OPEN PLAN SYSTEMS, INC.
                            1996 STOCK INCENTIVE PLAN

                 (as amended November 1, 1996 and May 12, 2000)

                                    Article I

                                   DEFINITIONS

     1.01 Affiliate means any "subsidiary" or "parent  corporation"  (within the
meaning of Section 424 of the Code) of the Company.

     1.02  Agreement  means a written  agreement  (including  any  amendment  or
supplement  thereto) between the Company and a Participant  specifying the terms
and conditions of a Grant or an Award issued to such Participant.

     1.03 Award means an award of Common Stock,  Restricted Stock and/or Phantom
Stock.

     1.04 Board means the Board of Directors of the Company.

     1.05  Change of Control  means and shall be deemed to have taken  place if:
(i) any individual,  entity or group (within the meaning of Sections 13(d)(3) or
14(d)(2) of the  Exchange  Act)  becomes the  beneficial  owner of shares of the
Company  having 20 percent or more of the total number of votes that may be cast
for the election of directors of the Company,  other than (x) as a result of any
acquisition  directly from the Company or (y) as a result of any  acquisition by
the Company or any  employee  benefit  plans (or related  trusts)  sponsored  or
maintained  by the  Company  or  its  Subsidiaries;  or  (ii)  a  change  in the
composition of the Board such that the  individuals  who, as of the date hereof,
constitute  the Board  (the  Board as of the date  hereof  shall be  hereinafter
referred to as the  "Incumbent  Board")  cease for any reason to  constitute  at
least a majority of the Board; provided,  however, for purposes of this Section,
that any  individual  who becomes a member of the Board  subsequent  to the date
hereof whose election, or nomination for election by the Company's shareholders,
was  approved  by a vote of at least a  majority  of those  individuals  who are
members of the Board and who were also members of the Incumbent Board (or deemed
to be such  pursuant  to this  proviso)  shall  be  considered  as  though  such
individual were a member of the Incumbent Board; but, provided further, that any
such individual whose initial  assumption of office occurs as a result of either
an actual or threatened  election contest (as such terms are used in Rule 14a-11
of  Regulation  14A  promulgated  under  the  Exchange  Act) or other  actual or
threatened solicitation of proxies or consents by or on behalf of a person other
than the Board shall not be so considered as a member of the Incumbent Board.

     1.06 Change of Control Date is the date on which an event  described in (i)
or (ii) of Section 1.05 occurs.

     1.07 Code  means the  Internal  Revenue  Code of 1986,  and any  amendments
thereto.

     1.08  Commission  means  the  Securities  and  Exchange  Commission  or any
successor agency.

     1.09 Committee means the Compensation Committee of the Board.

     1.10 Common Stock means the Common Stock of the Company.

     1.11 Company means Open Plan Systems, Inc.

     1.12  Exchange Act means the  Securities  Exchange Act of 1934,  as amended
from time to time, and any successor thereto.

     1.13 Fair  Market  Value  means,  on any given date,  the mean  between the
highest  and lowest  reported  sales  prices of Common  Stock as reported on the
Nasdaq National Market System.  If there is no regular public trading market for
the Common Stock,  the Fair Market Value shall be determined by the Committee in
good faith.

     1.14 Grant means a grant of an Option and/or an SAR.

     1.15 Incentive  Stock Option means an Option that is intended to qualify as
an "incentive stock option" under Section 422 of the Code.

     1.16 Initial Value means,  with respect to an SAR, the Fair Market Value of
one  share  of  Common  Stock  on the  date of its  grant,  as set  forth in the
Agreement.

     1.17  Non-Qualified  Stock  Option  means an option other than an Incentive
Stock Option.

     1.18 Option means a stock option that  entitles the holder to purchase from
the Company a stated  number of shares of Common Stock at the price set forth in
an Agreement.

     1.19 Option Price means the price per share for Common  Stock  purchased on
the exercise of an Option as provided in Article VI.

     1.20 Participant means an officer,  director or key employee of the Company
or of a Subsidiary who satisfies the  requirements of Article IV and is selected
by the Committee to receive a Grant or an Award.

     1.21 Phantom Stock means a bookkeeping  entry on behalf of a Participant by
which his account is credited  (but not funded) as though  Common Stock had been
transferred to such account.

     1.22 Plan means the Open Plan Systems, Inc. 1996 Stock Incentive Plan.

     1.23 Restricted Stock means shares of Common Stock awarded to a Participant
under  Article IX.  Shares of Common  Stock shall cease to be  Restricted  Stock
when,  in accordance  with the terms of the  applicable  Agreement,  they become
transferable and free of substantial risks of forfeiture.

     1.24 Rule 16b-3 means Rule 16b-3,  as promulgated  by the Commission  under
Section 16(b) of the Exchange Act, as amended from time to time.

     1.25 SAR means a stock appreciation right granted pursuant to the Plan that
entitles  the holder to  receive,  with  respect  to each share of Common  Stock
encompassed  by the  exercise  of such SAR,  the lesser of (a) the excess of the
Fair Market Value at the time of exercise  over the Initial  Value of the SAR or
(b) the Initial Value of the SAR;  provided that any limited stock  appreciation
right granted by the Committee  and  exercisable  upon a Change of Control shall
entitle  the holder to  receive,  with  respect  to each  share of Common  Stock
encompassed  by the  exercise of such SAR,  the higher of (x) the highest  sales
price of a share of Common Stock on the Nasdaq National Market System during the
60-day  period  prior to and  including  the Change of  Control  Date or (y) the
highest price per share paid in a Change of Control transaction,  except that in
the case of SARs related to Incentive  Stock Options,  such price shall be based
only on the Fair Market  Value on the date that the  Incentive  Stock  Option is
exercised.

     1.26 Securities Broker means the registered securities broker acceptable to
the Company who agrees to effect the cashless  exercise of an Option pursuant to
Section 8.05 hereof.

     1.27  Subsidiary  means any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  beginning  with  the  Company  if each of the
corporations  in  the  chain  (other  than  the  last  corporation)  owns  stock
possessing at least 50 percent of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

                                   Article II

                                    PURPOSES

     The Plan is  intended  to assist the Company in  recruiting  and  retaining
officers,  directors and key employees  with ability and  initiative by enabling
such  persons who  contribute  significantly  to the Company or an  Affiliate to
participate in its future success and to associate their interests with those of
the  Company and its  shareholders.  The Plan is intended to permit the award of
Common Stock,  Restricted  Stock, and Phantom Stock, and the issuance of Options
qualifying  as  Incentive  Stock  Options or  Non-Qualified  Stock  Options,  as
designated by the Committee at the time of their grant, and SARs. No Option that
is intended  to be an  Incentive  Stock  Option,  however,  shall be invalid for
failure to qualify as an Incentive  Stock  Option under  Section 422 of the Code
but shall be treated as a Non-Qualified Stock Option.

                                   Article III

                                 ADMINISTRATION

     The Plan shall be administered by the Committee, which shall be composed of
two or more  directors.  The Committee  shall have authority to issue Grants and
Awards upon such terms (not inconsistent with the provisions of the Plan) as the
Committee  may  consider  appropriate.  The terms of such  Grants and Awards may
include  conditions  (in  addition  to those  contained  in the Plan) on (i) the
exercisability  of all or part of an Option or SAR and (ii) the  transferability
or  forfeitability  of  Restricted  Stock or Phantom  Stock.  In  addition,  the
Committee shall have complete authority to interpret all provisions of the Plan;
to prescribe  the form of  Agreements;  to adopt,  amend,  and rescind rules and
regulations  pertaining to the administration of the Plan; and to make all other
determinations  necessary or advisable  for the  administration  of the Plan. To
fulfill the purposes of the Plan without  amending the Plan,  the  Committee may
also  modify any Grants or Awards  issued to  Participants  who are  nonresident
aliens or employed  outside of the United  States to  recognize  differences  in
local law, tax policy or custom.

     The express grant in the Plan of any specific power to the Committee  shall
not be  construed  as limiting  any power or  authority  of the  Committee.  Any
decision  made,  or action taken,  by the  Committee or in  connection  with the
administration  of the Plan  shall be final  and  conclusive.  All  expenses  of
administering the Plan shall be borne by the Company.

                                   Article IV

                                   ELIGIBILITY

     4.01  General.  Any  officer,  director  or  employee  of the  Company or a
Subsidiary  (including  any  corporation  that  becomes a  Subsidiary  after the
adoption of the Plan) who, in the  judgment of the  Committee,  has  contributed
significantly  or can be expected to contribute  significantly to the profits or
growth of the Company or a  Subsidiary  may  receive  one or more Grants  and/or
Awards, or any combination or type thereof.  Employee and non-employee directors
of the Company are eligible to participate in the Plan.

     4.02 Grants and Awards.  The Committee will  designate  individuals to whom
Grants  and/or  Awards are to be issued and will specify the number of shares of
Common Stock subject to each such Grant or Award. An Option may be granted alone
or in addition to other Grants and/or Awards under the Plan. The Committee shall
have  the  authority  to  grant  any   Participant   Incentive   Stock  Options,
Non-Qualified  Stock  Options  or both  types of  Options  (in each case with or
without a related SAR); provided,  however,  that Incentive Stock Options may be
granted  only to employees  of the Company and its  Subsidiaries.  An SAR may be
granted with or without a related Option. All Grants and Awards issued under the
Plan shall be  evidenced  by  Agreements  that  shall be  subject to  applicable
provisions  of the  Plan  and to such  other  provisions  as the  Committee  may
determine.  No  Participant  may be granted  Options  that are  Incentive  Stock
Options,  or related SARs (under all Incentive Stock Option Plans of the Company
and its Affiliates),  that are first  exercisable in any calendar year for stock
having an aggregate Fair Market Value  (determined as of the date that an Option
is granted) exceeding $100,000.

     4.03  Designation of Option as an Incentive  Stock Option or  Non-Qualified
Stock Option. The Committee will designate at the time that an Option is granted
whether  the  Option  is to  be  treated  as  an  Incentive  Stock  Option  or a
Non-Qualified  Stock Option. In the absence,  however,  of any such designation,
such Option shall be treated as an Incentive Stock Option.

     4.04 Qualification of Incentive Stock Option under Section 422 of the Code.
Anything  in the  Plan to the  contrary  notwithstanding,  no  term of the  Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor
shall any  discretion or authority  granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the consent of the
optionee  affected,  to disqualify any Incentive Stock Option under such Section
422.

                                    Article V

                              STOCK SUBJECT TO PLAN

     5.01  Maximum  Number of Shares to be  Awarded.  Upon the  exercise  of any
Option (or tandem SAR),  the award of Common Stock or Restricted  Stock,  or the
payment of an award of Phantom Stock, the Company may deliver to the Participant
authorized but previously  unissued shares of Common Stock or previously  issued
shares of Common Stock reacquired by the Company.  The maximum  aggregate number
of shares of Common  Stock that may be issued  pursuant  to the Plan is 400,000.
The  maximum  aggregate  number of shares  of  Common  Stock  that may be issued
pursuant to the  exercise  of Options  (or tandem  SARs) and the award of Common
Stock or Restricted  Stock or the payment of an award of Phantom Stock under the
Plan is  subject  to  adjustment  as  provided  in  Article  XI. If an Option is
terminated,  in whole or in part,  for any reason other than its  exercise,  the
number of shares of Common Stock  allocated  to the Option or a portion  thereof
may be  reallocated  to other  Grants or Awards to be made  under the Plan.  Any
shares of Restricted Stock that are forfeited may be reallocated to other Grants
or Awards to be made under the Plan.

     5.02 Independent SARs. Upon the exercise of an SAR granted independently of
an Option, the Company may deliver to the Participant  authorized but previously
unissued  Common Stock,  cash,  or a combination  thereof as provided in Section
8.03. The maximum  aggregate number of shares of Common Stock that may be issued
pursuant  to SARs that are  granted  independently  of Options is subject to the
provisions of Section 5.01 hereof.

                                   Article VI

                                  OPTION PRICE

     The price per share for Common Stock purchased on the exercise of an Option
shall be fixed by the  Committee  on the date of its grant;  provided,  however,
that, in the case of an Option that is an Incentive Stock Option,  the price per
share shall not be less than the Fair Market Value on such date.

                                   Article VII

                               EXERCISE OF OPTIONS

     7.01 Maximum Option or SAR Period. The period in which an Option or SAR may
be  exercised  shall be  determined  by the  Committee on the date of its grant;
provided,  however,  that an Incentive  Stock Option or related SAR shall not be
exercisable  after the  expiration of ten years from the date that the Incentive
Stock Option is granted.

     7.02 Nontransferability.  Any Option or SAR granted under the Plan shall be
nontransferable  except by will or by the laws of descent and  distribution.  In
the  event  of any  such  transfer,  the  Option  and any  related  SAR  must be
transferred to the same person or persons,  trust or estate. During the lifetime
of the  Participant to whom an Incentive Stock Option or related SAR is granted,
such  Option  or SAR may be  exercised  only by the  Participant.  No  right  or
interest of a  Participant  in any Option or SAR shall be liable for, or subject
to, any lien, obligation or liability of such Participant.

     7.03 Employee  Status.  For purposes of determining  the  applicability  of
Section 422 of the Code (relating to Incentive Stock  Options),  or in the event
that  the  terms of any  Grant  provide  that it may be  exercised  only  during
employment or within a specified period of time after termination of employment,
the Committee may decide to what extent  leaves of absence for  governmental  or
military service,  illness,  temporary disability, or other reasons shall not be
deemed interruptions of continuous employment.

                                  Article VIII

                               METHOD OF EXERCISE

     8.01 Exercise. Subject to the provisions of Articles VII and XII, an Option
or SAR may be  exercised  in whole at any time or in part  from  time to time at
such times and in  compliance  with such  requirements  as the  Committee  shall
determine;  provided,  however,  that an SAR that is related to an Option may be
exercised only to the extent that the related Option is exercisable and when the
Fair Market Value exceeds the Option Price of the related  Option.  An Option or
SAR granted under the Plan may be exercised  with respect to any number of whole
shares less than the full number for which the Option or SAR could be exercised.
Such partial exercise of an Option or SAR shall not affect the right to exercise
the Option or SAR from time to time in accordance  with the Plan with respect to
remaining shares subject to the Option or related SAR. The exercise of an Option
shall result in the termination of the SAR to the extent of the number of shares
with respect to which the Option is exercised.

     8.02 Payment.  Unless otherwise  provided by the Agreement,  payment of the
Option Price shall be made in cash. If the Agreement provides, payment of all or
part of the Option Price (and any applicable  withholding  taxes) may be made by
the Participant's  surrendering  shares of Common Stock to the Company or by the
Company's withholding shares of Common Stock from the Participant upon exercise,
provided  that the shares  surrendered  or  withheld  have a Fair  Market  Value
(determined  as of the day preceding the date of exercise) that is not less than
such price or part thereof and any such  withholding  taxes.  In  addition,  the
Committee  may  establish  such  payment  or  other  terms  as it may deem to be
appropriate and consistent with these purposes.

     8.03  Determination of Payment of Cash and/or Common Stock upon Exercise of
SAR.  At the  Committee's  discretion,  the  amount  payable  as a result of the
exercise  of an SAR may be  settled  in cash,  Common  Stock,  or a  combination
thereof.  No fractional  shares shall be delivered  upon the exercise of an SAR,
and a cash payment will be made in lieu thereof.

     8.04  Shareholder  Rights.  No  participant  shall  have  any  rights  as a
shareholder  with respect to shares  subject to his Option or SAR until the date
that he exercises such Option or SAR.

     8.05 Cashless  Exercise.  To the extent permitted under the applicable laws
and  regulations,  at the request of the Participant and with the consent of the
Committee,  the Company  agrees to  cooperate  in a "cashless  exercise"  of the
Option. The cashless exercise shall be effected by the Participant delivering to
the  Securities  Broker  instructions  to  exercise  all or part of the  Option,
including  instructions to sell a sufficient number of shares of Common Stock to
cover the costs and expenses  associated  therewith.  The Committee may permit a
Participant to elect to pay any applicable  withholding taxes by requesting that
the Company  withhold the number of shares of Common Stock equivalent at current
market value to the withholding taxes due.

     8.06 Cashing Out of Option. The Committee may elect to cash out all or part
of the portion of any Option to be  exercised  by paying the optionee an amount,
in cash or Common Stock,  equal to, on the effective  date of such cash out, the
excess of the Fair Market  Value of the Common  Stock that is the subject of the
portion of the Option to be exercised  over the Option Price times the number of
shares of Common Stock subject to the portion of the Option to be exercised.

                                   Article IX

                        COMMON STOCK AND RESTRICTED STOCK

     9.01 Award.  In accordance with the provisions of Article IV, the Committee
may designate  persons to whom an award of Common Stock and/or  Restricted Stock
is to be made and will specify the number of shares of Common  Stock  covered by
such award or awards.

     9.02 Vesting.  In the case of Restricted  Stock,  on the date of the award,
the Committee  may prescribe  that the  Participant's  rights in the  Restricted
Stock shall be  forfeitable  or  otherwise  restricted  for a period of time set
forth in the Agreement and/or until certain financial performance objectives are
satisfied as determined by the Committee in its sole discretion.  Subject to the
provisions  of Article XII hereof,  the  Committee  may award  Common Stock to a
Participant  that  is  not  forfeitable  and is  free  of  any  restrictions  on
transferability.

     9.03 Shareholder  Rights.  Prior to forfeiture in accordance with the terms
of the Agreement and while the shares are Restricted  Stock, a Participant  will
have all rights of a shareholder with respect to Restricted Stock, including the
rights  to  receive  dividends,  warrants  and  rights  and to vote the  shares;
provided,  however,  that (i) a  Participant  may not  sell,  transfer,  pledge,
exchange,  hypothecate,  or  otherwise  dispose of  Restricted  Stock,  (ii) the
Company shall retain custody of the certificates evidencing shares of Restricted
Stock,  and (iii) the  Participant  will  deliver to the Company a stock  power,
endorsed in blank, with respect to each award of Restricted Stock.

                                    Article X

                                  PHANTOM STOCK

     10.01 Award. Pursuant to the Plan or any Agreement establishing  additional
terms and  conditions,  the Committee may designate  employees to whom awards of
Phantom  Stock may be made and will specify the number of shares of Common Stock
covered by such award.

     10.02 Vesting.  The Committee may prescribe such terms and conditions under
which a  Participant's  right to receive  payment for Phantom Stock shall become
vested.

     10.03  Shareholder  Rights.  A Participant  for whom Phantom Stock has been
credited  generally shall have none of the rights of a shareholder  with respect
to such Phantom Stock. However, a plan or agreement for the use of Phantom Stock
may provide for the crediting of a Participant's Phantom Stock account with cash
or stock  dividends  declared with respect to Common Stock  represented  by such
Phantom Stock.

     10.04  Payment.  At the  Committee's  discretion,  the amount  payable to a
Participant  for Phantom  Stock  credited to his account  shall be made in cash,
Common Stock or a combination thereof.

     10.05 Nontransferability. Any Phantom Stock awarded under the Plan shall be
nontransferable except by will or by the laws of descent and distribution.

                                   Article XI

                     ADJUSTMENT UPON CHANGE IN COMMON STOCK

     Should the Company effect one or more (x) stock dividends, stock split-ups,
subdivisions   or   consolidations   of  shares  or  other  similar  changes  in
capitalization;  (y) spin-offs, spin-outs, split-ups,  split-offs, or other such
distribution of assets to  shareholders;  or (z) direct or indirect  assumptions
and/or conversions of outstanding  Options due to an acquisition of the Company,
then the  maximum  number of shares as to which  Grants and Awards may be issued
under the Plan  shall be  proportionately  adjusted,  and their  terms  shall be
adjusted  as  the  Committee  shall  determine  to be  equitably  required.  Any
determination  made under this  Article XI by the  Committee  shall be final and
conclusive.

     The issuance by the Company of shares of stock of any class,  or securities
convertible into shares of stock of any class, for cash or property or for labor
or services,  either upon direct sale or upon the exercise of rights or warrants
to  subscribe  therefor,  or upon  conversion  of shares or  obligations  of the
Company convertible into such shares or other securities,  shall not affect, and
no  adjustment  by reason  thereof  shall be made with  respect to, any Grant or
Award.

                                   Article XII

              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

     No Grant  shall be  exercisable,  no  Common  Stock  shall  be  issued,  no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under the Plan  except in  compliance  with all  applicable  Federal and
state laws and  regulations  (including,  without  limitation,  withholding  tax
requirements)  and the  rules of all  domestic  stock  exchanges  on  which  the
Company's shares may be listed or the Nasdaq Stock Market.  The Company may rely
on an opinion of its counsel as to such compliance. Any share certificate issued
to evidence  Common  Stock for which a Grant is  exercised or an Award is issued
may bear such legends and  statements  as the  Committee  may deem  advisable to
assure compliance with Federal and state laws and regulations. No Grant shall be
exercisable,  no Common Stock shall be issued,  no certificates for shares shall
be delivered,  and no payment shall be made under the Plan until the Company has
obtained  such  consent or approval as the  Committee  may deem  advisable  from
regulatory bodies having jurisdiction over such matters.

                                  Article XIII

                               GENERAL PROVISIONS

     13.01  Effect on  Employment.  Neither  the  adoption  of the Plan,  or its
operation,  nor any  documents  describing or referring to the Plan (or any part
thereof)  shall  confer upon any employee any right to continue in the employ of
the  Company  or a  Subsidiary  or in any way  affect any right and power of the
Company or a Subsidiary to terminate the  employment of any employee at any time
with or without assigning a reason therefor.

     13.02 Unfunded Plan. The Plan, insofar as it provides for a Grant or for an
award of Phantom Stock, is not required to be funded,  and the Company shall not
be required to  segregate  any assets that may be  represented  at any time by a
Grant or by an award of Phantom Stock under the Plan.

     13.03 Change of Control. Notwithstanding any other provision of the Plan to
the contrary, in the event of a Change of Control:

     (a) Any  outstanding  Option,  SAR  (including  any limited SAR) or Phantom
Stock  that is not  presently  exercisable  and vested as of a Change of Control
Date  shall  become  fully  exercisable  and  vested  to the full  extent of the
original Grant upon such Change of Control Date.

     (b) The restrictions  applicable to any outstanding  Restricted Stock shall
lapse,  and such  Restricted  Stock shall  become free of all  restrictions  and
become fully vested,  nonforfeitable  and transferable to the full extent of the
original  Grant.  The  Committee  may  also  provide  in  an  Agreement  that  a
Participant  may elect,  by written notice to the Company within 60 days after a
Change of Control Date, to receive,  in exchange for shares that were Restricted
Stock immediately before the Change of Control Date, a cash payment equal to the
Fair Market Value of the shares  surrendered  on the last  business day that the
Common Stock is traded on the Nasdaq  National Market System prior to receipt by
the Company of such written notice.

     13.04  Rules  of  Construction.  Headings  are  given to the  articles  and
sections  of the Plan for  ease of  reference.  The  reference  to any  statute,
regulation,  or  other  provision  of law  shall  be  construed  to refer to any
amendment to or successor of such provision of law.

     13.05  Amendment.  The Board may amend or  terminate  the Plan from time to
time;  provided,   however,   that  no  amendment  may  become  effective  until
shareholder  approval is obtained if the amendment (i) materially  increases the
aggregate  number of shares  that may be issued  pursuant  to Options and Common
Stock and Restricted  Stock awards,  (ii)  materially  increases the benefits to
Participants  under the Plan, or (iii) materially changes the requirements as to
eligibility for participation in the Plan. Except for an amendment made to cause
the Plan or a Grant  or  Award to  qualify  for the  Rule  16b-3  exemption,  no
amendment, without a Participant's consent, shall adversely affect any rights of
such  Participant  under  any Grant or Award  outstanding  at the time that such
amendment is made.

     13.06  Duration  of Plan.  No Grant or Award may be  issued  under the Plan
before March 27, 1996,  or after March 26, 2006.  Grants and Awards issued on or
after March 27, 1996,  but on or before  March 26,  2006,  shall remain valid in
accordance with their terms.

     13.07  Effective  Date.  The Plan has been  approved  by the  Board and the
shareholders  of the  Company  and  shall be  effective  as of March  27,  1996.
Amendments  to the Plan  effective  as of November 1, 1996 and May 12, 2000 were
approved by the Board.