  the Company or any  Affiliates  of the Company  which would
constitute a felony if prosecuted under criminal law.

     (B) In the event of termination of the Executive's  employment  pursuant to
Section  I.(B)(2) for Proper Cause,  the Company shall  thereupon be relieved of
its obligations to pay any compensation and benefits under Section III.,  except
for accrued and unpaid items.

VI.      Termination Without Proper Cause.

     In the event of termination of the Executive  pursuant to Section  I.(B)(2)
without  Proper Cause (as defined in Section  V.(A)  above),  the Company  shall
thereafter  be and remain  obligated to pay to the  Executive  (or his estate or
designated  beneficiary) the  compensation  and benefits  provided under Section
III.(A)  and  III.(B)  and such  benefits  under  III.(C)  as are  payable  to a
terminated  employee  until  expiration  of  the  eighteen  (18)-month  term  of
employment established by Section I.(A). In the event of a dispute as to whether
Executive was terminated for or without  "Proper Cause," or regarding the amount
of  compensation  Executive  is entitled to receive  under this Section VI., the
Company shall be obligated to continue to pay to the Executive (or his estate or
designated  beneficiary)  all of the  compensation  and benefits  reserved under
Section III. until the dispute is resolved by an arbitrator  pursuant to Section
XVII. hereof.

VII.     Death.

     In the event of  termination  of the  Executive's  employment  pursuant  to
Section  I.(B)(3)  above,  the  Company  shall  pay the  Executive's  estate  or
designated  beneficiary  such  death  benefits  as may be set  forth in any life
insurance plan  established  by the Company for its executive  officers plus all
accrued and unpaid items.

VIII.    Confidentiality.

     For purposes of this Agreement,  "Confidential  Information" shall mean any
information  of a proprietary  or  confidential  nature and trade secrets of the
Company and  Affiliates  of the Company  relating to the business of the Company
and Affiliates of the Company that have not previously been publicly released by
duly authorized  representatives of the Company.  The Executive agrees to regard
and preserve as  confidential  all  Confidential  Information  pertaining to the
Company's  business  that has been or may be  obtained by the  Executive  in the
course of his employment  with the Company,  whether he has such  information in
his  memory or in writing  or other  physical  form.  The  Executive  shall not,
without  written  authority  from the  Company  to do so,  use for his  personal
benefit or his personal  purposes,  unrelated  to business of the  Company,  nor
disclose to others,  either during the term of his  employment  hereunder or for
five  (5)  years  thereafter,  except  as  required  by  the  conditions  of his
employment  hereunder,   any  Confidential  Information  of  the  Company.  This
provision  shall  not  apply  after  the   Confidential   Information  has  been
voluntarily  disclosed to the public by a duly authorized  representative of the
Company,  independently  developed and disclosed by others,  or otherwise enters
the public domain through lawful means.

IX.      Removal Of Documents Or Objects.

     The Executive agrees not to remove from the premises of the Company, except
as an officer, director or employee of the Company in pursuit of the business of
the  Company  or any  Affiliates  of the  Company,  or  except  as  specifically
permitted  in writing by the  Company,  any  document  or object  containing  or
reflecting any Confidential Information of the Company. The Executive recognizes
that all documents or material containing Confidential  Information developed by
him or by  someone  else in the course of  employment  by the  Company,  are the
exclusive property of the Company.

X.       Nonpiracy Covenants.

     (A) For the purpose of this  Agreement,  the following terms shall have the
following meanings:

     (1) "OPS  Customers"  shall be limited to those customers of the Company or
Affiliates  of the Company for whom the Company or Affiliates of the Company are
rendering services as of the date of termination of the Executive's employment;

     (2)  "Affiliates  of the Company"  shall have the meaning  ascribed to such
term in Rule  12b-2  under  the  Exchange  Act as in  effect on the date of this
Agreement;

     (3) "Prohibited Services" shall mean services in the new and remanufactured
office furniture industry performed by the Company or Affiliates of the Company,
their  agents or employees  in any other  business  engaged in by the Company or
Affiliates  of the  Company  on  the  date  of  termination  of the  Executive's
employment;

     (4) "Prospective  Customers" shall be limited to those parties known by the
Executive to have been  solicited for business  within any  Prohibited  Services
within the twelve  (12)-month  period  preceding the date of  termination of the
Executive's  employment,  and with or from whom,  within  the twelve  (12)-month
period preceding the date of termination of the Executive's employment,  someone
acting on behalf of the Company or Affiliates of the Company  either had met for
the  purpose of  offering  any  Prohibited  Services  or had  received a written
response to an earlier solicitation to provide any Prohibited Services;

     (5) "Restricted Period" shall mean the period of five (5) years immediately
following the date of termination of the Executive's employment.

     (B) The  Executive  recognizes  that over a period of years the Company has
developed,  at considerable  expense,  relationships  with, and knowledge about,
Customers and Prospective  Customers which  constitute a major part of the value
of the  Company.  During  the  course  of his  employment  by the  Company,  the
Executive  will either have  substantial  contact  with,  or obtain  substantial
knowledge about, these Customers and Prospective Customers.  In order to protect
the value of the Company's business, the Executive covenants and agrees that, in
the event of the termination of his employment,  but only if said termination is
voluntary or for Proper Cause, he shall not, directly or indirectly, for his own
account  or for  the  account  of any  other  person  or  entity,  as an  owner,
stockholder,  director,  employee,  partner, agent, broker,  consultant or other
participant during the Restricted Period:

     (1) solicit a Customer for the purpose of providing  Prohibited Services to
such Customer;

     (2) accept an  invitation  from a  Customer  for the  purpose of  providing
Prohibited Services to such Customer;

     (3) solicit a Prospective  Customer for the purpose of providing Prohibited
Services to such Prospective Customer; and

     (4) accept an  invitation  from a  Prospective  Customer for the purpose of
providing Prohibited Services to such Prospective Customer.

     Subsections (1), (2), (3), and (4) are separate and divisible covenants; if
for any reason any one covenant is held to be illegal, invalid or unenforceable,
in whole or in part, the remaining  covenants shall remain valid and enforceable
and  shall  not be  affected  thereby.  Further,  the  periods  and scope of the
restrictions  set forth in any such  subsection  shall be reduced by the minimum
amount  necessary to reform such  subsection to the maximum level of enforcement
permitted to the Company by the law governing this Agreement.  Additionally, the
Executive  agrees  that no  separate  geographic  limitation  is needed  for the
foregoing  nonpiracy  covenants as such are not a prohibition on the Executive's
employment  in the new and  remanufactured  office  furniture  industry  and are
already  limited to only those entities which are included within the definition
of "Customer" and "Prospective Customer."

XI.      Nonraiding of Employees.

     (A) Executive covenants that during the term of this Agreement, he will not
solicit,  induce  or  encourage  for  the  purposes  of  employing  or  offering
employment  to, or directly or indirectly  solicit,  induce or encourage to seek
employment with any other business,  whether or not Executive is then affiliated
with  such  business,  any  individual  who is  then an  employee  of OPS or its
Affiliates, including John L. Hobey ("Hobey");

     (B) Executive  covenants that,  during the Restricted  Period  specified in
Section X(A)  hereof,  but only if said  termination  is voluntary or for Proper
Cause, he will not solicit, induce or encourage for the purposes of employing or
offering employment to, or directly or indirectly  solicit,  induce or encourage
to seek  employment  with any other  business,  whether or not Executive is then
affiliated with such business, any individual who, as of the date of termination
of Executive's  employment  hereunder,  is an employee of OPS or its Affiliates,
other than Hobey;

     (C) Executive  covenants that, if prior to the expiration or termination of
this Agreement, (i) OPS terminates Executive for Proper Cause (as defined in his
Employment  Agreement) or (ii) Executive  voluntarily  resigns as an employee of
OPS, Executive will not initiate the solicitation or inducement for the purposes
of employing or offering  employment to, or directly or indirectly  initiate the
solicitation or inducement to seek  employment with any other business,  whether
or not Executive is then  affiliated  with such  business,  of Hobey,  until the
later of (x) the  expiration  or  termination  of this  Agreement or (y) six (6)
months  after such  termination  for Proper Cause or  voluntary  resignation  of
Hobey.
 
XII.     Notification of Former and New Employment.

     During the term of this  Agreement and the Restricted  Period  specified in
Section X. hereof, but only if the termination of employment by the Executive is
voluntary or for Proper Cause, the Executive covenants to notify any prospective
employer  or  joint  venturer,  which is a  competitor  of the  Company  of this
Agreement  with  the  Company;  and  if  the  Executive  accepts  employment  or
establishes a  relationship  with such  competitor,  the Executive  covenants to
notify the Company  immediately of such relationship.  If the Company reasonably
believes that the Executive is affiliated or employed by or with a competitor of
the Company during the Restricted  Period,  after  termination of his employment
voluntarily or for Proper Cause, then the Executive grants the Company the right
to forward a copy of this Agreement to such competitor.

XIII.    Remedies Upon Employee Breach of Agreement.

     If the Executive  materially  breaches any provision of this  Agreement and
fails to cure any such material breach within five (5) days after written notice
of said material breach is received from the Company,  the Company  reserves the
right to avail  itself of any  reasonable  remedy  available  to it at law or in
equity.  Further,  if the Executive fails to cure any such material breach after
five (5) days from receipt of written notice of the material breach, the Company
may, at its sole option, employ reasonable  disciplinary  procedures against the
Executive for any material breach, up to and including discharge.  The Executive
acknowledges and agrees that the Company shall be entitled to injunctive  relief
against the  Executive  for any material  violation by the Executive of Sections
VIII.  IX., X., XI., or XII. of this Agreement which the Executive fails to cure
within  five (5) days after  receipt of written  notice  from the  Company.  The
Executive  agrees  that  the  foregoing  remedies  shall be  cumulative  and not
exclusive,  shall not be waived by any partial  exercise or nonexercise  thereof
and shall be in addition to any other  remedies  available to the Company at law
or in equity.

XIV.     Tolling of Restrictive Covenants During Violation.

     If a material breach by the Executive of any of the  restrictive  covenants
of this Agreement  occurs,  the Executive agrees that the restrictive  period of
each such covenant so materially  violated shall be extended by a period of time
equal to the  period of such  material  violation  by the  Executive.  It is the
intent  of  this  Section  that  the  running  of  the  restricted  period  of a
restrictive  covenant shall be tolled during any period of material violation of
such covenant so that the Company shall get the full and  reasonable  protection
for which it contracted and so that the Executive may not profit by his material
breach.

XV.      Notices.

     All notices  and other  communications  which are  required or may be given
under this Agreement  shall be in writing and shall be deemed to have been given
if delivered  personally or sent by registered or certified mail, return receipt
requested, postage prepaid:

         (A)      If to the Company, to it at the following address:

                  4299 Carolina Avenue
                  Building C
                  Richmond, Virginia  23222
                  Telecopier:  (804) 228-5656
                  Attn:  Chairman of the Board

                  with a copy to:
 
                  Williams Mullen Christian & Dobbins
                  1021 East Cary Street, 16th Floor
                  Richmond, Virginia  23219
                  Telecopier:  (804) 783-6507
                  Attention:  Theodore L. Chandler, Jr., Esquire


         (B)      If to the Executive, to him at the following address:

                  William Crabtree
                  4925 North Williamston Road
                  Williamston, Michigan 48895


     or to such other place as either  party shall have  specified  by notice in
writing to the other.  A copy of any notice or other  communication  given under
this  Agreement  shall also be sent to the  Secretary  and the  Treasurer of the
Company addressed to such officers at the then principal office of the Company.

XVI.     Governmental Regulation.

     Nothing  contained  in this  Agreement  shall be construed so as to require
commission of any act contrary to law and whenever there is any conflict between
any  provision of this  Agreement  and any  statute,  law,  ordinance,  order or
regulation,  the latter shall  prevail,  but in such event any such provision of
this  Agreement  shall be curtailed and limited only to the extent  necessary to
bring it within the legal requirements.

XVII.    Arbitration.

     Any  dispute  or  controversy  as  to  the  interpretation,   construction,
application or enforcement of, or otherwise  arising under or in connection with
this  Agreement,  shall be  submitted  at the request of either party hereto for
mandatory,  final and binding arbitration in the City of Richmond,  Virginia, in
accordance with the applicable arbitration rules then prevailing of the American
Arbitration Association. The Company and Executive waive the right to submit any
controversy  or dispute to a Court  and/or a jury.  Any award  rendered  therein
shall  provide the full remedies  available to the parties under the  applicable
law and shall be final  and  binding  on each of the  parties  hereto  and their
heirs,  executors,  administrators,  successors  and assigns and judgment may be
entered thereon in any court having jurisdiction.

XVIII.   Indemnification by the Company.

     The Company shall defend, indemnify and hold harmless the Executive against
any all claims,  causes of actions,  damages and expenses  (including  all legal
fees and expenses) in any threatened,  pending or completed action,  arising out
of or relating in any way to action or conduct by the Executive by reason of the
fact that he was a  representative  of the Company or was serving at the request
of the Company or acts or conduct within the course of his  employment  pursuant
to this  Agreement  or in his  capacity  as a director  of the  Company.  If the
Company  contends that any action or conduct by the Executive was not within the
course of his  employment  or is otherwise  not subject to this  provision,  the
Company shall pay to the Executive all defense costs and expenses to defend such
an action and shall only be entitled to  reimbursement of such fees and expenses
if after a final  adjudication,  including  all  available  appeals,  there is a
holding that the Executive  was not entitled to the defense and  indemnification
under this provision.

XIX.     Governing Law.

     This  Agreement  shall be governed by and construed in accordance  with the
laws  of the  Commonwealth  of  Virginia  without  reference  to  principles  of
conflicts of laws.

XX.      Divisibility.

     Should an arbitrator declare any provision of this Agreement to be invalid,
such declaration  shall not affect the validity of the remaining  portion of any
such  provision or the validity of any other term or provision of the  Agreement
as a whole or any part thereof,  other than the specific  portion declared to be
invalid.

XXI.     Headings.

     The headings to the  Sections  and  Paragraphs  of this  Agreement  are for
convenience  of  reference  only  and in case of any  conflict  the text of this
Agreement, rather than the headings, shall control.

XXII.    Successors and Assigns.

     This  Agreement  is  binding  upon and shall  inure to the  benefit  of the
successors  and  assigns  of the  Company  and the  heirs,  executors  and legal
representatives of the Executive.

XXIII. Entire Agreement.

     This  Agreement  contains  the entire  understanding  of the  parties  with
respect  to the  subject  matter  contained  herein  and  supersedes  all  prior
agreements,  arrangements and understandings  relating to the subject matter and
may only be amended by a written agreement signed by the parties hereto or their
duly authorized representatives.

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<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

WITNESS:



_______________________________       /s/ William F. Crabtree                   
                                          William F. Crabtree


ATTEST:                                   OPEN PLAN SYSTEMS, INC.
 


________________________________    By: /s/ Anthony F. Markel                   
                                            Anthony F. Markel
                                            Chairman of the Board