Exhibit 4.5


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A
TRANSACTION THAT IS EXEMPT FROM SUCH REGISTRATION.

No. 1-2

                             STOCK PURCHASE WARRANT

                 To Purchase 80,000 Shares of Common Stock of

                               FIBERCORE, INC.

            THIS CERTIFIES that, for value received, Riverview Group, LLC (the
"Holder"), is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after
January 15, 2002 (the "Initial Exercise Date") and on or prior to the close of
business on the fourth anniversary of the Initial Exercise Date (the
"Termination Date") but not thereafter, to subscribe for and purchase from
Fibercore, Inc., a corporation incorporated in the State of Nevada (the
"Company"), up to 80,000 shares (the "Warrant Shares") of Common Stock, par
value $.001 per share, of the Company (the "Common Stock"). The purchase price
of one share of Common Stock (the "Exercise Price") under this Warrant shall be
$3.2368, subject to adjustment hereunder. The Exercise Price and the number of
Warrant Shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Convertible
Subordinated Debentures and Warrants Purchase Agreement (the "Purchase
Agreement"), dated January 15, 2002, between the Company and the investors
signatory thereto.


<PAGE>



            1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
Holder in person or by duly authorized attorney, upon surrender of this Warrant
together with the Assignment Form annexed hereto properly endorsed.

            2. Authorization of Shares. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this
Warrant, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such
issue).

            3. Exercise of Warrant.

               (a) Except as provided in Section 4 herein, exercise of the
      purchase rights represented by this Warrant may be made at any time or
      times on or after the Initial Exercise Date and on or before the
      Termination Date by the surrender of this Warrant and the Notice of
      Exercise Form annexed hereto duly executed, at the office of the Company
      (or such other office or agency of the Company as it may designate by
      notice in writing to the registered Holder at the address of such Holder
      appearing on the books of the Company) and upon payment of the Exercise
      Price of the shares thereby purchased by wire transfer or cashier's check
      drawn on a United States bank, the Holder shall be entitled to receive a
      certificate for the number of Warrant Shares so purchased. Certificates
      for shares purchased hereunder shall be delivered to the Holder within
      four (4) Trading Days after the date on which this Warrant shall have been
      exercised as aforesaid. This Warrant shall be deemed to have been
      exercised and such certificate or certificates shall be deemed to have
      been issued, and Holder or any other person so designated to be named
      therein shall be deemed to have become a holder of record of such shares
      for all purposes, as of the date the Warrant has been exercised by payment
      to the Company of the Exercise Price and all taxes required to be paid by
      the Holder, if any, pursuant to Section 5 prior to the issuance of such
      shares, have been paid. If the Company fails to deliver to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to
      this Section 3(a) by the third Trading Day after the date of exercise,
      then the Holder will have the right to rescind such exercise. In addition
      to any other rights available to the Holder, (i) if the Holder sells the
      shares it has exercised and the Holder has provided the Company evidence
      of such sale reasonably satisfactory to the Company (the "Sale"), and (ii)
      if the Company fails to deliver to the Holder such certificate or
      certificates by the 5th Trading Day after the date the Holder exercises
      this Warrant, and if after such 5th Trading Day the Holder purchases (in
      an open market transaction or otherwise) Common Stock to deliver in
      satisfaction of a sale by such Holder of the Warrant Shares which the
      Holder anticipated receiving upon such exercise (a "Buy-In"), then the
      Company shall (A) pay in cash to the Holder (in addition to any remedies
      available to or elected by the Holder) the amount by which (x) the
      Holder's total purchase price (including brokerage commissions, if any)
      for the Common Stock so purchased exceeds (y) the product of (1) the
      aggregate number of shares of Common Stock that such Holder anticipated
      receiving from the exercise at issue multiplied by (2) the per share price
      at which the Common Stock was sold pursuant to the Sale, and (B) at the
      option of the Holder, (x) deliver the Warrant Shares not yet delivered
      pursuant to such exercise and subject to this provision, or (y) reinstate
      the portion of this Warrant for which such exercise was not honored. For
      example, if the Holder purchases Common Stock having a total purchase
      price of $11,000 to cover a Buy-In with respect to an attempted exercise
      of this Warrant with respect to which the market price of the Warrant
      Shares on the date of exercise was a total of $10,000, the Company shall
      be required to pay the Holder $1,000. The Holder shall provide the Company
      written notice indicating the amounts payable to the Holder in respect of
      the Buy-In and the basis for determining such amount. Nothing herein shall
      limit the Holder's right to pursue any other remedies available to it
      hereunder, at law or in equity, including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the
      Company's failure to timely deliver certificates representing shares of
      Common Stock upon exercise of this Warrant as required pursuant to the
      terms hereof.

              (b) If this Warrant shall have been exercised in part, the Company
      shall, at the time of delivery of the certificate or certificates
      representing Warrant Shares, deliver to Holder a new Warrant evidencing
      the rights of Holder to purchase the unpurchased Warrant Shares called for
      by this Warrant, which new Warrant shall in all other respects be
      identical with this Warrant.

              (c) Notwithstanding anything herein to the contrary, in no event
      shall the Holder be permitted to exercise this Warrant for Warrant Shares
      to the extent that (i) the number of shares of Common Stock owned by such
      Holder (other than Warrant Shares issuable upon exercise of this Warrant)
      plus (ii) the number of Warrant Shares issuable upon exercise of this
      Warrant, would be equal to or exceed 4.9999% of the number of shares of
      Common Stock then issued and outstanding, including shares issuable upon
      exercise of this Warrant held by such Holder after application of this
      Section 3(c). As used herein, beneficial ownership shall be determined in
      accordance with Section 13(c) of the Exchange Act. To the extent that the
      limitation contained in this Section 3(c) applies, the determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by the Holder) and of which a portion of this Warrant is exercisable shall
      be in the sole discretion of such Holder, and the submission of a Notice
      of Exercise shall be deemed to be such Holder's determination of whether
      this Warrant is exercisable (in relation to other securities owned by such
      Holder) and of which portion of this Warrant is exercisable, in each case
      subject to such aggregate percentage limitation, and the Company shall
      have no obligation to verify or confirm the accuracy of such
      determination. Nothing contained herein shall be deemed to restrict the
      right of a Holder to exercise this Warrant into Warrant Shares at such
      time as such exercise will not violate the provisions of this Section
      3(c). The provisions of this Section 3(c) may be waived by the Holder
      upon, at the election of the Holder, not less than 61 days' prior notice
      to the Company, and the provisions of this Section 3(c) shall continue to
      apply until such 61st day (or such later date, as determined by the
      Holder, as may be specified in such notice of waiver). No exercise of this
      Warrant in violation of this Section 3(c) but otherwise in accordance with
      this Warrant shall affect the status of the Warrant Shares as validly
      issued, fully-paid and nonassessable.

              (d) At anytime beginning one (1) year from the date this Warrant
      is issued, in the event that the Registration Statement registering the
      Warrant Shares issuable hereunder is not then effective, this Warrant may
      also be exercised by means of a "cashless exercise" in which the Holder
      shall be entitled to receive a certificate for the number of Warrant
      Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
      where:

              (A) = the average of the high and low trading prices per share of
                    Common Stock on the Trading Day preceding the date of such
                    election;

              (B) = the Exercise Price of the Warrants; and

              (X) = the number of Warrant Shares issuable upon exercise of the
                    Warrants in accordance with the terms of this Warrant.

            4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

            5. Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate, all
of which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event certificates for
Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

            6. Closing of Books. The Company will not close its stockholder
      books or records in any manner which prevents the timely exercise of this
      Warrant.

            7. Transfer, Division and Combination.

              (a) Subject to compliance with any applicable securities laws,
      transfer of this Warrant and all rights hereunder, in whole or in part,
      shall be registered on the books of the Company to be maintained for such
      purpose, upon surrender of this Warrant at the principal office of the
      Company, together with a written assignment of this Warrant substantially
      in the form attached hereto duly executed by the Holder or its agent or
      attorney and funds sufficient to pay any transfer taxes payable upon the
      making of such transfer. In the event that the Holder wishes to transfer a
      portion of this Warrant, the Holder shall transfer at least 100,000 shares
      underlying this Warrant to any such transferee. Upon such surrender and,
      if required, such payment, the Company shall execute and deliver a new
      Warrant or Warrants in the name of the assignee or assignees and in the
      denomination or denominations specified in such instrument of assignment,
      and shall issue to the assignor a new Warrant evidencing the portion of
      this Warrant not so assigned, and this Warrant shall promptly be
      cancelled. A Warrant, if properly assigned, may be exercised by a new
      holder for the purchase of Warrant Shares without having a new Warrant
      issued. Notwithstanding any provision herein, the Holder shall not sell,
      assign, pledge, encumber, or otherwise transfer this Warrant or any rights
      hereunder to any person or entity without the consent of the Company,
      which consent shall not be unreasonably withheld; provided, however, in no
      event shall the Holder assign this Warrant to any person, 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.

              (b) This Warrant may be divided or combined with other Warrants
      upon presentation hereof at the aforesaid office of the Company, together
      with a written notice specifying the names and denominations in which new
      Warrants are to be issued, signed by the Holder or its agent or attorney.
      Subject to compliance with Section 7(a), as to any transfer which may be
      involved in such division or combination, the Company shall execute and
      deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
      to be divided or combined in accordance with such notice.

              (c) The Company shall prepare, issue and deliver at its own
      expense (other than transfer taxes) the new Warrant or Warrants under this
      Section 7.

              (d) The Company agrees to maintain, at its aforesaid office, books
      for the registration and the registration of transfer of the Warrants.

            8. No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price, the Warrant Shares so purchased shall
be and be deemed to be issued to such Holder as the record owner of such shares
as of the close of business on the later of the date of such surrender or
payment.

            9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond), and upon surrender and cancellation of
such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

           10. Saturdays, Sundays, Holidays, etc. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

           11. Adjustments of Exercise Price and Number of Warrant Shares.

              (a) Stock Splits, etc. The number and kind of securities
      purchasable upon the exercise of this Warrant and the Exercise Price shall
      be subject to adjustment from time to time upon the happening of any of
      the following. In case the Company shall (i) pay a dividend in shares of
      Common Stock or make a distribution in shares of Common Stock to holders
      of its outstanding Common Stock, (ii) subdivide its outstanding shares of
      Common Stock into a greater number of shares, (iii) combine its
      outstanding shares of Common Stock into a smaller number of shares of
      Common Stock, or (iv) issue any shares of its capital stock in a
      reclassification of the Common Stock, then the number of Warrant Shares
      purchasable upon exercise of this Warrant immediately prior thereto shall
      be adjusted so that the Holder shall be entitled to receive the kind and
      number of Warrant Shares or other securities of the Company which it would
      have owned or have been entitled to receive had such Warrant been
      exercised in advance thereof. Upon each such adjustment of the kind and
      number of Warrant Shares or other securities of the Company which are
      purchasable hereunder, the Holder shall thereafter be entitled to purchase
      the number of Warrant Shares or other securities resulting from such
      adjustment at an Exercise Price per Warrant Share or other security
      obtained by multiplying the Exercise Price in effect immediately prior to
      such adjustment by the number of Warrant Shares purchasable pursuant
      hereto immediately prior to such adjustment and dividing by the number of
      Warrant Shares or other securities of the Company resulting from such
      adjustment. An adjustment made pursuant to this paragraph shall become
      effective immediately after the effective date of such event retroactive
      to the record date, if any, for such event.

              (b) Anti-Dilution Provisions. During the Exercise Period, the
      Exercise Price and the number of Warrant Shares issuable hereunder and for
      which this Warrant is then exercisable pursuant to Section 1 hereof shall
      be subject to adjustment from time to time as provided in this Section
      11(b). In the event that any adjustment of the Exercise Price as required
      herein results in a fraction of a cent, such Exercise Price shall be
      rounded up or down to the nearest cent.

                  (i) Adjustment of Exercise Price. If and whenever the Company
            issues or sells, or in accordance with Section 8(b) hereof is deemed
            to have issued or sold, any shares of Common Stock for a
            consideration per share of less than the Set Price (as that term is
            defined in the Convertible Subordinated Debenture issued in
            connection herewith) or for no consideration (collectively, a
            "Dilutive Issuance"), then effective immediately upon the Dilutive
            Issuance, the Exercise Price will be reduced so that the Exercise
            Price in effect immediately following the Dilutive Issuance will be
            equal to the Exercise Price multiplied by a fraction, of which the
            denominator shall be the number of shares of the Common Stock
            (excluding treasury shares, if any) outstanding on the date of
            issuance of such Capital Share Equivalent plus the number of Capital
            Share Equivalents offered for subscription or purchase, and of which
            the numerator shall be the number of shares of the Common Stock
            (excluding treasury shares, if any) outstanding on the date of
            issuance of such Capital Share Equivalent plus the number of shares
            which the aggregate offering price of the total number of shares so
            offered would purchase at the Exercise Price.

                  (ii)  Effect  on  Exercise  Price  of  Certain  Events.  For
            purposes of determining the adjusted  Exercise Price under Section
            11(b) hereof, the following will be applicable:

                        (A) Issuance of Rights or Options. If the Company in any
                  manner issues or grants any warrants, rights or options,
                  whether or not immediately exercisable, to subscribe for or to
                  purchase Common Stock or other securities exercisable,
                  convertible into or exchangeable for Common Stock
                  (collectively "Convertible Securities") (such warrants, rights
                  and options to purchase Common Stock or Convertible Securities
                  are hereinafter referred to as "Options") and the price per
                  share for which Common Stock is issuable upon the exercise of
                  such Options is less than the Set Price (the Options so
                  priced, the "Below Set Price Options"), then the maximum total
                  number of shares of Common Stock issuable upon the exercise of
                  all such Below Set Price Options (assuming full exercise,
                  conversion or exchange of Convertible Securities, if
                  applicable) will, as of the date of the issuance or grant of
                  such Below Set Price Options, be deemed to be outstanding and
                  to have been issued and sold by the Company for such price per
                  share. For purposes of the preceding sentence, the "price per
                  share for which Common Stock is issuable upon the exercise of
                  such Below Set Price Options" is determined by dividing (i)
                  the total amount, if any, received or receivable by the
                  Company as consideration for the issuance or granting of all
                  such Below Set Price Options, plus the minimum aggregate
                  amount of additional consideration, if any, payable to the
                  Company upon the exercise of all such Below Set Price Options,
                  plus, in the case of Convertible Securities issuable upon the
                  exercise of such Below Set Price Options, the minimum
                  aggregate amount of additional consideration payable upon the
                  exercise, conversion or exchange thereof at the time such
                  Convertible Securities first become exercisable, convertible
                  or exchangeable, by (ii) the maximum total number of shares of
                  Common Stock issuable upon the exercise of all such Below Set
                  Price Options (assuming full conversion of Convertible
                  Securities, if applicable). No further adjustment to the
                  Exercise Price will be made upon the actual issuance of such
                  Common Stock upon the exercise of such Below Set Price Options
                  or upon the exercise, conversion or exchange of Convertible
                  Securities issuable upon exercise of such Below Set Price
                  Options.

                        (B) Issuance of Convertible Securities. If the Company
                  in any manner issues or sells any Convertible Securities,
                  whether or not immediately convertible (other than where the
                  same are issuable upon the exercise of Options) and the price
                  per share for which Common Stock is issuable upon such
                  exercise, conversion or exchange is less than the Set Price,
                  then the maximum total number of shares of Common Stock
                  issuable upon the exercise, conversion or exchange of all such
                  Convertible Securities will, as of the date of the issuance of
                  such Convertible Securities, be deemed to be outstanding and
                  to have been issued and sold by the Company for such price per
                  share. For the purposes of the preceding sentence, the "price
                  per share for which Common Stock is issuable upon such
                  exercise, conversion or exchange" is determined by dividing
                  (i) the total amount, if any, received or receivable by the
                  Company as consideration for the issuance or sale of all such
                  Convertible Securities, plus the minimum aggregate amount of
                  additional consideration, if any, payable to the Company upon
                  the exercise, conversion or exchange thereof at the time such
                  Convertible Securities first become exercisable, convertible
                  or exchangeable, by (ii) the maximum total number of shares of
                  Common Stock issuable upon the exercise, conversion or
                  exchange of all such Convertible Securities. No further
                  adjustment to the Exercise Price will be made upon the actual
                  issuance of such Common Stock upon exercise, conversion or
                  exchange of such Convertible Securities.

                        (C) Change in Option Price or Conversion Rate. If there
                  is a change at any time in (i) the amount of additional
                  consideration payable to the Company upon the exercise of any
                  Options; (ii) the amount of additional consideration, if any,
                  payable to the Company upon the exercise, conversion or
                  exchange of any Convertible Securities; or (iii) the rate at
                  which any Convertible Securities are convertible into or
                  exchangeable for Common Stock (in each such case, other than
                  under or by reason of provisions designed to protect against
                  dilution), the Exercise Price in effect at the time of such
                  change will be readjusted to the Exercise Price which would
                  have been in effect at such time had such Options or
                  Convertible Securities still outstanding provided for such
                  changed additional consideration or changed conversion rate,
                  as the case may be, at the time initially granted, issued or
                  sold.

                        (D) Treatment of Expired Options and Unexercised
                  Convertible Securities. If, in any case, the total number of
                  shares of Common Stock issuable upon exercise of any Option or
                  upon exercise, conversion or exchange of any Convertible
                  Securities is not, in fact, issued and the rights to exercise
                  such Option or to exercise, convert or exchange such
                  Convertible Securities shall have expired or terminated, the
                  Exercise Price then in effect will be readjusted to the
                  Exercise Price which would have been in effect at the time of
                  such expiration or termination had such Option or Convertible
                  Securities, to the extent outstanding immediately prior to
                  such expiration or termination (other than in respect of the
                  actual number of shares of Common Stock issued upon exercise
                  or conversion thereof), never been issued.

                        (E) Calculation of Consideration Received. If any Common
                  Stock, Options or Convertible Securities are issued, granted
                  or sold for cash, the consideration received therefor for
                  purposes of this Warrant will be the amount received by the
                  Company therefor, before deduction of reasonable commissions,
                  underwriting discounts or allowances or other reasonable
                  expenses paid or incurred by the Company in connection with
                  such issuance, grant or sale. In case any Common Stock,
                  Options or Convertible Securities are issued or sold for a
                  consideration part or all of which shall be other than cash,
                  the amount of the consideration other than cash received by
                  the Company will be the fair market value of such
                  consideration, except where such consideration consists of
                  securities, in which case the amount of consideration received
                  by the Company will be the Market Price thereof as of the date
                  of receipt. In case any Common Stock, Options or Convertible
                  Securities are issued in connection with any merger or
                  consolidation in which the Company is the surviving
                  corporation, the amount of consideration therefor will be
                  deemed to be the fair market value of such portion of the net
                  assets and business of the non-surviving corporation as is
                  attributable to such Common Stock, Options or Convertible
                  Securities, as the case may be. The fair market value of any
                  consideration other than cash or securities will be determined
                  in good faith by an investment banker or other appropriate
                  expert of national reputation selected by the Company and
                  reasonably acceptable to the holder hereof, with the costs of
                  such appraisal to be borne by the Company.

                        (F) Exceptions to Adjustment of Exercise Price. No
                  adjustment to the Exercise Price will be made (i) upon the
                  exercise of this Warrant or any other warrant of this series
                  or of any other series issued by the Company, or upon the
                  issuance, conversion, or redemption of, or payment of interest
                  under, any Convertible Securities issued pursuant to the
                  Purchase Agreement; (ii) upon the exercise or conversion of
                  any Convertible Securities, options or warrants issued and
                  outstanding on the initial issuance date of this Warrant;
                  (iii) upon the issuance of Common Stock or issuance, grant
                  exercise or conversion of any Convertible Securities which may
                  hereafter be issued, granted, exercised or converted (x) as
                  compensation to employees, consultants, brokers, investment
                  bankers or members of the Company's Board of Directors, or (y)
                  under any employee benefit plan of the Company now existing or
                  to be implemented in the future, so long as the issuance of
                  such Common Stock or Convertible Securities is approved by a
                  majority of the non-employee members of the Board of Directors
                  of the Company or a majority of the members of a committee of
                  non-employee directors established for such purpose; (iv) upon
                  the issuance of Common Stock or Convertible Securities in a
                  public offering, whether or not underwritten and upon the
                  exercise or conversion of such Convertible Securities; (v)
                  upon the issuance of Common Stock or Convertible Securities in
                  any transaction of the nature contemplated by Rule 145,
                  promulgated under the Securities Act; or (vi) in connection
                  with any strategic partnership or joint venture or acquisition
                  (the primary purpose of which is not to raise equity capital
                  for the Company) or (vii) the issuance of Common Stock or the
                  issuance, grant, exercise or conversion of Convertible
                  Securities issued to a bank or equipment lessor (pursuant to
                  transactions the primary purpose of which is not to raise
                  equity capital for the Company.

                  (iii) Notice of Adjustment. Upon the occurrence of any event
            which requires any adjustment of the Exercise Price, then, and in
            each such case, the Company shall give notice thereof to the holder
            of this Warrant, which notice shall state the Exercise Price
            resulting from such adjustment and the increase or decrease in the
            number of Warrant Shares purchasable at such price upon exercise,
            setting forth in reasonable detail the method of calculation and the
            facts upon which such calculation is based, provided that such
            notice shall not contain any material nonpublic information. Such
            calculation shall be certified by the chief financial officer of the
            Company.

                  (iv) Minimum Adjustment of Exercise Price. No adjustment of
            the Exercise Price shall be made in an amount of less than 1% of the
            Exercise Price in effect at the time such adjustment is otherwise
            required to be made, but any such lesser adjustment shall be carried
            forward and shall be made at the time and together with the next
            subsequent adjustment which, together with any adjustments so
            carried forward, shall amount to not less than 1% of such Exercise
            Price.

                  (v) Certain Events. If, at any time during the Exercise
            Period, any event occurs of the type contemplated by the adjustment
            provisions of this Section 11 but not expressly provided for by such
            provisions, the Company will give notice of such event as provided
            in Section 11 hereof, and the Company's Board of Directors will make
            an appropriate adjustment in the Exercise Price and the number of
            shares of Common Stock acquirable upon exercise of this Warrant so
            that the rights of the holder shall be neither enhanced nor
            diminished by such event.

                  (vi) Certain Definitions. "Common Stock Deemed Outstanding"
            shall mean the number of shares of Common Stock actually outstanding
            (not including shares of Common Stock held in the treasury of the
            Company), plus (x) in the case of any adjustment hereunder resulting
            from the issuance of any Options, the maximum total number of shares
            of Common Stock issuable upon the exercise of the Options for which
            the adjustment is required (including any Common Stock issuable upon
            the conversion of Convertible Securities issuable upon the exercise
            of such Options), and (y) in the case of any adjustment required
            hereunder resulting from the issuance of any Convertible Securities,
            the maximum total number of shares of Common Stock issuable upon the
            exercise, conversion or exchange of the Convertible Securities for
            which the adjustment is required, as of the date of issuance of such
            Convertible Securities, if any.

           12. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, at
their option, (a) upon exercise of this Warrant, the number of shares of Common
Stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such event, or (b) cash equal to the value of
this Warrant as determined in accordance with the Black-Sholes option pricing
formula. In case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or acquiring corporation
(if other than the Company) shall expressly assume the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for adjustments of Warrant Shares for which
this Warrant is exercisable which shall be as nearly equivalent as practicable
to the adjustments provided for in this Section 12. For purposes of this Section
12, "common stock of the successor or acquiring corporation" shall include stock
of such corporation of any class which is not preferred as to dividends or
assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified date
or the happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing provisions of this
Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

           13. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

           14. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
to the Holder notice of such adjustment or adjustments setting forth the number
of Warrant Shares (and other securities or property) purchasable upon the
exercise of this Warrant and the Exercise Price of such Warrant Shares (and
other securities or property) after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Such notice, in the absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.

           15. Notice of Corporate Action. If at any time:

              (a) the Company shall take a record of the holders of its Common
      Stock for the purpose of entitling them to receive a dividend or other
      distribution, or any right to subscribe for or purchase any evidences of
      its indebtedness, any shares of stock of any class or any other securities
      or property, or to receive any other right, or

              (b) there shall be any capital reorganization of the Company, any
      reclassification or recapitalization of the capital stock of the Company
      or any consolidation or merger of the Company with, or any sale, transfer
      or other disposition of all or substantially all the property, assets or
      business of the Company to, another corporation or,

              (c) there shall be a voluntary or involuntary dissolution,
      liquidation or winding up of the Company,

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

           16. Authorized Shares. The Company covenants that during the period
the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant. The
Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

            The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder
against impairment. Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

            Before taking any action which would result in an adjustment in the
number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

            17. Miscellaneous.

              (a) Jurisdiction. This Warrant shall constitute a contract under
      the laws of New York, without regard to its conflict of law, principles or
      rules.

              (b) Restrictions. The Holder acknowledges that the Warrant Shares
      acquired upon the exercise of this Warrant, if not registered, will have
      restrictions upon resale imposed by state and federal securities laws.

              (c) Nonwaiver and Expenses. No course of dealing or any delay or
      failure to exercise any right hereunder on the part of Holder shall
      operate as a waiver of such right or otherwise prejudice Holder's rights,
      powers or remedies, notwithstanding all rights hereunder terminate on the
      Termination Date. If the Company willfully and knowingly fails to comply
      with any provision of this Warrant, which results in any material damages
      to the Holder, the Company shall pay to Holder such amounts as shall be
      sufficient to cover any costs and expenses including, but not limited to,
      reasonable attorneys' fees, including those of appellate proceedings,
      incurred by Holder in collecting any amounts due pursuant hereto or in
      otherwise enforcing any of its rights, powers or remedies hereunder.

              (d) Notices. Any notice, request or other document required or
      permitted to be given or delivered to the Holder by the Company shall be
      delivered in accordance with the notice provisions of the Purchase
      Agreement.

              (e) Limitation of Liability. No provision hereof, in the absence
      of affirmative action by Holder to purchase Warrant Shares, and no
      enumeration herein of the rights or privileges of Holder, shall give rise
      to any liability of Holder for the purchase price of any Common Stock or
      as a stockholder of the Company, whether such liability is asserted by the
      Company or by creditors of the Company.

              (f) Remedies. Holder, in addition to being entitled to exercise
      all rights granted by law, including recovery of damages, will be entitled
      to specific performance of its rights under this Warrant. The Company
      agrees that monetary damages would not be adequate compensation for any
      loss incurred by reason of a breach by it of the provisions of this
      Warrant and hereby agrees to waive the defense in any action for specific
      performance that a remedy at law would be adequate.

              (g) Successors and Assigns. Subject to applicable securities laws,
      this Warrant and the rights and obligations evidenced hereby shall inure
      to the benefit of and be binding upon the successors of the Company and
      the successors and permitted assigns of Holder. The provisions of this
      Warrant are intended to be for the benefit of all Holders from time to
      time of this Warrant and shall be enforceable by any such Holder or holder
      of Warrant Shares.

              (h) Amendment. This Warrant may be modified or amended or the
      provisions hereof waived with the written consent of the Company and the
      Holder.

              (i) Severability. Wherever possible, each provision of this
      Warrant shall be interpreted in such manner as to be effective and valid
      under applicable law, but if any provision of this Warrant shall be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions
      of this Warrant.

              (j) Headings. The headings used in this Warrant are for the
      convenience of reference only and shall not, for any purpose, be deemed a
      part of this Warrant.

                             ********************

<PAGE>


            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: ________, 2002
                                        FIBERCORE, INC.

                                        By:_____________________________________
                                           Robert P. Lobban, CFO



<PAGE>



                               NOTICE OF EXERCISE

To:   Fibercore, Inc.


            (1) The undersigned hereby elects to purchase ________ Warrant
Shares (the "Common Stock"), of Fibercore, Inc. pursuant to the terms of the
attached Warrant, and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

            _____________________________________


The Warrant Shares shall be delivered to the following:

NAME:                              TAX IDENTIFICATION NUMBER (if applicable)

______________________________     ___________________________

______________________________     ___________________________

______________________________     ___________________________




                                          [PURCHASER]


                                          By: _________________________________
                                              Name:
                                              Title:

                                          Dated: ______________________________




<PAGE>



                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

            FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

                                          Dated: ______________, _______


                  Holder's Signature: _____________________________

                  Holder's Address:   _____________________________

                                      _____________________________


Signature Guaranteed:  ________________________________________



NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.