EXHIBIT 10.6

[FIRST UNION LOGO]

                                 LOAN AGREEMENT


First Union National Bank of Virginia
201 South Jefferson Street
Roanoke, Virginia 24011
(Hereinafter referred to as the "Bank")

Optical Cable Corporation, a Virginia Corporation
5290 Concourse Drive
Roanoke, Virginia 24019
(Individually and collectively "Borrower")

This Loan Agreement ("Agreement") is entered into April 25, 1997, by and between
Bank and Borrower.

Borrower has applied to Bank for a loan or loans (individually and collectively,
the "Loan")  evidenced by one or more promissory notes (whether one or more, the
"Note") as follows:

Line of Credit - in the principal amount of $10,000,000.00 which is evidenced by
the Promissory Note of even date herewith ("Line of Credit Note 1"), under which
Borrower may borrow,  repay,  and  reborrow,  from time to time,  so long as the
total  indebtedness  outstanding  at any one time does not exceed the  principal
amount.  The Loan proceeds are to be used by Borrower  solely to provide funding
for  mergers,  acquisitions  and/or  joint  ventures  of  entities in a business
related to that of Borrower.  Upon  consummation  of any of the above,  Borrower
will provide Bank proforma  financial  statements  on the resulting  entity with
detail satisfactory to Bank. Bank's obligation to advance or readvance under the
Line of  Credit  Note 1 shall  terminate  if a  default  in the  payment  of the
Obligations  occurs  or the  Borrower  is in  Default  (as  defined  in the Loan
Documents) under any Loan Document, or in any event, on February 28, 1998 unless
renewed or  extended  by Bank in writing  upon such terms then  satisfactory  to
Bank.

Line of Credit - in the principal amount of $5,000,000.00  which is evidenced by
the Promissory Note of even date herewith ("Line of Credit Note 2"), under which
Borrower may borrow,  repay,  and  reborrow,  from time to time,  so long as the
total  indebtedness  outstanding  at any one time does not exceed the  principal
amount.  The Loan proceeds are to be used by Borrower solely for working capital
and general corporate expenses.  Bank's obligation to advance or readvance under
the Line of Credit  Note 2 shall  terminate  if a default in the  payment of the
Obligations  occurs  or the  Borrower  is in  Default  (as  defined  in the Loan
Documents) under any Loan Document, or in any event, on February 28, 1998 unless
renewed or  extended  by Bank in writing  upon such terms then  satisfactory  to
Bank.

This  Agreement  also amends and  restates in its  entirety  that  certain  Loan
Agreement dated March 13, 1996 and applies to govern all of the loans thereby.

This  Agreement  applies  to the Loan and all Loan  Documents.  The terms  "Loan
Documents"  and  "Obligations,"  as used in this  Agreement,  are defined in the
Note. The term "Borrower" shall include its Subsidiaries and Affiliates. As used
in this  Agreement as to Borrower,  "Subsidiary"  shall mean any  corporation of
which more than 50% of the issued and outstanding voting stock is owned directly
or indirectly by Borrower. As to Borrower, "Affiliate" shall have the meaning as
defined in 11 U.S.C.  ss. 101,  except that the term  "debtor"  therein shall be
substituted by the term "Borrower" herein.


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Relying upon the covenants, agreements, representations and warranties contained
in this  Agreement,  Bank is willing to extend credit to Borrower upon the terms
and subject to the conditions  set forth herein,  and Bank and Borrower agree as
follows:

REPRESENTATIONS.  Borrower  represents  that from the date of this Agreement and
until  final  payment  in full of the  Obligations:  ACCURATE  INFORMATION.  All
information now and hereafter furnished to Bank is and will be true, correct and
complete.  Any such information  relating to Borrower's financial condition will
accurately  reflect  Borrower's  financial  condition as of the date(s) thereof,
(including  all  contingent  liabilities  of every type),  and Borrower  further
represents that its financial  condition has not changed materially or adversely
since the  date(s)  of such  documents.  AUTHORIZATION;  NON-CONTRAVENTION.  The
execution,   delivery  and  performance  by  Borrower  and  any  guarantor,   as
applicable,  of this  Agreement and other Loan  Documents to which it is a party
are within its power, have been duly authorized by all necessary action taken by
the duly  authorized  officers of Borrower and any guarantors and, if necessary,
by making appropriate  filings with any governmental  agency or unit and are the
legal,  binding,   valid  and  enforceable   obligations  of  Borrower  and  any
guarantors; and do not (i) contravene, or constitute (with or without the giving
of notice or lapse of time or both) a violation of any  provision of  applicable
law, a violation of the  organizational  documents of Borrower or any guarantor,
or a default under any agreement,  judgment,  injunction, order, decree or other
instrument binding upon or affecting  Borrower or any guarantor,  (ii) result in
the creation or  imposition  of any lien (other than the lien(s)  created by the
Loan Documents) on any of Borrower's or guarantor's  assets, or (iii) give cause
for the  acceleration  of any  obligations  of Borrower or any  guarantor to any
other creditor.  ASSET OWNERSHIP.  Borrower has good and marketable title to all
of the  properties  and assets  reflected  on the balance  sheets and  financial
statements  supplied Bank by Borrower,  and all such  properties  and assets are
free and clear of mortgages,  security deeds,  pledges,  liens, charges, and all
other encumbrances, except as otherwise disclosed to Bank by Borrower in writing
("Permitted Liens"). To Borrower's knowledge,  no default has occurred under any
Permitted Liens and no claims or interests adverse to Borrower's  present rights
in its properties and assets have arisen. DISCHARGE OF LIENS AND TAXES. Borrower
has duly  filed,  paid and/or  discharged  all taxes or other  claims  which may
become a lien on any of its  property or assets,  except to the extent that such
items are being  appropriately  contested in good faith and an adequate  reserve
for the payment thereof is being maintained. SUFFICIENCY OF CAPITAL. Borrower is
not, and after  consummation  of this  Agreement  and after giving effect to all
indebtedness incurred and liens created by Borrower in connection with the Loan,
will not be, insolvent  within the meaning of 11 U.S.C. ss. 101(32).  COMPLIANCE
WITH LAWS. Borrower is in compliance in all respects with all federal, state and
local laws,  rules and  regulations  applicable to its  properties,  operations,
business, and finances, including, without limitation, any federal or state laws
relating  to  liquor  (including  18  U.S.C.  ss.  3617,  et seq.) or  narcotics
(including  21  U.S.C.ss.  801,  et seq.)  and/or  any  commercial  crimes;  all
applicable federal, state and local laws and regulations intended to protect the
environment; and the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), if applicable.  ORGANIZATION AND AUTHORITY. Each corporate or limited
liability  company Borrower and any guarantor,  as applicable,  is duly created,
validly  existing  and in good  standing  under  the  laws of the  state  of its
organization,  and  has  all  powers,  governmental  licenses,   authorizations,
consents and approvals  required to operate its business as now conducted.  Each
corporate or limited  liability  company Borrower and any guarantor,  if any, is
duly  qualified,  licensed  and in  good  standing  in each  jurisdiction  where
qualification  or  licensing  is required  by the nature of its  business or the
character and location of its property,  business or customers, and in which the
failure  to so  qualify or be  licensed,  as the case may be, in the  aggregate,
could  have a  material  adverse  effect on the  business,  financial  position,
results  of  operations,  properties  or  prospects  of  Borrower  or  any  such
guarantor.  NO LITIGATION.  There are no pending or threatened suits,  claims or
demands  against  Borrower or any guarantor that have not been disclosed to Bank
by Borrower in writing.



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AFFIRMATIVE COVENANTS.  Borrower agrees that from the date of this Agreement and
until final  payment in full of the  Obligations,  unless  Bank shall  otherwise
consent in writing, Borrower will: BUSINESS CONTINUITY.  Conduct its business in
substantially  the same  manner and  locations  as such  business is now and has
previously been conducted. MAINTAIN PROPERTIES.  Maintain, preserve and keep its
property  in good  repair,  working  order  and  condition,  making  all  needed
replacements,  additions and improvements thereto, to the extent allowed by this
Agreement.  ACCESS TO BOOKS & RECORDS.  Allow Bank, or its agents, during normal
business  hours,  access to the  books,  records  and such  other  documents  of
Borrower as Bank shall reasonably require, and allow Bank to make copies thereof
at Bank's expense. INSURANCE.  Maintain adequate insurance coverage with respect
to its  properties  and business  against loss or damage of the kinds and in the
amounts  customarily  insured  against by  companies of  established  reputation
engaged  in the  same  or  similar  businesses  including,  without  limitation,
commercial general liability  insurance,  workers  compensation  insurance,  and
business  interruption  insurance;  all  acquired in such  amounts and from such
companies  as Bank may  reasonably  require.  NOTICES.  Promptly  notify Bank in
writing of (i) any material  adverse  change in its  financial  condition or its
business;  (ii) any  default  under any  material  agreement,  contract or other
instrument to which it is a party or by which any of its  properties  are bound,
or any acceleration of the maturity of any indebtedness owing by Borrower; (iii)
any material  adverse  claim  against or  affecting  Borrower or any part of its
properties;  (iv) the  commencement of, and any material  determination  in, any
litigation with any third party or any proceeding before any governmental agency
or unit affecting Borrower;  and (v) at least 30 days prior thereto,  any change
in  Borrower's  name or address as shown above,  and/or any change in Borrower's
structure.   COMPLIANCE  WITH  OTHER  AGREEMENTS.  Comply  with  all  terms  and
conditions contained in this Agreement,  and any other Loan Documents,  and swap
agreements,  if applicable,  as defined in the Note.  PAYMENT OF DEBTS.  Pay and
discharge  when due,  and before  subject to  penalty  or  further  charge,  and
otherwise satisfy before maturity or delinquency, all obligations, debts, taxes,
and  liabilities  of whatever  nature or amount,  except those which Borrower in
good faith disputes.  REPORTS AND PROXIES.  Deliver to Bank, promptly, a copy of
all  financial  statements,  reports,  notices,  and proxy  statements,  sent by
Borrower to  stockholders,  and all regular or periodic  reports  required to be
filed by Borrower with any  governmental  agency or authority.  OTHER  FINANCIAL
INFORMATION.  Deliver promptly such other  information  regarding the operation,
business affairs,  and financial condition of Borrower which Bank may reasonably
request. ESTOPPEL CERTIFICATE.  Furnish, within 15 days after request by Bank, a
written statement duly acknowledged of the amount due under the Loan and whether
offsets or defenses  exist against the  Obligations.  CHANGE OF CONTROL.  Ensure
that Robert  Kopstein  maintains at least a 51% ownership  interest in Borrower.
LIFE  INSURANCE.  Maintain no less than $2.0 million of life insurance on Robert
Kopstein.

NEGATIVE  COVENANTS.  Borrower  agrees that from the date of this  Agreement and
until final  payment in full of the  Obligations,  unless  Bank shall  otherwise
consent in writing, Borrower will not: NONPAYMENT;  NONPERFORMANCE.  Fail to pay
or perform the Obligations or Default (as defined in the Loan  Documents)  under
any of the Loan Documents.  CROSS DEFAULT.  Default in payment or performance of
any obligation under any other loans,  contracts or agreements of Borrower,  any
Subsidiary  or  Affiliate  of  Borrower  ("Affiliate"  shall have the meaning as
defined in 11 U.S.C.  ss. 101,  except that the term  "debtor"  therein shall be
substituted  by  the  term  "BORROWER"  herein;   "Subsidiary"  shall  mean  any
corporation of which more than 50% of the issued and outstanding voting stock is
owned  directly  or  indirectly  by  Borrower),  any  general  partner of or the
holder(s)  of the  majority  ownership  interests  of Borrower  with Bank or its
affiliates; MATERIAL CAPITAL STRUCTURE OR BUSINESS ALTERATION.  Materially alter
the  type  or kind  of  Borrower's  business  or  that  of its  Subsidiaries  or
Affiliates,  if any; or suffer or permit the acquisition of substantially all of
Borrower's  business  or  assets,  or a material  portion  (10% or more) of such
business  or  assets if such a sale is  outside  Borrower's  ordinary  course of
business,  or more than 50% of its outstanding stock or voting power in a single
transaction or a series of  transactions;  or acquire  substantially  all of the
business or assets or more than 50% of the outstanding  stock or voting power of
any other  entity;  or enter  into any  merger or  consolidation  without  prior
written consent of Bank. DEFAULT ON OTHER


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CONTRACTS OR  OBLIGATIONS.  Default on any material  contract with or obligation
when due to a third party or default in the  performance  of any obligation to a
third party incurred for money  borrowed in an amount in excess of  $100,000.00.
JUDGMENT  ENTERED.  Permit the entry of any monetary  judgment or the assessment
against,  the filing of any tax lien  against,  or the  issuance  of any writ of
garnishment  or  attachment  against any property of or debts due Borrower in an
amount in excess of  $50,000.00  and that is not  discharged or execution is not
stayed within  Thirty (30) days of entry.  GOVERNMENT  INTERVENTION.  Permit the
assertion  or  making  of any  seizure,  vesting  or  intervention  by or  under
authority of any government by which the management of Borrower or any guarantor
is displaced of its authority in the conduct of its respective  business or such
business is curtailed or materially  impaired.  PREPAYMENT OF OTHER DEBT. Retire
any long-term debt entered into prior to the date of this Agreement at a date in
advance of its legal  obligation to do so. RETIRE OR REPURCHASE  CAPITAL  STOCK.
Retire or  otherwise  acquire any of its capital  stock.  ENCUMBRANCES.  Create,
assume, or permit to exist any mortgage,  security deed, deed of trust,  pledge,
lien,  charge or other  encumbrance  on any of its assets,  whether now owned or
hereafter  acquired,  other than:  (i) security  interests  required by the Loan
Documents; (ii) liens for taxes contested in good faith; (iii) liens accruing by
law for employee benefits; or (iv) Permitted Liens.

FINANCIAL COVENANTS.  Borrower, on a consolidated basis, agrees to the following
provisions  from the date of this  Agreement  and until final payment in full of
the  Obligations,  unless  Bank  shall  otherwise  consent in  writing:  DEPOSIT
RELATIONSHIP.  Borrower shall maintain its primary  depository  account and cash
management account with Bank.

ANNUAL  FINANCIAL  STATEMENTS.  Borrower shall deliver to Bank,  within 120 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year,  including,  without  limitation,  a balance
sheet,  profit and loss statement and statement of cash flows,  with  supporting
schedules;  all on a  consolidated  and  consolidating  basis and in  reasonable
detail,  prepared in conformity with generally accepted  accounting  principles,
applied  on a  basis  consistent  with  that of the  preceding  year.  All  such
statements  shall be  examined by an  independent  certified  public  accountant
acceptable to Bank. The opinion of such independent  certified public accountant
shall not be  acceptable to Bank if qualified  due to any  limitations  in scope
imposed by Borrower or its Subsidiaries,  if any. Any other qualification of the
opinion by the  accountant  shall  render  the  acceptability  of the  financial
statements subject to Bank's approval.

PERIODIC  FINANCIAL  STATEMENTS.   Borrower  shall  deliver  to  Bank  unaudited
management-prepared   quarterly   financial   statements,   including,   without
limitation,  a balance  sheet,  profit and loss  statement and statement of cash
flows, with supporting  schedules,  as soon as available and in any event within
45 days  after the close of each  such  period;  all in  reasonable  detail  and
prepared in conformity with generally accepted accounting principles, applied on
a basis  consistent with that of the preceding  year.  Such statements  shall be
certified as to their correctness by a principal financial officer of Borrower.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time,  including without limitation,
financial   statements  and  information   pertaining  to  Borrower's  financial
condition. Such information shall be true, complete, and accurate.

CONDITIONS PRECEDENT.  The obligations of Bank to make the Loan and any advances
pursuant to this  Agreement are subject to the following  conditions  precedent:
ADDITIONAL DOCUMENTS. Receipt by Bank of such additional supporting documents as
Bank or its counsel may reasonably request.


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IN WITNESS WHEREOF,  Borrower and Bank, on the day and year first written above,
have caused this  Agreement  to be executed  under seal,  AND THIS  AGREEMENT IS
DEEMED EFFECTIVE AS OF FEBRUARY 28, 1997.

                Optical Cable Corporation, a Virginia Corporation
                Taxpayer Identification Number: 54-1237042


CORPORATE             By: /s/ Robert Kopstein
SEAL                      --------------------------------
                          Robert Kopstein, President




                      First Union National Bank of Virginia


CORPORATE             By: /s/ William C. Moses
SEAL                      ---------------------------------
                      Title:    Vice President





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