VOTING AND STANDSTILL AGREEMENT

     THIS VOTING AND STANDSTILL  AGREEMENT (the  "Agreement"),  dated as of June
17,  1998,  is made  between OPEN PLAN  SYSTEMS,  INC.,  a Virginia  corporation
("OPS"), GREAT LAKES CAPITAL, LLC, a Delaware limited liability company ("LLC"),
and GREAT LAKES CAPITAL, INC., a Delaware corporation ("GLC").

                              W I T N E S S E T H:

     WHEREAS,  OPS  and  LLC  have  entered  into a  Management  and  Consulting
Agreement,  dated as of June 17, 1998 (the "Consulting Agreement"),  under which
LLC and agreed to provide certain management and consulting services; and

     WHEREAS, pursuant to the Consulting Agreement, LLC has acquired (i) 200,000
shares of the Common Stock,  without par value, of OPS ("Common Stock") and (ii)
an  option  to  purchase  600,000  shares of  Common  Stock,  and,  as a result,
beneficially  owns as of the date hereof  approximately  15.2% of the issued and
outstanding shares of Common Stock on a diluted basis; and

     WHEREAS,  OPS, LLC and GLC desire to establish  in this  Agreement  certain
conditions of LLC's and GLC's relationship with OPS.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and in the Consulting  Agreement,  OPS, LLC and GLC hereby agree as
follows:

                                    ARTICLE I

     Definitions; Representations and Warranties

     Section 1.1.  Definitions.  For purposes of this  Agreement,  the following
terms have the following meanings:

     (a) "Additional  Shares" shall mean shares of Common Stock that LLC and its
Affiliates  may acquire  following the date of the  Consulting  Agreement on the
open market, in privately  negotiated  transactions  and/or directly from OPS so
that LLC and its Affiliates would  beneficially own no greater than 21.0% of the
issued and outstanding shares of Common Stock on a fully diluted basis; provided
that shares of Common Stock that LLC and its Affiliates may acquire  pursuant to
OPS's 1996 Stock  Incentive  Plan and 1996 Stock  Option  Plan for  Non-Employee
Directors shall not be deemed to be Additional Shares.

     (b) "Adjusted  Outstanding Shares" shall mean, at any time and with respect
to the  determination  of (i) the LLC Ownership  Percentage as it relates to LLC
and its Affiliates,  (ii) the Standstill Percentage as it relates to LLC and its
Affiliates, and (iii) any other percentage of the beneficial ownership of Common
Stock as it relates to a Person or Group,  the total  number of shares of Common
Stock then issued and  outstanding  together  with the total number of shares of
Common Stock not then issued and  outstanding  that would be  outstanding if (x)
all then existing shares of convertible  preferred stock had been converted into
shares  of  Common  Stock  and  (y)  all  then  existing  warrants  and  options
exercisable  into  shares  of  Common  Stock  had  been  exercised  (other  than
underwriters'  overallotment  options and stock  options  granted  under benefit
plans of OPS or any of its  Affiliates),  but  excluding  any rights that may be
exercisable under any Rights Agreement that may be adopted by OPS.

     (c) "Affiliate"  shall have the meaning ascribed to such term in Rule 12b-2
under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), as
in effect on the date of this  Agreement,  and shall include,  with respect to a
determination of the Affiliates of LLC, any Affiliate of GLC.

     (d) "Beneficial ownership," "beneficial owner" and "beneficially own" shall
have the meanings ascribed to such terms in Rule 13d-3 under the Exchange Act as
in  effect  on the  date of this  Agreement;  provided  that LLC and each of its
Affiliates and any Person or Group shall be deemed to be the  beneficial  owners
of any shares of Common Stock that LLC or such  Affiliate,  Person and/or Group,
as the case may be, has the right to acquire  within  one year  pursuant  to any
agreement,  arrangement or  understanding  or upon the exercise of conversion or
exchange rights, warrants, options or otherwise.

     (e) "Common Stock" shall have the meaning set forth in the recitals to this
Agreement.

     (f) "Consulting Agreement" shall have the meaning set forth in the recitals
to this Agreement.

     (g) "Continuing Directors" shall mean the members of the Board of Directors
of OPS immediately prior to the closing of the transactions  contemplated by the
Consulting  Agreement and any future members of the Board of Directors nominated
by the  Board  of  Directors;  provided,  however,  that no LLC  Director  shall
constitute a Continuing  Director or be counted in determining the presence of a
quorum of Continuing Directors.

     (h)  "Control"  shall  mean,  with  respect  to a Person  or a  Group,  (i)
beneficial  ownership by such Person or Group of  securities  that entitle it to
exercise  in the  aggregate  more than fifty  percent  (50%) of the votes in any
election of directors or other governing body of the entity in question; or (ii)
possession by such Person or Group of the power, directly or indirectly,  (x) to
elect a majority of the board of directors (or equivalent governing body) of the
entity in question or (y) in case of a non-corporate entity, to manage or govern
the business, operations or investments of any such non-corporate entity.

     (i) "Group" shall have the meaning  comprehended by Section 13(d)(3) of the
Exchange Act as in effect on the date of this Agreement.

     (j)  "Hobey  Termination"  shall  mean  (i) the  termination  by OPS of the
employment  of John L. Hobey  ("Hobey")  as Chief  Executive  Officer of OPS for
Proper Cause (as defined in the Employment  Agreement,  effective June 17, 1998,
by and between  John L. Hobey and OPS (the  "Employment  Agreement")),  (ii) the
termination  by OPS of Hobey as Chief  Executive  Officer of OPS due to death or
disability (in accordance with the Employment  Agreement) or (iii) the voluntary
resignation of Hobey as Chief Executive  Officer of OPS,  whichever is the first
to occur.

     (k) "LLC Directors" shall mean Hobey and W. Sydnor Settle ("Settle"),  each
of whom OPS has agreed to appoint to the OPS Board of Directors  pursuant to the
Consulting Agreement.

     (l) "LLC Ownership  Percentage"  shall mean, at any time, the percentage of
the Adjusted  Outstanding  Shares that is beneficially owned in the aggregate by
LLC and its Affiliates.

     (m) "LLC Shares" shall mean  collectively  (i) the 200,000 shares of Common
Stock  owned by LLC,  (ii) the 600,000  shares of Common  Stock that LLC has the
option to acquire pursuant to the terms of the Stock Option Agreement, (iii) the
3,000  shares of Common  Stock owned by Settle,  (iv) the 5,000 shares of Common
Stock owned by Hobey,  (v) the 25,000  shares of Common Stock that Hobey has the
option to acquire pursuant to the terms of an Employee Nonqualified Stock Option
Agreement,  dated as of June 17,  1998,  between  OPS and Hobey,  (vi) the 3,000
shares of Common  Stock  owned by William F.  Crabtree  ("Crabtree"),  (vii) the
12,500 shares of Common Stock that  Crabtree has the option to acquire  pursuant
to the terms of an Employee  Nonqualified  Stock Option  Agreement,  dated as of
June 17, 1998,  between OPS and Crabtree,  (viii) the Additional Shares and (ix)
such  additional  shares of Common Stock that OPS may issue with respect to such
shares  pursuant  to  any  stock  splits,  stock  dividends,  recapitalizations,
restructurings, reclassifications or similar transactions.

     (n)  "Person"  shall have the meaning  set forth in Section  3(a)(9) of the
Exchange Act as in effect on the date of this Agreement.

     (o)  "Registration  Rights  Agreement" shall mean the  Registration  Rights
Agreement,  dated June 17, 1998,  executed by OPS and LLC in connection with the
Consulting Agreement.

     (p) "Standstill Percentage" shall mean, at any time, not more than 21.0% of
the Adjusted Outstanding Shares.

     (q) "Stock  Option  Agreement"  shall mean the  Nonqualified  Stock  Option
Agreement,  dated June 17, 1998,  executed by OPS and LLC in connection with the
Consulting Agreement.

     (r) "Transfer" shall mean sell, transfer, assign, pledge, hypothecate, give
away or in any manner dispose of any Common Stock.

     Section 1.2.  Representations  and  Warranties of LLC. LLC  represents  and
warrants to OPS as follows:

     (a) LLC is a limited liability company duly formed, validly existing and in
good standing under the laws of the State of Delaware.

     (b)  Except  for  the LLC  Shares,  neither  LLC nor any of its  Affiliates
beneficially  owns any Common  Stock or any  options,  warrants or rights of any
nature  (including   conversion  and  exchange  rights)  to  acquire  beneficial
ownership of any Common Stock.

     (c) LLC has full legal right, power and authority to enter into and perform
this  Agreement,  and the execution  and delivery of this  Agreement by LLC have
been duly authorized by all necessary action on behalf of LLC. This Agreement is
enforceable against LLC.

     (d) The execution,  delivery and  performance of this Agreement by LLC does
not and will not conflict with or constitute a violation of or default under the
Charter or Operating Agreement (or comparable documents) of LLC, or any statute,
law, regulation, order or decree applicable to LLC, or any contract, commitment,
agreement,  arrangement or restriction of any kind to which LLC is a party or by
which  LLC is  bound,  other  than  such  violations  as would  not  prevent  or
materially  delay  the  performance  by  LLC  of its  obligations  hereunder  or
otherwise subject OPS to any claim or liability.

     Section 1.3.  Representations  and  Warranties of GLC. GLC  represents  and
warrants to OPS as follows:

     (a) GLC is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the State of Delaware.

     (b) GLC has full legal right, power and authority to enter into and perform
this  Agreement,  and the execution  and delivery of this  Agreement by GLC have
been duly  authorized by all necessary  corporate  action on behalf of GLC. This
Agreement is enforceable against GLC.

     (d) The execution,  delivery and  performance of this Agreement by GLC does
not and will not conflict with or constitute a violation of or default under the
Charter  or Bylaws  (or  comparable  documents)  of GLC,  or any  statute,  law,
regulation,  order or decree  applicable  to GLC, or any  contract,  commitment,
agreement,  arrangement or restriction of any kind to which GLC is a party or by
which  GLC is  bound,  other  than  such  violations  as would  not  prevent  or
materially  delay  the  performance  by  GLC  of its  obligations  hereunder  or
otherwise subject OPS to any claim or liability.

     Section 1.4.  Representations  and Warranties of OPS. OPS hereby represents
and warrants to LLC and GLC as follows:

     (a) OPS is a  corporation  duly  organized,  validly  existing  and in good
standing under the laws of the Commonwealth of Virginia.

     (b) OPS has full legal right, power and authority to enter into and perform
this  Agreement,  and the execution  and delivery of this  Agreement by OPS have
been duly  authorized by all necessary  corporate  action on behalf of OPS. This
Agreement is enforceable against OPS.

     (c) The execution,  delivery and  performance of this Agreement by OPS does
not and will not conflict with or constitute a violation of or default under the
Charter  or Bylaws of OPS,  or any  statute,  law,  regulation,  order or decree
applicable  to OPS,  or any  contract,  commitment,  agreement,  arrangement  or
restriction of any kind to which OPS is a party or by which OPS is bound,  other
than such violations as would not prevent or materially delay the performance by
OPS of its  obligations  hereunder  or  otherwise  subject  LLC to any  claim or
liability.

                                   ARTICLE II

                              Board Representation

     Section 2.1. Election of LLC Directors. On the date of this Agreement,  OPS
will  (i)take  such action as may be  necessary to increase the size of the OPS
Board of Directors (the "Board of Directors")  to ten (10)  directors,  and (ii)
upon receipt from each LLC Director of an executed  letter  agreement  regarding
resignation  in the form  attached to this  Agreement as Exhibit A, fill the two
(2) vacancies  created  thereby with the LLC  Directors in  accordance  with the
applicable  provisions  of the Charter and Bylaws of OPS.  OPS will appoint each
LLC Director to Class I (current  term  expiring in 2001) and agrees to nominate
and recommend each LLC Director not subject to  resignation  pursuant to Section
2.3  below  for  election  at the next  annual  meeting  of  OPS's  shareholders
following such appointments as Class I directors; provided that, if any such LLC
Director is not elected by the  shareholders  of OPS,  OPS shall have no further
obligations under this Section 2.1; and provided further that OPS shall be under
no obligation to appoint or recommend for election any LLC Director to the Board
of Directors unless and until it has received from such LLC Director an executed
letter agreement regarding resignation in the form attached to this Agreement as
Exhibit A.

     Section 2.2.  Continuing  Board  Representation.  Until the  termination or
expiration  of the  Consulting  Agreement,  OPS agrees  that it will not take or
recommend  to its  shareholders  any  action  that  would (i) cause the Board of
Directors to consist of greater than ten (10) directors;  provided that if a LLC
Director resigns from the Board of Directors, OPS shall have the right to reduce
the size of the Board of  Directors  to  eliminate  the  vacancy  or to fill the
vacancy thereby created with a nominee approved by the Continuing Directors,  or
(ii) result in any  amendment  to the Bylaws of OPS in effect on the date hereof
that would impose any  qualifications  on the eligibility of directors of OPS to
serve on any committee of the Board of  Directors,  except as may be required by
the  then-current  rules and  regulations  of the Nasdaq  National  Market  (the
"Nasdaq  Rules"),  the rules and regulations  under the Internal Revenue Code of
1986, as amended,  relating to the qualification of employee stock benefit plans
and the deductibility of compensation paid to executive officers,  the rules and
regulations  under  Section  16(b) of the  Exchange  Act,  including  Rule 16b-3
thereunder or any successor rule, and OPS's Bylaws.

     Section 2.3. Required Resignations.

     (a) Upon the earlier of the Hobey  Termination  and the  expiration  of the
Consulting  Agreement,  LLC shall, if requested by OPS,  require Hobey to resign
immediately from the Board of Directors.

     (b) In the event that the Hobey  Termination  occurs on or before  December
17, 1998, LLC shall, if requested by OPS,  require Settle to resign  immediately
from the Board of Directors.

     (c) If LLC does not cause the  resignation of a LLC Director as required by
this Section  2.3, OPS may seek such  resignation  or, in the  alternative,  the
Continuing  Directors may seek the removal of the LLC Directors that are subject
to such resignation.  Upon any shareholder vote relating to the removal of a LLC
Director  for  failure  to resign  pursuant  to this  Section  2.3,  LLC and its
Affiliates  shall  (i) attend  any meeting either in person or by proxy and (ii)
vote in favor of such removal. At such time as a LLC Director becomes subject to
resignation  pursuant to this Section 2.3, OPS may amend its Bylaws or take such
other  action  as it  deems  appropriate  to  reduce  the  number  of  directors
constituting the Board of Directors  proportionately  or fill the vacancy caused
by such  resignation  with its own  nominee in  accordance  with the  applicable
provisions of the Charter and Bylaws of OPS.

     Section 2.4.  Charter and Bylaws.  The obligations of OPS set forth in this
Article II shall be subject to compliance with the applicable  provisions of the
Charter and Bylaws of OPS.

     Section 2.5. No Voting Trust. This Agreement does not create or constitute,
and shall not be construed as creating or constituting, a voting trust agreement
under the Virginia Stock  Corporation  Act or any other  applicable  corporation
law.

     Section 2.6. No Duty to Serve;  Reduction of Board Representation.  Nothing
contained in this Article II shall be construed as requiring any LLC Director to
serve in  office if such LLC  Director  elects  to  resign.  In the event of any
vacancy created by the death,  resignation or removal of a LLC Director, OPS may
amend its Bylaws or take such other action as it deems appropriate to reduce the
number of directors constituting the Board of Directors  proportionately or fill
the vacancy caused by such  resignation  with its own nominee in accordance with
the applicable provisions of the Charter and Bylaws of OPS.

                                   ARTICLE III

                     Standstill Restrictions; Voting Matters

     Section 3.1. Standstill Restrictions.

     (a)  During the term of this  Agreement,  unless  approved  in advance by a
resolution  adopted by a  majority  of the  Continuing  Directors  or  otherwise
permitted under this  Agreement,  LLC and GLC covenant and agree that they shall
not, and shall not permit any of their Affiliates to, either  individually or as
part of a Group, directly or indirectly:

     (i) acquire (other than acquisitions (x) pursuant to or contemplated by the
Consulting Agreement, including without limitation the exercise of options under
the Stock Option Agreement,  or (y) resulting from corporate action taken by the
Board of Directors with respect to any pro rata distribution of shares of Common
Stock in  connection  with any stock split,  stock  dividend,  recapitalization,
reclassification  or  similar  transaction),  propose to  acquire  (or  publicly
announce or otherwise  disclose an  intention  to propose to acquire),  offer to
acquire,  or agree to acquire any Common Stock if the effect of such acquisition
would cause the LLC  Ownership  Percentage to exceed the  Standstill  Percentage
(other than as a result of any stock purchases or repurchases by OPS);  provided
that this Section  3.1(a)(i)  shall not apply to any acquisition (a) of options,
Common Stock,  warrants,  rights or other securities convertible or exchangeable
into Common Stock granted to any person,  including  without  limitation the LLC
Directors,  pursuant to any benefit plan of OPS or any of its  Affiliates or the
exercise of any such option,  warrant or right or  conversion or exchange of any
convertible  or  exchangeable  security  or (b) upon the  exercise by LLC or its
Affiliates  of rights  pursuant to any Rights  Agreement  that may be adopted by
OPS,  provided  that all of the  shares of  Common  Stock so  acquired  upon the
exercise of the rights shall be subject to all of the terms of this Agreement;

     (ii)  propose (or publicly  announce or otherwise  disclose an intention to
propose),  solicit,  offer,  seek  to  effect,  negotiate  with or  provide  any
confidential  information  relating to OPS or its  business to any other  Person
with  respect to, any tender or exchange  offer,  merger,  consolidation,  share
exchange,  business  combination,  restructuring,  recapitalization  or  similar
transaction involving OPS;

     (iii) make, or in any way participate in, any  "solicitation"  of "proxies"
to vote (as such  terms are  defined  in Rule  14a-1  under the  Exchange  Act),
solicit  any  consent or  communicate  with or seek to advise or  influence  any
person or entity  with  respect to the  voting of any  Common  Stock or become a
"participant"  in any  "election  contest" (as such terms are defined or used in
Rule 14a-11 under the Exchange  Act) with respect to OPS;  provided that nothing
in this Section 3.1(a)(iii) shall apply to any deemed solicitation of proxies by
the LLC Directors that may result from such LLC Directors' position or status as
a  director  of OPS at the time of any  general  solicitation  of proxies by the
management of OPS;

     (iv) form,  participate  in or join any Person or Group (other than a Group
comprised  of the six members of LLC and its  Affiliates  as of the date of this
Agreement)  with respect to any Common  Stock,  or otherwise act in concert with
any third  Person for the  purpose  of (x)  acquiring  any  Common  Stock or (y)
holding or disposing of Common Stock for any purpose  prohibited by this Section
3.1(a);

     (v)  deposit  any Common  Stock into a voting  trust or subject  any Common
Stock to any arrangement or agreement with respect to the voting thereof;

     (vi) initiate,  propose or otherwise solicit  shareholders for the approval
of any shareholder proposal with respect to OPS as described in Rule 14a-8 under
the  Exchange  Act, or induce or attempt to induce any other Person to initiate,
propose or otherwise solicit any such shareholder proposal;

     (vii) except as specifically provided in Article II of this Agreement, seek
election to or seek to place a representative on the Board of Directors, or seek
the removal of any member of the Board of Directors (other than a LLC Director);

     (viii) call or seek to have called any meeting of the  shareholders  of OPS
for any purpose;

     (ix) except  through the LLC  Directors,  take any other  action to seek to
control, disrupt or influence the management or policies of OPS;

     (x) agree to do any of the foregoing.

     (b) LLC and GLC agree that they will notify OPS  promptly if any  inquiries
or proposals are received by, any  information  is exchanged with respect to, or
any  negotiations or discussions are initiated or continued by or with, LLC, GLC
or any of their  Affiliates  regarding  any matter  described in Section  3.1(a)
above. LLC and OPS shall mutually agree upon an appropriate  response to be made
to any such proposals received by LLC, GLC or any of their Affiliates.

     (c) Nothing  contained  in this Article III shall be deemed to restrict the
manner  in  which  the  LLC  Directors  may  participate  in   deliberations  or
discussions  of the Board of  Directors  or  individual  consultations  with the
Chairman  of the Board or any other  members  of the Board of  Directors  or the
manner in which the LLC Directors may vote on matters brought for  consideration
before the Board of Directors,  so long as such actions do not otherwise violate
any provision of Section 3.1(a) above.

     (d) With  respect to any  acquisition  of,  proposal to  acquire,  offer to
acquire,  or agreement to acquire any Common Stock by LLC and its Affiliates not
otherwise  prohibited by Section  3.1(a)  above,  OPS and LLC agree to take such
actions as may be deemed necessary or advisable  (including  without  limitation
the  acquisition of Common Stock directly from OPS)  consistent with the prudent
discharge  of  their  fiduciary  duties  to  their   shareholders  and  members,
respectively,  so that the provisions of the Control Shares Acquisition Statute,
as set forth in Article 14.1 of the Virginia Stock  Corporation Act, as amended,
in effect on the date of this  Agreement,  shall not apply to such  acquisition,
proposal, offer or agreement.

     Section 3.2. Voting Matters.

     (a)  During  the term of this  Agreement,  LLC and GLC  will  take all such
action  as may be  required  so that the  Common  Stock  beneficially  owned and
entitled to be voted by LLC, GLC and their Affiliates,  as a Group, are voted or
caused to be voted (in person or by proxy):

     (i) with  respect to the  Continuing  Director's  nominees  to the Board of
Directors, in accordance with the recommendation of the Board of Directors, or a
nominating or similar committee of the Board of Directors, if any such committee
exists and makes a recommendation;

     (ii) with  respect to any  "election  contest"  (as such term is defined or
used in Rule  14a-11  under  the  Exchange  Act as in effect on the date of this
Agreement)  initiated by any Person in connection  with any tender offer, in the
same  proportion as the total votes cast by or on behalf of all  shareholders of
OPS  (other  than LLC,  GLC and their  Affiliates)  with  respect  to such proxy
contest;

     (iii) with respect to all matters brought before OPS's  shareholders  for a
vote not otherwise  provided for in this Section 3.2(a) or Section 2.3 above, in
accordance  with the  independent  judgment  of LLC,  GLC and their  Affiliates,
without regard to any request or recommendation of the Board of Directors.

     (b) LLC and its Affiliates who beneficially own any of the LLC Shares shall
be present,  in person or by proxy, at all duly held meetings of shareholders of
OPS so that the Common Stock held by LLC and its  Affiliates  may be counted for
the purposes of determining the presence of a quorum at such meetings.

                                   ARTICLE IV

                             Transfers of LLC Shares

     Section 4.1 Permitted  Transfers.  During the term of this  Agreement,  LLC
shall not, directly or indirectly,  Transfer any of the LLC Shares to any Person
or Group  without the prior written  consent of OPS (which  consent shall not be
unreasonably  withheld),  if, as a result of such Transfer, such Person or Group
would have  beneficial  ownership of Common Stock  representing in the aggregate
more than 9.9% of the issued and outstanding shares of Common Stock.  Subject to
the  foregoing  limitation,  LLC may Transfer  the LLC Shares  without the prior
written consent of OPS in the following manner:

     (a) to OPS or any Affiliate of OPS;

     (b) pursuant to an effective  registration  statement  under the Securities
Act as provided in the Registration  Rights Agreement;  provided that the rights
of LLC under this Agreement shall not transfer to any  transferee(s) of such LLC
Shares;

     (c) pursuant to Rule 144, Rule 144A,  Regulation S or any other  applicable
exemption from  registration  under the Securities Act; provided that the rights
of LLC under this Agreement shall not transfer to any  transferee(s) of such LLC
Shares;

     (d) pursuant to a distribution (including any such distribution pursuant to
any liquidation or dissolution of LLC) by LLC to its members;  provided that the
rights of LLC under this Agreement shall not transfer to any distributee of such
LLC Shares;  provided  further  that,  LLC shall not  distribute  any of the LLC
Shares to its members  pursuant to this Section  4.2(d) or otherwise  unless LLC
has obtained an agreement in writing by the distributee to be bound by the terms
and conditions of this Agreement;

     (e) pursuant to a merger or  consolidation  of OPS or pursuant to a plan of
liquidation  of OPS,  which  has  been  approved  by the  affirmative  vote of a
majority of the members of the Board of Directors then in office; or

     (f)  pursuant  to a  tender  offer or  exchange  offer  that  the  Board of
Directors,  by action taken by the affirmative vote of a majority of the members
of the Board of Directors then in office, has determined not to oppose.

     Section 4.2 Transfers to Affiliates. In the event that any Affiliate of LLC
receives a  distribution  of any of the LLC Shares under  Section 4.1 above,  or
otherwise  becomes the beneficial owner of any of the LLC Shares,  LLC shall use
its best efforts to cause such Affiliate to comply with all of the provisions of
this Agreement, including without limitation this Article IV.

     Section 4.3  Confidential  Information.  In  connection  with any permitted
Transfer  of the LLC Shares  pursuant to this  Article  IV,  neither LLC nor its
Affiliates  shall disclose any confidential  information  relating to OPS or its
business to any Person except as required by applicable law,  including  without
limitation Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, but only
to the extent that any required disclosure of such confidential  information has
been preceded by notice to OPS of the expected  disclosure  of such  information
and the execution of a confidentiality  agreement by LLC (or its Affiliates,  as
the case may be) and such Person in the form attached  hereto as Exhibit B. Such
confidentiality  agreement shall be promptly forwarded to OPS for its execution,
which  execution by OPS may be  subsequent to the  disclosure  described in this
proviso;  provided  that the failure of OPS to so execute  such  confidentiality
agreement  shall in no way be  construed  to be a failure on the part of LLC (or
its  Affiliates,  as the case may be) to  fulfill  its  obligations  under  this
paragraph or to limit or affect the validity of such  confidentiality  agreement
as between LLC (or its Affiliates, as the case may be) and such Person.

                                   ARTICLE V

                               Further Assurances

     Each party shall execute and deliver such additional  instruments and other
documents and shall take such further actions as may be necessary or appropriate
to effectuate, carry out and comply with all of its respective obligations under
this  Agreement.  If reasonably  requested by OPS at any time during the term of
this  Agreement,  LLC agrees to execute a letter to OPS confirming the number of
LLC Shares held, beneficially and of record, by LLC and its Affiliates as of the
latest practicable date.

                                   ARTICLE VI

                                   Termination

     Unless earlier terminated by written agreement of the parties hereto,  this
Agreement shall  terminate five (5) years from the date of this  Agreement.  Any
termination of this Agreement as provided  herein shall be without  prejudice to
the  rights of any party  arising  out of the  breach by any other  party of any
provisions of this Agreement that occurred prior to the termination.

                                   ARTICLE VII

                                  Miscellaneous

     Section  7.1.  Notices.  Any  notices or other  communications  required or
permitted  hereunder  shall  be  sufficiently  given  if in  writing  (including
telecopy or similar teletransmission), addressed as follows:

                  If to OPS,
                  to it at:       Open Plan Systems, Inc.
                                  4299 Carolina Avenue
                                  Building C
                                  Richmond, Virginia  23222
                                  Telecopier:  (804) 228-5656
                                  Attention:  Anthony F. Markel

                  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


                  If to LLC,
                  to it at:      Great Lakes Capital, LLC
                                 310 South Street
                                 Morristown, New Jersey  07960
                                 Telecopier:  (973) 539-7909
                                 Attention:  W. Sydnor Settle

                  With a copy to:Dykema Gossett PLLC
                                 400 Renaissance Center
                                 Detroit, Michigan  48243-1668
                                 Telecopier:  (313) 568-6915
                                 Attention:  Fredrick M. Miller, Esquire


                  If to GLC,
                  to it at:      Great Lakes Capital, Inc.
                                 310 South Street
                                 Morristown, New Jersey  07960
                                 Telecopier:  (973) 539-7909
                                 Attention:  W. Sydnor Settle

                  With a copy to:Dykema Gossett PLLC
                                 400 Renaissance Center
                                 Detroit, Michigan  48243-1668
                                 Telecopier:  (313) 568-6915
                                 Attention:  Fredrick M. Miller, Esquire


Unless otherwise specified herein, such notices or other communications shall be
deemed received (a) in the case of any notice or  communication  sent other than
by mail, on the date actually delivered to such address (evidenced,  in the case
of delivery by overnight courier, by confirmation of delivery from the overnight
courier service making such delivery,  and in the case of a telecopy, by receipt
of a transmission confirmation form or the addressee's confirmation of receipt),
or (b) in the case of any notice or  communication  sent by mail, three business
days after being sent, if sent by registered or certified mail, with first-class
postage  prepaid.  Each of the  parties  hereto  shall be  entitled to specify a
different  address by giving  notice as aforesaid  to each of the other  parties
hereto.

     Section  7.2.  Amendments.  This  Agreement  may not be  amended,  changed,
supplemented, waived or otherwise modified or terminated except by an instrument
in writing signed by LLC, GLC and OPS.

     Section 7.3.  Successors and Assigns.  Except as otherwise provided herein,
this  Agreement  shall be binding  upon and shall inure to the benefit of and be
enforceable  by  the  parties  and  their  respective  successors  and  assigns,
including  without  limitation  in the case of any  corporate  party  hereto any
corporate  successor by merger or  otherwise;  provided that no party may assign
this Agreement without the other party's prior written consent.

     Section 7.4. Entire Agreement. This Agreement embodies the entire agreement
and  understanding  among the parties  relating to the subject matter hereof and
supersedes  all prior  agreements  and  understandings  relating to such subject
matter.  There are no  representations,  warranties  or covenants by the parties
hereto  relating to such subject matter other than those  expressly set forth in
this Agreement,  the Consulting Agreement, the Registration Rights Agreement and
the Stock Option Agreement.

     Section  7.5.  Specific  Performance.  The parties  acknowledge  that money
damages are not an adequate remedy for violations of this Agreement and that any
party may, in its sole  discretion,  apply to a court of competent  jurisdiction
for specific  performance  or  injunctive or such other relief as such court may
deem just and proper in order to enforce this Agreement or prevent any violation
hereof and, to the extent  permitted by  applicable  law,  each party waives any
objection to the imposition of such relief.

     Section 7.6. Remedies Cumulative.  All rights, powers and remedies provided
under this  Agreement  or  otherwise  available  in respect  hereof at law or in
equity shall be cumulative and not alternative, and the exercise or beginning of
the exercise of any thereof by any party shall not preclude the  simultaneous or
later exercise of any other such right, power or remedy by such party.

     Section  7.7. No Waiver.  The failure of any party  hereto to exercise  any
right,  power or remedy provided under this Agreement or otherwise  available in
respect  hereof at law or in equity,  or to insist upon  compliance by any other
party hereto with its obligations  hereunder,  and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise  any such or other  right,  power or remedy or to
demand such compliance.

     Section 7.8. No Third Party  Beneficiaries.  This Agreement is not intended
to be for the benefit of and shall not be enforceable by any Person who or which
is not a party hereto.

     Section 7.9. Consent to Jurisdiction.  Each party to this Agreement, by its
execution hereof,  (i) hereby irrevocably  submits,  and agrees to cause each of
its Affiliates to submit,  to the  jurisdiction of the federal courts located in
the City of Richmond,  Virginia, and in the event that such federal courts shall
not have subject matter jurisdiction over the relevant  proceeding,  then of the
state courts located in the City of Richmond,  Virginia,  for the purpose of any
action  arising out of or based upon this  Agreement  or relating to the subject
matter hereof or the transactions  contemplated  hereby, (ii) hereby waives, and
agrees to cause each of its Affiliates to waive, to the extent not prohibited by
applicable  law,  and agrees  not to assert,  and agrees not to allow any of its
Affiliates to assert, by way of motion,  as a defense or otherwise,  in any such
action,  any claim that it is not subject  personally to the jurisdiction of the
above-named  courts,  that its property is exempt or immune from  attachment  or
execution,  that any such proceeding brought in one of the above-named courts is
improper,  or that  this  Agreement  or the  subject  matter  hereof  may not be
enforced  in or by such  court and (iii)  hereby  agrees not to  commence  or to
permit any of its Affiliates to commence any action arising out of or based upon
this Agreement or relating to the subject matter hereof other than before one of
the  above-named  courts nor to make any motion or take any other action seeking
or  intending  to cause the  transfer or removal of any such action to any court
other than one of the above-named  courts whether on the grounds of inconvenient
forum or otherwise. Each party hereby consents to service of process in any such
proceeding  in any manner  permitted  by  Virginia  law, as the case may be, and
agrees that service of process by registered or certified  mail,  return receipt
requested,  at its address specified pursuant to Section 7.1 above is reasonably
calculated to give actual  notice.  Notwithstanding  anything  contained in this
Section 7.9 to the contrary with respect to the parties' forum selection,  if an
action is filed against a party to this Agreement,  including its Affiliates, by
a person who or which is not a party to this Agreement,  an Affiliate of a party
to this Agreement,  or an assignee thereof (a "Third Party Action"),  in a forum
other than the federal  district  court or a state court  located in the City of
Richmond,  Virginia,  and such Third Party Action is based upon, arises from, or
implicates rights,  obligations or liabilities  existing under this Agreement or
acts or omissions pursuant to this Agreement,  then the party to this Agreement,
including its Affiliates, joined as a defendant in such Third Party Action shall
have the right to file  cross-claims  or  third-party  claims in the Third Party
Action against the other party to this Agreement,  including its Affiliates, and
even if not a defendant therein, to intervene in such Third Party Action with or
without also filing  cross-claims or third-party  claims against the other party
to this Agreement, including its Affiliates.

     Section  7.10.  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance with the domestic substantive law of the Commonwealth of
Virginia,  without  giving  effect to any choice or conflict of law provision or
rule that would cause the application of the law of any other jurisdiction.

     Section 7.11. Name,  Captions.  The name assigned to this Agreement and the
section captions used herein are for convenience of reference only and shall not
affect the interpretation or construction hereof.

     Section 7.12. Counterparts. This Agreement may be executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall  constitute one  instrument.  Each  counterpart  may consist of a
number of copies each signed by less than all, but  together  signed by all, the
parties hereto.

     Section  7.13.  Expenses.  Each of the parties  hereto shall bear their own
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby,  except that in the event of a dispute concerning the terms
or enforcement of this Agreement, the prevailing party in any such dispute shall
be entitled to reimbursement of reasonable legal fees and disbursements from the
other party or parties to such dispute.

                                             [SIGNATURES ON NEXT PAGE]


<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
hereby, have caused this Voting and Standstill  Agreement to be executed,  as of
the date first  above  written,  by their  respective  officers  thereunto  duly
authorized.


                                OPEN PLAN SYSTEMS, INC.

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


                                GREAT LAKES CAPITAL, LLC


                                By:    /s/ W. Sydnor Settle                     
                                           W. Sydnor Settle
                                            Manager


                                 GREAT LAKES CAPITAL, INC.


                                 By:    /s/ W. Sydnor Settle                    
                                            W. Sydnor Settle
                                            Chairman


<PAGE>

     '                             Exhibit A

                          Form of Resignation Agreement



Open Plan Systems, Inc.
4299 Carolina Avenue
Building C
Richmond, Virginia  23222

Great Lakes Capital, LLC
310 South Street
Morristown, New Jersey  07960

Ladies and Gentlemen:

     I hereby  acknowledge  that my position on the Board of  Directors  of Open
Plan  Systems,  Inc.  ("OPS")  is  subject  to the  provisions  of a Voting  and
Standstill Agreement (the "Agreement"),  dated June 17, 1998, between OPS, Great
Lakes Capital, LLC ("LLC") and Great Lakes Capital, Inc.  Accordingly,  I hereby
agree to resign  immediately  from such  Board of  Directors  under the terms of
Article II of the Agreement in the event that LLC requests such  resignation.  I
understand  that, if I do not resign  immediately as requested  pursuant to such
Article II, OPS may seek specific  performance of this letter agreement  through
court  proceedings or otherwise may seek to remove me from office.  I agree that
any failure to resign upon  request  pursuant to such Article II shall be deemed
to be "cause" for my removal from the Board of Directors pursuant to the Charter
and Bylaws of OPS.


Date:  June ___, 1998


                                              ______________________________
                                              Name


Agreed to and Accepted:

Open Plan Systems, Inc.

By:___________________________
      Anthony F. Markel
      Chairman of the Board
<PAGE>
                        Form of Confidentiality Agreement



                                                 ________ __, 19__


CONFIDENTIAL

[Name]
[Address]

         Re:      Confidentiality Agreement

Ladies and Gentlemen:

     In  connection  with the proposed  sale or transfer of shares of the Common
Stock,  without par value, of Open Plan Systems,  Inc. (the  "Company"),  we are
prepared to make available to you certain  confidential  information relating to
the Company and its business (the "Confidential Information"). As a condition to
your being furnished the Confidential Information,  you agree to comply with the
terms and conditions of this letter agreement (this "Agreement").

     For the purposes of this Agreement,  the term "Representatives"  shall mean
your employees, agents and advisors and the directors,  officers,  employees and
agents  of any of your  advisors.  The  term  "Third  Party"  shall  be  broadly
interpreted to include  without  limitation  any  corporation,  company,  group,
partnership,  other entity or individual.  The term  "Confidential  Information"
shall not include information that (i) was or becomes generally available to the
public other than as a result of a disclosure by you or your Representatives, or
(ii) was or becomes available to you on a  non-confidential  basis from a source
other than the Company or its advisors.

     You hereby agree to treat the Confidential  Information as confidential and
you shall not, and shall direct your  Representatives  not to, use in any way or
to disclose,  directly or indirectly,  the Confidential Information to any Third
Party without the written consent of the Company.

     It is  understood  and agreed that money  damages would not be a sufficient
remedy for any breach of this  Agreement  by you and that the  Company  shall be
entitled to specific  performance and injunctive or other equitable  relief as a
remedy for any such breach,  and you further agree to waive any  requirement for
the securing or posting of any bond in connection with such remedy.  Such remedy
shall  not be  deemed  to be the  exclusive  remedy  for  your  breach  of  this
Agreement,  but shall be in addition to all other  remedies  available at law or
equity to the Company.

     If you are in agreement with the  foregoing,  please so indicate by signing
and  returning  one copy of this  Agreement,  whereupon it will  constitute  our
agreement with respect to the subject matter hereof.

                                               Very truly yours,
 
 
                                               [Name]
                                               Officer of [LLC or Affiliate]

                                               CONFIRMED AND AGREED as of
                                               the date first written above:


                                               [NAME]



                                               By:______________________________
                                               Name:
                                               Title:


 
                                               OPEN PLAN SYSTEMS, INC.

                                               By:_____________________________ 
                                               Name:
                                               Title: