Exhibit 4.1




                          REGISTRATION RIGHTS AGREEMENT

            THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 15, 2002,
between the investor or investors signatory hereto (each an "Investor" and
together the "Investors"), and Fibercore, Inc., a Nevada corporation (the
"Company").

            WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Investors are purchasing from the Company, pursuant to the
Convertible Subordinated Debentures and Warrants Purchase Agreement, dated the
date hereof (the "Purchase Agreement") (CAPITALIZED TERMS NOT DEFINED HEREIN
SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE PURCHASE AGREEMENT), $6,000,000,
in the aggregate, principal amount of the Company's Convertible Subordinated
Debentures and Warrants; and

            WHEREAS, the Company desires to grant to the Investors the
registration rights set forth herein with respect to the Conversion Shares of
Common Stock issuable upon conversion of, or as interest upon, the Convertible
Subordinated Debentures, shares of Common Stock issuable upon exercise of the
Warrants purchased pursuant to the Purchase Agreement and shares issuable in the
event of a registration default pursuant to Section 3(f) (the "Securities").

            NOW, THEREFORE, the parties hereto mutually agree as follows:

            Section 1.  [INTENTIONALLY OMMITTED]

            Section 2. Restrictions on Transfer. Each Investor acknowledges and
understands that prior to the registration of the Securities as provided herein,
the Securities are "restricted securities" as defined in Rule 144 promulgated
under the Securities Act. Each Investor understands that no disposition or
transfer of the Securities may be made by Investor in the absence of (i) an
opinion of counsel to the Investor, in form and substance reasonably
satisfactory to the Company, that such transfer may be made without registration
under the Securities Act or (ii) such registration.

                  With a view to making available to the Investors the benefits
of Rule 144 under the Securities Act or any other similar rule or regulation of
the SEC that may at any time permit the Investors to sell securities of the
Company to the public without registration ("Rule 144"), the Company agrees to:

            (a) comply with the provisions of paragraph (c)(1) of Rule 144;

            (b) file with the SEC in a timely manner all reports and other
      documents required to be filed with the SEC pursuant to Section 13 or
      15(d) under the Exchange Act by companies subject to either of such
      sections, irrespective of whether the Company is then subject to such
      reporting requirements; and

            (c) upon request by the Transfer Agent, the Company shall provide
      the Transfer Agent an opinion of counsel, which opinion shall be
      reasonably acceptable to the Transfer Agent, that the Investor has
      complied with the applicable conditions of Rule 144 (or any similar
      provision then in force) under the Securities Act.

            Section 3.  Registration Rights With Respect to the Securities.

            (a) The Company agrees that it will prepare and file with the SEC,
      within 30 calendar days after the First Closing Date, a registration
      statement on Form S-3 (or such other appropriate registration statement
      form) under the Securities Act at the sole expense of the Company (except
      as provided in Section 3(c) hereof), in respect of the Investors, so as to
      permit the resale of the Securities purchased on the First and Second
      Closing Dates under the Act by the Investors as selling stockholders and
      not as underwriters. The Company agrees that it will prepare and file with
      the SEC, within 30 calendar days after any Subsequent Closing Date, a
      registration statement on Form S-3 (or such other appropriate registration
      statement form) under the Securities Act at the sole expense of the
      Company (except as provided in Section 3(c) hereof), in respect of the
      Investors, so as to permit the resale of the Securities purchased at such
      Subsequent Closing Date under the Act by the Investors as selling
      stockholders and not as underwriters.

            (b) The Company shall cause the Registration Statement registering
      the Securities purchased at the First and Second Closing to become
      effective within 60 calendar days (90 calendar days in the event of a
      review by the SEC) after the First Closing Date, or, if earlier, within 5
      days of SEC clearance to request acceleration of effectiveness. The
      Company shall cause the Registration Statement registering the Securities
      purchased the applicable Subsequent Closing to become effective within 60
      calendar days (90 calendar days in the event of a review by the SEC) after
      such Subsequent Closing date, or, if earlier, within 5 days of SEC
      clearance to request acceleration of effectiveness. The number of shares
      designated in the Registration Statement to be registered shall include
      all the applicable Warrant Shares, 100% of the already converted
      applicable Conversion Shares, if any, held by any Investor on the filing
      date and at least 200% of the greater of the number of shares which would
      be issuable upon the conversion of the principal amount of the applicable
      Convertible Subordinated Debentures issued and to be issued at the
      Mandatory Conversion Price in effect (i) on the Closing Date the
      applicable Registration Date is required to be filed, or (ii) on the date
      of the filing of such Registration Statement, and such number of shares as
      the Company deems prudent for the purpose of issuing shares of Common
      Stock as interest on the Convertible Subordinated Debentures, and shall
      include appropriate language regarding reliance upon Rule 416 to the
      extent permitted by the SEC. The Company will notify the Investors and the
      Company's transfer agent of the effectiveness of a Registration Statement
      within 1 Trading Day of such event. After an Effective Date, within 30
      days after the day on which the Holder gives notice to the Company that
      the number of Securities registered for resale by the Holder relating to
      such Effective Date, notwithstanding the limitation on conversion herein
      and in the Purchase Agreement, is less than 100% of the number of the
      Securities (calculated at the Mandatory Conversion Price on such date)
      held by the Holder on such date (the "Further Registration Date"), the
      Company shall file a further registration statement registering a number
      of shares of Common Stock to the extent that at least 200% of the shares
      which would be required to be issued upon the conversion of the remaining
      applicable Convertible Subordinated Debentures at the Mandatory Conversion
      Price on the date of the filing of such further registration statement are
      registered and shall prosecute such additional registration statement to
      effectiveness within 60 calendar days of the Further Registration Date (90
      calendar days in the event of a review by the SEC). As to any Registration
      Statement, each Investor shall have the right to convert all or any of its
      applicable Convertible Subordinated Debenture into up to a number of
      registered shares of Common Stock equal to such Investor's fraction of the
      aggregate Purchase Price for such Convertible Subordinated Debenture
      multiplied by the initially registered and, if applicable, subsequently
      registered Securities; provided, however, in no event shall this provision
      limit each Investor's right to convert its Convertible Subordinated
      Debenture into unregistered shares of Common Stock.

            (c) The Company will maintain each Registration Statement or
      post-effective amendment filed under this Section 3 effective under the
      Securities Act until the earlier of (i) the date that none of the
      Securities covered by such Registration Statement are or may become issued
      and outstanding, (ii) the date that all of the Securities registered
      thereunder have been sold pursuant to such Registration Statement, (iii)
      the date the Investors receive an opinion of counsel to the Company, which
      counsel shall be reasonably acceptable to the Investors, that the
      Securities registered thereunder may be sold under the provisions of Rule
      144 without limitation as to volume, (iv) all Securities registered
      thereunder have been otherwise transferred to persons who may trade such
      shares without restriction under the Securities Act, and the Company has
      delivered a new certificate or other evidence of ownership for such
      securities not bearing a restrictive legend, or (v) three (3) years from
      the applicable Effective Date.

            (d) All fees, disbursements and out-of-pocket expenses and costs
      incurred by the Company in connection with the preparation and filing of
      the Registration Statements hereunder and in complying with applicable
      securities and Blue Sky laws (including, without limitation, all
      attorneys' fees of the Company) shall be borne by the Company. The
      Investors shall bear the cost of underwriting and/or brokerage discounts,
      fees and commissions, if any, applicable to the Securities being
      registered and the fees and expenses of their counsel. Five Trading Days
      prior to the Trading Day on which the Company intends to file a
      Registration Statement or any amendment thereto (excluding amendments
      deemed to result from the filing of documents incorporated by reference
      therein), the Company shall deliver to the Investors and one firm of
      counsel representing the Investors, copies of such Registration Statement
      as proposed to be filed, which documents will be subject to review and
      comment by the Investors and such counsel, provided, however, that if the
      Investor or counsel to the Investor shall not within five Trading Days
      following receipt of such Registration Statement deliver written comments
      regarding such Registration Statement to the Company, the applicable time
      periods set forth in Sections 3(a) and Section 3(b) shall be extended by
      one Trading Day for each Trading Day on which the Investor or counsel to
      the Investor fails to deliver such written comments to the company
      following such initial five (5) Trading Day period. The Company shall
      provide each Investor with copies of any comment letters received from the
      SEC with respect thereto within 2 Trading Days of receipt thereof. The
      Company shall qualify any of the securities for sale in such states as any
      Investor reasonably designates and shall furnish indemnification in the
      manner provided in Section 6 hereof. However, the Company shall not be
      required to qualify in any state which will require an escrow or other
      restriction relating to the Company and/or the sellers, or which will
      require the Company to qualify to do business in such state or require the
      Company to file therein any general consent to service of process. The
      Company at its expense will supply the Investors with copies of the
      applicable Registration Statement and the prospectus included therein and
      other related documents in such quantities as may be reasonably requested
      by the Investors.

            (e) The Company shall not be required by this Section 3 to include
      an Investor's Registrable Securities in any Registration Statement which
      is to be filed if, in the opinion of counsel for both the Investor and the
      Company (or, should they not agree, in the opinion of another counsel
      experienced in securities law matters acceptable to counsel for the
      Investor and the Company) the proposed offering or other transfer as to
      which such registration is requested is exempt from applicable federal and
      state securities laws and would result in all purchasers or transferees
      obtaining securities which are not "restricted securities", as defined in
      Rule 144 under the Securities Act.

            (f) In the event that (i) a Registration Statement is not filed by
      the Company in a timely manner as set forth in Section 3(a), (ii) a
      Registration Statement is not declared effective by the SEC within the
      period of time set forth in Section 3(b) herein, or within 5 days of
      clearance by the SEC to request effectiveness, (iii) such Registration
      Statements are not maintained as effective by the Company for the period
      set forth in Section 3(c) above, or (iv) the additional registration
      statement referred to in Section 3(b) is not filed within 30 calendar days
      or declared effective within 60 calendar days (or, if applicable 90
      calendar days) as set forth therein (each a "Registration Default") then
      the Company will pay each Investor (pro-rata on a monthly basis), for each
      Registration Default then in effect, as liquidated damages and not as a
      penalty, during any period in which a Registration Default is occurring,
      2% per month (pro-rated to the number of days of the month elapsed) of (i)
      the then outstanding principal amount of the Convertible Subordinated
      Debentures, (ii) the value of any Conversion Shares and Warrant Shares
      already converted or exercised (valued at the average of all of the VWAPs
      during the applicable month multiplied by the number of such shares), and
      (iii) the value of any outstanding Warrants (valued at the difference
      between the average VWAP during the applicable month and the Exercise
      Price multiplied by the number of Warrant Shares the Warrants are
      exercisable into), held by such Investor until such corresponding
      Registration Default no longer exists ("Liquidated Damages"). Such payment
      of the Liquidated Damages shall be made to the Investors in cash, or, at
      the option of the Company, in registered shares of Common Stock (based on
      the Mandatory Conversion Price) on the Trading Day prior to the date of
      payment) on the last day of each month during which a Registration Default
      occurred or was continuing, without demand therefor by the Investor;
      provided, however, that the payment of the Liquidated Damages shall not
      relieve the Company from its obligations to register the Securities
      pursuant to this Section.

            If the Company does not remit the payment to the Investors as set
      forth above, the Company will pay the Investors reasonable costs of
      collection, including attorneys' fees, in addition to the Liquidated
      Damages and interest of 18% per annum on any liquidated damage payments
      not made in a timely manner as set forth above. The registration of the
      Securities pursuant to this provision shall not affect or limit the
      Investors' other rights or remedies as set forth in this Agreement.

            (g) Except as set forth on Schedule A hereto, the Company shall be
      precluded from including in any registration statement which is required
      to be filed pursuant to this Section 3 any other securities apart from the
      Registrable Securities, without the prior written consent of a majority in
      interest of the Investors. Until after the Effective Date of the
      Registration Statement registering the Securities relating to the First
      and Second Closing, the Company shall be precluded from filing any other
      registration statements other than on Form S-8 or Form S-4. During the
      periods beginning on any Subsequent Closing Date until the Effective Date
      relating to such Subsequent Closing Date, the Company shall be precluded
      from filing any other registration statements other than on Form S-8 or
      Form S-4.

            (h) If at any time or from time to time after the Effective Date of
      any Registration Statement, the Company notifies the Investors in writing
      of the existence of a Potential Material Event (as defined in Section 3(i)
      below), the Investors shall not offer or sell any Securities or engage in
      any other transaction involving or relating to Securities, from the time
      of the giving of notice with respect to a Potential Material Event until
      the Investors receive written notice from the Company that such Potential
      Material Event either has been disclosed to the public or no longer
      constitutes a Potential Material Event; provided, however, that the
      Company may not so suspend the right to such holders of Securities for
      more than twenty-two (22) Trading Days in the aggregate during any twelve
      month period, during the period a Registration Statement is required to be
      in effect, and if such period is exceeded, such event shall be a
      Registration Default and subject to Liquidated Damages as set forth in
      Section 3(f) hereof. THE COMPANY MUST GIVE THE INVESTORS NOTICE IN WRITING
      PRIOR TO THE FIRST DAY OF THE BLACKOUT PERIOD IMMEDIATELY UPON KNOWLEDGE
      THAT SUCH A BLACKOUT PERIOD (WITHOUT INDICATING THE NATURE OF SUCH
      POTENTIAL MATERIAL EVENT) WILL OCCUR AND SUCH NOTICE MUST BE ACKNOWLEDGED
      IN WRITING BY THE INVESTORS. FAILURE TO PROVIDE THE INVESTORS WITH SUCH
      NOTICE SHALL CONSTITUTE A REGISTRATION DEFAULT DURING THE ENTIRE
      APPLICABLE PERIOD THAT A REGISTRATION STATEMENT IS SUSPENDED. Compliance
      by the Company with this Section 3(h) will not result in or be deemed a
      breach of any of the Company's obligations set forth in the Purchase
      Agreement not to disclose non-public information to the Investors.

            (i) "Potential Material Event" means any of the following: (a) the
      possession by the Company of material information not ripe for disclosure
      in a registration statement, as determined in good faith by the Chief
      Executive Officer or the Board of Directors of the Company that disclosure
      of such information in a Registration Statement would be detrimental to
      the business and affairs of the Company; or (b) any material engagement or
      activity by the Company which would, in the good faith determination of
      the Chief Executive Officer or the Board of Directors of the Company, be
      adversely affected by disclosure in a registration statement at such time,
      which determination shall be accompanied by a good faith determination by
      the Chief Executive Officer or the Board of Directors of the Company that
      the applicable Registration Statement would be materially misleading
      absent the inclusion of such information.

            Section 4. Cooperation with Company. The Investors will cooperate
with the Company in all respects in connection with this Agreement, including
timely supplying all information reasonably requested by the Company (which
shall include all information regarding the Investors and proposed manner of
sale of the Registrable Securities required to be disclosed in any Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing their obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering. Nothing
in this Agreement shall obligate any Investor to consent to be named as an
underwriter in any Registration Statement unless the SEC or applicable law
requires the Investor to be named. The obligation of the Company to register the
Registrable Securities shall be absolute and unconditional as to those
Securities which the SEC will permit to be registered without naming the
Investors as underwriters. Any delay or delays caused by the Investors by
failure to cooperate as required hereunder shall not constitute a Registration
Default.

            Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Act, the Company shall (except as
otherwise provided in this Agreement), as expeditiously as possible, subject to
the Investors' assistance and cooperation as reasonably required with respect to
each Registration Statement:

            (a) (i) prepare and file with the SEC such amendments and
      supplements to the Registration Statements and the prospectus used in
      connection therewith as may be necessary to keep such Registration
      Statement effective and to comply with the provisions of the Act with
      respect to the sale or other disposition of all Registrable Securities
      covered by such Registration Statement whenever the Investors shall desire
      to sell or otherwise dispose of the same (including prospectus supplements
      with respect to the sales of Registrable Securities from time to time in
      connection with a registration statement pursuant to Rule 415 promulgated
      under the Act) and (ii) take all lawful action such that each of (A) the
      Registration Statements and any amendments thereto do not, when they
      becomes effective, contain an untrue statement of a material fact or omit
      to state a material fact required to be stated therein or necessary to
      make the statements therein, in light of the circumstances under which
      they were made, not misleading and (B) the prospectus forming part of the
      Registration Statements, and any amendment or supplement thereto, does not
      at any time during the Registration Period include an untrue statement of
      a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading;

            (b) (i) prior to the filing with the SEC of any Registration
      Statement (including any amendments thereto) and the distribution or
      delivery of any prospectus (including any supplements thereto), provide
      draft copies thereof to the Investors as required by Section 3(d) and
      reflect in such documents all such comments as the Investors (and their
      counsel) reasonably may propose respecting the Selling Shareholders and
      Plan of Distribution sections (or equivalents); (ii) furnish to each
      Investor such numbers of copies of a prospectus including a preliminary
      prospectus or any amendment or supplement to any prospectus, as
      applicable, in conformity with the requirements of the Act, and such other
      documents, as such Investor may reasonably request in order to facilitate
      the public sale or other disposition of the Registrable Securities owned
      by such Investor; and (iii) provide to each Investor copies of any
      comments and communications from the SEC relating to any Registration
      Statement, if lawful to do so;

            (c) register and qualify the Registrable Securities covered by any
      Registration Statement under such other securities or blue sky laws of
      such jurisdictions as the Investors shall reasonably request (subject to
      the limitations set forth in Section 3(d) above), and do any and all other
      acts and things which may be necessary or advisable to enable each
      Investor to consummate the public sale or other disposition in such
      jurisdiction of the Registrable Securities owned by such Investor;

            (d) list such Registrable Securities on the Principal Market, if the
      listing of such Registrable Securities is then permitted under the rules
      of such Principal Market;

            (e) notify each Investor at any time when a prospectus relating
      thereto covered by any Registration Statement is required to be delivered
      under the Act, of the happening of any event of which it has knowledge as
      a result of which the prospectus included in any Registration Statement,
      as then in effect, includes an untrue statement of a material fact or
      omits to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading in the light of the
      circumstances then existing, subject to Section 3(h), and the Company
      shall prepare and file a curative amendment under Section 5(a) as quickly
      as commercially possible and during such period, the Investors shall not
      make any sales of Registrable Securities pursuant to a Registration
      Statement and during such period; provided, however, any period during
      which the Investors are precluded from making sales of the Registrable
      Securities shall be included in the 20 calendar day period in Section 3(h)
      and any such days herein which exceed, or cause the Company to exceed,
      such 20 calendar day period shall be deemed a Registration Default and the
      Company shall be subject to Liquidated Damages as set forth in Section
      3(f).

            (f) as promptly as practicable after becoming aware of such event,
      notify each Investor who holds Registrable Securities being sold (or, in
      the event of an underwritten offering, the managing underwriters) of the
      issuance by the SEC of any stop order or other suspension of the
      effectiveness of a Registration Statement at the earliest possible time
      and take all lawful action to effect the withdrawal, recession or removal
      of such stop order or other suspension;

            (g) cooperate with the Investors to facilitate the timely
      preparation and delivery of certificates for the Registrable Securities to
      be offered pursuant to a Registration Statement and enable such
      certificates for the Registrable Securities to be in such denominations or
      amounts, as the case may be, as the Investors reasonably may request and
      registered in such names as the Investors may request; and, within 4
      Trading Days after a Registration Statement which includes Registrable
      Securities is declared effective by the SEC, deliver and cause legal
      counsel selected by the Company to deliver to the transfer agent for the
      Registrable Securities (with copies to the Investors) an appropriate
      instruction and, to the extent necessary, an opinion of such counsel;

            (h) take all such other lawful actions reasonably necessary to
      expedite and facilitate the disposition by the Investors of their
      Registrable Securities in accordance with the intended methods therefor
      provided in the prospectus which are customary for issuers to perform
      under the circumstances;

            (i) in the event of an underwritten offering, promptly include or
      incorporate in a prospectus supplement or post-effective amendment to a
      Registration Statement such information as the managers reasonably agree
      should be included therein and to which the Company does not reasonably
      object and make all required filings of such prospectus supplement or
      post-effective amendment as soon as practicable after it is notified of
      the matters to be included or incorporated in such Prospectus supplement
      or post-effective amendment; and

            (j)  maintain a transfer agent and registrar for its Common Stock.

            Section 6.  Indemnification.

            (a) To the maximum extent permitted by law, the Company agrees to
      indemnify and hold harmless the Investors and each person, if any, who
      controls an Investor within the meaning of the Securities Act (each a
      "Distributing Investor") against any losses, claims, damages or
      liabilities, joint or several (which shall, for all purposes of this
      Agreement, include, but not be limited to, all reasonable costs of defense
      and investigation and all reasonable attorneys' fees and expenses), to
      which the Distributing Investor may become subject, under the Securities
      Act or otherwise, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in
      any Registration Statement, or any related final prospectus or amendment
      or supplement thereto, or arise out of or are based upon the omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading;
      provided, however, that the Company will not be liable in any such case to
      the extent, and only to the extent, that any such loss, claim, damage or
      liability arises out of or is based upon an untrue statement or alleged
      untrue statement or omission or alleged omission made in such Registration
      Statement, preliminary prospectus, final prospectus or amendment or
      supplement thereto in reliance upon, and in conformity with, written
      information furnished to the Company by the Distributing Investor, its
      counsel, affiliates or any underwriter, specifically for use in the
      preparation thereof or by such Investor's failure to deliver to the
      purchaser a copy of the most recent prospectus (including any amendments
      or supplements thereto). This indemnity agreement will be in addition to
      any liability, which the Company may otherwise have.

            (b) To the maximum extent permitted by law, each Distributing
      Investor agrees that it will indemnify and hold harmless the Company, and
      each officer and director of the Company or person, if any, who controls
      the Company within the meaning of the Securities Act, against any losses,
      claims, damages or liabilities (which shall, for all purposes of this
      Agreement, include, but not be limited to, all reasonable costs of defense
      and investigation and all reasonable attorneys' fees and expenses) to
      which the Company or any such officer, director or controlling person may
      become subject under the Securities Act or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue
      statement of any material fact contained in any Registration Statement, or
      any related final prospectus or amendment or supplement thereto, or arise
      out of or are based upon the omission or the alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the statements therein not misleading, but in each case only to the extent
      that such untrue statement or alleged untrue statement or omission or
      alleged omission was made in such Registration Statement, final prospectus
      or amendment or supplement thereto in reliance upon, and in conformity
      with, written information furnished to the Company by such Distributing
      Investor, its counsel, affiliates or any underwriter, specifically for use
      in the preparation thereof. This indemnity agreement will be in addition
      to any liability, which the Distributing Investor may otherwise have.
      Notwithstanding anything to the contrary herein, the Distributing Investor
      shall be liable under this Section 6(b) for only that amount as does not
      exceed the net proceeds to such Distributing Investor as a result of the
      sale of Registrable Securities pursuant to any Registration Statement.

            (c) Promptly after receipt by an indemnified party under this
      Section 6 of notice of the commencement of any action against such
      indemnified party, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section 6,
      notify the indemnifying party in writing of the commencement thereof; but
      the omission so to notify the indemnifying party will not relieve the
      indemnifying party from any liability which it may have to any indemnified
      party except to the extent the failure of the indemnified party to provide
      such written notification actually prejudices the ability of the
      indemnifying party to defend such action. In case any such action is
      brought against any indemnified party, and it notifies the indemnifying
      party of the commencement thereof, the indemnifying party will be entitled
      to participate in, and, to the extent that it may wish, jointly with any
      other indemnifying party similarly notified, assume the defense thereof,
      subject to the provisions herein stated and after notice from the
      indemnifying party to such indemnified party of its election so to assume
      the defense thereof, the indemnifying party will not be liable to such
      indemnified party under this Section 6 for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the
      defense thereof other than reasonable costs of investigation, unless the
      indemnifying party shall not pursue the action to its final conclusion.
      The indemnified parties as a group shall have the right to employ one
      separate counsel in any such action and to participate in the defense
      thereof, but the fees and expenses of such counsel shall not be at the
      expense of the indemnifying party if the indemnifying party has assumed
      the defense of the action with counsel reasonably satisfactory to the
      indemnified party unless (i) the employment of such counsel has been
      specifically authorized in writing by the indemnifying party, or (ii) the
      named parties to any such action (including any impleaded parties) include
      both the indemnified party and the indemnifying party and the indemnified
      party shall have been advised by its counsel that there may be one or more
      legal defenses available to the indemnifying party different from or in
      conflict with any legal defenses which may be available to the indemnified
      party or any other indemnified party (in which case the indemnifying party
      shall not have the right to assume the defense of such action on behalf of
      such indemnified party, it being understood, however, that the
      indemnifying party shall, in connection with any one such action or
      separate but substantially similar or related actions in the same
      jurisdiction arising out of the same general allegations or circumstances,
      be liable only for the reasonable fees and expenses of one separate firm
      of attorneys for the indemnified party, which firm shall be designated in
      writing by the indemnified party). No settlement of any action against an
      indemnified party shall be made without the prior written consent of the
      indemnified party, which consent shall not be unreasonably withheld so
      long as such settlement includes a full release of claims against the
      indemnified party.

            All fees and expenses of the indemnified party (including reasonable
      costs of defense and investigation in a manner not inconsistent with this
      Section and all reasonable attorneys' fees and expenses) shall be paid to
      the indemnified party, as incurred, within ten (10) Trading Days of
      written notice thereof to the indemnifying party; provided, that the
      indemnifying party may require such indemnified party to undertake to
      reimburse all such fees and expenses to the extent it is finally
      judicially determined that such indemnified party is not entitled to
      indemnification hereunder.

            Section 7. Contribution. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
applicable Distributing Investor shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys' fees and
expenses), in either such case (after contribution from others) on the basis of
relative fault as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company on the one hand or the applicable Distributing Investor on the other
hand, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Distributing Investor agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 7. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section 7
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

            Notwithstanding any other provision of this Section 7, in no event
shall any Investor be required to undertake liability to any person under this
Section 7 for any amounts in excess of the dollar amount of the proceeds
received by such Investor from the sale of such Investor's Registrable
Securities (after deducting any fees, discounts and commissions applicable
thereto) pursuant to any Registration Statement under which such Registrable
Securities are registered under the Securities Act.

            Section 8. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) hand delivered,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by facsimile, addressed as set forth in the
Purchase Agreement or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the first business day following the date of sending
by reputable courier service, fully prepaid, addressed to such address, or (c)
upon actual receipt of such mailing, if mailed. Either party hereto may from
time to time change its address or facsimile number for notices under this
Section 8 by giving at least ten (10) days' prior written notice of such changed
address or facsimile number to the other party hereto.

            Section 9. Assignment. Neither this Agreement nor any rights of the
Company hereunder may be assigned by the Company to any other person. The
Investor's shall not assign this Agreement without the consent of the Company,
which consent shall not be unreasonably withheld. The provisions of this
Agreement shall inure to the benefit of, and be enforceable by, any permitted
transferee of any of the Convertible Subordinated Debentures and Warrants
purchased or acquired by any Investor hereunder with respect to the Convertible
Subordinated Debentures and Warrants held by such person. Notwithstanding
anything to the contrary herein, in no event shall an Investor assign this
Agreement to any persons, entity or company that, in the reasonable judgment of
the Company, are in direct competition with the Company, including but not
limited to, persons, entities or companies in the telecommunications industry,
data communications industry or the business of manufacturing optical fiber or
preform.

            Section 10. Additional Covenants of the Company. The Company agrees
that, for so long as it shall be required to maintain the effectiveness of any
Registration Statement, it shall file all reports and information required to be
filed by it with the SEC in a timely manner and take all such other action so as
to maintain such eligibility for the use of such form.

            Section 11. Counterparts/Facsimile. This Agreement may be executed
in two or more counterparts, each of which shall constitute an original, but all
of which, when together shall constitute but one and the same instrument, and
shall become effective when one or more counterparts have been signed by each
party hereto and delivered to the other parties. In lieu of the original, a
facsimile transmission or copy of the original shall be as effective and
enforceable as the original.

            Section 12. Remedies. The remedies provided in this Agreement are
cumulative and not exclusive of any remedies provided by law. If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction.

            Section 13. Conflicting Agreements. The Company shall not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the holders of Registrable Securities in this Agreement or
otherwise prevents the Company from complying with all of its obligations
hereunder.

            Section 14. Headings. The headings in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

            Section 15. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made in New York by persons domiciled in New York City and without
regard to its principles of conflicts of laws. The Company and each of the
Investors agree to submit themselves to the in personam jurisdiction of the
state and federal courts situated within the Southern District of the State of
New York with regard to any controversy arising out of or relating to this
Agreement. The non-prevailing party to any dispute hereunder shall pay the
expenses of the prevailing party, including reasonable attorneys' fees, in
connection with any such dispute.

                           ***************************
<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, as of the date first set forth above.

                                    FIBERCORE, INC.

                                    By: ______________________________________
                                        Robert P. Lobban, CFO


                                    INVESTORS:

                                    RIVERVIEW GROUP, LLC

                                    By: _____________________________________
                                    Name:
                                    Title:


                                    LATERMAN & CO.

                                    By: ____________________________________
                                        Bernard Laterman, Managing Partner


                                    FOREVERGREEN PARTNERS

                                    By: ____________________________________
                                        Bernard Laterman, Managing Partner


<PAGE>



                                   Schedule A
                                   ----------


1. Gruntal & Co., LLC (and its principals)1,108,292 shares of Common Stock
payable upon exercise of previously issued warrants Gruntal received as a
commission on the Crescent drawdowns.

2. Marc Drimer - 16,558 shares - already issued shares of Common Stock

3. Guido Roennefahrt - 20,057 already issued shares of Common Stock.

4. Felix Rebholz - 16,557 already issued shares of Common Stock.

5. Crescent International Ltd. - 1,108,292 already issued shares of common
stock.