EXHIBIT 10.2


                                   ASSIGNMENT


     WHEREAS, Robert Kopstein, an individual ("Assignor") desires to transfer to
Optical  Cable  Corporation,   a  Virginia  corporation  ("Assignee"),   all  of
Assignor's right, title and interest in and to any and all technology, know-how,
trade secrets and related  proprietary  information  utilized in the field of or
embodied  within  any and  all  cable  manufacturing  techniques  and  equipment
designs, including, but not limited to, any and all rights that were the subject
of that  certain  Royalty  Agreement,  dated  November  1, 1993,  by and between
Assignor and Assignee (collectively, the "Technology"); and
 
    WHEREAS,  Assignee is desirous of acquiring the  Technology  from Assignor;

     NOW,  THEREFORE,  for One  Dollar  ($1.00)  and  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Assignor  hereby sells,  assigns,  transfers and sets over unto Assignee and its
successors and assigns Assignor's entire right, title and interest in and to the
Technology  by this  assignment  (the  "Assignment")  to be held and  enjoyed by
Assignee  for  its  own use and  benefit  and  for  the use and  benefit  of its
subsidiaries, successors, assigns and legal representatives, for the full extent
of the life of the  Technology,  to be used as fully and entirely as such rights
would have been held and enjoyed by Assignor had the Assignment not been made.
     
     Assignor  covenants that Assignor has full power and authority to make this
Assignment,  that  there is no claim,  suit,  action or  proceeding  pending  or
threatened  against  Assignor  asserting that his use, or the Assignee's use, of
the Technology infringes upon the rights of any third parties, that Assignor has
agreed to execute such further assignments and

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related  documents  with  respect  to the  Technology  as may  be  necessary  or
desirable in order to complete the Assignment contemplated hereby, that Assignor
has no knowledge of any third party use of the  Technology  that  infringes upon
the  rights  to the  Technology,  that the  Technology  is free and clear of any
liens,  charges,  pledges,  security interests or other  encumbrances,  and that
Assignor did not  misappropriate  any proprietary  third party  information when
developing the Technology.

     In reliance upon the foregoing, the Assignee hereby accepts the Assignment.

     IN WITNESS WHEREOF, Assignor has executed the Assignment as of the 31st day
of October, 1994.

                                    /s/ Robert Kopstein
                                    -------------------
                                    ROBERT KOPSTEIN, an individual



                                    OPTICAL CABLE CORPORATION



                                    By /s/ Robert Kopstein
                                      -------------------
                                         Robert Kopstein
                                         Chairman of the Board, President
                                         and Chief Executive Officer


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