REGISTRATION RIGHTS AGREEMENT

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

                              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 agreed to provide certain management and consulting services to OPS; and

     WHEREAS, in consideration for such management and consulting services to be
provided  by  LLC  under  the  Consulting  Agreement,  OPS  has  entered  into a
Nonqualified  Stock Option  Agreement  with LLC,  dated as of June 17, 1998 (the
"Stock Option Agreement"),  for the purchase by LLC of up to 600,000 shares (the
"Option  Shares") of the Common  Stock,  without par value,  of OPS (the "Common
Stock"); and

     WHEREAS, in connection with the execution of the Consulting Agreement,  OPS
has issued  200,000  shares of Common  Stock to LLC upon payment of the purchase
price therefor as stated in the Consulting Agreement (the "Common Shares"); and

     WHEREAS,  OPS has agreed to enter into this  Agreement  to provide  certain
registration  rights to LLC in order to  facilitate  the  resale  of the  Option
Shares, the Common Shares and certain additional shares of Common Stock that LLC
and its Affiliates may acquire following the date of the Consulting Agreement.

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

                                    ARTICLE I

                                   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) "Affiliate"  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.

     (c) "Blue Sky  Filing"  shall  mean a filing  made in  connection  with the
registration  or  qualification  of the LLC Shares  under a  particular  state's
securities or blue sky laws.

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

     (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)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     (h) "LLC Shares" shall mean  collectively  (i) the Common Shares,  (ii) the
Option Shares,  (iii) the Additional  Shares and (iv) 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.

     (i) 'Nasdaq  National  Market" shall mean the National Market System of The
Nasdaq Stock Market, Inc.

     (j) "Option  Shares"  shall have the  meaning set forth in the  recitals to
this Agreement.

     (k)  "Person"  shall  have the  meaning  ascribed  to such term in  Section
3(a)(9) of the Exchange Act as in effect on the date of this Agreement.

     (l)  "Prospectus"  shall mean the prospectus  included in the  Registration
Statement (including a prospectus that discloses information  previously omitted
from a  prospectus  filed  as part of an  effective  registration  statement  in
reliance upon Rule 430A under the Securities Act), as amended or supplemented by
any  prospectus  supplement,  with  respect to the terms of the  offering of any
portion of the LLC Shares covered by such Registration Statement,  and all other
amendments  and  supplements  to  such  prospectus,   including   post-effective
amendments,  and  all  material  incorporated  by  reference  or  deemed  to  be
incorporated by reference in any such prospectus.

     (m) "Registration  Expenses" shall mean any and all out-of-pocket  expenses
incident to OPS's  performance of or compliance with this Agreement,  including,
without  limitation,  (i) all  registration and filing fees with the SEC and the
National Association of Securities Dealers,  Inc., (ii) all fees and expenses of
complying with state securities or blue sky laws, (iii) all printing,  messenger
and delivery  expenses,  (iv) all fees and expenses  incurred in connection with
the  listing  of the LLC  Shares on the  Nasdaq  National  Market,  or any other
exchange or automated interdealer  quotation system as then applicable,  (v) the
fees  and  disbursements  of  OPS's  counsel  and  of  its  independent   public
accountants,  and (vi) the fees and expenses of any special experts  retained by
OPS in connection with the requested  registration;  provided that such expenses
shall  not  include  (x) any  fees or  disbursements  of  counsel  to LLC or any
underwriter and (y) any brokerage commissions and fees,  underwriting  discounts
and commissions, transfer taxes and documentary stamp taxes, if any, relating to
the sale or disposition of the LLC Shares.

     (n) "Registration  Statement" shall mean the registration  statement of OPS
under the  Securities  Act that covers the resale of the LLC Shares  pursuant to
the terms of this Agreement,  including the related  Prospectus,  all amendments
and   supplements   to  such   registration   statement,   including   pre-  and
post-effective amendments, all exhibits thereto and all material incorporated by
reference or deemed to be  incorporated  by  reference in any such  registration
statement.

     (o) "SEC" shall mean the Securities and Exchange Commission.

     (p) "Securities Act" shall mean the Securities Act of 1933, as amended.

     (q)  'Stock  Option  Agreement"  shall  have the  meaning  set forth in the
recitals to this Agreement.

                                   ARTICLE II

                           Registration of Securities

     Section 2.1. Securities Subject to this Agreement.  The securities entitled
to the benefits of this  Agreement are the LLC Shares.  For the purposes of this
Agreement,  one or more of the LLC  Shares  will no  longer be  subject  to this
Agreement when and to the extent that (i) a Registration Statement covering such
LLC Shares has been declared  effective  under the  Securities  Act and such LLC
Shares have been sold pursuant to such effective  Registration  Statement,  (ii)
such LLC Shares are  distributed  to the public  pursuant  to Rule 144 under the
Securities  Act, (iii) such LLC Shares shall have been otherwise  transferred or
disposed of, new certificates  therefor not bearing a legend restricting further
transfer  or  disposition  shall have been  delivered  by OPS and, at such time,
subsequent  transfer  or  disposition  of  such  securities  shall  not  require
registration or qualification of such LLC Shares under the Securities Act or any
similar  state law then in  force,  or (iv) such LLC  Shares  have  ceased to be
outstanding.

     Section 2.2. Registration Requirements.

     (a) Following the expiration or  termination  of the Consulting  Agreement,
LLC shall be entitled  to request  that OPS effect the  registration  of the LLC
Shares in accordance  with this Section 2.2. Such request shall be made prior to
the date that is five  years  after the date of this  Agreement  and shall be in
writing to OPS at the address and in the manner  determined in  accordance  with
Section 5.1 hereof. Such written request shall set forth the names and addresses
of LLC and any Affiliate of LLC that owns, either beneficially or of record, any
LLC Shares and the  amount of LLC Shares to be sold by such  holder.  The demand
registration  rights granted  pursuant to this Section 2.2 may be exercised only
by LLC on behalf of LLC and its  Affiliates,  and OPS shall not be  required  to
effect more than one registration of the LLC Shares.

     (b) If all of the terms and conditions  relating to the demand registration
have been met by LLC and its  Affiliates,  including,  but not  limited  to, the
affirmative  obligation of LLC and its Affiliates pursuant to Section 2.4 hereof
to provide  correct and complete  information  regarding LLC and its Affiliates,
OPS agrees that it will use its best efforts to effect the  registration  of the
number  of  LLC  Shares  set  forth  in  the  written  request  from  LLC.  Such
registration  shall be filed with the SEC as soon as practicable,  but not later
than  ninety (90) days after the  receipt by OPS of the  written  request  under
Section 2.2(a) above. In addition,  OPS shall,  as soon as practicable,  list on
the Nasdaq National Market the Common Shares and reserve for listing,  on a when
issued basis,  the Option Shares issuable upon exercise of the options set forth
in the Stock Option Agreement.

     (c) OPS shall use its best  efforts to maintain  the  effectiveness  of the
registration relating to the LLC Shares, and to maintain the listing of such LLC
Shares on the Nasdaq  National  Market or any exchange or automated  interdealer
quotation  system on which the Common  Stock is then  listed or quoted,  for the
period from the effective date of the  Registration  Statement  relating to such
LLC Shares to the date that is the  earlier  of (i) two years  after the date by
which LLC has exercised all options set forth in the Stock Option  Agreement and
(ii) seven years after the date of this Agreement.

     Section 2.3 Piggy-Back Registration Rights.

     (a) In the  event  that,  prior to the  expiration  or  termination  of the
Consulting Agreement,  OPS shall propose to file a registration  statement under
the  Securities  Act  relating  to a public  offering  by or through one or more
underwriters  of Common  Stock for OPS's own account  (other than  pursuant to a
registration  statement on Form S-4 or Form S-8 or any successor forms, or filed
in  connection  with an exchange  offer or an offering of Common Stock solely to
existing  shareholders  or  employees of OPS) and on a form and in a manner that
would permit the registration of the LLC Shares for sale to the public under the
Securities  Act, OPS shall (i) give written notice to LLC of its intention to do
so and of the  right  of LLC and its  Affiliates  to have  any or all of the LLC
Shares then held by LLC and its  Affiliates  included among the securities to be
covered by such  registration  statement and (ii) at the written  request of LLC
given to OPS within 20 days after OPS provides such notice, use its best efforts
to include  among the  securities  covered by such  registration  statement  the
number of such LLC Shares that LLC and its Affiliates shall have requested be so
included  (subject,  however,  to reduction in  accordance  with Section  2.3(b)
below).

     (b) If the lead managing  underwriter  selected by OPS for an  underwritten
offering  pursuant to Section 2.3(a) above  determines  that  marketing  factors
require a  limitation  on the number of LLC Shares to be offered and sold by LLC
and its  Affiliates in such  offering,  there shall be included in such offering
only that  number of LLC Shares,  if any,  that such lead  managing  underwriter
reasonably  and in good faith  believes will not  jeopardize  the success of the
offering  of all  shares of Common  Stock  that OPS  desires to sell for its own
account.  In such event and provided that the lead managing  underwriter  has so
notified  OPS in  writing,  the shares of Common  Stock to be  included  in such
offering shall consist of (i) the securities that OPS proposes to sell, and (ii)
the number,  if any, of LLC Shares requested to be included in such registration
that,  in the opinion of such lead  managing  underwriter,  can be sold  without
jeopardizing  the success of the offering of the shares of Common Stock that OPS
desires to sell for its own account.

     (c) Nothing in this Section 2.3 shall  create any  liability on the part of
OPS to LLC if OPS for  any  reason  should  decide  not to  file a  registration
statement  proposed to be filed under  Section  2.3(a) above or to withdraw such
registration  statement  subsequent  to its  filing,  regardless  of any  action
whatsoever  that LLC may have taken,  whether as a result of the issuance by OPS
of any notice hereunder or otherwise.

     (d) If any LLC  Shares  are to be  included  in any  underwritten  offering
pursuant  to  Section  2.3(a)  above,  LLC shall be a party to the  underwriting
agreement between OPS and such  underwriters,  and LLC agrees to comply with the
terms and conditions that may be imposed on such offering by the underwriters.

     Section  2.4.  Registration  Procedures.   In  order  to  comply  with  the
requirements of Section 2.2 above, OPS will:

     (a) prepare and file with the SEC a Registration Statement covering the LLC
Shares on any SEC form or forms for which OPS then  qualifies  and that  counsel
for OPS shall deem  appropriate,  and which form shall be available for the sale
of the LLC  Shares in  accordance  with the  intended  methods  of  distribution
thereof;

     (b) prepare and file with the SEC pre- and post-effective amendments to the
Registration  Statement and such  amendments  and  supplements to the Prospectus
used in connection  therewith as may be necessary to maintain the  effectiveness
of  such  registration,  or as may be  required  by the  rules,  regulations  or
instructions  applicable  to the  registration  form  utilized by OPS, or by the
Securities Act or the rules and regulations  thereunder,  necessary to keep such
Registration Statement effective, and cause the Prospectus as so supplemented to
be filed  pursuant to Rule 424 under the  Securities  Act, and otherwise  comply
with the provisions of the Securities Act with respect to the disposition of the
LLC Shares;

     (c) furnish to LLC (or any Affiliate of LLC that owns, either  beneficially
or of record,  any LLC  Shares),  and the  underwriters  if any,  such number of
copies of the Registration Statement and each pre- and post-effective  amendment
thereto, any Prospectus or Prospectus  supplement and each amendment thereto and
such  other  documents  as LLC  (or  any  Affiliate  of LLC  that  owns,  either
beneficially  or of record,  any LLC Shares),  and the  underwriters if any, may
reasonably request in order to facilitate the transfer or disposition of the LLC
Shares by LLC (or any  Affiliate  of LLC that owns,  either  beneficially  or of
record, any LLC Shares);

     (d) make such Blue Sky Filings to register or qualify the LLC Shares  under
such  state  securities  or blue sky laws of such  jurisdictions  as LLC (or any
Affiliate of LLC that owns, either  beneficially or of record,  any LLC Shares),
and the  underwriters if any, may reasonably  request,  and do any and all other
acts that may be  reasonably  necessary or advisable to enable LLC to consummate
the transfer or disposition in such jurisdictions of the LLC Shares, except that
OPS shall not for any such purpose be required  (i) to  qualify  generally to do
business  as a  foreign  corporation  in any  jurisdiction  where,  but  for the
requirements  of  this  Section  2.4(d),  it  would  not be  obligated  to be so
qualified,  (ii) to  subject  itself to  taxation in any such  jurisdiction,  or
(iii) to consent to general service of process in any such jurisdiction;

     (e) notify LLC, and the  underwriters if any, at any time when a Prospectus
is required to be delivered  under the  Securities  Act while the LLC Shares are
subject to this Agreement, of OPS's becoming aware that a Prospectus included in
a Registration  Statement,  as then in effect, includes an untrue statement of a
material fact or omits to state a material  fact  necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not  misleading,  and prepare and furnish to LLC, and the  underwriters if
any, a reasonable  number of copies of an amendment to such Prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such LLC Shares,
such Prospectus shall not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements  therein,  in
the light of the circumstances under which they were made, not misleading;

     (f) promptly notify LLC, and the underwriters if any,

     (1) when any Prospectus or Prospectus  supplement or pre- or post-effective
amendment  has been filed,  and, with respect to the  Registration  Statement or
post-effective  amendment,  when such  Registration  Statement or post-effective
amendment has become effective;

     (2) of any request by the SEC or any other applicable  regulatory authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional information;

     (3) of the issuance by the SEC or any other applicable regulatory authority
of any stop  order of  which  OPS or its  counsel  is aware or  should  be aware
suspending  the  effectiveness  of  the  Registration  Statement  or  any  order
preventing the use of a related Prospectus,  or the initiation or any threats of
any proceedings for such purpose; and

     (4) of the receipt by OPS of any written  notification of the suspension of
the  registration  or  qualification  of any of the LLC  Shares  for sale in any
jurisdiction,  or the  initiation  or any  threats  of any  proceeding  for such
purpose;

     (g)  use  its  best  efforts  to  comply  with  all  applicable  rules  and
regulations  of the SEC,  and make  available  to its  shareholders,  as soon as
reasonably practicable,  an earnings statement that shall satisfy the provisions
of Section  11(a) of the  Securities  Act,  provided that OPS shall be deemed to
have  complied  with this Section  2.4(g) if it has complied with Rule 158 under
the Securities Act;

     (h) use its best efforts to provide a transfer  agent and registrar for the
LLC Shares  covered by the  Registration  Statement no later than the  effective
date of such Registration Statement;

     (i) if the LLC Shares  are to be sold in an  underwritten  offering,  enter
into a customary underwriting agreement and in connection therewith:

     (1) make such representations and warranties to the underwriters and to LLC
and any  Affiliate  of LLC,  to the extent  that LLC and such  Affiliate(s)  are
selling  shareholders,  in form,  substance and scope as are customarily made by
issuers to  underwriters  and selling  shareholders  in comparable  underwritten
offerings;

     (2)  obtain  opinions  of  counsel  to OPS (in  form,  substance  and scope
reasonably  satisfactory  to  the  managing  underwriters),   addressed  to  the
underwriters, and covering the matters customarily covered in opinions requested
in  comparable  underwritten  offerings,  including,  if requested by LLC or any
Affiliate  of LLC, a statement  to the effect that such  opinions  may be relied
upon by LLC and  such  Affiliate(s)  of LLC,  to the  extent  that  LLC and such
Affiliate(s) are selling shareholders;

     (3) obtain  "cold  comfort"  letters  and  bring-downs  thereof  from OPS's
independent  certified public accountants addressed to the underwriters and LLC,
such  letters to be in  customary  form and  covering  the  matters  customarily
covered in "cold  comfort"  letters by  independent  accountants  in  comparable
underwritten offerings;

     (4) if requested, provide indemnification in accordance with the provisions
and  procedures of Article IV of this Agreement to all parties to be indemnified
pursuant to such Article;

     (5) deliver such documents and certificates as the managing underwriters or
LLC may reasonably request to evidence  compliance with Section 2.4(f) above and
with any customary conditions contained in the underwriting agreement; and

     (6) make its officers and directors reasonably available for "roadshows."

     (j) cooperate  with LLC, and the  underwriters  if any, to  facilitate  the
timely  preparation  and delivery of  certificates  (not bearing any restrictive
legends)   representing  the  securities  to  be  sold  under  the  Registration
Statement, and enable such securities to be in such denominations and registered
in such names as LLC, or the underwriters if any, may request;

     (k) if the managing  underwriter or underwriters or LLC reasonably request,
incorporate in a Prospectus supplement or post-effective  amendment thereto such
information as the managing  underwriter or underwriters and LLC agree should be
included  therein  relating to OPS and its business and financial  condition and
the plan of  distribution  with respect to such LLC Shares,  including,  without
limitation,  information  with respect to the number of LLC Shares being sold to
such  underwriters,  the purchase price being paid therefor by such underwriters
and with  respect to any other  terms of the  underwritten  offering  of the LLC
Shares  to be sold in such  offering  and  make  all  required  filings  of such
Prospectus  supplement or  post-effective  amendment as promptly as  practicable
upon  being  notified  of the  matters  to be  incorporated  in such  Prospectus
supplement or post-effective amendment;

     (l) provide LLC, any  underwriter  and any  attorney,  accountant  or other
agent retained by LLC or underwriter  (collectively,  the "Inspectors") with (i)
the opportunity to participate in the preparation of the Registration Statement,
any  Prospectus,  and any  amendment or supplement  thereto and (ii)  reasonable
access  during  normal  business  hours to  appropriate  officers of OPS and its
subsidiaries to ask questions and to obtain  information that any such Inspector
may reasonably request and make available for inspection all financial and other
records,  pertinent  corporate  documents  and  properties of any of OPS and its
subsidiaries  and  affiliates   (collectively,   the  "Records"),  as  shall  be
reasonably   necessary   to  enable  them  to  exercise   their  due   diligence
responsibility; provided, however, that the Records that OPS determines, in good
faith,  to be  confidential  and that it notifies the  Inspectors in writing are
confidential shall not be disclosed to any Inspector unless such Inspector signs
or is otherwise bound by a confidentiality  agreement reasonably satisfactory to
OPS; and

     (m) in the  event of the  issuance  of any stop  order of which  OPS or its
counsel  is aware  or  should  be  aware  suspending  the  effectiveness  of the
Registration  Statement or any order  suspending  or  preventing  the use of any
related  Prospectus or suspending the  registration or  qualification of any LLC
Shares for sale in any  jurisdiction,  OPS promptly will use its best efforts to
obtain its withdrawal.

     LLC shall furnish to OPS in writing such information  regarding LLC and its
Affiliates as is required to be disclosed  pursuant to the  Securities  Act. LLC
agrees  to notify  OPS  promptly  of any  inaccuracy  or  change in  information
previously  furnished  by LLC to OPS or of the  happening of any event in either
case as a result of which  the  Registration  Statement,  a  Prospectus,  or any
amendment or supplement  thereto contains an untrue statement of a material fact
regarding  LLC or omits to state a material  fact  regarding  LLC required to be
stated therein or necessary to make the statements therein not misleading and to
furnish  promptly  to OPS any  additional  information  required  to correct and
update  any   previously   furnished   information  or  required  so  that  such
Registration  Statement,  Prospectus,  or  amendment  or  supplement,  shall not
contain,  with respect to LLC, an untrue statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading.

     LLC agrees that,  upon  receipt of any notice from OPS of the  happening of
any  event of the kind  described  in  Sections  2.4(e) or (m)  above,  LLC will
forthwith  discontinue the transfer or disposition of any LLC Shares pursuant to
the Prospectus  relating to the Registration  Statement covering such LLC Shares
until  LLC's  receipt of the copies of the  amended or  supplemented  Prospectus
contemplated  by Section 2.4(e) or the withdrawal of any order  contemplated  by
Section 2.4(m),  and, if so directed by OPS, LLC will deliver to OPS all copies,
other than  permanent  file copies then in LLC's  possession,  of the Prospectus
covering  such LLC  Shares at the time of  receipt  of such  notice.  The period
during which any discontinuance under this paragraph is in effect is referred to
herein as a "Discontinuance Period."

     Section 2.4. Registration  Expenses. OPS will pay all Registration Expenses
in connection  with the  registration  of the LLC Shares pursuant to Section 2.4
above,  and LLC shall pay (x) any fees or disbursements of counsel to LLC or any
underwriter and (y) any brokerage commissions and fees,  underwriting  discounts
and commissions, transfer taxes and documentary stamp taxes, if any, relating to
the sale or disposition of the LLC Shares.

     Section 2.5. Selection of Underwriters. In connection with any underwritten
offering  pursuant to the  Registration  Statement filed pursuant to Section 2.4
above,  LLC  shall  have the  right to  select a lead  managing  underwriter  or
underwriters  to administer  such offering,  which lead managing  underwriter or
underwriters shall be reasonably  satisfactory to OPS; provided,  however,  that
OPS shall have the right to select a co-managing underwriter or underwriters for
such offering, which co-managing underwriter or underwriters shall be reasonably
satisfactory to LLC.

                                   ARTICLE III

                                 Holdback Period

     If one or more  underwritten  public  offerings  of shares of Common  Stock
(other than the LLC Shares) by OPS occur during the period of the  effectiveness
of the registration relating to the LLC Shares under Section 2.2(c) above, then,
in  connection  with each such  public  offering,  OPS may  require  LLC and its
Affiliates  to refrain  from,  and LLC and its  Affiliates  will  refrain  from,
selling any of the LLC Shares for a period  determined  by OPS but not to exceed
ninety (90) days (each such period  referred to as a "Holdback  Period") so long
as OPS delivers written notice to LLC of OPS's requirement of a Holdback Period,
and the  length of such  Holdback  Period,  no less than three days prior to the
inception of the Holdback  Period;  provided that OPS may require LLC to refrain
from  selling  any of the LLC Shares  during no more than  three  such  Holdback
Periods;  and provided  further that OPS may require LLC to refrain from selling
any of the LLC  Shares  during  no more  than two  Holdback  Periods  in any one
calendar year.

                                   ARTICLE IV

                          Indemnification; Contribution

     Section 4.1.  Indemnification  by OPS. OPS will,  and hereby does indemnify
and hold  harmless,  to the fullest  extent  permitted by law,  and,  subject to
Section 4.3 below, defend LLC and LLC's members,  managers,  employees,  agents,
representatives  and each other  Person,  if any,  who  controls  LLC within the
meaning of the  Securities  Act,  against any and all losses,  claims,  damages,
liabilities  and  expenses,  joint or several,  to which they or any of them may
become  subject  under the  Securities  Act or any other  statute or common law,
including  any  amount  paid  in  settlement  of any  litigation,  commenced  or
threatened,  and to reimburse  them for any  reasonable  legal or other expenses
incurred by them in connection with  investigating  any claims and defending any
actions, insofar as any such losses, claims, damages,  liabilities,  expenses or
actions  arise out of or are based  upon (i) any  untrue  statement  or  alleged
untrue statement of a material fact contained in the  Registration  Statement or
any pre- or  post-effective  amendment thereto or in any Blue Sky Filing, or the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading or
(ii) any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in the  Prospectus  or any  amendment or  supplement  thereto,  or the
omission or alleged omission to state therein a material fact necessary in order
to make the statements  therein,  in the light of the circumstances  under which
they were made, not  misleading;  provided,  however,  that the  indemnification
agreement  contained  herein  shall not apply to such losses,  claims,  damages,
liabilities,  expenses or actions arising out of, or based upon, any such untrue
statement or alleged untrue statement, or any such omission or alleged omission,
if such  statement or omission was made in reliance upon and in conformity  with
information  furnished  in writing to OPS by LLC from time to time  specifically
for use in the Registration  Statement,  the Prospectus or any such amendment or
supplement  thereto or any Blue Sky Filing.  Such indemnity shall remain in full
force and effect regardless of any investigation  made by or on behalf of LLC or
any other Person and shall survive the transfer of such securities by LLC.

     Section 4.2.  Indemnification by LLC. LLC will, and hereby does,  indemnify
and hold harmless and, subject to Section 4.3 below,  defend (in the same manner
and to the same  extent  as set  forth  in  Section  4.1  above)  OPS and  OPS's
officers, directors,  employees, agents,  representatives and each other Person,
if any, who controls OPS within the meaning of the Securities  Act, with respect
to any such  untrue  statement  or  alleged  untrue  statement  in,  or any such
omission or alleged omission from, the Registration  Statement,  any Prospectus,
or any amendment or supplement  thereto,  if such statement or omission was made
in reliance upon and in conformity with information  furnished in writing to OPS
by LLC from time to time specifically for use in the Registration Statement, the
Prospectus,  and any such amendment or supplement thereto.  Such indemnity shall
remain in full force and effect,  regardless of any investigation  made by or on
behalf  of OPS or any such  director,  officer  or any  other  Person  and shall
survive the transfer of such securities by LLC.

     Section 4.3.  Notices of Claims.  Promptly  after receipt by an indemnified
party of notice of the  commencement  of any action or  proceeding  involving  a
claim  referred to in Sections 4.1 and 4.2 above,  such  indemnified  party will
give, if a claim in respect thereof is to be made against an indemnifying party,
written notice to the latter of the  commencement of such action,  provided that
the failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying  party of its obligations under this Article IV, except
to the extent that the indemnifying party is actually prejudiced in any material
respect  by such  failure  to give  notice.  In case any such  action is brought
against an  indemnified  party,  the  indemnifying  party  shall be  entitled to
participate in and, unless in such  indemnified  party's  reasonable  judgment a
conflict of interest between such indemnified and indemnifying parties may exist
in respect of such claim, to assume the defense thereof,  jointly with any other
indemnifying  party  similarly  notified  to the extent  that it may wish,  with
counsel  reasonably  satisfactory to such indemnified  party,  and, after notice
from the  indemnifying  party to such  indemnified  party of its  election so to
assume the defense thereof,  the indemnifying  party shall not be liable to such
indemnified party for any legal or other expenses  subsequently  incurred by the
latter in connection  with the defense  thereof other than  reasonable  costs of
reasonable investigation. If the indemnifying party advises an indemnified party
that it will contest a claim for  indemnification  hereunder,  or fails,  within
thirty (30) days of receipt of any indemnification notice to notify, in writing,
such Person of its election to defend,  settle or  compromise,  at its sole cost
and expense, any action, proceeding or claim (or discontinues its defense at any
time after it commences such defense),  then the  indemnified  party may, at its
option,  defend,  settle or otherwise  compromise or pay such action or claim in
each case at the indemnifying  party's expense.  In any event,  unless and until
the  indemnifying  party  elects in  writing  to assume  and does so assume  the
defense  of any such  claim,  proceeding  or  action,  the  indemnified  party's
reasonable  costs  and  expenses  arising  out of  the  defense,  settlement  or
compromise of any such action,  claim or proceeding  shall be losses  subject to
indemnification  hereunder. The indemnified party shall cooperate fully with the
indemnifying  party in connection  with any  negotiation  or defense of any such
action or claim by the indemnifying  party and shall furnish to the indemnifying
party all information reasonably available to the indemnified party that relates
to such action or claim. The indemnifying party shall keep the indemnified party
fully  informed at all times as to the status of the  defense or any  settlement
negotiations  with respect thereto.  If the indemnifying  party elects to defend
any such  action or claim,  then the  indemnified  party  shall be  entitled  to
participate  in such  defense  with  counsel  of its choice at its sole cost and
expense,  except that the indemnifying party shall be liable for such reasonable
costs and  expenses  if, in such  indemnified  party's  reasonable  judgment,  a
conflict of interest between such indemnified and indemnifying parties may exist
as described above. If the indemnifying party does not assume such defense,  the
indemnified party shall keep the indemnifying  party informed at all times as to
the  status of the  defense;  provided,  however,  that the  failure to keep the
indemnifying  party  so  informed  shall  not  affect  the  obligations  of  the
indemnifying  party  hereunder.  No  indemnifying  party shall be liable for any
settlement  of any  action,  claim or  proceeding  effected  without its written
consent;  provided,  however, that the indemnifying party shall not unreasonably
withhold,  delay or condition its consent. No indemnifying party shall,  without
the consent of the indemnified party,  consent to entry of any judgment or enter
into any settlement that does not include as an  unconditional  term thereof the
giving by the  claimant  or  plaintiff  to such  indemnified  party of a general
written release from all liability with respect to such claim or litigation.

     Section 4.4. Indemnification Payments. The indemnification required by this
Article IV shall be made by periodic  payments of the amount  thereof during the
course  of the  investigation  or  defense  as and when  bills are  received  or
expense,  loss, damage or liability is incurred,  subject to the receipt of such
documentary support therefor as the indemnifying party may reasonably request.

     Section  4.5.  Contribution.  If the  indemnification  provided for in this
Article IV is unavailable to or  insufficient to hold harmless a party otherwise
entitled to be indemnified  thereunder in respect to any losses, claims, damages
and expenses (or actions,  whether commenced or threatened,  in respect thereof)
referred to  therein,  then OPS and LLC shall  contribute  to the amount paid or
payable by such party as a result of such losses, claims, damages,  liabilities,
expenses or actions in such proportion as is appropriate to reflect the relative
fault  of OPS and LLC in  connection  with  the  statements  or  omissions  that
resulted in such losses, claims, damages, liabilities,  expenses or actions. The
relative  fault of OPS and LLC shall be  determined  by reference to whether the
untrue  statement or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information  supplied by
OPS or by LLC and the parties' relative intent, knowledge, access to information
and  opportunity to correct or prevent such  statement or omission.  OPS and LLC
agree that it would not be just and equitable if contributions  pursuant to this
Section 4.5 were  determined  by pro rata  allocation  or by any other method of
allocation that does not take account of the equitable  considerations  referred
to above in this Section 4.5. No person guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any   person   who  is  not   guilty  of  such   fraudulent
misrepresentation.

     Section 4.6. Other Rights and  Liabilities.  The indemnity and contribution
agreements  contained  herein shall be in addition to (i) any cause of action or
similar right of the indemnified party against the indemnifying  party or others
and (ii) any  liabilities the  indemnifying  party may be subject to pursuant to
the law.

                                    ARTICLE V

                                  Miscellaneous

     Section  5.1.  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


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

     Section 5.3.  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 5.4. 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 and the Stock Option Agreement.

     Section  5.5.  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 5.6. 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  5.7. 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 5.8. No Third Party Beneficiaries. Except as provided in Article IV
above,  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 5.9. 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 5.1 above is reasonably
calculated to give actual  notice.  Notwithstanding  anything  contained in this
Section 5.9 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  5.10.  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 5.11. 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 5.12. 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  5.13.  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.

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<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
hereby, have caused this Registration Rights 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