OPEN PLAN SYSTEMS, INC.
                       NONQUALIFIED STOCK OPTION AGREEMENT


     THIS AGREEMENT dated as of June 17, 1998, between Open Plan Systems,  Inc.,
a Virginia corporation (the "Company"), and Great Lakes Capital, LLC, a Delaware
limited  liability  company  ("Optionee"),  is made  pursuant and subject to the
provisions of that certain Management and Consulting  Agreement,  dated June 17,
1998, by and between the Company and Optionee (the "Consulting Agreement").  All
terms used herein that are defined in the  Consulting  Agreement  shall have the
same meaning given them in the Consulting Agreement.

     1. Grant of Option. Pursuant to the terms of the Consulting Agreement,  the
Company hereby grants to Optionee,  subject to the terms and  conditions  herein
set forth,  the right and option to purchase from the Company all or any part of
an  aggregate  of Six Hundred  Thousand  (600,000)  shares of the Common  Stock,
without par value,  of the Company (the  "Common  Stock") at an option price per
share as follows:

<TABLE>
<S>                       <C>                                          <C> 
                           Number of                                   Strike
                              Shares                                    Price

                           150,000                                     $3.00
                           150,000                                     $4.50
                           150,000                                     $6.00
                           150,000                                     $7.50
</TABLE>

Such option is to be exercisable as hereinafter provided.

     2. Terms and Conditions.  This option is subject to the following terms and
conditions:

     (a) Expiration Date. The Expiration Date of this option is June 30, 2003.

     (b) Exercise of Option. This option is immediately exercisable by Optionee,
in whole or in part,  as of the date hereof.  A partial  exercise of this option
shall not affect  Optionee's  right to  exercise  subsequently  this option with
respect to the remaining shares that are exercisable,  subject to the conditions
of this Agreement.

     (c)  Method of  Exercising  and  Payment  for  Shares.  This  option may be
exercised  only by written  notice  delivered to the  attention of the Company's
Secretary at the Company's principal office in Richmond,  Virginia.  The written
notice  shall  specify  the  number of shares  being  acquired  pursuant  to the
exercise of the option when such option is being exercised in part in accordance
with  subparagraph  2(b) hereof.  The exercise date shall be the date upon which
such notice is received by the  Company.  Such notice  shall be  accompanied  by
payment  of the  option  price in full for each  share  either in cash in United
States  Dollars,  or by the  surrender  of shares of  Common  Stock,  or by cash
equivalent  acceptable  to the  Company  or any  combination  thereof  having an
aggregate  fair market  value equal to the total option price for all the shares
being purchased.

     (d) Nontransferability. This option is nontransferable.

     3. Fractional Shares. Fractional shares shall not be issuable hereunder.

     4.  Investment  Representation.  Optionee  agrees that,  unless such shares
shall  previously  have been  registered  under the  Securities  Act of 1933, as
amended, (a) any shares purchased hereunder will be purchased for investment and
not with a view to  distribution  or resale,  and (b) until  such  registration,
certificates  representing such shares may bear an appropriate  legend to assure
compliance  with such Act. This investment  representation  shall terminate when
such shares have been  registered  under the Securities Act of 1933, as amended.
Optionee  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.

     5.  Change in  Capital  Structure.  Subject to any  required  action by the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
this option, and the price per share thereof, shall be proportionately  adjusted
and its terms shall be adjusted,  to reflect (i) any increase or decrease in the
number of issued and outstanding shares of Common Stock resulting from any stock
dividend (but only on, or payable in, Common Stock),  stock split,  subdivision,
combination,  reclassification or recapitalization, (ii) the issuance of rights,
options, warrants or other securities exercisable for or convertible into Common
Stock having an exercise or conversion  price below the fair market value of the
Common  Stock on the date of such  issuance,  (iii) any  change in the number of
such shares outstanding  resulting from the issuance of Common Stock for cash or
property  or labor or  services by the  Company,  if the amount of cash,  or, if
other than cash consideration is received, the value of such other consideration
(as  determined in good faith by the Company's  Board of Directors) is less than
the fair market value of the Common Stock on the date of such issuance,  or (iv)
any spin-off,  spin-out,  split-up, split-off or other distribution of assets to
shareholders.

     In the event of a change in the Common  Stock of the  Company as  presently
constituted,  which is limited to a change of all of its authorized  shares with
par value or without par value,  the shares resulting from any such change shall
be deemed to be the Common Stock.

     The grant of this option  shall not affect in any way the right or power of
the Company to make adjustments,  reclassifications,  reorganizations or changes
of its  capital  or  business  structure  or to  merge or to  consolidate  or to
dissolve,  liquidate  or sell,  or transfer  all or any part of its  business or
assets.

     6.  Sale of the  Company.  In the event  that the  Company  enters  into an
agreement  prior to the Expiration Date of this option whereby the Company shall
be  acquired  by  merger,  share  exchange  or  consolidation,   or  shall  sell
substantially all of its assets, the Board of Directors of the Company shall use
its reasonable  best efforts to see that this option is converted into an option
to purchase the acquiring company's stock upon consummation of such transaction.
In the event this  option is not  converted  into an option for the  purchase of
shares in the acquiring company,  then any unexercised portion of this option at
such time shall be deemed to have a value  equal to the price  computed by using
the Black-Scholes  option pricing model using as inputs each option's expiration
date and strike price,  a price for the Common Stock of the Company equal to the
acquisition  price per share and an assumed  volatility rate of 45%. The Company
shall  pay  to  Optionee  such  value  on  the  date  of  consummation  of  such
transaction.

     7.  Continued  Employment  of C.E.O.  If at any time prior to December  17,
1998,  John L. Hobey  ("Hobey")  voluntarily  terminates his employment with the
Company as its Chief Executive  Officer for any reason,  or is terminated by the
Company  for (i)  "Proper  Cause"  (as  that  term is  defined  in that  certain
Employment  Agreement,  dated June 17, 1998,  between Hobey and the Company (the
"Hobey  Employment  Agreement")) or (ii) death or disability (in accordance with
the Hobey Employment Agreement), any unexercised portion of this option shall be
immediately forfeited by the Optionee and shall be immediately null and void and
without effect. If after December 17, 1998, but prior to June 17, 1999,  Hobey's
employment  with the  Company  as its Chief  Executive  Officer  is  voluntarily
terminated  by him for any reason,  or at any time is  terminated by the Company
for (x)  "Proper  Cause"  (as  that  term is  defined  in the  Hobey  Employment
Agreement) or (y) death or disability (in accordance  with the Hobey  Employment
Agreement), then any unexercised portion of this option must be exercised within
one (1) year from the date on which Hobey's  employment  with the Company as its
Chief Executive Officer ceases, or this option will be forfeited by the Optionee
and shall be immediately  null and void and without  effect.  If, after June 17,
1999,  Hobey's  employment  with the Company as its Chief  Executive  Officer is
terminated for any reason (including voluntary  resignation),  there shall be no
effect on this option and this option  shall  continue  in  accordance  with its
terms.

     8.  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:

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

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


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


         (B)      If to the Optionee, to it at the following address:

                  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 P.C.
                  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.

     9. Amendments.  This Agreement may not be amended,  changed,  supplemented,
waived or otherwise  modified or  terminated  except by an instrument in writing
signed by the Company and Optionee.

     10.  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.

     11. 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.

     12. 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,  is  reasonably  calculated  to give actual  notice.  Notwithstanding
anything  contained in this  paragraph  12 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.

     13.  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.

     14. 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.

     15.  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 NEXT PAGE]

<PAGE>


     IN WITNESS WHEREOF,  the Company and Optionee have caused this Agreement to
be signed by duly authorized officers and managers, respectively, as of the date
first above written.


GREAT LAKES CAPITAL, LLC                    OPEN PLAN SYSTEMS, INC.



By: /s/ W. Sydnor Settle                    By: /s/ Anthony F. Markel 
        W. Sydnor Settle                            Anthony F. Markel
         Manager                                   Chairman of the Board