EXHIBIT 10.8

                                 PROMISSORY NOTE

$5,000,000.00                                                     March 10, 1999


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

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


                                IMPORTANT NOTICE

THIS NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER
OF  IMPORTANT  RIGHTS  YOU MAY HAVE AS A BORROWER  AND  ALLOWS  BANK TO OBTAIN A
JUDGMENT AGAINST YOU WITHOUT FURTHER NOTICE.

RENEWAL/MODIFICATION.  This Promissory Note renews, extends and/or modifies that
certain  Promissory Note dated April 25, 1997,  evidencing an original principal
indebtedness  of  Five  Million  Dollars  and  No  Cents  ($5,000,000.00).   The
Promissory Note is not a novation.

Borrower  promises  to pay to the order of Bank,  in lawful  money of the United
States of  America,  at its office  indicated  above or  wherever  else Bank may
specify, the sum of Five Million and No/100 Dollars  ($5,000,000.00) or such sum
as may be advanced and outstanding from time to time with interest on the unpaid
principal  balance at the rate and on the terms provided in this Promissory Note
(including all renewals, extensions or modifications hereof, this "Note").

SECURITY.  Borrower  has  granted  Bank a security  interest  in the  collateral
described  in the  Loan  Documents,  including,  but not  limited  to,  personal
property collateral described in that certain Security Agreement dated March 13,
1996.

INTEREST  RATE.  Interest shall accrue on the unpaid  principal  balance of each
Advance  (defined  herein)  under  this Note from the date such  Advance is made
available to the Borrower at the LIBOR Market Index rate plus 1.50% as that rate
may change from day to day in accordance  with changes in the LIBOR Market Index
rate ("Interest Rate").  "LIBOR Market Index Rate", for any day, is the rate for
1 month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m.,
London time, on such day, or if such day is not a London  business day, then the
immediately  preceding  London  business  day  (or if not so  reported,  then as
determined by Bank from another recognized source or Interbank quotation).

DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
Default  (defined  herein)  occurs  and as  long  as a  Default  continues,  all
outstanding  Obligations  shall  bear  interest  at the  Interest  Rate  plus 3%
("Default Rate").  The Default Rate shall also apply from acceleration until the
Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION  (ACTUAL/360).  Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual  number of days in the
applicable period ("Actual/360


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Computation").  The  Actual/360  Computation  determines  the  annual  effective
interest yield by taking the stated (nominal)  interest rate for a year's period
and then dividing  said rate by 360 to determine  the daily  periodic rate to be
applied for each day in the  applicable  period.  Application  of the Actual/360
Computation produces an annualized effective interest rate exceeding that of the
nominal rate.

REPAYMENT  TERMS.  This Note  shall be due and  payable in  consecutive  monthly
payments of accrued  interest only  commencing on April 1, 1999, and on the same
day of each month  thereafter  until fully paid. In any event, all principal and
accrued interest shall be due and payable on February 28, 2001.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations  shall be applied to accrued interest and then
to principal.  If a Default occurs,  monies may be applied to the Obligations in
any manner or order deemed appropriate by Bank.

If any  payment  received  by Bank under this Note or other  Loan  Documents  is
rescinded,  avoided or for any reason  returned  by Bank  because of any adverse
claim or threatened  action,  the returned  payment  shall remain  payable as an
obligation  of all persons  liable  under this Note or other Loan  Documents  as
though such payment had not been made.

LOAN DOCUMENTS AND OBLIGATIONS.  The term "Loan Documents" used in this Note and
other Loan  Documents  refers to all documents  executed in connection  with the
loan  evidenced  by this  Note and any prior  notes  which  evidence  all or any
portion of the loan evidenced by this Note, and may include, without limitation,
a commitment letter that survives closing, a loan agreement, this Note, guaranty
agreements,  security agreements,  security  instruments,  financing statements,
mortgage  instruments,  letters of credit  and any  renewals  or  modifications,
whenever any of the foregoing are executed, but does not include swap agreements
(as defined in 11 U.S.C. ss. 101).

The term  "Obligations" used in this Note refers to any and all indebtedness and
other  obligations  under this Note, all other  obligations under any other Loan
Document(s),  and all  obligations  under any swap  agreements  as defined in 11
U.S.C. ss. 101 between Borrower and Bank whenever executed.

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late charge equal to five percent (5%) of each payment past due for eight
(8) or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

If this Note is secured by  owner-occupied  residential  real  property  located
outside the state in which the office of Bank first shown above is located,  the
late charge laws of the state where the real  property is located shall apply to
this Note and the late charge shall be the highest amount  allowable  under such
laws. If no amount is stated  thereunder,  the late charge shall be five percent
(5%) of each payment past due for ten (10) or more days.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to enforce or  collect  any of the  Obligations,
including, without limitation, 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.

USURY.  Regardless of any other  provision of this Note or other Loan Documents,
if for any reason the  effective  interest  should  exceed  the  maximum  lawful
interest,  the effective interest shall be deemed reduced to, and shall be, such
maximum lawful  interest,  and (i) the amount which would be excessive  interest
shall be deemed  applied to the reduction of the principal  balance of this Note
and not to the payment of interest,  and (ii) if the loan evidenced by this Note
has been or is thereby  paid in full,  the excess shall be returned to the party
paying  same,  such  application  to the  principal  balance of this Note or the
refunding of excess to be a complete settlement and acquittance thereof.


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DEFAULT.  If any of the following occurs, a Default  ("Default") under this Note
shall  exist:  NONPAYMENT;  NONPERFORMANCE.  The  failure  of timely  payment or
performance  of the  Obligations  or  Default  under this Note or any other Loan
Documents.  FALSE WARRANTY.  A warranty or representation made or deemed made in
the Loan  Documents or furnished  Bank in connection  with the loan evidenced by
this  Note  proves  materially  false,  or if of a  continuing  nature,  becomes
materially  false.  CROSS DEFAULT.  At Bank's option,  any default in payment or
performance of any obligation under any other loans,  contracts or agreements of
Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the
holder(s)  of the  majority  ownership  interests  of Borrower  with Bank or its
affiliates  ("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 or outstanding voting stock is owned directly or indirectly by
Borrower).  CESSATION;  BANKRUPTCY.  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 Borrower,
its  Subsidiaries  or  Affiliates,  if any,  or any  general  partner  of or the
holder(s) of the majority ownership  interests of Borrower,  or any party to the
Loan Documents. MATERIAL CAPITAL STRUCTURE OR BUSINESS ALTERATION. Without prior
written  consent  of  Bank,  (i) a  material  alteration  in the kind or type of
Borrower's  business or that of Borrower's  Subsidiaries or Affiliates,  if any;
(ii) the sale of substantially all of the business or assets of Borrower, any of
Borrower's  Subsidiaries or Affiliates or any guarantor,  or a material  portion
(10% or more) of such  business or assets if such a sale is outside the ordinary
course of business of Borrower, or any of Borrower's  Subsidiaries or Affiliates
or any guarantor,  or more than 50% of the outstanding  stock or voting power of
or in a single transaction or a series of transactions; (iii) the acquisition of
substantially  all of the business or assets or more than 50% of the outstanding
stock or voting power of any other entity;  or (iv) should any Borrower,  or any
of borrower's Subsidiaries or Affiliates, or any guarantor enter into any merger
or consolidation.

REMEDIES  UPON  DEFAULT.  If a  Default  occurs  under  this  Note  or any  Loan
Documents,  Bank may at any time thereafter,  take the following  actions:  BANK
LIEN.  Foreclose  its  security  interest or lien  against  Borrower's  accounts
without notice.  ACCELERATION UPON DEFAULT. Accelerate the maturity of this Note
and  all  other  of the  Obligations  shall  be  immediately  due  and  payable.
CUMULATIVE.  Exercise  any rights and  remedies as  provided  under the Note and
other Loan Documents, or as provided by law or equity.

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.

YEAR 2000 COMPATIBILITY. Borrower shall take all action necessary to assure that
Borrower's  computer based systems are able to operate and  effectively  process
data  including  dates on and after  January  1, 2000.  At the  request of Bank,
Borrower shall provide Bank assurance acceptable to Bank of Borrower's Year 2000
compatibility.

CONFESSION OF JUDGMENT. Each Borrower hereby duly constitutes and appoints Keith
M. Northern,  Gregory A. Baugher (each of whom is an officer of Bank),  and Bank
through an officer duly  authorized by Bank,  (any of the foregoing may act), as
the true and lawful  attorneys-in-fact  for them, in any and all of their names,
place and stead,  and upon the  occurrence  of a Default  in the  payment of the
Obligations due under this Note, at maturity,  or upon acceleration,  to confess
judgment against them or any of them, in favor of Bank,  before the Clerk of the
Circuit Court for City of Roanoke,  Virginia,  in  accordance  with 1950 Code of
Virginia  Section 8.01-431 et seq., and any successor  statute,  for all amounts
owed with respect to the  Obligations  under and pursuant to this Not including,
without  limitation,  all costs of collection and  attorneys'  fees in an amount
equal  to 15%  of the  Obligations  then  outstanding  (which  shall  be  deemed
reasonable attorneys' fees for the purposes of this paragraph), and court costs,
hereby ratifying and confirming the acts of said  attorney-in-fact as if done by
themselves.  Upon request of Bank,  each  Borrower  will execute an amendment or
other  agreement  substituting  attorneys-in-fact  appointed  to  act  for  each
Borrower hereunder.


                                   Page 3 of 5

<PAGE>


WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan  Documents  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 the same  Default on a future  occasion.  Neither the failure nor any
delay on the part of Bank in exercising any right,  power,  or remedy under this
Note and other Loan  Documents  shall operate as a waiver  thereof,  nor shall a
single or  partial  exercise  thereof  preclude  any other or  further  exercise
thereof or the exercise of any other right, power or remedy.

Each Borrower or any person liable under this Note waives presentment,  protest,
notice of  dishonor,  demand for  payment,  notice of  intention  to  accelerate
maturity,  notice  of  acceleration  of  maturity,  notice of sale and all other
demand for  payment  notices of any kind.  Further,  each  agrees  that Bank may
extend,  modify or renew this Note or make a novation of the loan  evidenced  by
this Note for any period and grant any releases, compromises or indulgences with
respect  to any  collateral  securing  this Note,  or with  respect to any other
Borrower or any other person liable under this Note or other Loan Documents, all
without  notice to or consent of each  Borrower or each person who may be liable
under this Note or other Loan  Documents and without  affecting the liability of
Borrower  or any  person  who  may be  liable  under  this  Note or  other  Loan
Documents.

MISCELLANEOUS PROVISIONS.  ASSIGNMENT.  This Note and other Loan Documents shall
inure to the benefit of and be binding  upon the  parties  and their  respective
heirs, legal  representatives,  successors and assigns.  Bank's interests in and
rights under this Note and other Loan Documents are freely assignable,  in whole
or in part,  by  Bank.  In  addition,  nothing  in this  Note or any of the Loan
Documents shall prohibit Bank from pledging or assigning this Note or any of the
Loan  Documents or any interest  therein to any Federal  Reserve Bank.  Borrower
shall not assign its rights and  interest  hereunder  without the prior  written
consent of Bank,  and any  attempt by Borrower to assign  without  Bank's  prior
written consent is null and void. Any assignment shall not release Borrower from
the Obligations.  APPLICATION LAW;  CONFLICT  BETWEEN  DOCUMENTS.  This Note and
other Loan  Documents  shall be governed by and construed  under the laws of the
state  where Bank first shown above is located  without  regard to that  state's
conflict of laws principles.  If the terms of this Note should conflict with the
terms of the Loan Agreement or any commitment letter that survives closing,  the
terms of this Note shall control.  BORROWER'S ACCOUNTS.  Except as prohibited by
law, Borrower grants Bank a security interest in all of Borrower's accounts with
Bank and any of its affiliates.  JURISDICTION.  Borrower  irrevocably  agrees to
non-exclusive  personal  jurisdiction  in the state in which the  office of Bank
first shown above is located.  SEVERABILITY. If any provision of this Note or of
the other Loan Documents  shall be prohibited or invalid under  applicable  law,
such provision shall be ineffective  but only to the extent of such  prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining  provisions of this Note or other such document.  NOTICES. Any notices
to Borrower shall be  sufficiently  given, if in writing and mailed or delivered
to the  Borrower's  address  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 Borrower changes  Borrower's address at any time
prior to the date the Obligations are paid in full,  Borrower agrees to promptly
give written  notice of said change of address by registered or certified  mail,
return receipt requested,  all charges prepaid. PLURAL; CAPTIONS. All references
in the Loan Documents to Borrower, guarantor, person, document or other nouns of
reference  mean both the singular  and plural form,  as the case may be, and the
term  "person"  shall  mean any  individual,  person  or  entity.  The  captions
contained in the Loan Documents are inserted for convenience  only and shall not
affect the meaning or  interpretation  of the Loan Documents.  BINDING CONTRACT.
Borrower by  execution  of and Bank by  acceptance  of this Note agree that each
party is bound to all terms and provisions of this Note.  ADVANCES.  Bank in its
sole discretion may make other Advances under this Note pursuant hereto. POSTING
OF PAYMENTS.  All payments  received during normal banking hours after 2:00 p.m.
local time at the office of Bank first shown  above shall be deemed  received at
the  opening  of the next  banking  day.  JOINT AND  SEVERAL  OBLIGATIONS.  Each
Borrower is jointly and  severally  obligated  under this Note.  FEES AND TAXES.
Borrower  shall  promptly pay all  documentary,  intangible  recordation  and/or
similar taxes on this  transaction  whether  assessed at closing or arising from
time to time.

ARBITRATION.  Upon  demand of any party  hereto,  whether  made  before or after
institution of any judicial  proceeding any claim or controversy arising out of,
or relating to the Loan Documents between the parties hereto (a  "Dispute")shall
be resolved by binding arbitration conducted and governed by the


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 Commercial  Financial Disputes  Arbitration Rules (the "Arbitration  Rules") of
the American  Arbitration  Association  (the "AAA") and the Federal  Arbitration
Act.  Disputes  may include,  without  limitation,  tort claims,  counterclaims,
disputes  as to whether a matter is subject to  arbitration,  claims  brought as
class  actions,  or claims  arising  from  documents  executed in the future.  A
judgment  upon the  award  may be  entered  in any  court  having  jurisdiction.
Notwithstanding  the  foregoing,  this  arbitration  provision does not apply to
disputes under or related to swap agreements.

SPECIAL RULES. All arbitration  hearings shall be conducted in the city in which
the office of Bank first stated above is located.  A hearing  shall begin within
90 days of demand for arbitration and all hearings shall be concluded within 120
days of demand for  arbitration.  These  time  limitations  may not be  extended
unless a party shows cause for extension and then for no more than a total of 60
days. The expedited  procedures set forth in Rule 51 et seq. of the  Arbitration
Rules  shall be  applicable  to claims of less than  $1,000,000.00.  Arbitrators
shall be licensed  attorneys  selected  from the  Commercial  Financial  Dispute
Arbitration  Panel of the AAA. These parties do not waive applicable  Federal or
state substantive law except as provided herein.

PRESERVATION AND LIMITATION OF REMEDIES.  Notwithstanding  the preceding binding
arbitration  provisions,  the parties  agree to  preserve,  without  diminution,
certain  remedies  that any party may  exercise  before or after an  arbitration
proceeding is brought.  The parties shall have the right to proceed in any court
of proper  jurisdiction  or by self-help to exercise or prosecute  the following
remedies,  as  applicable:  (i) all  rights  to  foreclose  against  any real or
personal  property  or other  security  by  exercising  a power of sale or under
applicable  law by judicial  foreclosure  including a proceeding  to confirm the
sale;  (ii) all  rights  of  self-help  including  peaceful  occupation  of real
property and collection of rents,  set-off,  and peaceful possession of personal
property, (iii) obtaining provisional or ancillary remedies including injunctive
relief,  sequestration,  garnishment,  attachment,  appointment  of receiver and
filing  an  involuntary  bankruptcy  proceeding;  and (iv)  when  applicable,  a
judgment by confession of judgment.  Any claim or controversy with regard to any
party's  entitlement  to such  remedies is a Dispute.  Each party agrees that it
shall not have a remedy of punitive and exemplary  damages  against the other in
any Dispute and hereby waive any right or claim to punitive or exemplary damages
they have now or which may arise in the future in  connection  with any Dispute,
whether the Dispute is resolved by arbitration or judicially.

WAIVER OF JURY  TRIAL.  THE  PARTIES  ACKNOWLEDGE  THAT BY  AGREEING  TO BINDING
ARBITRATION THEY HAVE  IRREVOCABLY  WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL
WITH REGARD TO A DISPUTE.

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

                             OPTICAL CABLE CORPORATION

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

                       TAXPAYER INDENTIFICATION NUMBER(S):
                                           OPTICAL CABLE CORPORATION  54-1237042

49548


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<PAGE>


                                 PROMISSORY NOTE

$10, 000,000.00                                                   March 10, 1999


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

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


                                IMPORTANT NOTICE

THIS NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER
OF  IMPORTANT  RIGHTS  YOU MAY HAVE AS A BORROWER  AND  ALLOWS  BANK TO OBTAIN A
JUDGMENT AGAINST YOU WITHOUT FURTHER NOTICE.

RENEWAL/MODIFICATION.  This Promissory Note renews, extends and/or modifies that
certain  Promissory Note dated April 25, 1997,  evidencing an original principal
indebtedness  of  Ten  Million  Dollars  and  No  Cents  ($10,000,000.00).   The
Promissory Note is not a novation.

Borrower  promises  to pay to the order of Bank,  in lawful  money of the United
States of  America,  at its office  indicated  above or  wherever  else Bank may
specify, the sum of Ten Million and No/100 Dollars  ($10,000,000.00) or such sum
as may be advanced and outstanding from time to time with interest on the unpaid
principal  balance at the rate and on the terms provided in this Promissory Note
(including all renewals, extensions or modifications hereof, this "Note").

SECURITY.  Borrower  has  granted  Bank a security  interest  in the  collateral
described  in the  Loan  Documents,  including,  but not  limited  to,  personal
property collateral described in that certain Security Agreement dated March 13,
1996.

INTEREST  RATE.  Interest shall accrue on the unpaid  principal  balance of each
Advance  (defined  herein)  under  this Note from the date such  Advance is made
available to the Borrower at the LIBOR Market Index rate plus 1.50% as that rate
may change from day to day in accordance  with changes in the LIBOR Market Index
rate ("Interest Rate").  "LIBOR Market Index Rate", for any day, is the rate for
1 month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m.,
London time, on such day, or if such day is not a London  business day, then the
immediately  preceding  London  business  day  (or if not so  reported,  then as
determined by Bank from another recognized source or Interbank quotation).

DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
Default  (defined  herein)  occurs  and as  long  as a  Default  continues,  all
outstanding  Obligations  shall  bear  interest  at the  Interest  Rate  plus 3%
("Default Rate").  The Default Rate shall also apply from acceleration until the
Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION  (ACTUAL/360).  Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual  number of days in the
applicable  period  ("Actual/360   Computation").   The  Actual/360  Computation
determines the annual effective interest yield by taking the


                                   Page 1 of 6

<PAGE>


stated  (nominal)  interest rate for a year's period and then dividing said rate
by 360 to determine  the daily  periodic  rate to be applied for each day in the
applicable  period.  Application  of  the  Actual/360  Computation  produces  an
annualized effective interest rate exceeding that of the nominal rate.

REPAYMENT  TERMS.  This Note  shall be due and  payable in  consecutive  monthly
payments of accrued  interest only  commencing on April 1, 1999, and on the same
day of each month  thereafter  until fully paid. In any event, all principal and
accrued interest shall be due and payable on February 28, 2001.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations  shall be applied to accrued interest and then
to principal.  If a Default occurs,  monies may be applied to the Obligations in
any manner or order deemed appropriate by Bank.

If any  payment  received  by Bank under this Note or other  Loan  Documents  is
rescinded,  avoided or for any reason  returned  by Bank  because of any adverse
claim or threatened  action,  the returned  payment  shall remain  payable as an
obligation  of all persons  liable  under this Note or other Loan  Documents  as
though such payment had not been made.

LOAN DOCUMENTS AND OBLIGATIONS.  The term "Loan Documents" used in this Note and
other Loan  Documents  refers to all documents  executed in connection  with the
loan  evidenced  by this  Note and any prior  notes  which  evidence  all or any
portion of the loan evidenced by this Note, and may include, without limitation,
a commitment letter that survives closing, a loan agreement, this Note, guaranty
agreements,  security agreements,  security  instruments,  financing statements,
mortgage  instruments,  letters of credit  and any  renewals  or  modifications,
whenever any of the foregoing are executed, but does not include swap agreements
(as defined in 11 U.S.C. ss. 101).

The term  "Obligations" used in this Note refers to any and all indebtedness and
other  obligations  under this Note, all other  obligations under any other Loan
Document(s),  and all  obligations  under any swap  agreements  as defined in 11
U.S.C. ss. 101 between Borrower and Bank whenever executed.

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late charge equal to five percent (5%) of each payment past due for eight
(8) or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

If this Note is secured by  owner-occupied  residential  real  property  located
outside the state in which the office of Bank first shown above is located,  the
late charge laws of the state where the real  property is located shall apply to
this Note and the late charge shall be the highest amount  allowable  under such
laws. If no amount is stated  thereunder,  the late charge shall be five percent
(5%) of each payment past due for ten (10) or more days.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to enforce or  collect  any of the  Obligations,
including, without limitation, 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.

USURY.  Regardless of any other  provision of this Note or other Loan Documents,
if for any reason the  effective  interest  should  exceed  the  maximum  lawful
interest,  the effective interest shall be deemed reduced to, and shall be, such
maximum lawful  interest,  and (i) the amount which would be excessive  interest
shall be deemed  applied to the reduction of the principal  balance of this Note
and not to the payment of interest,  and (ii) if the loan evidenced by this Note
has been or is thereby  paid in full,  the excess shall be returned to the party
paying  same,  such  application  to the  principal  balance of this Note or the
refunding of excess to be a complete settlement and acquittance thereof.


                                   Page 2 of 6

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DEFAULT.  If any of the following occurs, a Default  ("Default") under this Note
shall  exist:  NONPAYMENT;  NONPERFORMANCE.  The  failure  of timely  payment or
performance  of the  Obligations  or  Default  under this Note or any other Loan
Documents.  FALSE WARRANTY.  A warranty or representation made or deemed made in
the Loan  Documents or furnished  Bank in connection  with the loan evidenced by
this  Note  proves  materially  false,  or if of a  continuing  nature,  becomes
materially  false.  CROSS DEFAULT.  At Bank's option,  any default in payment or
performance of any obligation under any other loans,  contracts or agreements of
Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the
holder(s)  of the  majority  ownership  interests  of Borrower  with Bank or its
affiliates  ("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 or outstanding voting stock is owned directly or indirectly by
Borrower).  CESSATION;  BANKRUPTCY.  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 Borrower,
its  Subsidiaries  or  Affiliates,  if any,  or any  general  partner  of or the
holder(s) of the majority ownership  interests of Borrower,  or any party to the
Loan Documents. MATERIAL CAPITAL STRUCTURE OR BUSINESS ALTERATION. Without prior
written  consent  of  Bank,  (i) a  material  alteration  in the kind or type of
Borrower's  business or that of Borrower's  Subsidiaries or Affiliates,  if any;
(ii) the sale of substantially all of the business or assets of Borrower, any of
Borrower's  Subsidiaries or Affiliates or any guarantor,  or a material  portion
(10% or more) of such  business or assets if such a sale is outside the ordinary
course of business of Borrower, or any of Borrower's  Subsidiaries or Affiliates
or any guarantor,  or more than 50% of the outstanding  stock or voting power of
or in a single transaction or a series of transactions; (iii) the acquisition of
substantially  all of the business or assets or more than 50% of the outstanding
stock or voting power of any other entity;  or (iv) should any Borrower,  or any
of borrower's Subsidiaries or Affiliates, or any guarantor enter into any merger
or consolidation.

REMEDIES  UPON  DEFAULT.  If a  Default  occurs  under  this  Note  or any  Loan
Documents,  Bank may at any time thereafter,  take the following  actions:  BANK
LIEN.  Foreclose  its  security  interest or lien  against  Borrower's  accounts
without notice.  ACCELERATION UPON DEFAULT. Accelerate the maturity of this Note
and  all  other  of the  Obligations  shall  be  immediately  due  and  payable.
CUMULATIVE.  Exercise  any rights and  remedies as  provided  under the Note and
other Loan Documents, or as provided by law or equity.

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.

YEAR 2000 COMPATIBILITY. Borrower shall take all action necessary to assure that
Borrower's  computer based systems are able to operate and  effectively  process
data  including  dates on and after  January  1, 2000.  At the  request of Bank,
Borrower shall provide Bank assurance acceptable to Bank of Borrower's Year 2000
compatibility.

CONFESSION OF JUDGMENT. Each Borrower hereby duly constitutes and appoints Keith
M. Northern,  Gregory A. Baugher (each of whom is an officer of Bank),  and Bank
through an officer duly  authorized by Bank,  (any of the foregoing may act), as
the true and lawful  attorneys-in-fact  for them, in any and all of their names,
place and stead,  and upon the  occurrence  of a Default  in the  payment of the
Obligations due under this Note, at maturity,  or upon acceleration,  to confess
judgment against them or any of them, in favor of Bank,  before the Clerk of the
Circuit Court for City of Roanoke,  Virginia,  in  accordance  with 1950 Code of
Virginia  Section 8.01-431 et seq., and any successor  statute,  for all amounts
owed with respect to the  Obligations  under and pursuant to this Not including,
without  limitation,  all costs of collection and  attorneys'  fees in an amount
equal  to 15%  of the  Obligations  then  outstanding  (which  shall  be  deemed
reasonable attorneys' fees for the purposes of this paragraph), and court costs,
hereby ratifying and confirming the acts of said  attorney-in-fact as if done by
themselves.  Upon request of Bank,  each  Borrower  will execute an amendment or
other  agreement  substituting  attorneys-in-fact  appointed  to  act  for  each
Borrower hereunder.


                                   Page 3 of 6

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LINE OF CREDIT ADVANCES.  Borrower may borrow, repay and reborrow,  and Bank may
advance and readvance  under this Note  respectively  from time to time (each an
"Advance"  and  together  the  "Advances"),  so long as the  total  indebtedness
outstanding  at any one time does not exceed the principal  amount stated on the
face of this Note.  Bank's  obligation  to make  Advances  under this Note shall
terminate  if  Borrower  is in Default  under this Note.  As of the date of each
proposed Advance, Borrower shall be deemed to represent that each representation
made in the Loan Documents is true as of such date.

If Borrower  subscribes to Bank's cash management services and such services are
applicable  to this line of credit,  the terms of such service shall control the
manner in which funds are  transferred  between the  applicable  demand  deposit
account and the line of credit or debit to the line of credit.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan  Documents  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 the same  Default on a future  occasion.  Neither the failure nor any
delay on the part of Bank in exercising any right,  power,  or remedy under this
Note and other Loan  Documents  shall operate as a waiver  thereof,  nor shall a
single or  partial  exercise  thereof  preclude  any other or  further  exercise
thereof or the exercise of any other right, power or remedy.

Each Borrower or any person liable under this Note waives presentment,  protest,
notice of  dishonor,  demand for  payment,  notice of  intention  to  accelerate
maturity,  notice  of  acceleration  of  maturity,  notice of sale and all other
demand for  payment  notices of any kind.  Further,  each  agrees  that Bank may
extend,  modify or renew this Note or make a novation of the loan  evidenced  by
this Note for any period and grant any releases, compromises or indulgences with
respect  to any  collateral  securing  this Note,  or with  respect to any other
Borrower or any other person liable under this Note or other Loan Documents, all
without  notice to or consent of each  Borrower or each person who may be liable
under this Note or other Loan  Documents and without  affecting the liability of
Borrower  or any  person  who  may be  liable  under  this  Note or  other  Loan
Documents.

MISCELLANEOUS PROVISIONS.  ASSIGNMENT.  This Note and other Loan Documents shall
inure to the benefit of and be binding  upon the  parties  and their  respective
heirs, legal  representatives,  successors and assigns.  Bank's interests in and
rights under this Note and other Loan Documents are freely assignable,  in whole
or in part,  by  Bank.  In  addition,  nothing  in this  Note or any of the Loan
Documents shall prohibit Bank from pledging or assigning this Note or any of the
Loan  Documents or any interest  therein to any Federal  Reserve Bank.  Borrower
shall not assign its rights and  interest  hereunder  without the prior  written
consent of Bank,  and any  attempt by Borrower to assign  without  Bank's  prior
written consent is null and void. Any assignment shall not release Borrower from
the Obligations.  APPLICATION LAW;  CONFLICT  BETWEEN  DOCUMENTS.  This Note and
other Loan  Documents  shall be governed by and construed  under the laws of the
state  where Bank first shown above is located  without  regard to that  state's
conflict of laws principles.  If the terms of this Note should conflict with the
terms of the Loan Agreement or any commitment letter that survives closing,  the
terms of this Note shall control.  BORROWER'S ACCOUNTS.  Except as prohibited by
law, Borrower grants Bank a security interest in all of Borrower's accounts with
Bank and any of its affiliates.  JURISDICTION.  Borrower  irrevocably  agrees to
non-exclusive  personal  jurisdiction  in the state in which the  office of Bank
first shown above is located.  SEVERABILITY. If any provision of this Note or of
the other Loan Documents  shall be prohibited or invalid under  applicable  law,
such provision shall be ineffective  but only to the extent of such  prohibition
or  invalidity,  without  invalidating  the  remainder of such  provision or the
remaining  provisions of this Note or other such document.  NOTICES. Any notices
to Borrower shall be  sufficiently  given, if in writing and mailed or delivered
to the  Borrower's  address  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 Borrower changes  Borrower's address at any time
prior to the date the Obligations are paid in full,  Borrower agrees to promptly
give written  notice of said change of address by registered or certified  mail,
return receipt requested,  all charges prepaid. PLURAL; CAPTIONS. All references
in the Loan Documents to Borrower, guarantor, person, document or other nouns of
reference  mean both the singular  and plural form,  as the case may be, and the
term  "person"  shall  mean any  individual,  person  or  entity.  The  captions
contained in the Loan Documents are inserted for convenience  only and shall not
affect the meaning or interpretation of the Loan Documents.


                                   Page 4 of 6

<PAGE>


BINDING  CONTRACT.  Borrower by execution of and Bank by acceptance of this Note
agree  that  each  party is bound to all  terms  and  provisions  of this  Note.
ADVANCES.  Bank in its sole  discretion  may make other Advances under this Note
pursuant  hereto.  POSTING OF PAYMENTS.  All  payments  received  during  normal
banking hours after 2:00 p.m. local time at the office of Bank first shown above
shall be deemed  received  at the  opening of the next  banking  day.  JOINT AND
SEVERAL OBLIGATIONS. Each Borrower is jointly and severally obligated under this
Note. FEES AND TAXES.  Borrower shall promptly pay all  documentary,  intangible
recordation and/or similar taxes on this transaction whether assessed at closing
or arising from time to time.

ARBITRATION.  Upon  demand of any party  hereto,  whether  made  before or after
institution of any judicial  proceeding any claim or controversy arising out of,
or relating to the Loan Documents between the parties hereto (a  "Dispute")shall
be resolved by binding  arbitration  conducted  and  governed by the  Commercial
Financial Disputes  Arbitration Rules (the "Arbitration  Rules") of the American
Arbitration  Association (the "AAA") and the Federal  Arbitration Act.  Disputes
may include,  without  limitation,  tort claims,  counterclaims,  disputes as to
whether a matter is subject to arbitration,  claims brought as class actions, or
claims arising from documents  executed in the future. A judgment upon the award
may be entered in any court having jurisdiction.  Notwithstanding the foregoing,
this  arbitration  provision does not apply to disputes under or related to swap
agreements.

SPECIAL RULES. All arbitration  hearings shall be conducted in the city in which
the office of Bank first stated above is located.  A hearing  shall begin within
90 days of demand for arbitration and all hearings shall be concluded within 120
days of demand for  arbitration.  These  time  limitations  may not be  extended
unless a party shows cause for extension and then for no more than a total of 60
days. The expedited  procedures set forth in Rule 51 et seq. of the  Arbitration
Rules  shall be  applicable  to claims of less than  $1,000,000.00.  Arbitrators
shall be licensed  attorneys  selected  from the  Commercial  Financial  Dispute
Arbitration  Panel of the AAA. These parties do not waive applicable  Federal or
state substantive law except as provided herein.

PRESERVATION AND LIMITATION OF REMEDIES.  Notwithstanding  the preceding binding
arbitration  provisions,  the parties  agree to  preserve,  without  diminution,
certain  remedies  that any party may  exercise  before or after an  arbitration
proceeding is brought.  The parties shall have the right to proceed in any court
of proper  jurisdiction  or by self-help to exercise or prosecute  the following
remedies,  as  applicable:  (i) all  rights  to  foreclose  against  any real or
personal  property  or other  security  by  exercising  a power of sale or under
applicable  law by judicial  foreclosure  including a proceeding  to confirm the
sale;  (ii) all  rights  of  self-help  including  peaceful  occupation  of real
property and collection of rents,  set-off,  and peaceful possession of personal
property, (iii) obtaining provisional or ancillary remedies including injunctive
relief,  sequestration,  garnishment,  attachment,  appointment  of receiver and
filing  an  involuntary  bankruptcy  proceeding;  and (iv)  when  applicable,  a
judgment by confession of judgment.  Any claim or controversy with regard to any
party's  entitlement  to such  remedies is a Dispute.  Each party agrees that it
shall not have a remedy of punitive and exemplary  damages  against the other in
any Dispute and hereby waive any right or claim to punitive or exemplary damages
they have now or which may arise in the future in  connection  with any Dispute,
whether the Dispute is resolved by arbitration or judicially.

WAIVER OF JURY  TRIAL.  THE  PARTIES  ACKNOWLEDGE  THAT BY  AGREEING  TO BINDING
ARBITRATION THEY HAVE  IRREVOCABLY  WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL
WITH REGARD TO A DISPUTE.


                                   Page 5 of 6

<PAGE>


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

                             OPTICAL CABLE CORPORATION

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

                       TAXPAYER IDENTIFICATION NUMBER(S):
                                           OPTICAL CABLE CORPORATION  54-1237042

49548


                                   Page 6 of 6