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                               SECURITY AGREEMENT

                                                                  April 25, 1997

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

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

For value  received and to secure the payment and  performance of the Promissory
Note  executed by the Debtor of even date  herewith,  in the original  principal
amount  of  $10,000,000.00,  payable  to  Bank,  and any  extensions,  renewals,
modifications or novations thereof (the "Note"), this Security Agreement and the
other  Loan  Documents,  and any other  obligations  of  Debtor to Bank  however
created,  arising  or  evidenced,   whether  direct  or  indirect,  absolute  or
contingent,  now  existing or  hereafter  arising or  acquired,  including  swap
agreements (as defined in 11 U.S.C. ss. 101), future advances, and all costs and
expenses incurred by Bank to obtain, preserve,  perfect and enforce the security
interest  granted  herein and to  maintain,  preserve  and collect the  property
subject to the security  interest  (collectively,  "Obligations"), Debtor hereby
grants to Bank a  continuing  security  interest in and lien upon the  following
described property, now owned or hereafter acquired, any additions,  accessions,
or  substitutions  thereof and thereto  (including but not limited to investment
property and  security  entitlements),  and all cash and  non-cash  proceeds and
products thereof (collectively, "Collateral"):

All  accounts,  contract  rights,  inventory,  furniture,  fixtures,  machinery,
equipment and general intangibles now existing or hereafter arising and proceeds
and products thereof.

Debtor hereby represents and agrees that:

OWNERSHIP. Debtor owns the Collateral or Debtor will purchase and acquire rights
in the  Collateral  within ten days of the date advances are made under the Loan
Documents. If Collateral is being acquired with the proceeds of an advance under
the Loan Documents,  Debtor authorizes Bank to disburse proceeds directly to the
seller  of the  Collateral.  The  Collateral  is free and  clear  of all  liens,
security  interests,  and claims except those previously  reported in writing to
Bank,  and  Debtor  will  keep the  Collateral  free and clear  from all  liens,
security interests and claims, other than those granted to Bank.

NAME AND  OFFICES.  There has been no change in the name of Debtor,  or the name
under which Debtor conducts  business,  within the 5 years preceding the date of
execution  of this  Security  Agreement  and Debtor has not moved its  executive
offices or residence  within the 5 years preceding the date of execution of this
Security  Agreement  except as  previously  reported  in  writing  to Bank.  The
taxpayer identification number of Debtor as provided herein is correct.

TITLE/TAXES. Debtor has good and marketable title to Collateral and will warrant
and defend same against all claims.  Debtor will not  transfer,  sell,  or lease
Collateral  (except in the ordinary  course of  business).  Debtor agrees to pay
promptly all taxes and assessments upon or for the use of Collateral and on this
Security Agreement.  At its option,  Bank may discharge taxes,  liens,  security
interests  or other  encumbrances  at any time  levied or placed on  Collateral.
Debtor agrees to reimburse  Bank, on demand,  for any such payment made by Bank.
Any amounts so paid shall be added to the Obligations.


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WAIVERS. Debtor waives presentment,  demand, protest, notice of dishonor, notice
of default, demand for payment, notice of intention to accelerate, and notice of
acceleration of maturity.  Debtor further agrees not to assert against Bank as a
defense (legal or equitable), as a set-off, as a counterclaim, or otherwise, any
claims  Debtor may have  against  any seller or lessor  that  provided  personal
property or services  relating to any part of the Collateral.  Debtor waives all
exemptions and homestead rights with regard to the Collateral. Debtor waives any
and all  rights  to  notice  or to  hearing  prior to  Bank's  taking  immediate
possession or control of any Collateral, and to any bond or security which might
be required by  applicable  law prior to the exercise of any of Bank's  remedies
against any Collateral.

EXTENSIONS, RELEASES. Debtor agrees that Bank may extend, renew or modify any of
the Obligations and grant any releases,  compromises or indulgences with respect
to any security for the Obligations, or with respect to any party liable for the
Obligations,  all without  notice to or consent of Debtor and without  affecting
the liability of Debtor or the enforceability of this Security Agreement.

NOTIFICATIONS  OF CHANGE.  Debtor  will  notify Bank in writing at least 30 days
prior to any change in: (i) Debtor's chief place of business  and/or  residence;
(ii)  Debtor's  name or  identity;  or (iii)  Debtor's  corporate/organizational
structure. Debtor will keep Collateral at the location(s) previously provided to
Bank until such time as Bank  provides  written  advance  consent to a change of
location.  Debtor  will bear the cost of  preparing  and  filing  any  documents
necessary to protect Bank's liens.

COLLATERAL  CONDITION AND LAWFUL USE.  Debtor  represents  that Collateral is in
good repair and condition and that Debtor shall use  reasonable  care to prevent
Collateral from being damaged or depreciating.  Debtor shall immediately  notify
Bank of any material loss or damage to  Collateral.  Debtor shall not permit any
item of  equipment  to become a fixture to real estate or an  accession to other
personal  property.  Debtor  represents it is in compliance in all respects with
all  federal,  state and local laws,  rules and  regulations  applicable  to its
properties,  Collateral,  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 all
applicable  federal,  state and local laws, and regulations  intended to protect
the environment.

RISK OF LOSS AND  INSURANCE.  Debtor shall bear all risk of loss with respect to
the  Collateral.  The injury to or loss of Collateral,  either partial or total,
shall not release Debtor from payment or other performance hereof. Debtor agrees
to obtain and keep in force casualty and hazard  insurance on Collateral  naming
Bank as loss payee. Such insurance is to be in form and amounts  satisfactory to
Bank.  All such  policies  shall  provide to Bank a minimum  of 30 days  written
notice of  cancellation.  Debtor shall furnish to Bank such  policies,  or other
evidence of such policies  satisfactory  to Bank.  Bank is  authorized,  but not
obligated,  to purchase  any or all  insurance  or "Single  Interest  Insurance"
protecting  such interest as Bank deems  appropriate  against such risks and for
such coverage and for such amounts, including either the loan amount or value of
the Collateral,  all at its discretion,  and at Debtor's expense. In such event,
Debtor agrees to reimburse  Bank for the cost of such insurance and Bank may add
such cost to the  Obligations.  Debtor shall bear the risk of loss to the extent
of any  deficiency in the effective  insurance  coverage with respect to loss or
damage to any of the  Collateral.  Debtor hereby  assigns to Bank to proceeds of
all such  insurance and directs any insurer to make  payments  directly to Bank.
Debtor hereby appoints Bank its  attorney-in-fact,  which  appointment  shall be
irrevocable  and coupled with any interest  for so long as the  Obligations  are
unpaid,  to file proof of loss and/or any other forms  required to collect  from
any  insurer any amount due from any damage or  destruction  of  Collateral,  to
agree to and  find  Debtor  as to the  amount  of said  recovery,  to  designate
payee(s) of such recovery,  to grant releases to insurer,  to grant  subrogation
rights to any insurer, and to endorse any settlement check or draft.


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Debtor  agrees  not to  exercise  any of the  foregoing  powers  granted to Bank
without the Bank's prior written consent.

ADDITIONAL COLLATERAL. If at any time Collateral is unsatisfactory to Bank, then
on demand of Bank, Debtor shall immediately  furnish such additional  Collateral
satisfactory to Bank to be held by Bank as if originally  pledged  hereunder and
shall execute such additional  security  agreements and financing  statements as
requested by Bank.

FINANCING  STATEMENTS.  No financing  statement (other than any filed by Bank or
disclosed  above)  covering any of Collateral or proceeds  thereof is on file in
any public filing office.  This Security  Agreement,  or a copy thereof,  or any
financing  statement  executed  hereunder  may be recorded.  On request of Bank,
Debtor will execute one or more  financing  statements in form  satisfactory  to
Bank and will pay all costs and  expenses  of filing the same or of filing  this
Security Agreement in all public filing offices,  where filing is deemed by Bank
to be desirable.  Bank is authorized to file  financing  statements  relating to
Collateral  without Debtor's  signature where authorized by law. Debtor appoints
Bank as its  attorney-in-fact  to execute such documents necessary to accomplish
perfection  of Bank's  security  interest.  The  appointment  is coupled with an
interest and shall be irrevocable as long as any Obligations remain outstanding.
Debtor  further  agrees to take such other actions as might be requested for the
perfection,  continuation  and assignment,  in whole or in part, of the security
interests granted herein. If certificates are issued or outstanding as to any of
the Collateral,  Debtor will cause the security interests of Bank to be properly
protected, including perfection of notation thereon.

LANDLORD/MORTGAGE  WAIVERS.  Debtor shall cause each  mortgagee of real property
owned by Debtor and each landlord of real  property  leased by Debtor to execute
and deliver instruments satisfactory in form and substance to Bank by which such
mortgagee or landlord waives its rights, if any, in the Collateral

STOCK,  DIVIDENDS.  If, with respect to any security pledged hereunder,  a stock
dividend is declared,  any stock split made or right to subscribe is issued, all
the certificates for the shares representing such stock dividend, stock split or
right to subscribes will be immediately delivered, duly endorsed, to the Bank as
additional  collateral,  and any cash or non-cash proceeds and products thereof,
including  investment  property and security  entitlements  will be  immediately
delivered  to Bank.  If  Debtor  has  granted  to Bank a  security  interest  in
securities, Debtor acknowledges that such grant includes all investment property
and security entitlements,  now existing or hereafter arising,  relating to such
securities.  In addition, Debtor agrees to execute such notices and instructions
to securities intermediaries as Bank may reasonably request.

CONTRACTS,  CHATTEL PAPER, ACCOUNTS,  GENERAL INTANGIBLES.  Debtor warrants that
Collateral  consisting of contract rights,  chattel paper,  accounts, or general
intangibles is (i) genuine and  enforceable in accordance  with its terms except
as  limited  by  law;  (ii)  not  subject  to any  defense,  set-off,  claim  or
counterclaim  of a material  nature against Debtor except as to which Debtor has
notified Bank in writing;  and (iii) not subject to any other circumstances that
would impair the validity,  enforceability,  value, or amount of such Collateral
except as to which Debtor has notified Bank in writing.  Debtor shall not amend,
modify or supplement any lease, contract or agreement contained in Collateral or
waive any provision therein, without prior written consent of Bank.

ACCOUNT  INFORMATION.  From time to time,  at the Bank's  request,  Debtor shall
provide Bank with schedules  describing  all accounts and  contracts,  including
customers'  addresses,  credited or acquired by Debtor and at the Bank's request
shall execute and deliver  written  assignments of contracts and other documents
evidencing  such  accounts and contracts to Bank.  Together with each  schedule,
Debtor shall,  if requested by Bank,  furnish Bank with copies of Debtor's sales


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journals,  invoices,  customer  purchase orders or the equivalent,  and original
shipping  or  delivery  receipts  for all goods sold,  and Debtor  warrants  the
genuineness thereof.

ACCOUNT AND CONTRACT DEBTORS.  After a Default occurs, Bank shall have the right
to notify  the  account  and  contract  debtors  obligated  on any or all of the
Collateral to make payment thereof directly to Bank and Bank may take control of
all proceeds of any such Collateral, which rights Bank may exercise at any time.
The cost of such  collection  and  enforcement,  including  attorneys'  fees and
expenses,  shall be borne solely by Debtor  whether the same is incurred by Bank
or Debtor.  After a Default  occurs,  upon  demand of Bank,  Debtor  will,  upon
receipt  of all  checks,  drafts,  cash and  other  remittances  in  payment  on
Collateral,  deposit the same in a special  bank account  maintained  with Bank,
over which Bank also has the power of withdrawal.

If a Default  occurs,  no discount,  credit,  or allowance   shall be granted by
Debtor to any account or contract  debtor and no return of merchandise  shall be
accepted by Debtor without Bank's  consent.  Bank may, after Default,  settle or
adjust  disputes and claims directly with account  contract  debtors for amounts
and upon terms  that Bank  considers  advisable,  and in such  cases,  Bank will
credit the Obligations  with the net amounts  received by Bank,  after deducting
all of the expenses incurred by Bank. Debtor agrees to indemnify and defend Bank
and hold it harmless with respect to any claim or proceeding  arising out of any
matter related to collection of Collateral.

GOVERNMENT  CONTRACTS.  If any Collateral covered hereby arises from obligations
due  to  Debtor  from  any  governmental  unit  or  organization,  Debtor  shall
immediately  notify  Bank in writing  and  execute  all  documents  and take all
actions  demanded by Bank to ensure  recognition  by such  governmental  unit or
organization of the rights of Bank in the Collateral.

INVENTORY.  So long as no Default has  occurred,  Debtor shall have the right in
the regular course of business,  to process and sell Debtor's inventory,  unless
Bank shall hereafter  otherwise direct in writing.  Upon demand of Bank,  Debtor
will, upon receipt of all checks, drafts, ash and other remittances,  in payment
of Collateral sold,  deposit the same in a special bank account  maintained with
Bank, over which Bank also has the power of withdrawal. Debtor shall comply with
all federal, state, and local laws, regulations,  rulings, and orders applicable
to Debtor or its assets or  business,  in all  respects.  Without  limiting  the
generality of the previous  sentence,  Debtor shall comply with all requirements
of the federal Fair Labor  Standards  Act in the conduct of its business and the
production of inventory.  Debtor shall notify Bank  immediately of any violation
by Debtor of the Fair Labor  Standards Act, and a failure of Debtor to so notify
Bank shall  constitute  a  continuing  representation  that all  inventory  then
existing has been produced in compliance with the Fair Labor Standards Act.

INSTRUMENTS,  CHATTEL PAPER.  Any Collateral that is instruments,  chattel paper
and negotiable  documents will be properly  assigned to, deposited with and held
Bank, unless Bank shall hereafter  otherwise direct or consent in writing.  Bank
may, without notice,  before or after maturity of the Obligations,  exercise any
or all rights of collection,  conversion,  or exchange and other similar rights,
privileges and options  pertaining to  Collateral,  but shall have no duty to do
so.

COLLATERAL DUTIES. Bank shall have no custodial or ministerial duties to perform
with respect to Collateral  pledged  except as set forth  herein;  and by way of
explanation and not by way of limitation,  Bank shall incur no liability for any
of the following:  (i) loss or depreciation of Collateral  (unless caused by its
willful  misconduct),  (ii) its  failure  to  present  any paper for  payment or
protest,  to protest or give  notice of  nonpayment,  or any other  notice  with
respect to any paper or Collateral, or (iii) its failure to present or surrender
for redemption,  conversion or exchange any bond, stock, paper or other security
whether in  connection  with any  merger,  consolidation,  recapitalization,  or
reorganization,  arising out of the refunding of the original  security,  or for
any other  reason,  or its failure to notify any party  hereto  that  Collateral
should be so presented or surrendered.


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TRANSFER OF  COLLATERAL.  The Bank may assign its right in the Collateral or any
part  thereof to any  assignee who shall  thereupon  become  vested with all the
powers and rights  herein  given to the Bank with  respect  to the  property  so
transferred and delivered, and the Bank shall thereafter be forever relieved and
fully   discharged   from  any  liability  with  respect  to  such  property  so
transferred,  but with respect to any property not so transferred the Bank shall
retain all rights and powers hereby given.

SUBSTITUTE COLLATERAL.  With prior written consent of Bank, other Collateral may
be  substituted  for the original  Collateral  herein in which event all rights,
duties,  obligations,  remedies and security  interests provided for, created or
granted shall apply fully to such substitute Collateral.

INSPECTION,  BOOKS AND  RECORDS.  Debtor  will at all times  keep  accurate  and
complete  records  covering  each item of  Collateral,  including  the  proceeds
therefrom.  Bank, or any of its agents, shall have the right, at intervals to be
determined  by Bank and  without  hindrance  or delay,  to inspect,  audit,  and
examine the Collateral and to make extracts from the books,  records,  journals,
orders, receipts, correspondence and other data relating to Collateral, Debtor's
business or any other transaction between the parties hereto. Debtor will at its
expense furnish Bank copies thereof upon request.

CROSS COLLATERALIZATION  LIMITATION. As to any other existing or future consumer
purpose loan made by Bank to Debtor,  within the meaning of the Federal Consumer
Credit  Protection  Act, Bank  expressly  waives any security  interest  granted
herein in  Collateral  that Debtor uses as a principal  dwelling  and  household
goods.

ATTORNEY'S  FEES AND OTHER COSTS OF  COLLECTION.  Debtor shall pay all of Bank's
reasonable  expenses  incurred in enforcing this Agreement and in preserving and
liquidating  Collateral,  including but not limited to, reasonable  arbitration,
paralegals', attorneys' and experts' fees and expenses, whether incurred without
the  commencement  of a  suit,  in any  trial,  arbitration,  or  administrative
proceeding, or in any appellate or bankruptcy proceeding.

DEFAULT.  If any of the  following  occurs,  a default  ("Default")  under  this
Security Agreement shall exist: (i) The failure of timely payment or performance
of any of the Obligations or a default under any Loan Document;  (ii) Any breach
of any  representation  or agreement  contained or referred to in this  Security
Agreement or other Loan Document;  (iii) Any loss, theft, substantial damage, or
destruction  of  Collateral  not  fully  covered  by  insurance,  or as to which
insurance proceeds are not remitted to Bank within 30 days of the loss; any sale
(except the sale of inventory in the ordinary  course of  business),  lease,  or
encumbrance of any of collateral  without prior written  consent of Bank; or the
making of any levy,  seizure,  or attachment  on or of  Collateral  which is not
removed  within 10 days;  or (iv) the death of,  appointment  of  guardian  for,
dissolution  of,  termination of existence of, loss of good standing  status by,
appointment  of a receiver for,  assignment  for the benefit of creditors of, or
commencement  of any bankruptcy or insolvency  proceeding by or against  Debtor,
its Subsidiaries or Affiliates ("Affiliate" shall have the meaning as defined in
11 U.S.C.  ss. 101; and  "Subsidiary"  shall mean any  corporation of which more
than 50% of the  issued  and  outstanding  voting  stock is  owned  directly  or
indirectly by Debtor), if any, or any general partner of or the holder(s) of the
majority ownership interests in Debtor or any party to the Loan Documents.

REMEDIES ON DEFAULT  (INCLUDING POWER OF SALE). If a Default occurs,  all of the
Obligations shall be immediately due and payable,  without notice and Bank shall
have all the rights and remedies of a secured party under the Uniform Commercial
Code.  Without  limitation  thereto,  Bank shall have the  following  rights and
remedies:  (i) to take  immediate  possession of  Collateral,  without notice or
resort to legal  process,  and for such  purpose,  to enter upon any premises on
which  Collateral  or any part  thereof may be  situated  and to remove the same
therefrom,  or, at its option,  to render the Collateral  unusable or dispose of
said Collateral on Debtor's premises; (ii) to require


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Debtor to assemble the Collateral and make it available to Bank at a place to be
designated  by Bank;  (iii) to exercise  its right of set-off or bank lien as to
any monies of Debtors deposited in demand, checking, time, savings,  certificate
of deposit or other  accounts  of any nature  maintained  by Debtor with Bank or
Affiliates of Bank, without advance notice,  regardless of whether such accounts
are general or special; (iv) to dispose of Collateral,  as a unit or in parcels,
separately or with any real property interests also securing the Obligations, in
any county or place to be selected by Bank, at either private or public sale (at
which  public  sale  bank  may be the  purchaser)  with or  without  having  the
Collateral  physically present at said sale. Any notice of sale,  disposition or
other  action by Bank  required  by law and sent to Debtor at  Debtor's  address
shown  above,  or at such  other  address  of debtor as may from time to time be
shown on the  records  of  Bank,  at least 5 days  prior to such  action,  shall
constitute  reasonable  notice to Debtor.  Notice  shall be deemed given or sent
when mailed postage prepaid to Debtor's address as provided  herein.  Bank shall
be  entitled  to apply  the  proceeds  of any sale or other  disposition  of the
Collateral,  and the  payments  received  by  Bank  with  respect  to any of the
Collateral,  to the  Obligations in such order and manner as Bank may determine.
Collateral that is subject to rapid declines in value and is customarily sold in
recognized  markets  may be disposed of by Bank in a recognized  market for such
collateral without providing notice of sale.

REMEDIES  ARE  CUMULATIVE.  No failure on the part of Bank to  exercise,  and no
delay in exercising,  any right,  power or remedy  hereunder  shall operate as a
waiver thereof,  nor shall any single or partial  exercise by Bank or any right,
power or remedy hereunder  preclude any or other further exercise thereof or the
exercise  of any right,  power or  remedy.  The  remedies  herein  provided  are
cumulative and are not exclusive of any remedies  provided by law, in equity, or
in other Loan Documents.

MISCELLANEOUS.  (i) AMENDMENTS AND WAIVERS. No waiver, amendment or modification
of any provision of this Security Agreement shall be valid unless in writing and
signed by an officer of Bank.  No waiver by Bank of any Default shall operate as
a waiver of any  other  Default  or of the same  Default  on a future  occasion.
Neither the failure of, nor any delay by, Bank in exercising any right, power or
privilege granted pursuant to this Security  Agreement shall operate as a waiver
thereof,  nor shall a single or partial  exercise  thereof preclude any other or
further exercise of any other right,  power or privilege.  (ii) ASSIGNMENT.  All
rights of Bank hereunder are freely  assignable,  in whole or in part, and shall
inure to the benefit of and be enforceable by Bank, its successors,  assigns and
affiliates.  Debtor shall not assign its rights and interest  hereunder  without
the prior written  consent of Bank,  and any attempt by Debtor to assign without
Bank's prior written consent is null and void. Any assignment  shall not release
Debtor from the  Obligations.  This  Security  Agreement  shall be binding  upon
Debtor,  and the heirs,  personal  representatives,  successors,  and assigns of
Debtor.  (iii)  APPLICABLE  LAW:  CONFLICT  BETWEEN  DOCUMENTS.   This  Security
Agreement  shall be  governed  by and  construed  under the laws of the state in
which the  office  of Bank as stated  above is  located  without  regard to that
state's  conflict of laws  principles.  If any terms of this Security  Agreement
conflict with the terms of any commitment letter or loan proposal,  the terms of
this Security  Agreement shall control.  (iv)  JURISDICTION.  Debtor irrevocably
agrees to non-exclusive  personal  jurisdiction in the state in which the office
of Bank as stated above is located.  (v) SEVERABILITY.  If any provision of this
Security  Agreement shall be prohibited by or invalid under applicable law, such
provision  shall be  ineffective  but only to the extent or such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining  provisions of this Security Agreement.  (vi) NOTICES.  Any notices to
Debtor shall be sufficiently given. If in writing and mailed or delivered to the
address of Debtor shown above or such other address as provided  hereunder;  and
to Bank,  if in writing and mailed or delivered to Bank's  office  address shown
above or such other address as Bank may specify in writing from time to time. In
the event that the Debtor changes  Debtor's mailing address at any time prior to
the date the  Obligations  are paid in full,  Debtor  agrees  to  promptly  give
written notice of said change of address by registered or certified mail, return
receipt requested, all charges prepaid. (vii) CAPTIONS. The captions contained


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herein are  inserted  for  convenience  only and shall not affect the meaning or
interpretation of this Security Agreement or any provision  thereof.  The use of
the plural shall also mean the singular,  and vice versa, (viii) LOAN DOCUMENTS.
The term "Loan  Documents"  refers to all  documents,  whether now or  hereafter
existing,  executed in connection with the Obligations and may include,  without
limitation  and  whether  executed  by  Borrower,  Debtor or others,  commitment
letters,  loan  agreements,  guaranty  agreements,  other  security  agreements,
letters of credit, instruments, financing statements, mortgages, deeds of trust,
deeds  to  secure  debt,  and any  amendments  or  supplements  (excluding  swap
agreements as defined in 11 U.S.C.  ss. 101). (ix) JOINT AND SEVERAL  LIABILITY.
If more than one person has signed this  Security  Agreement,  such  parties are
jointly and  severally  obligated  hereunder.  (x) BINDING  CONTRACT.  Debtor by
execution and Bank by acceptance  of this  Security  Agreement,  agree that each
party is bound by all terms and provisions of this Security Agreement.

IN WITNESS WHEREOF,  Debtor, on the day and year first written above, has caused
this Security Agreement to be executed under seal.

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

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















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