AMENDMENT

                                       TO

                             OPEN PLAN SYSTEMS, INC.

                  EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT


     THIS AMENDMENT (this  "Amendment")  dated as of the 21st day of July, 2000,
between Open Plan Systems,  Inc., a Virginia  corporation (the  "Company"),  and
______________  ("Optionee"),  amends  those  certain  Open Plan  Systems,  Inc.
Employee  Non-Qualified Stock Option Agreements between the Company and Optionee
set forth on Schedule A hereto (the "Option Agreements").

                                    RECITALS:

     1. The Option  Agreements  were made pursuant and subject to the provisions
of the Company's 1996 Stock Incentive Plan, as amended (the "Plan").

     2. The Company entered into a certain Voting and Standstill  Agreement (the
"Standstill  Agreement")  dated as of June 17, 1998 between the  Company,  Great
Lakes Capital,  LLC ("LLC"),  and Great Lakes Capital,  Inc. ("GLC"; LLC and GLC
and their  affiliates  are  collectively  referred to herein as "Great  Lakes"),
whereby,  among other things,  the parties agreed to certain  limitations on the
beneficial  ownership  of the Common  Stock of the Company  ("Common  Stock") by
Great Lakes,  which  limitations  generally  prohibit Great Lakes from acquiring
more than 21% of the  "Adjusted  Outstanding  Shares" of the Common Stock of the
Company, as such term is defined in the Standstill Agreement.

     3.  Section  1.05 of the Plan  provides  that a "Change of Control"  may be
triggered upon a purchaser,  such as Great Lakes,  becoming the beneficial owner
of shares of the  Company  having 20% or more of the total  number of votes that
may be cast for the election of  directors  of the Company.  Pursuant to Section
13.03 of the Plan,  upon the occurrence of a Change of Control,  any outstanding
Option 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.

     4. As of the date hereof,  Great Lakes,  in the aggregate,  holds 19.49% of
the  Adjusted  Outstanding  Shares.  Great Lakes  desires to acquire  additional
shares of Common Stock on the open market ("Open Market Purchases") in excess of
that currently permitted under the Standstill Agreement,  and to facilitate such
purchases,  the Company and Great Lakes have  entered  into an  amendment to the
Standstill  Agreement dated July 21, 2000 (the "Standstill  Amendment") in order
to permit Great Lakes to increase its  investments in the Company up to 25.0% of
Adjusted Outstanding Shares.


     5. The Company and Optionee desire to enter into this Amendment in order to
agree  and  confirm  that,  for  the  purposes  of  the  Option  Agreements  and
notwithstanding  Section 1.05 of the Plan,  a Change of Control  shall be deemed
not to have occurred as a result of the Open Market  Purchases by Great Lakes so
long as Great  Lakes,  in the  aggregate,  holds no more than 25.0% of  Adjusted
Outstanding  Shares as permitted  under the Standstill  Agreement (as amended by
the Standstill Amendment).

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the Company
and Optionee hereby agree as follows:

     Section 1. Definitions. Terms used herein and not defined which are defined
in the Plan shall have for the purposes hereof the respective meanings set forth
therein.

     Section  2.  Exception  to Change  of  Control  for  Certain  Great  Lakes'
Purchases.  Optionee hereby agrees that purchases of additional shares of Common
Stock by Great Lakes  shall be deemed not to be a Change of Control  pursuant to
Section 1.05 of the Plan so long as such  purchases by Great Lakes are permitted
under the  Standstill  Agreement (as amended by the Standstill  Amendment),  and
Optionee hereby waives any rights or benefits which would otherwise  result from
any such Change of Control. In furtherance  hereof,  Section 12 of the Agreement
is hereby amended by deleting it in its entirety and  substituting the following
therefor:

     12.  Conflicts.  In the event of any conflict between the provisions of the
Plan and the  provisions  of this  Agreement,  the  provisions of the Plan shall
govern  (except  that the  provisions  of that  certain  Amendment  to Open Plan
Systems, Inc. Employee Non-Qualified Stock Option Agreement dated July 21, 2000,
shall take precedence over Section 1.05 of the Plan).  All references  herein to
the Plan shall mean the Plan as it may be amended from time to time.

     Section 3. Integration;  Confirmation.  On and after the date hereof,  each
reference in the Option Agreements to "this Agreement,"  "herein,"  "hereunder,"
or words of  similar  import,  shall be deemed to be a  reference  to the Option
Agreement as amended by this  Amendment.  Except as  expressly  modified by this
Amendment,  all other  terms  and  provisions  of the  Option  Agreements  shall
continue in full force and effect and unchanged and are hereby  confirmed in all
respects.  No  novation  is  intended.  If there is any  conflict  between  this
Amendment and the Option Agreements, this Amendment shall control.

     Section 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the domestic substantive law of the Commonwealth of Virginia,
without  giving  effect to any choice or conflict of law  provision or rule that
would cause the application of the law of any other jurisdiction.

     Section 5. Name,  Captions.  The name  assigned to this  Amendment  and the
section captions used herein are for convenience of reference only and shall not
affect the interpretation or construction hereof.

     Section 6.  Counterparts.  This  Amendment 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.

     IN WITNESS  WHEREOF,  the parties  hereto,  intending  to be legally  bound
hereby,  have caused this  Amendment to be executed,  as of the date first above
written.

                                                        OPEN PLAN SYSTEMS, INC.


                           By:
                                              John L. Hobey
                                                 President


                                                        OPTIONEE:




                                                  (printed name)


<PAGE>

                                   SCHEDULE A

                                OPTION AGREEMENTS


    Date of Option Agreement                            Number of Option Shares