MANAGEMENT AND CONSULTING AGREEMENT



     THIS MANAGEMENT AND CONSULTING  AGREEMENT (this  "Agreement") is made as of
June 17, 1998,  by and between OPEN PLAN SYSTEMS,  INC., a Virginia  corporation
("OPS"),  and GREAT LAKES CAPITAL,  LLC, a Delaware  limited  liability  company
("LLC").


                                   WITNESSETH:

     WHEREAS,  John L. Hobey ("Hobey") and William F. Crabtree  ("Crabtree") are
members of LLC; and

     WHEREAS,  LLC will make  Hobey and  Crabtree  available  to OPS to serve as
full-time employees of OPS, and OPS desires to employ Hobey and Crabtree, in the
capacities of Chief Executive Officer and Chief Financial Officer, respectively;
and

     WHEREAS,  OPS and LLC  desire to enter  into a  management  and  consulting
relationship on the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are acknowledged, the parties hereby agree as follows:

         1.       Management and Consulting Services.

     (a) Chief Executive Officer.  LLC will make Hobey available to OPS to serve
as a full-time  employee of OPS in the capacity of OPS's Chief Executive Officer
("CEO"),  and OPS will  elect  Hobey as CEO of OPS.  Hobey  will  enter  into an
employment  agreement  with OPS,  substantially  in the form attached  hereto as
Exhibit A (the "Employment Agreement"), the provisions of which shall include an
18-month  term,  an annual  base  salary of  $160,000.00,  eligibility  for cash
bonuses at the  discretion  of the Board of  Directors  of OPS, and the grant of
nonqualified stock options of up to 25,000 shares of OPS's common stock, without
par  value  ("Common  Stock"),  pursuant  to  the  terms  and  conditions  of  a
nonqualified stock option agreement with OPS, substantially in the form attached
hereto as Exhibit B (the "Stock  Option  Agreement").  At the end of the term of
this Agreement, OPS and Hobey may negotiate with each other directly regarding a
continued employment relationship.

     (b) Chief  Financial  Officer.  LLC will make Crabtree  available to OPS to
serve as a full-time  employee of OPS in the  capacity of OPS's Chief  Financial
Officer ("CFO"),  and OPS will elect Crabtree as CFO of OPS. Crabtree will enter
into an Employment Agreement,  the provisions of which shall include an 18-month
term, an annual base salary of $120,000.00,  eligibility for cash bonuses at the
discretion of the Board of Directors of OPS, and the grant of nonqualified stock
options  of up to  12,500  shares  of Common  Stock,  pursuant  to the terms and
conditions  of a  Stock  Option  Agreement.  At  the  end of the  term  of  this
Agreement,  OPS and Crabtree may negotiate with each other directly  regarding a
continued employment relationship.

     (c)  Additional  Consulting  Services.  In  addition  to  making  Hobey and
Crabtree  available to serve as employees of OPS, LLC will make available to OPS
for  consultation  on an as needed  basis the  services  of  members of LLC (the
"Consultants"), including specifically, and without limitation, W. Sydnor Settle
("Settle"). Each of the Consultants will provide his or her personal services in
the form of consulting services (the "Services") as reasonably requested by OPS,
which Services of all Consultants  shall not, in the aggregate,  exceed ten (10)
hours per month..

     (d) Performance of Services.

(i)  During the term of this  Agreement,  LLC will,  to the best of its ability,
     impart  knowledge,  information,  ideas,  suggestions  and advice to OPS in
     furtherance of and relating to the Services as reasonably requested by OPS,
     and OPS and its Affiliates (as defined in Section 9(c) below) will have the
     right  to make  use of the  same in  their  business  at any  time  without
     additional  consideration to LLC or its  Consultants,  employees or agents,
     other  than that  specifically  stated  herein.  All  reports,  statistics,
     drawings,  documents,  computer programs  (including source codes) or other
     property prepared by LLC and/or its Consultants, employees or agents in the
     course of  performing  the Services  will be the property of OPS and may be
     used and  reproduced by OPS for any purpose  whatsoever;  provided that all
     methods of  analysis  that are the  property  of LLC and are used by LLC to
     prepare such reports, statistics,  drawings, documents or computer programs
     (including  source  codes) shall  remain the property of LLC,  even if such
     methods are developed specifically with regard to providing the Services.

(ii) During the term of this  Agreement,  LLC will be  available  to perform the
     Services at such times and at such  locations  as OPS and LLC may from time
     to time agree.
 
(iii)During  the  term  of  this  Agreement,  OPS  will  reimburse  LLC  for all
     reasonable and customary  expenses  incurred in the performance of Services
     that are requested by the Chairman of the Board of Directors of OPS.
 
     2. Term.  The term of this  Agreement will be for a period of eighteen (18)
months, beginning on June 17, 1998; provided, however, that:

     (a) if (1) OPS  terminates  the  employment  of Hobey for Proper  Cause (as
defined in his Employment Agreement), (2) OPS terminates the employment of Hobey
due to death or disability (in accordance with his Employment Agreement), or (3)
Hobey voluntarily resigns as an employee of OPS, then (i) OPS may select Hobey's
replacement  without  consulting LLC or  terminating  this Agreement or (ii) OPS
may, in its sole discretion,  terminate this Agreement with three (3) days prior
written notice to LLC; or

     (b) if OPS  terminates the employment of Hobey without Proper Cause and LLC
is unable to provide a replacement  for Hobey,  who in OPS's sole  discretion is
acceptable to OPS, within five (5) days after such termination, then (i) OPS may
select Hobey's replacement without consulting LLC or terminating this Agreement,
or (ii) either OPS or LLC may, in its sole discretion,  terminate this Agreement
with three (3) days prior written notice to the other party.

     3.  Consulting  Consideration.  In  consideration  for LLC making Hobey and
Crabtree  available  to  serve  as  OPS's  CEO and  CFO,  respectively,  and the
agreement of LLC to perform the Services,  OPS will deliver to LLC the following
consideration:

     (a) Options.  OPS will grant to LLC nonqualified  stock options for 600,000
shares of Common  Stock,  pursuant  to a  nonqualified  stock  option  agreement
substantially  in the form  attached  hereto as Exhibit C (the "LLC Stock Option
Agreement").

     (b)  Cash   Payment.   OPS  will  pay  and   deliver  to  LLC  for  expense
reimbursement,  by wire transfer,  or by certified or bank check,  the amount of
$22,500.00.

     (c) Board  Membership.  In accordance  with the terms and conditions of the
Voting and  Standstill  Agreement  (as defined in Section 4(d) below),  OPS will
take such action as may be  necessary  to increase  the size of the OPS Board of
Directors  to ten  (10)  directors,  to  elect  Hobey  and  Settle  to  Class  I
directorships  (current  term  expiring in 2001) and to nominate  and  recommend
Hobey and Settle for  election at the 1999  annual  meeting of  shareholders  as
Class I directors.  The parties hereby  acknowledge  that, for their services as
directors  of OPS,  Hobey will not  receive  any  compensation  and Settle  will
receive the same compensation as other nonemployee directors.

     4. Additional Agreements.

     (a) Sale and  Purchase  of New  Shares.  OPS will sell and  deliver  to LLC
200,000  newly  issued  shares of Common Stock (the  "Shares")  for the purchase
price of $2.175 per share, or an aggregate purchase price of $435,000.00.

     (b)  Registration  Rights  Agreement.  OPS will enter  into a  Registration
Rights Agreement with LLC,  substantially in the form attached hereto as Exhibit
D.

     (c) Listing Application. OPS will, at its expense, take such steps as shall
be necessary and advisable to effect the listing on The Nasdaq  National  Market
of the Shares  issued to LLC, and to reserve for listing on The Nasdaq  National
Market the shares of Common Stock that may be issued to LLC upon exercise of the
options contained in the LLC Stock Option Agreement.

     (d) Voting and  Standstill  Agreement.  OPS,  LLC and Great Lakes  Capital,
Inc., a Delaware  corporation  ("GLC"),  will enter into a Voting and Standstill
Agreement,  substantially  in the form attached hereto as Exhibit E (the "Voting
and Standstill Agreement").

     5. Closing. The closing of the transactions  contemplated by this Agreement
(the "Closing") shall take place on June 17, 1998 (the "Closing Date"), at 11:00
a.m.  (eastern time), at the offices of Williams,  Mullen,  Christian & Dobbins,
1021 East Cary Street, Suite 1600, Richmond, Virginia 23219, or such other date,
time and place as the parties hereto may agree.

     6. Independent Contractor.

     (a) LLC's  relationship  to OPS shall be that of an independent  contractor
retained on a consulting  basis.  LLC will at all times retain  control over the
performance of the Services and shall remain free from direction by OPS. Nothing
in this Agreement,  including the employment relationships set forth in Sections
1(a)  and 1(b)  above,  shall  be  construed  as  creating  any  type of  agency
relationship,  including,  without  limitation,  that of employer and  employee,
between OPS and LLC.

     (b) LLC  represents  and warrants  that,  except as otherwise  specifically
stated in writing,  all of the persons so assigned to perform the  Services  for
OPS under this  Agreement  (including  but not  limited to Settle)  shall be its
employees or agents and not employees of OPS. LLC will file all required returns
and reports,  withhold and/or pay all required federal,  state and local wage or
employment-related  taxes,  including  but not limited to income  taxes,  social
security taxes,  unemployment  taxes and taxes measured by gross income or gross
receipts,  with  respect to the amounts  paid to LLC, or any such  employees  in
connection  with  the   performance  of  the  Services;   provided  that  it  is
acknowledged  and agreed that LLC shall not be  responsible  for the  employment
relationships described in Sections 1(a) and (b) above.

     (c) LLC will  reimburse OPS for any wage,  employment-related  or other tax
not so withheld  and/or  remitted in accordance  with Section 6(b) above and for
any costs and expenses,  including  reasonable  attorney's  fees,  penalties and
interest,  which OPS may incur by reason  of LLC's  failure  to comply  with its
obligations set forth in Section 6(b) above.

     (d)  LLC  shall  not use the  name of OPS or any of its  Affiliates  in any
advertising, promotion or sales of any materials or services without OPS's prior
written concurrence.

     7.  Representations  and  Warranties of OPS. OPS  represents,  warrants and
covenants to LLC as follows:

     (a) Valid  Existence,  Good Standing and Power.  OPS is a corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
Commonwealth  of Virginia,  and is in good standing as a foreign  corporation in
each jurisdiction in which the failure to qualify as a foreign corporation could
have,  in the  aggregate,  an  adverse  effect in a  material  respect  on OPS's
business, property or financial condition. OPS has all requisite corporate power
and  authority  to own,  lease and operate its  properties,  and to carry on its
business  as such  business  is now  being  conducted,  and to enter  into  this
Agreement and perform its respective obligations hereunder.

     (b) OPS Stock.  The authorized  capital stock of OPS consists of 50,000,000
shares of Common Stock,  and 5,000,000  shares of preferred  stock,  without par
value. Of such shares,  on the Closing Date,  approximately  4,472,000 shares of
Common  Stock,  and no shares of OPS preferred  stock,  have been issued and are
outstanding.  The  outstanding  shares of OPS  capital  stock have been  validly
issued  and are fully  paid and  nonassessable,  and are free of any  preemptive
rights,  whether statutory or otherwise.  There are no outstanding or authorized
subscriptions,  options,  warrants,  calls or rights obligating OPS to issue any
additional shares of capital stock,  except for options granted under OPS's 1996
Stock Incentive Plan,  OPS's 1996 Stock Option Plan for  Non-Employee  Directors
and the LLC Stock Option  Agreement.  There are no limits or restrictions of any
kind on the voting of the Common Stock.

     (c) Stock to be Issued to LLC.  The Shares of Common  Stock to be issued to
LLC are duly authorized  and, when issued  pursuant to this  Agreement,  will be
validly issued,  fully paid,  nonassessable,  and free of any preemptive rights,
whether statutory or otherwise.

     (d) Authorization and Validity of Agreements.  The execution,  delivery and
performance  by OPS of this  Agreement  and all related  documents  contemplated
hereby,  and  the  consummation  of the  transactions  contemplated  hereby  and
thereby,  have  been duly  authorized  by all  necessary  corporate  action.  No
shareholder  approval is required.  This Agreement and all related  documents to
which OPS is a party have been duly  executed  and  delivered  by OPS,  and upon
their execution and delivery as provided  herein and therein,  will be legal and
valid obligations of OPS, enforceable against it in accordance with the terms of
the  respective  document,  except as may be limited by  applicable  bankruptcy,
insolvency or similar laws affecting creditors' rights generally, and subject to
general  principles  of equity  (whether in law or in equity) and public  policy
applicable to securities law.

     (e) No Approvals or Notices  Required;  No Conflict with  Instruments.  The
execution,  delivery and  performance  by OPS of this  Agreement and all related
documents  contemplated  hereby,  and the consummation by it of the transactions
contemplated  hereby and  thereby:  (1) will not  violate  (with or without  the
giving of notice or lapse of time or both) any judgment,  ruling,  order,  writ,
injunction,  statute, rule or regulation applicable to OPS; (2) will not require
any consent, approval, filing or notice under any provision of law applicable to
OPS; (3) will not (i) require any  consent,  approval or notice;  (ii)  conflict
with, result in the breach of any provision of, result in the termination of, or
constitute  a default (or an event  that,  with notice or lapse of time or both,
would constitute a default); or (iii) result in the acceleration of (or give any
person the right to accelerate)  the  performance of any obligation of OPS under
any indenture,  mortgage,  deed of trust, lease, licensing agreement,  contract,
instrument or other  agreement to which OPS is a party or by which the assets or
properties  of any of them are bound or  encumbered;  and (4) will not result in
the creation of a lien upon any  properties,  assets or business of OPS pursuant
to the articles of  incorporation  or bylaws of OPS or any indenture,  mortgage,
deed of  trust,  lease,  licensing  agreement,  contract,  instrument  or  other
agreement to which OPS is a party or by which the assets or properties of any of
them are bound or encumbered.

     (f)  Legal  Proceedings.  Except  as  described  in  Schedule  7(f) to this
Agreement, (1) there is no pending legal, administrative,  governmental or other
claim, action, suit, or proceeding or governmental investigation to which OPS is
a party or relating to any of its  properties  or rights or otherwise  affecting
OPS; and (2) there is no threatened legal, administrative, governmental or other
claim, action, suit, or proceeding or governmental  investigation,  or any basis
for such claim, action, suit, proceeding or investigation against or relating to
OPS or any of its  respective  properties  or rights or which would  affect OPS,
which, if adversely determined, would have, either singly or in the aggregate, a
material  adverse  effect on the  financial  condition,  properties,  good will,
results  of  operations  or  business  of OPS  taken as a  whole.  OPS is not in
violation of any term of any judgment, ruling, writ, decree, injunction or order
outstanding against it.

     (g) OPS SEC Documents. OPS has filed all reports, schedules, statements and
other  documents  required to be filed by it with the  Securities  and  Exchange
Commission  under  Sections  13(a) and 15(d) of the  Securities  Exchange Act of
1934, as amended (the "Exchange  Act"),  since May 30, 1996, the date upon which
it  became   subject  to  the  reporting   requirements   of  the  Exchange  Act
(collectively,  the "OPS SEC Documents"). Each of the OPS SEC Documents complies
as to form in all material  respects  with the  applicable  requirements  of the
Exchange Act and the rules and  regulations  promulgated  thereunder  and, as of
their  respective  filing  dates,  does not  contain any untrue  statement  of a
material fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

     (h) Affiliated Transaction. The transactions contemplated by this Agreement
have  been  approved,  prior  to  the  date  hereof,  by  a  majority  of  OPS's
"disinterested  directors"  (as  defined  in Article  14 of the  Virginia  Stock
Corporation  Act,  as  amended,  in  effect on the date of this  Agreement  (the
"Virginia Act")), within the meaning of Section 13.1-727(B)(1)(iv) of Article 14
of the Virginia Act.

     (i) No Brokers. Neither OPS nor any of its officers, directors or employees
acting on behalf of OPS, has employed any broker, investment banker or finder or
incurred any liability for any brokerage  fees,  commissions or finders' fees in
connection with the transactions contemplated hereby.
 
     (j) Full Disclosure.  The representations and warranties made by OPS to LLC
in this  Agreement do not contain any untrue  statement of a material  fact,  or
omit to state a material  fact which would be necessary  to make the  statements
contained  herein,  in light of the  circumstances  in which they were made, not
misleading.

     8.  Representations  and  Warranties  of LLC.  LLC  represent,  warrant and
covenant to OPS as follows:

     (a) Valid Existence,  Good Standing and Power.  LLC is a limited  liability
company duly formed, validly existing and in good standing under the laws of the
State of  Delaware,  and is in good  standing  as a  foreign  limited  liability
company  in each  jurisdiction  in which the  failure  to  qualify  as a foreign
limited liability  company could have, in the aggregate,  an adverse effect in a
material respect on LLC's business, property or financial condition. LLC has all
requisite power and authority to own, lease and operate its  properties,  and to
carry on its business as such business is now being conducted.
 
     (b) Authorization and Validity of Agreements.  The execution,  delivery and
performance  by LLC of this  Agreement  and the related  documents  contemplated
hereby  to  which  LLC is a  party,  and the  consummation  of the  transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  necessary
action.  This Agreement and the related documents  contemplated  hereby to which
LLC is a party  have been  duly  executed  and  delivered  by LLC,  and upon its
execution and delivery as provided  herein and therein,  will be legal and valid
obligations of LLC,  enforceable  against it in accordance with the terms of the
respective  documents,  except  as  may be  limited  by  applicable  bankruptcy,
insolvency or similar laws affecting creditors' rights generally, and subject to
general  principles  of equity  (whether in law or in equity) and public  policy
applicable to securities law.

     (c) No Approvals or Notices  Required;  No Conflict with  Instruments.  The
execution,  delivery and  performance  by LLC of this  Agreement and all related
documents  to which LLC is a party,  and the  consummation  of the  transactions
contemplated  hereby and  thereby:  (1) will not  violate  (with or without  the
giving of notice or lapse of time or both) any judgment,  ruling,  order,  writ,
injunction,  statute, rule or regulation applicable to LLC; (2) will not require
any consent, approval, filing or notice under any provision of law applicable to
LLC; (3) will not (i) require any  consent,  approval or notice;  (ii)  conflict
with, result in the breach of any provision of, result in the termination of, or
constitute  a default (or an event  that,  with notice or lapse of time or both,
would constitute a default); or (iii) result in the acceleration of (or give any
person the right to accelerate)  the  performance of any obligation of LLC under
any indenture,  mortgage,  deed of trust, lease, licensing agreement,  contract,
instrument or other  agreement to which LLC is a party or by which the assets or
properties  of any of them are bound or  encumbered;  and (4) will not result in
the creation of a lien upon any  properties,  assets or business of LLC pursuant
to the respective certificate of organization,  operating agreement,  charter or
bylaws of LLC,  or any  indenture,  mortgage,  deed of trust,  lease,  licensing
agreement, contract, instrument or other agreement to which LLC is a party or by
which its assets or properties are bound or encumbered.

     (d) Legal  Proceedings.  There is no: (1)  pending  legal,  administrative,
governmental  or other  claim,  action,  suit,  or  proceeding  or  governmental
investigation  to which LLC is a party or relating to any of its  properties  or
rights or otherwise  affecting  LLC; and (2) threatened  legal,  administrative,
governmental  or other  claim,  action,  suit,  or  proceeding  or  governmental
investigation,  or any  basis  for  such  claim,  action,  suit,  proceeding  or
investigation  against or relating to LLC or any of its respective properties or
rights or which would affect LLC,  which, if adversely  determined,  would have,
either singly or in the  aggregate,  a material  adverse effect on the financial
condition, properties, good will, results of operations or business of LLC taken
as a whole. LLC is not in violation of any term of any judgment,  ruling,  writ,
decree, injunction or order outstanding against it.

     (e) Certain Securities Laws Matters.  LLC is acquiring the Shares of Common
Stock  for  its  own  account,  without  a  view  to  the  resale,  transfer  or
distribution  thereof,  and not for the  account  of  others.  LLC agrees not to
resell or  otherwise  dispose of all or any such stock,  except as  permitted by
federal and state  securities  laws in the opinion of legal  counsel  reasonably
acceptable  to OPS,  including,  without  limitation,  any  and  all  applicable
provisions of this  Agreement and any  regulations  under the  Securities Act of
1933, as amended (the "Securities  Act"). LLC fully  understands and agrees that
it must bear the economic risk of the investment in the Shares for an indefinite
period of time. LLC further  understands that this stock has not been registered
under any federal or state securities laws, and may not be assigned unless it is
first registered or the transaction is exempt from registration under federal or
applicable  state  securities  laws. LLC understands and agrees that transfer of
such  shares  will be  restricted  in their  resale  and that  each  certificate
evidencing  the shares  will bear the  following  legend,  or one  substantially
similar thereto:

     The  shares  of  stock  represented  by  this  certificate  have  not  been
registered  under the  Securities  Act of 1933,  as amended (the "Act"),  and no
transfer,  sale, assignment,  pledge,  hypothecation or other disposition of the
shares  represented by this  certificate  may be made except (A) pursuant to the
effective  registration  statement  under  the  Act  and  any  applicable  state
securities laws or (B) pursuant to an exemption from the provisions of Section 5
of the Act,  and the  rules and  regulations  in  effect  thereunder,  and state
securities laws.
 
 
     (f) Accredited Investors. Settle, Hobey, Crabtree, Thomas H. Corson, Thomas
J. McGrath and Charles B.  Kaufmann III are the only members of LLC, and each of
these individuals is an "accredited  investor" within the meaning of Rule 501 of
Regulation D under the Securities Act.
 
     (g) No Brokers.  Neither LLC nor any of its members,  managers or employees
acting on behalf of LLC has employed any broker,  investment banker or finder or
incurred any liability for any brokerage  fees,  commissions or finders' fees in
connection with the transactions contemplated hereby.

     (h) Full Disclosure.  The representations and warranties made by LLC to OPS
in this  Agreement do not contain any untrue  statement of a material  fact,  or
omit to state a material  fact which would be necessary  to make the  statements
contained  herein,  in light of the  circumstances  in which they were made, not
misleading.

     9. Covenants. In exchange for OPS's utilization of LLC's services and other
good and valuable  consideration,  the receipt and  sufficiency of which LLC and
its Affiliates hereby acknowledge, LLC agrees, and shall use its best efforts to
cause its  Affiliates  to agree,  to enter into the covenants set forth below in
this Section 9.
 
     (a)  Confidentiality.   For  purposes  of  this  Agreement,   "Confidential
Information" shall mean any information of a proprietary or confidential  nature
and trade secrets of OPS and its  Affiliates  (as defined in Section 9(c) below)
relating to the business of OPS and its Affiliates that have not previously been
publicly  released  by  duly  authorized  representatives  of  OPS.  LLC and its
Affiliates  agree to  regard  and  preserve  as  confidential  all  Confidential
Information pertaining to OPS's business that has been or may be obtained by LLC
or any of its Affiliates in the course of its involvement  with OPS. Neither LLC
nor any of its Affiliates will,  without prior written  authority from OPS to do
so, use for its  personal  benefit or its  personal  purposes,  unrelated to the
business  of OPS,  nor  disclose  to  others,  either  during  the  term of this
Agreement or for five (5) years thereafter, except as required by the conditions
of its engagement hereunder, any Confidential Information of OPS. This provision
shall  not  apply  after  the  Confidential  Information  has  been  voluntarily
disclosed  to  the  public  by  a  duly   authorized   representative   of  OPS,
independently  developed and disclosed by others, or otherwise enters the public
domain through lawful means.

     (b) Removal Of Documents Or Objects.  LLC and its  Affiliates  agree not to
remove from the premises of OPS, except as a consultant to OPS in pursuit of the
business of OPS or any of its Affiliates, or except as specifically permitted in
writing by OPS, any document or object containing or reflecting any Confidential
Information of OPS or its Affiliates.  LLC and its Affiliates recognize that all
documents or material containing Confidential  Information developed by it or by
someone else in the course of employment  by OPS are the  exclusive  property of
OPS;  provided that the methods of analysis that are the property of LLC and are
used by LLC to  prepare  such  documents  or  material  containing  Confidential
Information  in the course of performing  the Services shall remain the property
of LLC.

     (c) Nonpiracy Covenants.

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

     (i) "OPS  Customers"  shall be  limited  to those  customers  of OPS or its
Affiliates for whom OPS or its Affiliates are rendering  services as of the date
of termination of LLC's engagement hereunder;

     (ii)  "Affiliates"  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;
 
     (iii)   "Prohibited   Services"   shall  mean   services  in  the  new  and
remanufactured  office  furniture  industry  performed by OPS or its Affiliates,
their  agents  or  employees  in any  other  business  engaged  in by OPS or its
Affiliates on the date of termination of LLC's engagement hereunder;

     (iv) "Prospective Customers" shall be limited to those parties known by LLC
or any of its  Affiliates  to  have  been  solicited  for  business  within  any
Prohibited  Services within the twelve  (12)-month  period preceding the date of
termination of LLC's  engagement  hereunder,  and with or from whom,  within the
twelve  (12)-month  period preceding the date of termination of LLC's engagement
hereunder,  someone acting on behalf of OPS or its Affiliates 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;

     (v) "Restricted Period" shall mean the period of five (5) years immediately
following the date of termination of LLC's engagement hereunder.

     (2) LLC and its  Affiliates  recognize  that over a period of years OPS has
developed,  at considerable  expense,  relationships  with, and knowledge about,
Customers and Prospective  Customers which  constitute a major part of the value
of OPS.  During the course of its engagement by OPS, LLC and its Affiliates will
either have  substantial  contact with, or obtain  substantial  knowledge about,
these  Customers  and  Prospective  Customers.  In order to protect the value of
OPS's business,  LLC and its Affiliates covenant and agree that, in the event of
the  termination  of  LLC's  engagement  hereunder,  neither  LLC nor any of its
Affiliates will, directly or indirectly,  for its own account or for the account
of any other person or entity, as an owner, stockholder, partner, agent, broker,
consultant or other participant during the Restricted Period:

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

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

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

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

     Subsections  (i),  (ii),   (iii),  and  (iv)  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 OPS by the law governing this Agreement.  Additionally,
LLC and its Affiliates  agree that no separate  geographic  limitation is needed
for the foregoing  nonpiracy  covenants as such are not a  prohibition  on LLC's
involvement  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."

     (d) Nonraiding of Employees.

     (1) LLC and its Affiliates covenant that, until LLC's engagement  hereunder
has expired or terminated,  neither LLC nor any of its Affiliates  will 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 LLC or any of its Affiliates is then affiliated
with such business,  any individual who is an employee of OPS or its Affiliates,
including Hobey and Crabtree;

     (2) LLC and its  Affiliates  covenant that,  during the  Restricted  Period
specified in  Section 9(c)  hereof,  neither LLC nor any of its Affiliates  will
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 LLC or any of its Affiliates
is then  affiliated  with such business,  any individual  who, as of the date of
termination  of  LLC's  engagement  hereunder,  is an  employee  of  OPS  or its
Affiliates, other than Hobey and Crabtree;

     (3) LLC and its  Affiliates  covenant  that, if prior to the  expiration or
termination of LLC's engagement  hereunder (i) OPS terminates Hobey or Crabtree,
as the case may be, for Proper  Cause (as defined in the  respective  Employment
Agreement) or (ii) Hobey or Crabtree, as the case may be, voluntarily resigns as
an employee of OPS,  neither LLC nor any of its Affiliates will 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 LLC or any of its Affiliates is then affiliated
with such  business,  Hobey or Crabtree,  as the case may be, until the later of
(x) the expiration or termination of LLC's  engagement  hereunder or (y) six (6)
months after such termination for Proper Cause or voluntary resignation of Hobey
or Crabtree, as the case may be.

     (e) Remedies Upon Breach of Agreement.  Notwithstanding  the  provisions of
Section  12  below,  if LLC or any of its  Affiliates  materially  breaches  any
provision  of Section 9 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 OPS, OPS  reserves  the right to avail  itself of any  reasonable
remedy available to it at law or in equity.  LLC and its Affiliates  acknowledge
and agree that OPS shall be entitled to injunctive  relief against LLC or any of
its  Affiliates  for any material  violation by LLC or any of its  Affiliates of
Sections  9(a),  (b),  (c) or  (d)  of  this  Agreement  that  LLC or any of its
Affiliates  fails to cure within five (5) days after  receipt of written  notice
from OPS. LLC and its  Affiliates  agree 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
OPS at law or in equity.
 
     (f) Tolling of Restrictive Covenants During Violation. If a material breach
by LLC or any of its  Affiliates  of any of the  restrictive  covenants  of this
Agreement  occurs,  LLC and its Affiliates agree 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 LLC or any of its Affiliates.
It is the intent of the parties regarding this Section 9 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  OPS  shall  get  the  full  and
reasonable protection for which it contracted and so that neither LLC nor any of
its Affiliates may profit by its material breach.

     10.  Transferability  of Options.  To the extent requested by LLC after the
Closing,  but prior to the  expiration  of the  exercise  periods of the options
granted to LLC  pursuant  to the LLC Stock  Option  Agreement,  OPS will use its
prudent  efforts to effect,  following  the  expiration  or  termination  of the
Consulting  Agreement,  the transferability of such options to members of LLC or
their immediate family members, LLC's Affiliates,  or such other mutually agreed
upon parties in a manner that is in the best interests of both OPS and LLC.

     11. LLC Approval of Press  Releases.  OPS will obtain the prior approval of
Settle,  or such  other  person as LLC may from time to time  designate,  before
issuing or releasing any press releases or other public disclosures that contain
references to LLC or the Services; provided that, if time is of the essence with
respect to any such press release or other public disclosure,  and Settle or the
LLC  designee is not  reasonably  available  for the review and approval of such
document,  OPS may release such press release or other public disclosure as long
as OPS can  provide to LLC  evidence  of its  attempts  to obtain  the  approval
required under this Section 11.

     12. Indemnification; Survival.

     (a) LLC Indemnification.  LLC agrees to defend,  indemnify and hold OPS and
its Affiliates,  and their  respective  directors,  officers and employees ("OPS
Indemnitees"),  harmless  from and  against  any and all  liabilities,  actions,
suits, claims, proceedings,  costs, losses, damages, judgments,  amounts paid in
settlement  in  accordance  with  Section  12(c) below and  reasonable  expenses
(including  but not limited to reasonable  attorney's  fees and  disbursements),
suffered or incurred by OPS or OPS Indemnitees for injury of any kind to persons
or damage to property resulting from or arising out of or in connection with (1)
any inaccuracy in or breach,  violation or nonobservance of the representations,
warranties,  covenants or  agreements  contained in this  Agreement,  or (2) any
activities  or Services  carried out under this  Agreement  that result from the
gross negligence or willful misconduct of the Consultants, or other employees or
agents of LLC;  provided that LLC shall not be responsible for the acts of Hobey
and Crabtree in their  capacities  as employees of OPS or of Hobey and Settle in
their capacities as directors of OPS.

     (b) OPS Indemnification.  OPS agrees to defend, indemnify and hold LLC, and
its respective  managers,  members and employees ("LLC  Indemnitees"),  harmless
from and against any and all liabilities,  actions, suits, claims,  proceedings,
costs, losses, damages, judgments, amounts paid in settlement in accordance with
Section  12(c)  below and  reasonable  expenses  (including  but not  limited to
reasonable  attorney's fees and  disbursements),  suffered or incurred by LLC or
LLC  Indemnitees  for  injury  of any kind to  persons  or  damage  to  property
resulting from or arising out of or in connection  with (1) any inaccuracy in or
breach, violation or nonobservance of the representations, warranties, covenants
or agreements  contained in this  Agreement,  or (2) any  activities or Services
carried out under this Agreement that do not result from the gross negligence or
willful misconduct of the Consultants, or other employees or agents of LLC.

     (c) Notice of Indemnifiable  Loss. Each indemnified party (the "Indemnified
Party")  shall  provide   written   notice  to  the   indemnifying   party  (the
"Indemnifying   Party")   of  any  claim   with   respect   to  which  it  seeks
indemnification  promptly  after the discovery by the  Indemnified  Party of any
matters giving rise to a claim for indemnification, provided that the failure of
the  Indemnified  Party to give notice as provided  herein shall not relieve the
Indemnifying Party of its obligation under this Section 12, except if and to the
extent the Indemnifying Party has been materially  prejudiced thereby.  Provided
that the Indemnifying  Party has agreed to indemnify the Indemnified  Party with
respect to the noticed claim,  the  Indemnified  Party shall have the control of
all litigation for which indemnity is available pursuant to this Section 12. The
Indemnifying  Party shall not,  without the  Indemnified  Party's  prior written
consent,  which shall not be  unreasonably  withheld,  settle or compromise  any
action,  suit,  claim or proceeding to which an Indemnified  Party is a party or
consent to entry of any  judgment in respect  thereof.  The  Indemnifying  Party
further agrees that it will not,  without the Indemnified  Party's prior written
consent,  settle or  compromise  any claim or  proceeding  in  respect  of which
indemnification  may be sought  hereunder  unless such  settlement or compromise
includes  unconditional  release of the  Indemnified  Party  from all  liability
arising out of such action, suit, claim or proceeding.

     (d) Survival. The respective representations and warranties,  covenants and
indemnities of the parties hereto, including those made in or resulting from any
certificates,   instruments  or  other  documents  delivered  pursuant  to  this
Agreement,  shall survive the Closing under this  Agreement and, with respect to
representations  and  warranties,   covenants  and  indemnities  of  LLC,  LLC's
termination of Services to OPS.

     13.  No  Rescission.  Notwithstanding  anything  to the  contrary  in  this
Agreement,  OPS shall not possess as a remedy for a breach of this  Agreement or
of any of  the  agreements  contemplated  herein  any  right  of  rescission  or
termination  with respect to the Shares or the options  granted  pursuant to the
LLC Stock  Option  Agreement,  except  that such  options  shall be  subject  to
termination to the extent expressly set forth in the LLC Stock Option Agreement.

     14. Miscellaneous.
 
     (a)  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

     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.

     (b) Entire Agreement; Amendment. This Agreement shall supersede any and all
existing  agreements  between LLC or any of its Affiliates and OPS or any of its
Affiliates.  This Agreement  contains the entire agreement and  understanding of
the  parties  with  respect  to the  subject  matter  hereof  and  there  are no
agreements,  undertakings or understandings,  whether oral or written,  that are
not fully set forth herein.  Notwithstanding the foregoing,  the Confidentiality
Letter  Agreement  between GLC and OPS, dated March 27, 1998,  shall continue in
full  force  and  effect.  No  provision  of this  Agreement  shall be  amended,
modified, waived or discharged except as agreed to in writing by LLC and OPS.
 
     (c) Waiver.  The failure of a party to insist upon strict  adherence to any
term of this  Agreement on any occasion shall not be considered a waiver thereof
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

     (d)  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit  of LLC,  and with  respect to the  amounts  set forth in Section 4, its
distributees, successors and assigns, and OPS and its permitted assigns. Neither
this Agreement nor any of the rights of the parties hereunder may be transferred
to or  assigned  by either  party  hereto.  Any  assignment  or transfer of this
Agreement in violation of this Section 14(d) shall be void.

     (e)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with  the  laws  of  the  Commonwealth  of  Virginia  applicable  to
agreements made in that state.

     (f) 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  14(a)  above  is
reasonably calculated to give actual notice.  Notwithstanding anything contained
in this  Section  14(f) 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.

     (g) Headings. Section headings are used herein for convenience of reference
only and shall not affect the meaning of any provision of this Agreement.

     (h)  Severability.  LLC agrees that if any provision of this Agreement,  or
any portion thereof, shall be adjudged by any court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall be confined
to the  operation of the  provision at issue and shall not affect or  invalidate
any other  provision  of this  Agreement  and such court shall be  empowered  to
substitute,  to the  extent  enforceable,  provisions  similar  thereto or other
provisions so as to provide to OPS to the fullest extent permitted by applicable
law the benefits intended by such provisions.

     (i)  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.


                          [SIGNATURES ON THE NEXT PAGE]
<PAGE>

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


                                 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