OPEN PLAN SYSTEMS INC
EXHIBIT 10.19
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>7
<FILENAME>dex1019.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>
<PAGE>


                                                                   Exhibit 10.19

                     CHANGE OF CONTROL EMPLOYMENT AGREEMENT
                     --------------------------------------

         THIS AGREEMENT is made by and between Open Plan Systems, Inc., a
Virginia corporation (the "Company"), and Thomas M. Mishoe, Jr. (the
"Executive"), dated as of the 5th day of November, 2001.

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its shareholders to assure that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined below)
of the Company. The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control. Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1.       Certain Definitions.
                  -------------------

                  (a)  The "Effective Date" shall mean the first date during the
Change of Control Period (as defined in Section 1(b)) on which a Change of
Control (as defined in Section 2) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs and if the Executive's
employment with the Company is terminated prior to the date on which the Change
of Control occurs, and if it is reasonably demonstrated by the Executive that
such termination of employment (i) was at the request of a third party who has
taken steps reasonably calculated to effect a Change of Control or (ii)
otherwise arose in connection with or anticipation of a Change of Control, then
for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment.

                  (b)  The "Change of Control Period" shall mean the period
commencing on the date hereof and ending on the second anniversary of the date
hereof; provided, however, that commencing on the date one year after the date
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate two years from such Renewal Date,
unless at least 60 days prior to the Renewal Date the Company shall give notice
to the Executive that the Change of Control Period shall not be so extended.

                  (c)  "Subsidiary" shall mean any corporation that is directly,
or indirectly though one or more intermediaries, controlled by the Company.

<PAGE>

         2.       Change of Control. For the purpose of this Agreement, a
                  -----------------
"Change of Control" shall mean:

                  (a)  The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company, (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (c) of this Section 2, or (v) any
acquisition by Great Lakes Capital, LLC and its affiliates to the extent
permitted by that certain Voting and Standstill Agreement dated June 17, 1998,
as amended July 21, 2000, between the Company, Great Lakes Capital, LLC and
Great Lakes Capital, Inc.; or

                  (b)  Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director 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 the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

                  (c)  Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns,

                                     Page 2

<PAGE>

directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

                  (d)  Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.

         3.       Employment Period. If the Executive is employed by the Company
                  -----------------
and/or a Subsidiary on the Effective Date, the Company hereby agrees to continue
to employ and to cause such Subsidiary to continue to employ the Executive, and
the Executive hereby agrees to remain in the employ of the Company and/or such
Subsidiary, subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the second anniversary of
such date (the "Employment Period"). For purposes of this Agreement, unless
expressly limited to Open Plan Systems, Inc., "Company" hereinafter shall mean
each of Open Plan Systems, Inc. and/or any of its Subsidiaries or affiliated
companies that employ the Executive. As used in this Agreement, the term
"affiliated companies" shall include any company controlled by, controlling or
under common control with the Company.

         4.       Terms of Employment.
                  -------------------

                  (a)      Position and Duties.
                           -------------------

                           (i)    During the Employment Period, (A) the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at any time during the 120-day period immediately
preceding the Effective Date and (B) the Executive's services shall be performed
at the location where the Executive was employed immediately preceding the
Effective Date or any office or location less than 35 miles from such location.

                           (ii)   During the Employment Period, and excluding
any periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote his attention and time during normal business hours
to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period, it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees and (B) deliver lectures or fulfill speaking engagements,
so long as such activities do not interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities

                                     Page 3

<PAGE>

(or the conduct of activities similar in nature and scope thereto) subsequent to
the Effective Date shall not thereafter be deemed to interfere with the
performance of the Executive's responsibilities to the Company.

                  (b)      Compensation.
                           ------------

                           (i)    Base Salary. During the Employment Period, the
                                  -----------
Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid at a monthly rate, at least equal to 12 times the highest monthly
base salary paid or payable, including any base salary which has been earned but
deferred, to the Executive by the Company in respect of the 12-month period
immediately preceding the month in which the Effective Date occurs. During the
Employment Period, the Annual Base Salary shall be reviewed no more than 12
months after the last salary increase awarded to the Executive prior to the
Effective Date and thereafter at least annually. Any increase in Annual Base
Salary shall be in the sole discretion of the Company and shall not serve to
limit or reduce any other obligation to the Executive under this Agreement.
Annual Base Salary shall not be reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased.

                           (ii)   Annual Bonus. In addition to Annual Base
                                  ------------
Salary, the Executive shall be awarded, for each fiscal year ending during the
Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal
to the Executive's highest bonus under annual incentive plans of the Company or
any comparable bonus under any predecessor or successor plan, for the last three
full fiscal years prior to the Effective Date (annualized in the event that the
Executive was not employed by the Company for the whole of such fiscal year)
(the "Recent Annual Bonus"). Each such Annual Bonus shall be paid no later than
the end of the third month of the fiscal year next following the fiscal year for
which the Annual Bonus is awarded, unless the Executive shall elect to defer the
receipt of such Annual Bonus under any Company executive deferral plan then in
effect.

                           (iii)  Incentive, Savings and Retirement Plans.
                                  ---------------------------------------
During the Employment Period, the Executive shall be entitled to participate in
all incentive, savings and retirement plans, practices, policies and programs
applicable generally to other peer executives of the Company, but in no event
shall such plans, practices, policies and programs provide the Executive with
incentive opportunities (measured with respect to both regular and special
incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit opportunities, in each
case, less favorable, in the aggregate, than the most favorable of those
provided by the Company and its affiliated companies for the Executive under
such plans, practices, policies and programs as in effect at any time during the
120-day period immediately preceding the Effective Date or if more favorable to
the Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company.

                           (iv)   Welfare Benefit Plans. During the Employment
                                  ---------------------
Period, the Executive and/or the Executive's family, as the case may be, shall
be eligible for participation in

                                     Page 4

<PAGE>

and shall receive all benefits under welfare benefit plans, practices, policies
and programs provided by the Company (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) to the extent applicable
generally to other peer executives of the Company, but in no event shall such
plans, practices, policies and programs provide the Executive with benefits
which are less favorable, in the aggregate, than the most favorable of such
plans, practices, policies and programs in effect for the Executive at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company.

                           (v)    Expenses. During the Employment Period, the
                                  --------
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of the Company in effect for the Executive at
any time during the 120-day period immediately preceding the Effective Date or,
if more favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company.

                           (vi)   Fringe Benefits. During the Employment Period,
                                  ---------------
the Executive shall be entitled to fringe benefits, including an automobile
allowance or use of an automobile and payment of related expenses, in accordance
with the most favorable plans, practices, programs and policies of the Company
and its affiliated companies in effect for the Executive at any time during the
120-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company.

                           (vii)  Office and Support Staff. During the
                                  ------------------------
Employment Period, the Executive shall be entitled to an office or offices of a
size and with furnishings and other appointments, and to personal secretarial
and other assistance, at least equal to the most favorable of the foregoing
provided to the Executive by the Company and its affiliated companies at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as provided generally at any time thereafter
with respect to other peer executives of the Company.

                           (viii) Vacation. During the Employment Period, the
                                  --------
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the
120-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company.

         5.       Termination of Employment.
                  -------------------------

                  (a)      Death or Disability. The Executive's employment shall
                           -------------------
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the
                                     Page 5

<PAGE>

Employment Period (pursuant to the definition of Disability set forth below), it
may give to the Executive written notice in accordance with Section 11(b) of
this Agreement of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "Disability" shall mean that the
Executive is unable, by reason of physical or mental incapacity, to perform his
duties to the Company on a full-time basis for a period longer than 3
consecutive months or more than 6 months in any consecutive 12-month period. The
existence of a Disability shall be determined by the Board of Directors of the
Company, based upon due consideration of the opinion of the Executive's personal
physician or physicians and of the opinion of any physician or physicians
selected by the Board of Directors for these purposes. If the Executive's
personal physician disagrees with the physician retained by the Company, the
Board of Directors will retain an impartial physician selected by the
Executive's personal physician and the Company's physician and the opinion of
the impartial physician shall be binding upon the Company and the Executive. The
Executive shall submit to examination by any physician or physicians so selected
by the Board of Directors, and shall otherwise cooperate with the Board of
Directors in making the determination contemplated hereunder, such cooperation
to include, without limitation, consenting to the release of information by any
such physician(s) to the Board of Directors.

                  (b)  Cause. The Company may terminate the Executive's
                       -----
employment during the Employment Period for Cause. For purposes of this
Agreement, "Cause" shall mean:

                       (i)   the willful and continued failure of the Executive
to perform substantially the Executive's duties with the Company (other than any
such failure resulting from incapacity due to physical or mental illness), after
a written demand for substantial performance is delivered to the Executive by
the Board which specifically identifies the manner in which the Board believes
that the Executive has not substantially performed the Executive's duties, or

                       (ii)  the willful engaging by the Executive in
dishonesty, gross misconduct which is injurious to the Company or illegal
conduct, or

                       (iii) the willful unauthorized disclosure of confidential
information of the Company.

For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or a committee thereof or upon the instructions of the
Chairman of the Board or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company.

                                     Page 6

<PAGE>

                  (c)  Good Reason. The Executive's employment may be terminated
                       -----------
during the Employment Period by the Executive for Good Reason. For purposes of
this Agreement, "Good Reason" shall mean:

                       (i)   the assignment to the Executive of any duties
inconsistent in any material respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 4(a) of this Agreement, or any other
action by the Company which results in a diminution in such position, authority,
duties or responsibilities, excluding for this purpose any isolated,
insubstantial or inadvertent action not taken in bad faith and which is remedied
by the Company promptly after receipt of notice thereof given by the Executive;

                       (ii)  any failure by the Company to comply with any of
the provisions of Section 4(b) of this Agreement, other than any isolated,
insubstantial or inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;

                       (iii) the Company's requiring the Executive to be based
at any office or location other than as provided in Section 4(a)(i)(B) hereof or
the Company's requiring the Executive to travel on Company business to a
substantially greater extent than required immediately prior to the Effective
Date; or

                       (iv)  any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement.

                  (d)  Notice of Termination. Any termination by the Company for
                       ---------------------
Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 11(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

                  (e)  Date of Termination. "Date of Termination" means (i) if
                       -------------------
the Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause, death or
Disability, the Date of Termination shall be the date on which the Company
notifies the

                                     Page 7

<PAGE>

Executive of such termination and (iii) if the Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of the Executive or the Disability Effective Date, as the case
may be.

         6.       Obligations of the Company upon Termination.
                  -------------------------------------------

                  (a)  Good Reason; Other Than for Cause, Death or Disability.
                       ------------------------------------------------------
If, during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause, death or Disability or the Executive shall
terminate employment for Good Reason:

                       (i)   the Company shall pay to the Executive in a lump
sum in cash within 30 days after the Date of Termination the aggregate of the
following amounts:

                             (A)  the sum of (1) the Executive's Annual Base
Salary through the Date of Termination to the extent not theretofore paid and
(2) the product of (x) the higher of (I) the Recent Annual Bonus and (II) the
Annual Bonus paid or payable, including any bonus or portion thereof which has
been earned but deferred (and annualized for any fiscal year consisting of less
than twelve full months or during which the Executive was employed for less than
12 full months), for the most recently completed fiscal year during the
Employment Period, if any (such higher amount being referred to as the "Highest
Annual Bonus") and (y) a fraction, the numerator of which is the number of days
in the current fiscal year through the Date of Termination, and the denominator
of which is 365, in each case to the extent not theretofore paid (the sum of the
amounts described in clauses (1) and (2) shall be hereinafter referred to as the
"Accrued Obligations"); and

                             (B)  the amount equal to one half of the sum of (x)
the Executive's Annual Base Salary and (y) the Highest Annual Bonus; and

                       (ii)  to the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive any other amounts or
benefits required to be paid or provided or which the Executive is eligible to
receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliated companies (such other amounts and benefits shall
be hereinafter referred to as the "Other Benefits").

                  (b)  Death. If the Executive's employment is terminated by
                       -----
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued
Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 6(b) shall include, without limitation, and the
Executive's estate and/or beneficiaries shall be entitled to receive, benefits
at least equal to the most favorable benefits provided by the Company to the
estates and beneficiaries of peer executives of the Company under such plans,
programs, practices and policies relating to death benefits, if any, as in
effect with respect to other peer executives and their beneficiaries at any

                                     Page 8

<PAGE>

time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive's estate and/or the Executive's beneficiaries,
as in effect on the date of the Executive's death with respect to other peer
executives of the Company and their beneficiaries.

                  (c)  Disability. If the Executive's employment is terminated
                       ----------
by reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for payment of Accrued Obligations and the timely payment or provision of
Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination. With respect to the provision
of Other Benefits, the term Other Benefits as utilized in this Section 6(c)
shall include, and the Executive shall be entitled after the Disability
Effective Date to receive, disability and other benefits at least equal to the
most favorable of those generally provided by the Company to disabled executives
and/or their families in accordance with such plans, programs, practices and
policies relating to disability, if any, as in effect generally with respect to
other peer executives and their families at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive's family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and their families.

                  (d)  Cause; Other than for Good Reason. If the Executive's
                       ---------------------------------
employment shall be terminated for Cause during the Employment Period, this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive (x) the amount of his Annual Base
Salary payable through the Date of Termination, (y) the amount of any
compensation previously deferred by the Executive, and (z) Other Benefits, in
each case to the extent theretofore unpaid. If the Executive voluntarily
terminates employment during the Employment Period, excluding a termination for
Good Reason, this Agreement shall terminate without further obligations to the
Executive, other than for Accrued Obligations and the timely payment or
provision of Other Benefits. In such case, all Accrued Obligations shall be paid
to the Executive in a lump sum in cash within 30 days of the Date of
Termination.

         7.       Non-exclusivity of Rights. Nothing in this Agreement shall
                  -------------------------
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company and for which the Executive
may qualify, nor, subject to Section 11(f), shall anything herein limit or
otherwise affect such rights as the Executive may have under any contract or
agreement with the Company. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company at or subsequent to the
Date of Termination shall be payable in accordance with such plan, policy,
practice or program or contract or agreement except as explicitly modified by
this Agreement.

         8.       Resignations. The Company's obligation to make the payments
                  ------------
provided for in this Agreement and otherwise to perform its obligations
hereunder shall be contingent upon the Executive's prompt resignation, upon
request of the Company, of the Executive's positions as a director and/or
officer of the Company and any of its Subsidiaries or affiliated companies
following the termination of the Executive's employment with the Company for any
reason.

                                     Page 9

<PAGE>

          9.      Restrictive Covenants.
                  ---------------------

                  (a)  Confidential Information. The Executive shall hold in a
                       ------------------------
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company, and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company and which shall not be or become public
knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). After termination of the Executive's
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it.

                  (b)  Nonraiding of Employees. The Executive covenants that
                       -----------------------
during his employment hereunder and for a period of 2 years immediately
following the date of termination of Executive's employment, he will not
solicit, induce or encourage for the purposes of employing or offering
employment to any individuals who, as of the date of termination of the
Executive's employment, are employees of the Company, nor will he directly or
indirectly solicit, induce or encourage any of the Company's employees to seek
employment with any other business, whether or not the Executive is then
affiliated with such business.

         10.      Successors.
                  ----------

                  (a)  This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

                  (b)  This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

         11.      Miscellaneous.
                  -------------

                  (a)  This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                  (b)  All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                                    Page 10

<PAGE>

                           If to the Executive:
                           --------------------

                           Thomas M. Mishoe, Jr.
                           1401 Chartridge Lane
                           Midlothian, Virginia 23113


                           If to the Company:
                           ------------------

                           Open Plan Systems, Inc.
                           4299 Carolina Avenue
                           Building C
                           Richmond, Virginia 23222
                           Attention:  Anthony F. Markel

                           With a copy to:

                           Robert E. Spicer, Jr., Esquire
                           Williams, Mullen, Clark and Dobbins
                           Two James Center
                           1021 East Cary Street
                           Richmond, Virginia 23219

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (c)  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (d)  The Company may withhold from any amounts payable under
this Agreement such federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

                  (e)  The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.

                  (f)  The Executive and the Company acknowledge that, except as
may otherwise be provided under any other written agreement between the
Executive and the Company, the employment of the Executive by the Company is "at
will" and, subject to Section 1(a) hereof, the Executive's employment and/or
this Agreement may be terminated by either the Executive or the Company at any
time prior to the Effective Date, in which case the Executive shall have no
further rights under this Agreement. From and after the Effective Date, this


                                    Page 11

<PAGE>

Agreement shall supercede any other agreement between the parties with respect
to the subject matter hereof, except that any covenants contained in any prior
agreement between the Executive and the Company restricting the Executive's
ability to compete with or to solicit the employees, clients or customers of the
Company, or to use or disclose any Confidential Information (as that term is
defined in any such agreement), shall remain in full force and effect.

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.

                                               OPEN PLAN SYSTEMS, INC.


                                               By: /s/ Anthony F. Markel
                                                  ---------------------------
                                                    Anthony F. Markel
                                                    Chairman of the Board

                                               /s/ Thomas M. Mishoe, Jr.
                                               ------------------------------
                                                   Thomas M. Mishoe, Jr.



                                    Page 12

</TEXT>
</DOCUMENT>
