OPEN PLAN SYSTEMS, INC.

                             2000 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (as amended May 12, 2000)

                                    Article I

                                   DEFINITIONS

     1.01  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 issued to such Participant.

     1.02 Board means the Board of Directors of the Company.

     1.03  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 Effective Date
set forth in Section  10.12  hereof,  constitute  the Board (the Board as of the
Effective Date 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 Effective Date 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.

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

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

     1.06 Committee means the Compensation Committee of the Board.

     1.07 Common Stock means the Common Stock of the Company.

     1.08 Company means Open Plan Systems, Inc.

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

     1.10 Fair  Market  Value  means,  on any given date,  the mean  between the
highest and lowest reported sales prices of a share of Common Stock, as reported
on the  Nasdaq  National  Market on such  date.  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.

     1.11 Grant means the grant of an Option.

     1.12  Non-Employee  Director  means a  member  of the  Board  who is not an
employee of the Company or any Subsidiary.

     1.13 Option means a stock option that  entitles the holder to purchase from
the  Company  under the terms of this Plan the number of shares of Common  Stock
set forth in Article IV at the Option Price.

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

     1.15 Participant means a Non-Employee Director who is eligible to receive a
Grant under this Plan.

     1.16 Plan means the 2000 Stock Option Plan for Non-Employee  Directors,  as
amended from time to time.

     1.17  Prior  Plan  means  the  1996  Stock  Option  Plan  for  Non-Employee
Directors, as amended from time to time.

     1.18 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,  and any
successor thereto.

     1.19 Securities Broker means the registered securities broker acceptable to
the Company who agrees to effect the cashless  exercise of an Option pursuant to
Section 7.03 hereof.

     1.20  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

                                     PURPOSE

     The  Plan is  intended  to  associate  the  interests  of the  Non-Employee
Directors  with those of the  Company  and its  shareholders  through  increased
equity ownership,  to assist the Company in recruiting and retaining individuals
of ability and  experience  who are not  employed by the Company to serve on the
Board and its  committees  and to  provide  incentive  to those  individuals  by
enabling them to participate in the future success of the Company.

                                   Article III

                                 ADMINISTRATION

     The Plan shall be administered  by the Committee.  The Committee shall have
all the powers vested in it by the terms of the Plan, such powers to include the
authority (within the limitations described herein) to prescribe the form of the
Agreements  evidencing  Grants  under  the  terms of the  Plan.  Subject  to the
provisions of the Plan, the Committee shall have the power to construe the Plan,
to determine all questions arising  thereunder and to adopt and amend such rules
and  regulations  for the  administration  of the Plan as it may deem desirable,
consistent with the provisions of the Plan. Any decision of the Committee in the
administration of the Plan, as described herein,  shall be final and conclusive.
The Committee  may act only by a majority of its members in office,  except that
the  members  thereof  may  authorize  any one or more of  their  number  or the
Secretary or any other  officer of the Company to execute and deliver  documents
on behalf of the  Committee.  No member  of the  Committee  shall be liable  for
anything done or omitted to be done by such member or by any other member of the
Committee in connection with the Plan, except in circumstances  involving actual
bad faith.  All costs and expenses of  administering  the Plan shall be borne by
the Company.

                                   Article IV

                                GRANTS OF OPTIONS

     Each  Non-Employee  Director  who serves on the Board on that date which is
the first business day following each Annual Meeting of Shareholders  during the
term of this Plan shall be granted an Option as of such date.  Each Option shall
be for the  purchase by the  Participant  of 1,000  shares of Common  Stock at a
price per share equal to the Fair Market Value of a share of the Common Stock on
the date of Grant.  Each Option shall be evidenced by an Agreement issued by the
Committee in the form  prescribed by the Committee and consistent with the terms
of the Plan. All Options granted under the Plan shall be non-statutory in nature
and shall not be entitled to special tax treatment  under Internal  Revenue Code
Section 422.

                                    Article V

                                 AMOUNT OF STOCK

     The total  number of shares of Common  Stock  reserved  and  available  for
issuance upon exercise of Options granted under the Plan shall be 25,000 shares,
subject to adjustment as provided in Article VIII below.  The Common Stock to be
issued may be either  authorized and unissued shares,  issued shares acquired by
the Company or its Subsidiaries,  or any combination  thereof. In the event that
an Option under this Plan or the Prior Plan is forfeited, cancelled or otherwise
terminated,  in whole or in part,  for any reason other than its  exercise,  the
number of shares of Common Stock  allocated to such Option may be reallocated to
other  Options  to be granted  under this Plan.  In the event that the number of
shares  of  Common  Stock   available  for  future  Grants  under  the  Plan  is
insufficient to make all automatic Grants required to be made on such date, then
all  Non-Employee  Directors  shall  share  ratably  in the  number  of  Options
available for Grants under the Plan.

                                   Article VI

                               EXERCISE OF OPTIONS

     6.01  Exercisability.  Each Option shall be first  exercisable  on the date
which is six months from the date of the grant of the Option and shall  continue
to be exercisable for a term of ten years thereafter;  provided,  however, that:
(i) subject to the  six-month  exercisability  requirement  set forth above,  an
Option  shall be  exercisable,  in the event of a  Participant's  death prior to
exercising  the  Option,  by his  estate,  or the  person or persons to whom his
rights  under  the  Option  shall  pass by will or by the  laws of  descent  and
distribution  but  only  for a  period  of  two  years  from  the  date  of  the
Participant's  death  or  during  the  remainder  of the  period  preceding  the
expiration  of the Option,  whichever is shorter;  (ii) subject to the six-month
exercisability  requirement set forth above, an Option shall be exercisable if a
Participant  becomes  permanently  and totally  disabled  (within the meaning of
Section  105(d)(4) of the Code) while  serving on the Board prior to  exercising
the Option,  but only for a period of two years from the date on which he ceases
serving  on the Board due to such  disability  or during  the  remainder  of the
period preceding the expiration of the Option,  whichever is shorter;  and (iii)
subject to the  six-month  exercisability  requirement  set forth above,  in the
event that a Participant resigns from or is not re-elected or does not stand for
re-election to the Board or in any other circumstance  approved by the Committee
in its sole discretion, an Option shall be exercisable, but only for a period of
two years following the date of such  resignation or cessation of service on the
Board, or in the period prescribed by the Committee in an approved circumstance,
or during the remainder of the period  preceding  the  expiration of the Option,
whichever is shorter.

     6.02   Transferability.   Any  Option  granted   hereunder   shall  not  be
transferable  otherwise than by will or by the laws of descent and distribution,
unless the Participant's  Agreement expressly  authorizes the transfer of all or
any  portion  of the Option by the  Participant  and the  exercise  thereof by a
person other than the Participant;  provided,  however, that (i) there may be no
consideration  paid by the transferee for any such transfer and (ii)  subsequent
transfers of transferred  Options shall be prohibited except by will or the laws
of descent and  distribution.  Any Option  transferred  pursuant to this Section
6.02 shall  continue  to be subject to the same terms and  conditions  following
such  transfer  as  were  applicable  immediately  prior  to  such  transfer.  A
transferred Option shall be exercisable by the transferee only to the extent and
for the period specified in this Article VI.

                                   Article VII

                               MANNER OF EXERCISE

     7.01  Exercise.  Subject to the  provisions of Article VI, an Option may be
exercised in whole at any time or in part from time to time.  An Option  granted
under the Plan may be exercised  with respect to any number of whole shares less
than the full  number  for which the Option  could be  exercised.  Such  partial
exercise  of an Option  shall not affect the right to  exercise  the Option from
time to time in  accordance  with this Plan with  respect  to  remaining  shares
subject to the Option.

     7.02  Payment.  Payment  of the  Option  Price  may be  made  in cash or by
surrendering  previously  owned shares of Common Stock to the Company,  provided
that the shares  surrendered have a Fair Market Value  (determined as of the day
preceding  the date of exercise of the Option) that is not less than such Option
Price or part thereof.

     7.03 Cashless  Exercise.  To the extent permitted under applicable laws and
regulations, at the request of the Participant,  the Company will cooperate in a
"cashless exercise" of an 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.

     7.04 Withholding. At the time of the exercise of an Option, the Participant
shall pay to the Company in cash the full amount of all federal and state income
and employment  taxes required to be withheld by the Company with respect to the
taxable income of the Participant resulting from such exercise. If the Agreement
so  provides,  payment  of  all or a part  of  such  taxes  may be  made  by the
Participant  surrendering  shares of Common Stock to the  Company,  provided the
shares  surrendered have a Fair Market Value (determined as of the day preceding
the date of  exercise  of the  Option)  that is not less than the amount of such
taxes or part  thereof,  or by the  sale of  shares  of  Common  Stock  upon the
cashless exercise of an Option pursuant to Section 7.03.

     7.05  Shareholder  Rights.  No  Participant  shall  have  any  rights  as a
shareholder  with  respect to shares  subject  to an Option  until the date such
Option is exercised.

                                  Article VIII

                     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 may be issued  under this
Plan and the number and price of shares of Common Stock  subject to Grants shall
be proportionately  adjusted, and the terms of Options shall be adjusted, as the
Committee  shall   determine  to  be  equitably   required  to  retain  for  the
Participants  the  equivalent   economic   benefit  of  their   Option(s).   Any
determination  made under this Article VIII by the Committee  shall be final and
conclusive.

     The  issuance  by the  Company  of  shares of  Common  Stock or  securities
convertible  into shares of Common  Stock,  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.

                                   Article IX

              COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

     No  Option  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 this Plan except in  compliance  with all  applicable  federal and
state laws and  regulations  (including,  without  limitation,  withholding  tax
requirements)  and the rules of the Nasdaq  Stock  Market or any other  domestic
stock exchanges or market on which the Common Stock may be listed or traded. The
Company may rely on an opinion of its counsel as to such  compliance.  Any share
certificate issued to evidence Common Stock for which an Option is exercised 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 this 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 X

                               GENERAL PROVISIONS

     10.01  Rules  of  Construction.  Headings  are  given to the  articles  and
sections  of this 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.

     10.02  Change  of  Control.  In the event of a Change  of  Control,  unless
otherwise  provided by the Committee in an  Agreement,  any  outstanding  Option
which is not  presently  exercisable  and  vested  as of the date any  Change of
Control occurs shall become fully  exercisable  and vested to the full extent of
the original Grant upon such Change of Control date.

     10.03  Amendment.  The Board may amend or terminate  this Plan from time to
time;  provided,   however,   that  no  amendment  may  become  effective  until
shareholder  approval is obtained if the amendment  would increase the number of
shares that may be issued hereunder  pursuant to Options,  increase the benefits
to Participants under the Plan, or change the requirements as to eligibility for
participation in the Plan. Without a Participant's  consent,  no amendment shall
adversely affect any rights of such Participant  under any Grant  outstanding at
the time that such amendment is made,  except for an amendment made to cause the
Plan or a Grant to qualify for the Rule 16b-3  exemption.  No amendment shall be
made if it would disqualify the Plan from the exemption provided by Rule 16b-3.

     10.04 No Right.  Neither the Plan nor any action taken  hereunder  shall be
construed  as giving any  Non-Employee  Director any right to be retained in the
service of the Company.

     10.05 Unfunded  Plan. The Plan shall be unfunded.  The Company shall not be
required  to  establish  any  special  or  separate  fund or to make  any  other
segregation  of assets to assure the  issuance  of shares  upon  exercise of any
Option under the Plan,  and issuance of shares upon exercise of Options shall be
subordinated to the claims of the Company's general creditors.

     10.06 Acceptance.  By accepting any Option or other benefit under the Plan,
each  Participant and each person claiming under or through such person shall be
conclusively  deemed to have indicated his acceptance and  ratification  of, and
consent to, any action taken under the Plan by the Company or the Board.

     10.07 Rule 16b-3  Compliance.  It is the  intention of the Company that the
Plan  comply  in  all  respects  with  Rule  16b-3,   that  any  ambiguities  or
inconsistencies  in  construction  of the Plan be  interpreted to give effect to
such  intention  and that,  if any  provision  of the Plan is found not to be in
compliance with Rule 16b-3,  such provision shall be deemed null and void to the
extent required to permit the Plan to comply with Rule 16b-3.  The Committee may
adopt  rules  and  regulations  under,  and the  Board  may  amend,  the Plan in
furtherance of the intent of the foregoing.

     10.08 Governing Law. The validity,  construction and effect of the Plan and
any actions taken or related to the Plan shall be determined in accordance  with
the laws of the Commonwealth of Virginia and applicable federal law.

     10.09  Successors  and Assigns.  All  obligations  of the Company under the
Plan, with respect to Grants made  hereunder,  shall be binding on any successor
to the  Company,  whether the  existence  of such  successor  is the result of a
merger,  consolidation,  direct or indirect purchase of all or substantially all
of the business  and/or  assets of the Company or  otherwise.  The Plan shall be
binding on all successors and permitted assigns of a Participant, including, but
not limited to, the estate of such  Participant and the executor,  administrator
or trustee of such  estate,  and the  guardians or legal  representative  of the
Participant.

     10.10  Effect  on  Prior  Plan and  Other  Compensation  Arrangements.  The
adoption of this Plan shall have no effect on Grants made  pursuant to the Prior
Plan and the Company's other  compensation  arrangements.  Nothing  contained in
this  Plan  shall  prevent  the  Company  from  adopting   other  or  additional
compensation plans or arrangements for its Non-Employee Directors.

     10.11  Term of Plan.  No Grant  may be made  under  this  Plan  before  the
Effective  Date of the Plan or after the first  business day  following the 2005
Annual Meeting of Shareholders  (the  "Termination  Date").  Grants issued on or
before the Termination Date shall remain valid in accordance with their terms.

     10.12 Effective Date. The Plan shall become  effective on May 12, 2000 upon
approval of the holders of a majority of the shares of the Company's outstanding
voting stock present in person, or represented by proxy, and entitled to vote at
a duly held meeting of the shareholders.  Amendments to the Plan effective as of
May 12, 2000 were approved by the Board.