Exhibit 10.1

                              FORBEARANCE AGREEMENT
                              ---------------------

          THIS FORBEARANCE  AGREEMENT (this "Forbearance  Agreement") is made as
of  August  10,  2001  by and  between  OPEN  PLAN  SYSTEMS,  INC.,  a  Virginia
corporation ("Company") and WACHOVIA BANK, N.A. (the "Bank").

                                 R E C I T A L S

          A.        Reference is made to that certain $5,250,000  revolving line
of credit  extended by the Bank to the Company  pursuant to a Commitment  Letter
dated March 15, 2000, as amended by letter dated August 1, 2000 (as amended, the
"Credit  Agreement") and the Reimbursement and Security  Agreement,  dated as of
June 1, 2000, between the Company and the Bank (the  "Reimbursement  Agreement,"
and collectively with the Credit Agreement, the "Agreements"),  and to the notes
executed  and  delivered  by the Company to the Bank  evidencing  the  Company's
obligations  to the Bank under the  Agreements  (collectively,  the "Notes," and
together with the Agreements, the "Loan Agreements").  Terms used herein and not
otherwise  defined herein,  unless  otherwise  expressly  noted,  shall have the
meanings assigned to them in the Agreements.

          B.        The  Company is in default  of the Loan  Agreements  and the
Loan   Documents   for  breach  or  violation  of  certain   provisions  of  the
Reimbursement  Agreement and  corresponding  provisions of the Credit  Agreement
that exist as of the date hereof (the  "Declared  Defaults").  These  provisions
include,  without limitation,  Sections 5.8, 6.1(b), 6.1(d), 7.13, 7.14 and 7.15
of the  Reimbursement  Agreement and the  corresponding  covenants in the Credit
Agreement.

          C.        By letter  dated  August 10,  2001,  the Bank  notified  the
Company of the Declared Defaults (the "Default Notice").

          D.        The Company has asked that the Bank forbear from  exercising
its rights and  remedies  against the Company  pursuant to the terms of the Loan
Agreements, the Loan Documents (as hereinafter defined) and under applicable law
during the Forbearance Period (as hereinafter  defined) and the Bank has agreed,
except as  hereinafter  specifically  provided,  to forbear from  exercising its
rights and remedies under the such documents and applicable law on the terms and
conditions set forth herein.

                                A G R E E M E N T

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

          SECTION 1.01 Additional Defined Terms. The following capitalized terms
shall have the following definitions:

         "Collateral  Reserve Account" shall mean a demand deposit account which
the

<PAGE>

Company is required to open and maintain with the Bank for the concentration
and  collection of proceeds of certain  collateral,  as provided in Section 2.04
hereof.

         "Forbearance Fee" shall mean the sum of $50,000.00.

         "Forbearance  Period"  shall mean the period from the date hereof until
the earlier to occur of (i) October 30, 2001, or (ii) a Termination Event.

         "Loan Documents" shall mean the loan, bond and other documents executed
in relation to and in connection with the Loan Agreements.

         "Termination  Event"  shall mean any of the events set forth in Section
8.01 hereof.

         SECTION  1.02  Other  Definitional  Provisions.   Except  as  otherwise
specified  herein,  all  references  herein (i) to any Person shall be deemed to
include such Person's  successors,  transferees and assignees,  but only, in the
case of transferees and assignees of the parties to this Forbearance  Agreement,
to the extent the applicable transfer or assignment complies with the provisions
of this  Forbearance  Agreement,  and  (ii) to any  applicable  law  defined  or
referred to herein  shall be deemed a reference  to such  applicable  law as the
same may have been or may be amended or supplemented from time to time.

          a.        When used in this Forbearance Agreement, the words "herein",
"hereof",  and  "hereunder"  and words of  similar  import  shall  refer to this
Forbearance  Agreement as a whole and not to any  provision of this  Forbearance
Agreement,  and the words  "Section",  "Schedule"  and "Exhibit"  shall refer to
Sections of and  Schedules  and Exhibits to this  Forbearance  Agreement  unless
otherwise specified.

          b.        Whenever the context so requires,  each gender  includes the
other gender, and the singular number includes the plural, and vice versa.

         SECTION 1.03 Captions. Article and Section captions in this Forbearance
Agreement  are  included  for  convenience  of  reference  only  and  shall  not
constitute a part of this Forbearance Agreement for any other purpose.

                                   ARTICLE II
                            AGREEMENTS OF THE COMPANY

         The Company agrees as follows:

         SECTION  2.01  Forbearance  Fee.  The  Company  shall  pay the Bank the
Forbearance  Fee,  payable upon the earlier of (i) the Company's  refinancing of
all of its obligations to the Bank with another lender,  (ii) the execution of a
comprehensive,  long term  refinancing  with the Bank of its  obligations to the
Bank (to which the Bank is not hereby committing), or (iii) October 30, 2001.



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<PAGE>

          SECTION 2.02 Line of Credit Agreements.

          (A)       Availability under the line of credit (i) will be reduced to
                    $4,550,000  beginning  July 31,  2001,  (ii) will be further
                    reduced to $4,400,000  beginning  August 15, 2001, and (iii)
                    will be further  reduced to 4,250,000  beginning  August 31,
                    2001.

          (B)       The interest rate on the line of credit will be increased to
                    LIBOR + 6.00%.

          (C)       The  advance  ratio  under  the  line of  credit  will be as
                    follows:

              1.    The  advance  rate  on  Accounts  Receivable  will be 75% of
                    eligible Accounts Receivable.
              2.    The maximum reliance on inventory will be $1,500,000.
              3.    Inventory  advances  will  be  35%  of  eligible  inventory,
                    subject to provision 2 above.
              4.    Eligible  inventory  will be defined as: "That which is held
                    for  resale  in the  normal  course  of  business  excluding
                    work-in-process and scrap."
              5.    No line of credit  proceeds  may be used to pay  obligations
                    associated  with the Company's  Lansing,  Michigan  facility
                    under  construction  (the  "Lansing  Facility")  without the
                    Bank's prior express written consent.

          (D)       The Company shall provide weekly borrowing base certificates
                    to the Bank.

          (E)       The  Company  shall  pay to the  Bank,  for  application  to
                    obligations outstanding under the line of credit, 75% of all
                    proceeds  representing  trade accounts  receivable,  if any,
                    from the termination of the Company's  Mexican joint venture
                    (Open Plan Systems Mexico, S.deR.L.deC.V.),  and the Company
                    will submit a new  borrowing  base  certificate  to the Bank
                    prior to the  Company's  next  draw on the  line of  credit,
                    which draw shall be in  compliance  with such new  borrowing
                    base certificate,  unless otherwise  explicitly agreed to by
                    the Bank in writing.

          (F)       With  respect  to  the  Reimbursement  Agreement,  the  Bank
                    reserves the right to approve or disapprove, in its sole and
                    absolute  discretion,  construction  draws  on  the  Lansing
                    Facility during the Forbearance Period;  provided,  however,
                    that  the  foregoing  notwithstanding,  the  Bank  expressly
                    consents to and agrees to the payment of amounts due to L.D.
                    Clark  Building  Co. only on the terms  described in Article
                    VII below.

          SECTION 2.03 Financial Information.

          (A)       The Company  must  provide the Bank with its final Form 10-Q
filed with the SEC for the quarter ending June 30, 2001 by the close of business
on August 14, 2001. The Company must provide the Bank with a monthly and year to
date  financial  statement  for the month  ending  July 31, 2001 by the close of
business on September  15, 2001,  and for each month  subsequent  thereto by the
last day of the following month. This financial statement will include a balance


                                       3
<PAGE>

sheet,  income statement and statement of cash flows and be in detail acceptable
to the Bank in all respects.

          (B)       The Bank  (or any  firm  designated  by it)  shall  have the
continuing  right to  conduct  a field  examination  (an  "Examination")  at any
collateral  location at any reasonable time, upon reasonable advance notice, and
without hindrance or delay, to inspect,  audit, check and make extracts from the
Company's books, records,  journals, orders, receipts and any correspondence and
other data relating to the collateral, to the Company's business or to any other
transactions between the parties hereto. The Company will promptly reimburse the
Bank for the cost of all Examinations at the rate of $750 per day  ("Examination
Fees")  plus out of  pocket  expenses,  provided,  however,  that the  Company's
obligation  to reimburse the Bank on account of the  Examination  Fees shall not
exceed the sum of  $12,000.00  on an annual basis  beginning on the date hereof.
The amount of the first Examination  Fees, when paid by the Company,  shall be a
credit against the Forbearance Fee.

         SECTION  2.04  Collateral  Reserve  Account.  On or before the close of
business on August 31, 2001, the Company shall establish and thereafter maintain
with the Bank a Collateral Reserve Account into which the Company shall transfer
and  deliver  all cash,  checks,  drafts,  items and other  instruments  for the
payment of money which it now has or may at any time  hereafter  receive in full
or partial  payment for or proceeds of  inventory  or accounts  receivable  and,
pending such transfer and delivery,  the Company shall be deemed to hold same in
trust for the benefit of the Bank. The Company shall not be entitled to withdraw
funds on deposit in the Collateral  Reserve Account after its inception  without
the prior  written  consent  of the Bank;  provided,  however,  that at any time
during which collected funds exist on deposit in the Collateral Reserve Account,
the Bank may withdraw such  deposits,  or any portion  thereof,  therefrom,  for
application against the Company's  obligations to the Bank in such manner as the
Bank,  in its sole  discretion,  may  determine.  Notwithstanding  the foregoing
however,  so long as no default  exists under the terms of the Loan  Agreements,
the Loan  Documents  and this  Forbearance  Agreement  (other than the  Declared
Defaults),  the Bank  agrees  to settle  with the  Company  as to the  amount of
availability  under the line of credit  after the  foregoing  application,  on a
daily basis,  on each  business  day.  The Company  irrevocably  designates  and
appoints  the  Bank as its true  and  lawful  attorney-in-fact  to  endorse  for
collection any checks, drafts, notes or other instruments received in payment of
or on account of any collateral  hereafter coming into the Bank's possession and
control,  whether pursuant to the Collateral  Reserve Account or otherwise,  but
the Bank shall not be under any duty to exercise any such  authority or power or
in any way be responsible for the collection of any such collateral.


                                   ARTICLE III
                             AGREEMENTS OF THE BANK

         Subject to the  satisfaction of the conditions  precedent  contained in
Article IV of this Forbearance Agreement, the Bank agrees as follows:



                                       4
<PAGE>

         SECTION 3.01 Forbearance. During the Forbearance Period, so long as the
Company  complies with the terms of this  Forbearance  Agreement,  and except as
explicitly  stated  herein,  and subject to the  satisfaction  of the conditions
precedent contained in Article IV of this Forbearance Agreement, the Bank agrees
that it will forbear from exercising its rights and remedies against the Company
under the Loan  Agreements,  the Loan  Documents and under  applicable law until
after the expiration of the Forbearance Period.


                                   ARTICLE IV
               CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BANK

         The obligations of the Bank under Article III hereof are subject to the
satisfaction  of the  following  conditions  precedent  (except  to  the  extent
expressly waived or modified by the Bank in writing):

         SECTION 4.01 Forbearance Agreement.  The Bank shall have received fully
executed counterparts of this Forbearance Agreement from the Company.

         SECTION   4.02   Representations   and   Warranties.    Each   of   the
representations  and  warranties  contained  in  Article  V of this  Forbearance
Agreement shall be true and correct in all material respects.

         SECTION 4.03  Authorization.  If requested by the Bank,  the Bank shall
have received true copies of all consents necessary for the execution,  delivery
and performance of this Forbearance  Agreement and all corporate  resolutions of
the  Company  authorizing  the  transactions  contemplated  by this  Forbearance
Agreement.

         SECTION 4.04 No Termination  Event.  No  Termination  Event shall occur
immediately upon execution of this Forbearance Agreement.


                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         To  induce  the Bank to enter  into  this  Forbearance  Agreement,  the
Company acknowledges, represents and warrants the following to the Bank, and the
Company  hereby  waives and agrees to be estopped  from  asserting  any legal or
factual claim against the Bank contrary to the following:

         SECTION  5.01  Status of Default.  The Company is in default  under the
terms of the Loan Agreements and the Loan Documents,  as provided in the Default
Notice, and the Company does not have any defenses,  legal or equitable,  to the
payment of the amounts outstanding in regard to the Loan Agreements.



                                       5
<PAGE>

         SECTION 5.02 Existences. The Company is a corporation,  duly formed and
validly existing under the laws of the Commonwealth of Virginia.

         SECTION  5.03   Authority,   Noncontravention,   Enforceability.   This
Forbearance Agreement constitutes the legal, valid and binding obligation of the
Company,  enforceable  against it in  accordance  with its terms  (except as the
enforcement of remedies may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting creditors rights generally and
to general principles of equity). The execution and delivery of, and performance
under,  this Forbearance  Agreement is within the Company's power and authority,
without the joinder or consent of any other person or entity, and have been duly
authorized by all requisite  action and are not in  contravention  of law or the
provisions of the Company's charter, bylaws or other organizational documents or
of any indenture, agreement or undertaking to which the Company is a party or by
which it is bound.

         SECTION 5.04 Entire Agreement.  Other than this Forbearance  Agreement,
and other than that certain  temporary waiver letter between the Company and the
Bank  dated  as of May 23,  2001,  which  is  superceded  by the  terms  of this
Forbearance  Agreement,  as of the date hereof,  there exist no  understandings,
course of conduct or course of dealing among the parties hereto, or any of them,
which  has  altered  or could  alter  the  terms of the  Loan  Agreements,  this
Forbearance  Agreement,  the Loan Documents executed and delivered in connection
herewith or therewith, or which would preclude the Bank from enforcing its legal
rights and pursuing its legal remedies under such documents and applicable law.

         SECTION 5.05 Oral Agreements and Negotiations. Although there have been
meetings and  discussions  with the Bank  regarding the Loan  Agreements and the
documents  relating thereto,  the Company  acknowledges that (i) nothing said or
done by the Bank in connection with such negotiations  and/or  discussions shall
be  binding  on the Bank or shall be the  basis of any  claim  against  the Bank
regarding  the  Loan   Agreements,   or  the  Loan  Documents  unless  expressly
incorporated into the terms of this Forbearance  Agreement;  and (ii) it has not
relied  on any  statements  or  actions  by the  Bank  or any of its  agents  or
attorneys  regarding the Loan  Agreements,  or the Loan  Documents  except those
specifically incorporated into this Forbearance Agreement.

         SECTION 5.06 No  Defenses;  No Waiver of Defaults or Events of Default.
The  Company  does not have any  claims,  actions,  causes of action,  defenses,
counterclaims  or  set-offs  of any  kind or  nature  with  respect  to the Loan
Agreements,  or the Loan  Documents,  against the Bank or any of its  respective
officers,  directors,  employees,  agents  or  attorneys,  which it can or could
assert in connection  with the events  occurring on or prior to the date of this
Forbearance  Agreement.  The Company  agrees that no default or event of default
now existing under the Loan  Agreements or any documents  executed in connection
therewith  shall be waived  by this  Forbearance  Agreement  and that all of the
Bank's  rights and remedies are expressly  reserved to them,  except as provided
herein.

         SECTION 5.07 Consents and Approvals. No action, consent or approval of,
or  registration  or  filing  with,  or any  other  action  by any  governmental
authority  or of any  person  is



                                       6
<PAGE>

required in  connection  with the  execution,  delivery and  performance  by the
Company of this Forbearance Agreement.

         SECTION 5.08 Litigation. Except for the suit by L.D. Clark Building Co.
("L.D.  Clark") filed in the Circuit Court for the County of Eaton,  Michigan on
or about July 9, 2001 against the Company and the Bank, File No.  01-913-C2 (the
"L.D. Clark Suit"),  there is no action,  suit or proceeding at law or in equity
or by or before  any court or  governmental  authority  now  pending  against or
affecting  the Company or its assets or rights which,  if adversely  determined,
could have a material  adverse  effect on the  Company's  ability to perform its
obligations under this Forbearance Agreement.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         The Company  covenants  and agrees with the Bank, so long as the Bank's
forbearance  hereunder shall remain in effect, or the obligations under the Loan
Agreements shall remain unpaid, to:

         SECTION 6.01 Borrowing Base  Certificates.  Provide the Bank weekly the
borrowing  base  certificate  contemplated  hereby,  or at  such  other  time as
specifically provided in Section 2.02(E) hereof.

         SECTION  6.02  Payments.  Notwithstanding  the Declared  Defaults,  the
Company shall make all payments due on the note evidencing the line of credit as
provided  therein,  and as may be required  under, or in the  implementation  or
exercise of, the provisions and terms hereof.

         SECTION 6.03 Financial Information. Deliver or cause to be delivered to
the Bank such  information  concerning  the  business,  properties  or financial
condition of the Company as the Bank shall reasonably request from time to time.

         SECTION 6.04 Notice of Termination  Event. Give the Bank prompt written
notice of any Termination Event.

         SECTION 6.05 Further  Assurances.  Execute and deliver,  or cause to be
executed and  delivered,  all documents and  instruments,  in form and substance
satisfactory  to the Bank and its  counsel,  necessary,  in the  opinion of such
counsel,  to perfect and  maintain  continuously  all of the Bank's liens on any
collateral securing the Company's  obligations to the Bank at such time or times
as the Bank shall reasonably request.

                                   ARTICLE VII
                  SALE OF LANSING FACILITY; REDEMPTION OF BONDS

         SECTION 7.01 Sale of Lansing  Facility.  The Bank acknowledges that the
Company  is  negotiating  the  sale of the  Lansing  Facility  to a third  party
purchaser.  If such sale closes before the



                                       7
<PAGE>

expiration of the Forbearance  Period, and if the terms,  conditions and date of
closing of such sale are agreeable to the Bank in its sole  discretion,  then in
connection with such sale of the Lansing Facility, the Bank covenants and agrees
that it will upon  closing (i)  provide  its written  consent to the sale of the
Lansing Facility to the extent required under the Loan Agreements,  (ii) release
any security interest, mortgage or other lien on the Lansing Facility (including
land,  building,  fixtures  and other  assets  directly  related to the  Lansing
Facility and conveyed to the  purchaser)  and on the cash  proceeds of the sale;
and (iii) provide its written consent to the payment of  construction  draws and
other amounts owed by the Company to L.D. Clark, from the proceeds of such sale,
for work performed on the Lansing Facility.  The net cash proceeds from the sale
of the  Lansing  Facility  after  payment  of L.D.  Clark  shall  be paid to the
Company.

         SECTION  7.02.   Redemption  of  Bonds.  The  Company  agrees  that  in
connection  with the sale of the  Lansing  Facility  it will take all  necessary
action to redeem all of the Bonds (as  defined in the  Reimbursement  Agreement)
issued by the Michigan Strategic Fund to finance the construction of the Lansing
Facility;  provided,  however, that the Company shall not be obligated to redeem
all of the Bonds if (i) a sale of the  Lansing  Facility is not  consummated  or
(ii) the  purchaser of the Lansing  Facility  agrees to assume the Bonds and the
Bank  either  consents  to  the  assumption  or is  released  from  all  of  its
obligations under the Loan Documents with respect to the Bonds. The Company will
commence the  redemption of the Bonds  promptly  upon  execution of a definitive
purchase  agreement  for the sale of the  Lansing  Facility  and will effect the
redemption  of the  Bonds  prior  to the  closing  of the  sale  of the  Lansing
Facility.  The Bank hereby consents to the redemption of the Bonds and agrees to
provide  all  other  necessary  consents  to  third  parties  relating  to  such
redemption.  The parties hereto acknowledge that it is anticipated that the Bank
shall seek  reimbursement of amounts due from the Company upon redemption of the
Bonds from (i) the  escrowed  proceeds  derived  from the issuance of the Bonds,
believed to be in the current  approximate amount of $2.1 million,  and (ii) the
funds in the  Shortfall  Account  described  in Section  7.03  hereof;  the Bank
reserves all rights, however, to seek reimbursement from the Company pursuant to
the terms of the Loan Agreements, the Loan Documents and applicable law.

         SECTION 7.03  Shortfall  Account.  To facilitate  the redemption of the
Bonds,  the Company has established,  and agrees to maintain,  an account at the
Bank, holding the approximate sum of $328,000.00 (the "Shortfall Account").  The
funds in the Shortfall Account represent proceeds of the Bank's collateral,  and
are subject to the Bank's liens securing the Company's  obligations  outstanding
under the Loan  Agreements  and the Loan  Documents.  The  Company  and the Bank
acknowledge  and agree that,  during the Forbearance  Period,  (i) the Shortfall
Account  shall be used to pay the Bank amounts which are or may become due under
the  Reimbursement  Note  and/or on account  of  amounts  drawn on the Letter of
Credit,  and (ii) in the event that any amounts remain in the Shortfall  Account
after  payment  in full  of  amounts  which  are or may  become  due  under  the
Reimbursement  Note and/or on account of amounts  drawn on the Letter of Credit,
then, and only then, shall any such excess be remitted to the Company. After the
Forbearance  Period,  the Bank  shall be  entitled  to  exercise  all rights and
remedies  regarding the Shortfall  Account pursuant to the Loan Agreements,  the
Loan Documents and under  applicable law. In any event, the Company shall remain
liable  to the  Bank  for  amounts  which  are  or  may  become  due  under  the
Reimbursement Note and/or on account of amounts drawn on the Letter of Credit.



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<PAGE>

         SECTION 7.04 Exception to Forbearance.  Notwithstanding the forbearance
granted herein or any other provision  hereof,  the Bank reserves,  and does not
waive or forbear from exercising,  all rights to exercise its remedies under the
Loan  Agreements and the Loan  Documents,  including,  without  limitation,  the
Reimbursement  Agreement, and pursuant to applicable law, pertaining only to (i)
the  redemption,  calling or tendering of the Bonds,  and (ii) the collection of
amounts  which are or may  become  due under the  Reimbursement  Note  and/or on
account of amounts drawn on the Letter of Credit as provided herein.

                                  ARTICLE VIII
                               TERMINATION EVENTS

         SECTION 8.01  Termination  Events.  Upon the  occurrence  of any of the
following events, the Bank shall be immediately relieved of its agreements under
this Forbearance Agreement,  and the Bank, at its option, may immediately pursue
any and all  remedies,  legal and  equitable,  available  to them under the Loan
Agreements, the Loan Documents, applicable law and/or hereunder:

                  a.       the  Company  fails to  comply  with any  affirmative
                           covenant, agreement, obligation, term or condition of
                           this Forbearance Agreement; or

                  b.       if any monetary or non-monetary  default first occurs
                           subsequent to the date hereof,  in the performance of
                           any of the terms of the Loan Agreements or any of the
                           Loan Documents,  pursuant to the terms thereof (other
                           than Section 4.3(c) of the  Reimbursement  Agreement,
                           Section  5.8  of  the  Reimbursement  Agreement  with
                           respect to the filing of federal and state  corporate
                           income tax returns and the  assessment  of  penalties
                           and  interest  on  certain  payroll  taxes,  Sections
                           4.3(d) and 5.9 of the  Reimbursement  Agreement  with
                           respect to the L.D.  Clark Suit or arising out of the
                           L.D.  Clark  Suit,  Sections  6.1(a)  and  (d) of the
                           Reimbursement  Agreement  with  respect to the 30 day
                           time  period and  certifications  set forth  therein,
                           Sections 5.18 and 7.4 of the Reimbursement  Agreement
                           to the extent  such Lien  arises out of or is related
                           to  the  L.D.   Clark   Suit,   Section  6.8  of  the
                           Reimbursement   Agreement   with   respect   to   the
                           assessment  of  penalties  and  interest  on  certain
                           payroll  taxes,  Section  7.5  of  the  Reimbursement
                           Agreement   with   respect   to   Lansing   inventory
                           adjustments,   Section  7.12  of  the   Reimbursement
                           Agreement in  connection  with any waiver of required
                           notice to the bondholders or trustee,  Sections 7.13,
                           7.14  and  7.15  of  the   Reimbursement   Agreement,
                           Sections   8.1(k)   and  (l)  of  the   Reimbursement
                           Agreement,   Section  8.1(m)  of  the   Reimbursement
                           Agreement with respect to the assessment of penalties
                           and  interest  on certain  payroll  taxes and amounts
                           that may be levied for  noncompliance  with Form 5500
                           filing obligations under ERISA, Section 8.1(p) of the
                           Reimbursement   Agreement,   and  all   corresponding
                           provisions, if any, of the other Loan Documents); or



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<PAGE>

                  c.       any   representation   or   warranty   made  in  this
                           Forbearance  Agreement shall prove to have been false
                           or misleading in any material respect when made; or

                  d.       the  results of any  Examination  differs  materially
                           from the borrowing base  certificates  then currently
                           being provided by the Company to the Bank; or

                  e.       the  Company  shall  (i)  voluntarily   commence  any
                           proceeding or file any petition  seeking relief under
                           Title  11 of the  United  States  Code  or any  other
                           federal,  state or foreign Bankruptcy,  insolvency or
                           similar law, (ii) consent to the  institution  of, or
                           fail  to  controvert  in  a  timely  and  appropriate
                           manner, any such proceeding or the filing of any such
                           petition,   (iii)   apply  for  or   consent  to  the
                           appointment  of  a  receiver,   trustee,   custodian,
                           sequestrator  or similar  official under  bankruptcy,
                           insolvency   or  similar   law,   for  it  or  for  a
                           substantial part of its property, (iv) file an answer
                           admitting  the  material  allegations  of a  petition
                           filed against it in any such  proceeding,  (v) make a
                           general  assignment for the benefit of creditors,  or
                           (vi)  take  voluntary   action  for  the  purpose  of
                           effecting any of the foregoing; or

                  f.       an  involuntary  proceeding  shall be commenced or an
                           involuntary  petition  shall  be  filed in a court of
                           competent  jurisdiction seeking (i) relief in respect
                           of the Company  under  Title 11 of the United  States
                           Code  or  any  other   federal,   state  or   foreign
                           bankruptcy,  insolvency  or  similar  law,  (ii)  the
                           appointment  of  a  receiver,   trustee,   custodian,
                           sequestrator or similar  official for the Company for
                           a  substantial  part of its  property  or  (iii)  the
                           winding-up or  liquidation  of the Company,  and such
                           proceeding  is not  dismissed or stayed  within forty
                           (40) days.

         SECTION  8.02  Exercise  of  Remedies.   Upon  the  expiration  of  the
Forbearance Period, the Bank shall be entitled to exercise any of its rights and
remedies,   including  without  limitation,   remedies  under  this  Forbearance
Agreement, the Loan Agreements, or any Loan Documents, and under applicable law,
and the Bank  shall  remain  entitled  to the  benefit  of each and every  other
provision  of this  Forbearance  Agreement  which  shall  remain in  effect  and
enforceable against the Company.

                                   ARTICLE IX
                                  MISCELLANEOUS

         SECTION 9.01 No Waiver.  Nothing in this Forbearance Agreement shall be
construed as a waiver by the Bank of any existing  defaults known to the Bank or
future defaults under the Loan Agreements,  or any Loan Documents, or any rights
the Bank may have to enforce  the terms  thereof or  exercise  their  rights and
remedies  thereunder  or under  applicable  law except  for the  Bank's  express
agreements under Article III of this Forbearance Agreement.



                                       10
<PAGE>

         SECTION  9.02  No  Modification.  This  Forbearance  Agreement  is  not
intended  to,  and does not,  modify,  alter,  amend or change any of the Bank's
rights under the Loan Agreements, or any of the Loan Documents, except as herein
expressly provided,  and is not intended to, and does not, constitute a novation
or release of the  agreements  or  obligations  under such  documents.  The Loan
Agreements,  and the Loan Documents otherwise remain in full force and effect in
accordance  with their terms.  In the event of any conflict in the terms of such
documents  with  the  terms of this  Forbearance  Agreement,  the  terms of this
Forbearance Agreement shall govern.

         SECTION  9.03 No  Amendments.  This  Forbearance  Agreement  may not be
supplemented, changed, waived, discharged, modified or amended except by written
instrument executed by the parties hereto.

         SECTION  9.04  Survival  of  Agreements.  In the event that all amounts
which are or may become due under the  Reimbursement  Note  and/or on account of
amounts drawn on the Letter of Credit are paid to the Bank and/or that the Bonds
are  redeemed  in  full,  then  the  representations,   warranties,  affirmative
covenants, negative covenants, events of default, remedies, and other agreements
of or applicable to the Company  contained in the Loan  Agreements  and the Loan
Documents,  including,  without  limitation,  the Reimbursement  Agreement,  and
which,  by the  terms of the Loan  Agreements  and/or  the Loan  Documents  have
previously applied to the line of credit, shall survive and remain in full force
and effect, unless otherwise indubitably satisfied by the Company, to the extent
that such provisions  would not otherwise remain in effect pursuant to the terms
of the Loan Agreements and the Loan Documents.

         SECTION 9.05 Waiver of Jury Trial. TO THE EXTENT  PERMITTED BY LAW, THE
COMPANY HEREBY KNOWINGLY, VOLUNTARILY,  INTENTIONALLY AND IRREVOCABLY WAIVES ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS  FORBEARANCE  AGREEMENT OR
ANY LOAN  DOCUMENT  OR ANY  COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS
(VERBAL OR WRITTEN), OR ACTIONS OF THE BANK.

         SECTION 9.06 Release.  The Company  represents and warrants that it has
no claims, actions, causes of action, defenses,  counterclaims or setoffs of any
kind or nature which it can or could assert against the Bank in connection  with
the making,  closing,  administration,  collection or enforcement by the Bank of
the Loan  Agreements,  the Loan  Documents,  this  Forbearance  Agreement or any
related agreements.  In the event the Company has any claims, actions, causes of
action,  defenses,  counterclaims or setoffs of any kind or nature now existing,
whether known or unknown,  which it now or hereafter may assert against the Bank
arising on or before the date hereof or based on facts and  circumstances  which
occurred on or prior to the date hereof in connection with the making,  closing,
administration,  collection or enforcement  by the Bank of the Loan  Agreements,
the Loan Documents,  this Forbearance  Agreement or any related  agreements (the
"Claims"),  then by executing this  Forbearance  Agreement,  the Company forever
waives and releases the Bank, and its officers,  directors,  attorneys,  agents,
representatives,  employees,  shareholders,  parent corporations,  subsidiaries,
affiliates,   successors  and  assigns   (individually,   a



                                       11
<PAGE>

"Released  Party";  collectively,  the "Released  Parties") from the Claims.  In
addition,  the Company  represents and warrants that it will not commence,  join
in, prosecute, or participate in any suit or other proceeding in a position that
is adverse to the Bank related to the Claims. This agreement and covenant on the
part of the  Company is  contractual,  and not a mere  recital,  and the Company
acknowledges and agrees that no liability  whatsoever is admitted on the part of
any party,  except the Company's  indebtedness under the Loan Agreements and the
Loan Documents,  and that all agreements and understandings  between the parties
hereto  are  embodied  in the  Loan  Agreements,  the  Loan  Documents  and this
Forbearance  Agreement.  Notwithstanding the foregoing or any other provision of
this Forbearance  Agreement,  the Company may assert defenses against L.D. Clark
in the L.D.  Clark  Suit based on the  alleged  actions of the Bank prior to the
date  hereof,  and may  seek to  compel  arbitration  of the  L.D.  Clark  Suit;
provided,  however,  that in so doing,  the Company seeks no affirmative  relief
against  the Bank in regard  thereto;  the Bank  makes no  admissions  in regard
thereto  and  reserves  all rights to dispute  or object to the  assertions  and
actions of the Company.

         SECTION  9.07  Governing  Law.  This  Forbearance  Agreement  has  been
prepared,  is being executed and  delivered,  and is intended to be performed in
the  Commonwealth  of Virginia  and the  substantive  laws of  Virginia  and the
applicable  federal  laws of the  United  States of  America  shall  govern  the
validity,  construction,  enforcement  and  interpretation  of this  Forbearance
Agreement.

         SECTION 9.08 Integration; Inconsistent Provisions. The Loan Agreements,
the  Loan  Documents  and  this  Forbearance  Agreement  constitute  the  entire
agreement  between  the  parties,  and  supersede  all  previous   negotiations,
discussions  and  agreements  between the parties,  and no parol evidence of any
prior or other  agreement  shall be permitted to contradict or vary its or their
terms. There are no promises,  terms, conditions or obligations other than those
contained  in the Loan  Agreements,  the  Loan  Documents  and this  Forbearance
Agreement.  To the extent any provision of any document is inconsistent with any
provision of this Forbearance Agreement, the terms of this Forbearance Agreement
shall control.

         SECTION 9.09 Not Exclusive.  No right, power or remedy conferred on the
Bank by this Forbearance  Agreement shall be exclusive of any other right, power
or remedy now or  hereafter  available  to the Bank by agreement or at law or in
equity, by statue or otherwise.

         SECTION  9.10  Binding  Effect  and  Assignability.   This  Forbearance
Agreement  shall be binding upon and inure to the benefit of the Company and the
Bank and their respective successors,  assigns, heirs and legal representatives;
provided,  however,  that the Company may not, without the prior written consent
of the Bank, assign any rights, powers, duties or obligations thereunder.

         SECTION   9.11   Survival.   This   Forbearance   Agreement   and   all
representations,   warranties,   covenants,  provisions,  terms  conditions  and
agreements  contained in this Forbearance  Agreement or made in writing by or on
behalf of the parties hereto in connection with the transactions contemplated in
this  Forbearance  Agreement  shall  survive  the  closing  of the  transactions
contemplated by this Forbearance Agreement.



                                       12
<PAGE>

         SECTION 9.12 Multiple  Counterparts.  This Forbearance Agreement may be
executed  in any  number of  counterparts,  all of which  taken  together  shall
constitute one and the same agreement, and any of the parties hereto may execute
this Forbearance Agreement by signing any such counterpart.

         SECTION 9.13 Further Assurances. The Company and the Bank each agree to
execute any additional  documents  which are reasonably  necessary to consummate
the transactions contemplated by this Forbearance Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this  Forbearance
Agreement to be duly executed as of the day and year first above written.

                                         WACHOVIA BANK, N.A.


                                         By: /s/ Kevin R. Combs           (SEAL)
                                             -----------------------------
                                         Name: Kevin R. Combs
                                               ---------------------------
                                         Title: Senior Vice Presicent
                                                --------------------------

                                         OPEN PLAN SYSTEMS, INC.

                                         By: /s/  Anthony F. Markel       (SEAL)
                                             -----------------------------
                                         Name: Anthony F. Markel
                                               ---------------------------
                                         Title: Chairman of the Board
                                                --------------------------













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