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Note and Security Agreement

Richmond, Virginia

Date              August 1, 2000
$     5,250,000.00

FOR VALUE RECEIVED,  the undersigned  (hereinafter called the "Borrower") hereby
promises  to pay to the order of Wachovia  Bank,  N.A.  (hereinafter  called the
"Lender")  at its  office  where  borrowed,  or at such  other  place as  Lender
hereafter  may direct from time to time in  writing,  in  immediately  available
funds of lawful money of the United States,  the sum of Five Million Two Hundred
Fifty thousand and  00/100-----------  Dollars together with any unpaid interest
hereon from date of advance, in accordance with the terms contained in this Note
and Security  Agreement  (hereinafter  referred to as the "Note").  The optional
provisions applicable to this Note are checked below.

     Repayment: One payment in full of principal and unpaid interest due

     On Demand

     payments of $ beginning _ and thereafter _


     until , , when the entire principal amount then outstanding and all accrued
but unpaid  interest shall be paid in full.

  x   On March 31, 2002 principal amount set forth above or the unpaid principal
amount  of all  advances  which  the  Lender  actually  makes  hereunder  to the
Borrower,  whichever  amount is less.  Each  advance  and each  payment  made on
account of the principal  thereof  shall be evidenced on an  attachment  hereto;
provided,  however,  any such  notation  or the  failure  of the Lender or other
holder  to make any such  notation  shall  not  limit or  otherwise  affect  the
obligation  of the Borrower  with respect to repayment of all advances  actually
made hereunder.  This Note and any attachment hereto shall be used to record the
outstanding  principal balance advanced hereunder until it is surrendered to the
Borrower by the Lender,  and it shall  continue to be used even though there may
be periods  prior to such  surrender  when no amount of principal or interest is
owing  hereunder.  If advances of the principal  amount hereof are to be made by
Lender  to the  Borrower  after  the  date of this  Note,  Lender,  at its  sole
discretion,  is hereby  authorized  to make such  advances  under this Note upon
telephonic  or written  communication  of a  borrowing  request  from any person
representing himself or herself to be the Borrower or, in the event the Borrower
is a partnership or corporation,  a duly authorized officer or representative of
Borrower.

Interest:
Payable: in arrears;  in advance.
        x in addition to the payments described above;
          included in the payments described above.
Payable at the rate per annum of: Prime Rate plus %;
       % of Prime Rate; % Fixed;

        Those rates which may be offered from time to time by the Lender and
agreed to by the Borrower and so noted by the Lender on an attachment hereto. In
the event of a good faith dispute among the parties to this Note as to rate
under this rate option, the rate shall be the Prime Rate, adjusted for any
changes in the Prime Rate as of the day such  Prime  Rate  changes;

        The rate(s) set forth in Schedule 1 attached to this Note and
incorporated herein by reference;

        x  Those rates which have been offered by the Lender to the Borrower in
the Loan Agreement or Commitment Letter checked below, the provisions of which
shall determine such rates, the procedure for the selection of such rates and
the time periods for which such rates shall apply.  In no case shall interest
exceed the maximum rate permitted by applicable law. If the interest is based
upon the Prime Rate, such interest rate will be adjusted on: The day the Prime
Rate changes Other . Due: On principal payment dates Other monthly beginning May
15, 2000 . Interest will be calculated on the basis of A year of 360 days and
paid for the actual number of days elapsed Other .

To the extent not  prohibited  by law, a late charge of four percent (4%) or the
applicable  statutory  maximum,  whichever is greater,  shall be assessed on any
payment remaining past due for fifteen (15) days or more unless interest on this
Note is payable in advance,  in which case such period  shall  instead be thirty
(30) days or more;  provided,  however,  that if any applicable statute allows a
shorter  minimum time period for the  imposition of a late charge,  such shorter
time period shall prevail.  After demand or maturity (whether by acceleration or
otherwise),  as  applicable,  interest  on any unpaid  balance  hereof  shall be
payable on demand at a rate per annum  equal to the greater of 150% of the Prime
Rate, or, 2% above the rate applicable prior to demand or maturity, adjusted for
any  changes in the Prime Rate as of the day such  Prime  Rate  changes,  not to
exceed the maximum rate permitted by applicable law.

As used herein, "Prime Rate" refers to that interest rate so denominated and set
by the Lender from time to time as an interest  rate basis for  borrowings.  The
Prime Rate is one of several interest rate bases used by the Lender.  The Lender
lends at interest rates above and below the Prime Rate.

All payments on this Note shall be applied,  in accordance with the then current
billing statement  applicable to this Note, first to accrued  interest,  then to
fees, then to principal due and then to late charges.  Any remaining funds shall
be applied to the further reduction of principal. Notwithstanding the foregoing,
upon  the  occurrence  of a  default  hereunder  payments  shall be  applied  as
determined by Lender in its sole discretion. IMPORTANT NOTICE

THIS INSTRUMENT  CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A
WAIVER OF  IMPORTANT  RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO
OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

The terms and conditions in a Loan Agreement  dated between the parties  hereto,
as the same may be amended from time to time,  shall be considered a part hereof
to the  same  extent  as if  written  herein.

The terms and  conditions  in a Commitment  Letter dated March 20, 2000 from the
Lender to the  Borrower,  as the same may be amended,  extended or replaced from
time to time, shall be considered a part hereof to the same extent as if written
herein.

In addition to any other collateral specified herein and in other agreements, to
secure the  indebtedness  evidenced by this Note,  together with any extensions,
modifications,  or renewals  thereof,  in whole or in part, as well as all other
indebtedness,  obligations  and  liabilities of the Borrower to the Lender,  now
existing or hereafter incurred or arising (hereinafter  sometimes referred to as
the "Obligations"),  except for other indebtedness,  obligations and liabilities
owing to Lender  that  constitute  (a)  consumer  credit as  defined  in Federal
Reserve Board Regulation Z or (b) non-consumer  credit if under applicable state
law the maximum  interest  rate for such credit is reduced when secured  (herein
collectively  referred to as "Restricted  Debt"), the Borrower does hereby grant
to the Lender a security  interest  in and  security  title to, and does  hereby
assign, pledge, transfer and convey to Lender the following described property:

Collateral more particularly  described in Security  Agreement-Commercial  dated
April 17,  2000  between  Borrower  and Lender  whether  now owned or  hereafter
acquired,  together  with  any and  all  additions  and  accessions  thereto  or
replacements  thereof,  returned or unearned premiums from any insurance written
in  connection  with this Note and any  products  and/or  proceeds of any of the
foregoing.  In no event,  however,  shall the Lender have a security interest in
any goods  acquired by the Borrower for personal,  family or household  purposes
more than 10 days after the date of this Note, unless such goods are added to or
attached to the Collateral (as hereinafter  defined). In addition, to the extent
not  prohibited  by law,  the  Borrower  hereby  grants to the Lender a security
interest in and security title to, and does hereby assign, pledge,  transfer and
convey to  Lender,  (i) all other  property  of the  Borrower  of every  kind or
description  now or  hereafter  in the  possession  or  control  of the  Lender,
exclusive of any such  property in the  possession or control of the Lender as a
fiduciary other than as agent, for any reason including, without limitation, all
cash,  stock or other  dividends  and all  proceeds  thereof,  and all rights to
subscribe for securities  incident thereto and any substitutions or replacements
for, or other rights in  connection  with,  any of the  Collateral  and (ii) any
balance or deposit accounts of the Borrower, whether such accounts be general or
special,  or individual or multiple party, and upon all drafts,  notes, or other
items deposited for collection or presented for payment by the Borrower with the
Lender,  and the Lender may at any time,  without demand or notice,  appropriate
and apply  any of such to the  payment  of any of the  Obligations  (except  for
Restricted Debt),  whether or not due. All property described in this paragraph,
in which the Borrower has granted to the Lender a security  interest or security
title hereunder,  is herein  collectively  referred to as the  "Collateral." The
Lender shall be deemed to have possession, control and custody of any Collateral
actually in transit to it or to any of its officers or agents.

If at any time the  Collateral  pledged as security  for any of the  Obligations
shall be or become unsatisfactory to the Lender or should the Lender deem itself
insecure, the Borrower will immediately furnish such further property to be held
by the Lender as if  originally  pledged as  Collateral  hereunder  or make such
payment on account as will be satisfactory to the Lender.

The Lender shall have, but shall not be limited to, the following  rights,  each
of which may be exercised at any time or from time to time: (i) to transfer this
Note and the  Collateral,  and any  transferee  shall have all the rights of the
Lender hereunder and the Lender shall be thereafter  relieved from any liability
with respect to any Collateral so transferred; (ii) to transfer the whole or any
part of the  Collateral in the name of itself or its  nominees;  (iii) to notify
the obligors on any  Obligation to make payment to the Lender of any amounts due
thereon; (iv) to execute at any time in the name of any party hereto and to file
financing  statements  covering  any of the  Collateral;  (v) to receive or take
control of any income or other  proceeds of any of the  Collateral;  and (vi) to
request and receive current financial  information from any party liable for all
or any part of the Obligations.

THE  UNDERSIGNED  HEREBY MAKES,  CONSTITUTES  AND APPOINTS BILL  HUTCHINSON,  J.
BOLLING LEWIS OR J. PHILIP HART,  ANY OF WHOM MAY ACT WITHOUT THE JOINDER OF THE
OTHERS, AS THE UNDERSIGNED'S TRUE AND LAWFUL  ATTORNEY-IN-FACT,  WITH FULL POWER
AND AUTHORITY FOR THE UNDERSIGNED,  IN THE UNDERSIGNED'S  NAME, PLACE AND STEAD,
TO CONFESS  JUDGMENT ON THE  UNDERSIGNED'S  BEHALF IN THE  CIRCUIT  COURT OF THE
COUNTY OF HENRICO, VIRGINIA IN THE EVENT OF A DEFAULT HEREUNDER.

THIS POWER OF ATTORNEY IS A POWER OF ATTORNEY  COUPLED  WITH AN INTEREST AND MAY
NOT BE TERMINATED BY THE  UNDERSIGNED  AND SHALL NOT BE REVOKED OR TERMINATED BY
THE  UNDERSIGNED'S  DISABILITY AS TO SAID  ATTORNEY-IN-FACT  OR ANY OTHER PERSON
WHO, WITHOUT ACTUAL  KNOWLEDGE OR NOTICE OF THE  UNDERSIGNED'S  DISABILITY,  HAS
ACTED OR ACTS IN GOOD FAITH,  UNDER OR IN RELIANCE  UPON THIS POWER OF ATTORNEY,
AND ANY ACTIONS SO TAKEN UNLESS  OTHERWISE  INVALID OR  UNENFORCEABLE,  SHALL BE
BINDING UPON THE UNDERSIGNED, ITS SUCCESSORS AND ASSIGNS.

Borrower  will at Lender's  request  maintain  insurance  on the  Collateral  in
amounts at least equal to the fair market  value of the  Collateral  and against
casualty,  public  liability  and property  damage risks and such other risks as
Lender may request;  provided,  however, if the Collateral  described above is a
vehicle(s),  Borrower  agrees to obtain  and  maintain  liability  insurance  as
required by law and collision and comprehensive  insurance with a deductible not
exceeding  $5000.  All insurance  shall be with  companies with a Best Insurance
Report Rating of B+ or better,  and Borrower will pay all premiums for insurance
when due. Unless and until  requested by Lender,  Borrower shall not be required
to name Lender as additional  insured in such policy or to provide Lender a copy
of the policy for or  certificate  evidencing  such  insurance,  but when and if
requested by Lender,  the Borrower shall immediately (but no later than five (5)
calendar  days) (i) cause all policies of such  insurance to specify that Lender
is an  additional  insured as its  interests may appear and to provide that such
insurance  shall not be cancellable by Borrower or the insurer  without at least
30 days advance written notice to Lender and that proceeds are payable to Lender
regardless of any act or omission of Borrower which would otherwise  result in a
denial of a claim;  and (ii) deliver all policies or certificates  thereof (with
copies of such policies) to Lender. In the event any or all of such insurance is
cancelled,  any returned  premium thereon may be collected by Lender and applied
by Lender to any part of the Obligations, either matured or unmatured. Lender is
authorized  to receive the proceeds of any  insurance  loss and at the option of
Lender shall apply such proceeds  toward either the repair or replacement of the
Collateral or the payment of the  Obligations  secured  hereby.  The undersigned
will also pay all taxes and other  impositions  on the Collateral as well as the
cost of repairs or maintenance to the Collateral.  If the  undersigned  fails to
maintain such insurance or fails to pay any and all amounts for taxes,  repairs,
maintenance  and  other  costs,  Lender  may,  at its  option,  but shall not be
required to,  purchase  such  insurance or pay any premium owing with respect to
such  insurance or pay such amounts for taxes,  repairs,  maintenance  and other
costs,  and any such sum paid by Lender  shall be  payable  by the  Borrower  on
demand by Lender or at its option may be added to the  Obligations  and  secured
hereby.  The loss, injury or destruction of the Collateral,  with or without the
fault of Borrower,  shall not release the Borrower from any liability  hereunder
or in any way affect Borrower's  liability  hereunder.  Upon ( i) any failure of
any Obligor (which term shall include the Borrower and each endorser,  surety or
guarantor of this Note) to pay any of the Obligations  when due or to observe or
perform any agreement,  covenant or promise hereunder or in any other agreement,
note,  instrument or certificate  of any Obligor to the Lender,  now existing or
hereafter executed in connection with any of the Obligations, including, but not
limited to, a loan  agreement,  if  applicable,  and any agreement  guaranteeing
payment  of any of the  Obligations;  (ii) any  default  of any  Obligor  in the
payment or performance of any other liabilities,  indebtedness or obligations to
Lender  or any other  creditor  or to allow or  permit  any  other  liabilities,
indebtedness  or obligations to Lender or any other creditor to be  accelerated;
(iii) any failure of any Obligor to furnish Lender current financial information
upon  request;  (iv) any failure of any  Obligor or any pledgor of any  security
interest in the Collateral  (the "Pledgor") to observe or perform any agreement,
covenant  or promise  contained  in any  agreement,  instrument  or  certificate
executed in connection  with the granting of a security  interest in property to
secure  the  Obligations  or any  guaranty  securing  the  Obligations;  (v) any
warranty,  representation  or statement made or furnished to the Lender by or on
behalf of any  Obligor or Pledgor in  connection  with the  extension  of credit
evidenced by this Note  proving to have been false in any material  respect when
made or furnished; (vi) any loss, theft, substantial damage, destruction,  sale,
foreclosure  of or encumbrance  to any of the  Collateral,  or the making of any
levy,  seizure or attachment thereof or thereon or the rendering of any judgment
or lien or  garnishment  or  attachment  against  any  Obligor or his  property,
whether  actual  or  threatened;  (vii)  the  dissolution,  change  in  control,
termination  of existence,  insolvency,  business  failure,  or appointment of a
receiver of any part of the property of, assignment for the benefit of creditors
by, or the  commencement  of any  proceeding  under any bankruptcy or insolvency
laws, state or federal, by or against, the Borrower or any other Obligor; (viii)
any discontinuance or termination of any guaranty of any of the Obligations by a
guarantor; or (ix) the Lender deeming itself insecure; thereupon, or at any time
thereafter,  to the  extent  permitted  by law,  the  Lender at its  option  may
terminate  any  obligation  to extend  any  additional  credit or make any other
financial   accommodation  to  the  Borrower  and/or  may  declare  all  of  the
Obligations to be immediately due and payable, all without notice or demand, and
shall  have  in  addition  to  and  independent  of the  right  to  declare  the
Obligations  to be due and payable and any other rights of the Lender under this
Note or any other  agreement with any Obligor or any Pledgor,  the remedies of a
secured party under the Uniform  Commercial Code of the Commonwealth of Virginia
as  amended  from  time to time  (the  "Code"),  including,  without  limitation
thereto, the right to take possession of the Collateral, or the proceeds thereof
and to sell or otherwise dispose thereof,  and for this purpose,  to sign in the
name of any Obligor or Pledgor any transfer,  conveyance or instrument necessary
or  appropriate  in  order  for the  Lender  to sell  or  dispose  of any of the
Collateral,  and the  Lender  may,  so far as the  Borrower  can give  authority
therefor,  enter upon the premises on which the  Collateral  or any part thereof
may be situated and remove the same  therefrom,  without being liable in any way
to any Obligor on account of entering any  premises.  The Lender may require the
Borrower to assemble the  Collateral  and make the  Collateral  available to the
Lender at a place to be designated by the Lender which is reasonably  convenient
to both  parties.  Unless the  Collateral  is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized  market,  the
Lender  shall  give the  Borrower  written  notice  of the time and place of any
public  sale  thereof  or of the time  after  which  any  private  sale or other
intended  disposition  thereof  is  to  be  made.  The  requirement  of  sending
reasonable  notice shall be met if such notice is mailed,  postage  prepaid,  or
otherwise  given,  to the Borrower or Pledgor at the last  address  shown on the
Lender's records at least five days before such  disposition.  If any Obligation
(including but not limited to the Note) is a demand instrument, the statement of
a maturity date,  the  requirement  for the payment of periodic  interest or the
recitation of defaults and the right of Lender to declare any Obligation due and
payable shall not  constitute an election by Lender to waive its right to demand
payment  under a  demand  at any time and in any  event  as  Lender  in its sole
discretion may deem appropriate.

The rights of the Lender  specified  herein  shall be in addition to, and not in
limitation of the Lender's  rights under the Code, or any other statute or rules
of law conferring  rights similar to those  conferred by the Code, and under the
provisions of any other  instrument or agreement  executed by the Borrower,  any
other Obligor or any Pledgor to the Lender.  All prior  agreements to the extent
inconsistent  with the terms of this Note shall be construed in accordance  with
the provisions  hereof. Any rights or remedies of the Lender may be exercised or
taken in any order or sequence whatsoever, at the sole option of the Lender.

The  security  agreement  set forth  herein  and the  security  interest  in the
Collateral  created hereby shall terminate only when all of the Obligations have
been  indefeasibly  paid in full and such  payments  are no  longer  subject  to
rescission,   recovery   or   repayment   upon   the   bankruptcy,   insolvency,
reorganization,  moratorium,  receivership or similar  proceeding  affecting the
Borrower or any other  person.  No waiver by the Lender of any default  shall be
effective  unless in writing nor operate as a waiver of any other  default or of
the same default on a future occasion.  All rights of the Lender hereunder shall
inure to the benefit of its successors and assigns,  and all  obligations of the
Borrower shall bind the heirs, legal representatives,  successors and assigns of
the Borrower. The Borrower and each endorser,  surety or guarantor of this Note,
whether bound by this or by separate  instrument or agreement,  shall be jointly
and  severally  liable for the  indebtedness  evidenced  by this Note and hereby
severally  (1)  waive  presentment  for  payment,  demand,  protest,  notice  of
nonpayment  or dishonor and of protest and any and all other notices and demands
whatsoever;  (2) consent that at any time, or from time to time,  payment of any
sum  payable  under  this Note may be  extended  without  notice  whether  for a
definite or  indefinite  time;  and (3) agree to remain  liable until all of the
Obligations  are  paid in full  notwithstanding  any  impairment,  substitution,
release or transfer of  Collateral or any one or more Borrower or Obligor by the
Lender,  with or without  consideration,  or of any extension,  modification  or
renewal.  No conduct  of the holder  shall be deemed a waiver or release of such
liability,  unless the holder  expressly  releases  such party in  writing.  The
Borrower  shall pay to the holder on demand all expenses,  including  reasonable
attorneys' fees and expenses of legal counsel, incurred by the holder in any way
arising from or relating to the enforcement or attempted enforcement of the Note
and  any  related  guaranty,  collateral  document  or  other  document  and the
collection or attempted collection,  whether by litigation or otherwise,  of the
Note. Time is of the essence.

Borrower  acknowledges  that  Lender  may  reproduce  (by  electronic  means  or
otherwise) any of the documents  evidencing  and/or securing the Obligations and
thereafter may destroy the original  documents.  Borrower does hereby agree that
any  document  so  reproduced  shall be and remain  the  binding  obligation  of
Borrower,  enforceable and admissible in evidence  against it to the same extent
as if the original documents had not been destroyed.

BORROWER HEREBY WAIVES TRIAL BY JURY IN REGARD TO ANY CAUSES OF ACTION,  CLAIMS,
OBLIGATIONS,  DAMAGES OR ANY  COMPLAINTS  WHICH BORROWER MAY HAVE ARISING OUT OF
THIS NOTE, OR ANY OF THE DOCUMENTS  RELATING TO, EVIDENCING AND/OR SECURING THIS
NOTE (THE "LOAN  DOCUMENTS"),  OR IN ANY ACTION OR  PROCEEDING  WHICH THE HOLDER
HEREOF MAY BRING TO ENFORCE ANY PROVISION OF THE LOAN DOCUMENTS. BY EXECUTION OF
THIS NOTE,  BORROWER HEREBY REPRESENTS THAT BORROWER IS REPRESENTED BY COMPETENT
COUNSEL  WHO HAS  FULLY AND  COMPLETELY  ADVISED  BORROWER  OF THE  MEANING  AND
RAMIFICATIONS OF THE WAIVER OF THE RIGHT TO A TRIAL BY JURY.

This Note,  and the rights and  obligations of the parties  hereunder,  shall be
governed  and  construed  in  accordance  with the laws of the  Commonwealth  of
Virginia.


IN WITNESS  WHEREOF,  the Borrower has executed this Note under seal the day and
year set forth above.

                                                 Borrower:

                                                Open Plan Systems, Inc.
                                            (Name of Corporation or Partnership)

Attest
_______________________________________           By:__________________________
                                                            Neil F. Suffa

Title: ________________________________           Title: Chief Financial Officer
[Corporate Seal]