EXH10-35

                              DISTRIBUTOR AGREEMENT

THIS AGREEMENT, Entered into as of the 1st day of November, 1995, by and between
FiberCore,  a corporation  organized and existing under the laws of the State of
Nevada, and having its principal place of business in Sturbridge, Massachusetts,
hereinafter referred to as the "Company" and

                           TechMan International Corp.
                          B-727 TechMan Center Route 20
                             Charlton City, MA 01508
                           TEL: 508-248-3211 FAX: 3113

hereinafter referred to as the "Distributor/Representative".

IN  CONSIDERATION  of the promises and of the mutual  covenants  and  agreements
hereinafter set forth,  the parties to this Agreement  hereby covenant and agree
as follows:

1.       APPOINTMENT AS DISTRIBUTOR

         The Company hereby  appoints the  Distributor to solicit orders for the
         purchase  of its  products  enumerated  in  Section  1 of the  attached
         Exhibit A within the  Territory  described in Section 2 of the attached
         Exhibit  A, from the class of  customers  set forth in Section 3 of the
         attached  Exhibit  A;  and  the  Representative   hereby  accepts  such
         appointment  upon  and  subject  to the  terms  and  conditions  herein
         contained.

2.       LIMITED AUTHORITY - DISTRIBUTOR/REPRESENTATIVE

         (a)      The  Distributor/Representative  shall solicit  orders at such
                  prices  and  terms  as may be  established  and set  forth  in
                  quotations  offered and  released by the Company  from time to
                  time.

         (b)      The  Distributor/Representative  shall  have no  authority  to
                  accept  orders  on  behalf of the  Company  or to commit  said
                  Company  to the  sale  or  delivery  of any  products  and all
                  solicitations  of orders shall be made with the  understanding
                  that they are subject to acceptance by the Company.

         (c)      The   Distributor/Representative    shall   make   only   such
                  representations  as to  quality,  capacity,  expected  life or
                  duration,  and similar  representations,  with  respect to the
                  products on which orders may be solicited,  only in accordance
                  with the Company's  policies and/or sales terms and conditions
                  in effect,  or as may be  authorized in writing by the Company
                  from time to time.


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3.       ACCEPTANCE OF ORDERS - COMPANY DISCRETION

         (a)      The Company  reserves the right to approve or disapprove,  and
                  to accept or reject any such orders for any reason whatsoever,
                  upon receipt of such  orders,  and no order shall be effective
                  unless and until it is accepted in writing.

         (b)      The  disapproval  or  rejection  of any order  for any  reason
                  whatsoever    shall    not    vest    any    right    in   the
                  Distributor/Representative  with respect to compensation,  and
                  the  Distributor/Representative's  right to compensation shall
                  be governed by the  particular  provisions  elsewhere  in this
                  Agreement.

4.       THE TERMS AND CONDITIONS FOR COMPENSATION

         (a)      The Distributor/Representative  shall be entitled to a rate of
                  commission  designated  in Exhibit A, Section 4 which shall be
                  computed on the net selling price,  hereinafter deemed,  under
                  the  terms  and  conditions   hereinafter   set  forth.   Such
                  commissions  shall be  compensated in full for the services of
                  the Distributor/Representative .

         (b)      Subject to paragraphs 1 and 2 and subparagraph (d) herein, the
                  Distributor/Representative shall be entitled to the designated
                  rate of  commission on all sales  consummated,  as a result of
                  the solicitations of orders by the  Distributor/Representative
                  on products  enumerated in the attached  Exhibit A, within the
                  Territory  set forth in said  Exhibit A, and from the class of
                  customers of which the  Distributor/Representative is entitled
                  to solicit, as indicated in said Exhibit A.

         (C)      Subject  to  paragraphs  1  and 2 and  subparagraph  (d),  the
                  Distributor/Representative  shall  also  be  entitled  to  the
                  designated  rate of commission on all sales  consummated  as a
                  result of direct  orders  received  by the Company on products
                  enumerated in the attached Exhibit A, within the Territory set
                  forth in said  Exhibit A, from the class of customers of which
                  the  Distributor/Representative  is entitled  to  solicit,  as
                  indicated in said Exhibit A.

         (d)      The  Distributor/Representative  shall be entitled to the rate
                  of  commission  designated in exhibit A section 4 for order of
                  erection  of a new plant and  innovation  of already  existing
                  plant  through  a order by the  Distributor/Representative  or
                  through a direct order within territory and class of customers
                  set forth in exhibit A section 2 &3.

                  The Distributor/Representative shall be entitle to the rate of
                  commission designated in exhibit A section 4 for the orders of
                  Telecommunications  equipment supplied by the company or other
                  companies through orders by the  Distributor/Representative or
                  through  a direct  order  within  the  territory  and class of
                  customers set forth in exhibit A section 2 & 3.


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         (e)      Should more than one independent Distributor/Representative of
                  the  Company  be  involved  in  sales  or  cause  a sale to be
                  concluded because of his efforts in territory of another,  the
                  company  shall  have the  right to  decide on the split of the
                  commission between the Distributor/Representatives involved.

         (f)      All commissions shall be due and payable no later than thirty
                   (30) days after actual receipt of payments by the Company for
                   the products sold.

         (g)      For the  purpose  of this  Agreement,  the term  "net  selling
                  price" as used in  subparagraph  (a)  above,  is deemed as the
                  gross  selling  price of the  products  stated in the attached
                  Exhibit A,  reduced by the amounts of  discounts,  allowances,
                  cancellations,  returns,  packing charges,  shipping  charges,
                  taxes, duties, or service charges of any nature whatsoever.

         (h)      It is further  understood and agreed that competition or other
                  circumstances  beyond  the  control  of the  Company or of the
                  Distributor/Representative may make it advisable and desirable
                  to    reduce     the     commissions     payable     to    the
                  Distributor/Representatives.  In such  event,  the Company and
                  the  Distributor/Representative  may, by mutual  agreement  in
                  writing,  reduce the amount of commission payable on any order
                  without affecting the provisions of the Agreement in any other
                  way.

         (i)      It is further  understood  and agreed  between the Company and
                  the  Distributor/Representative  that no  commission  or other
                  payment,  applicable  to orders  accepted by the Company after
                  the date of termination of this Agreement, Shall be due to the
                  Distributor/Representative.  Commissions  applicable to orders
                  accepted  by  the  Company  prior  to the  termination  of the
                  Agreement  shall  be  paid  to the  Distributor/Representative
                  after  termination  of  this  Agreement.  Notwithstanding  the
                  above,  no  payment  of  commissions  shall be made  after the
                  effective date of termination if the termination was caused by
                  a   breach   of   this   Agreement   of   the   part   of  the
                  Distributor/Representative,  or for just cause;  as defined in
                  paragraph l5(c).

5.       BILLING OF PURCHASERS

         All  products  for which  orders are  accepted by the  Company  will be
         shipped  and  billed by the  Company  directly  to the  purchaser.  All
         payments    shall   be   made    directly   to   the    Company.    The
         Distributor/Representative  shall have no authority to make collections
         from  purchasers,  but shall assist the Company upon its request in the
         collection of over-due accounts by making available to the Company data
         regarding such purchasers to which the  Distributor/Representative  may
         reasonably have access.


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6.       OTHER OBLIGATIONS OF THE DISTRIBUTOR/REPRESENTATIVE

         The Distributor/Representative shall:

         (a)       Use his best  efforts  to promote  the sale of the  Company's
                   products within his assigned territory.

         (b)       Handle no other  products which in the opinion of the Company
                   are competitive  with those of the Company without  obtaining
                   the prior written consent of the Company, nor place itself in
                   a position  of adverse  interest or divided  loyalty.  In the
                   event the  Distributor/Representative  should  take on a line
                   which  in  the  Company's   opinion  is  competitive  to  its
                   products, without previously obtaining the Company's consent,
                   the Distributor/Representative  will discontinue the handling
                   of such  competitive  line upon receiving due notice from the
                   Company.   If   the   Distributor/Representative   fails   to
                   discontinue the handling of such competitive line within five
                   (5) days after such  notification,  or such longer  period as
                   may be granted by the Company,  he shall thereby  forfeit all
                   right  and  claim  to  any  compensation   accrued,  and  any
                   termination as a result of such conflict of interest shall be
                   considered a termination for just cause. The Company shall be
                   the sole judge as to whether a conflict of  interest  exists.
                   The Distributor/Representative  shall disclose to the Company
                   any new  agreement it has entered with another  party for the
                   solicitation  of orders,  or as a factory  representative  or
                   sales agent, for products similar in design or functional use
                   to that made by the Company.


                   The provisions of this  subparagraph  shall also apply if the
                   Distributor/Representative  or any of his agents or employees
                   secures  an  interest  in  excess  of one  percent  (1%) in a
                   company  which,  in  the  Company's  opinion,  constitutes  a
                   conflict of interest.

         (c)       Furnish the Company,  upon request, with all information that
                   said   Distributor/Representative  may,  from  time  to  time
                   acquire relative to the credit rating and financial  position
                   of any of the  Distributor/Representative's  accounts for the
                   Company's products.

         (d)       Furnish to the Company upon request,  appropriate  reports to
                   the sales  made  pursuant  to this  Agreement,  and any other
                   information  relating  to the  operation  of this  Agreement,
                   including  but not limited to the market  conditions  for the
                   products of the Company within the Territory governed by this
                   Agreement.

7.       OBLIGATIONS OF THE COMPANY

         The Company shall, from time to time:


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          (a)  Deliver the Distributor/Representative samples of its products in
               such an amount and of such a character as it may deem fit.

          (b)  Designate  in  writing  the  selling  prices  at  which  its said
               products may be offered for sale by the Representative.

          (c)  Supply the  Representative  with its current catalogs and regular
               literature without charge.

8.       EFFECT ON UNWRITTEN AND UNSIGNED AGREEMENTS

         No agreement or other understanding in any way modifying the conditions
         of  this   Agreement   shall  be  binding   upon  the  Company  or  the
         Distributor/Representative unless made in writing and signed by them or
         their authorized representatives.

9.       GENERAL RELATIONSHIP

          (a)  The   Distributor/Representative   agrees  that  in  all  matters
               relating to this  Agreement he shall be acting as an  independent
               contractor; that neither the  Distributor/Representative  nor his
               employees  are  employees  of the  Company  under the  meaning or
               application of any Federal or State Unemployment  Insurance Laws,
               or Old Age Benefit Law, or other  Social  Security  Laws,  or any
               Workmen's Compensation or Industrial Law, or otherwise;  and that
               the  Distributor/Representative  agrees to assume all liabilities
               or  obligations  imposed  by any one or more of such  laws,  with
               respect to his employees in the performance of this Agreement.

          (b)  The  Distributor/Representative  shall not have any  authority to
               assume or create any obligation, express or implied, on behalf of
               the Company,  and said  Distributor/Representative  shall have no
               authority to represent the Company as agent,  employee, or in any
               capacity other than as  hereinbefore  set forth. He shall conduct
               all of his  business  in his own  name and not in the name of the
               Company.

10.      ASSIGNMENT

         This  Agreement  constitutes  a  personal  contract  which  may  not be
         transferred or assigned by the  Distributor/Representative  without the
         prior written  consent of the Company.  This contract  shall be binding
         upon the successors or assignees of the Company.

11.      CONFIDENTIAL INFORMATION

         In addition to  compliance by the  Distributor/Representative  with the
         obligations  imposed by the U.S.  Espionage Law, Sabotage Law and other
         U. S . Government  security laws, or Industrial  Security  Regulations:
         (1) The Distributor/Representative agrees to keep in


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         strictestconfidence   all   information   identified   as   secret   or
         confidential, or which, from the circumstances,  in good faith and good
         conscience  ought  to be  treated  as  confidential,  relating  to  the
         products,  methods of manufacture or trade secrets or secret processes,
         price  lists,  customer  lists,  or other  information  of the business
         affairs of the Company which the Distributor/Representative may acquire
         in connection with or as a result of the performance of this Agreement;
         (2) The  Distributor/Representative  further agrees that, without prior
         written  consent of the  Company,  he will  neither  use,  nor publicly
         communicate,  divulge or  disclose  to  unauthorized  persons  any such
         information  during  the  period  of  this  Agreement  or at  any  time
         subsequent thereto; (3) The Distributor/Representative shall return all
         such  confidential  information to the Company upon termination of this
         Agreement.

12.      TERMINATION

         (a)      This Agreement  shall become  effective as of the day and year
                  first  above  written,  and shall be  subject  to the right of
                  either party to terminate the Agreement at any time by serving
                  upon the other party personally or by registered mail, written
                  notice of such termination at least thirty (3) days in advance
                  of the intended  termination date of this Agreement,  at which
                  time all provisions of this agreement as to sample, accounting
                  and commission shall be complied with.

         (b)      Notwithstanding the above subparagraph,  this Agreement may be
                  terminated  at once by  either  party,  without  the  required
                  advance  notice,  if one  of the  parties  to  this  Agreement
                  becomes  involved in bankruptcy,  insolvency's  or arrangement
                  proceedings, or if either party has committed a breach of this
                  Agreement.

         (c)      This  Agreement  shall  terminate at once without the required
                  advance notice,  upon the  Distributor/Representatives  death.
                  The Company  reserves the right to terminate this Agreement at
                  once without the  required  advance  notice,  if there is just
                  cause  to  do  so.  Just  cause  shall  include  acts  of  the
                  Distributor/Representative  that are dishonest,  fraudulent, a
                  conflict  of  interest,  or other  acts of  misconduct  of the
                  Distributor/Representative.   Termination   at   once,   under
                  subparagraphs (b) and (c) shall be effectuated by serving upon
                  the   Distributor/Representative   either   personally  or  by
                  registered  mail,  written  notice  of the  termination  to be
                  effective  immediately  except that no such written  notice of
                  termination shall be required in the event of the death of the
                  Distributor/Representative  and as of the date of such  death,
                  the Agreement shall automatically terminate.

13.      ENTIRE CONTRACT

         The Agreement  contains all the terms and conditions agreed upon by the
         parties and  constitutes the only Agreement in force and effect between
         the parties.  Any and all Agreements  for  solicitation  of orders,  as
         amended, modified or supplemented,  heretofore entered into between the
         parties hereto are hereby canceled and terminated. This


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         Agreement  shall  be  construed  in  accordance  with  the  laws of the
         Commonwealth of Massachusetts

         IN WITNESS  WHEREOF,  the parties hereto have set their hands and seals
this day and year first above written.

FIBERCORE, INC.

Charles DeLuca, Vice President

By:______________________________(L.S.)  Date:  November 1, 1995

Attest:____________________________


TECHMAN INTERNATION CORP.

Dr. M. Mahmud Awan, Chairman/CEO

By:______________________________(L.S.)  Date:  November 1, 1995

Attest:____________________________


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                                    EXHIBIT A

                                     to the
                       DISTRIBUTOR AGREEMENT ("AGREEMENT")
                                     between
                                 FIBERCORE, INC.
                                       and

                           TECHMAN INTERNATIONAL CORP.

                      Effective Date: 1st of November, 1995

Section l.        PRODUCTS SUBJECT TO AGREEMENT COMMISSION

                  Optical Fiber & Preform

Section 2.        TERRITORY       SUBJECT      TO      AGREEMENT      -      The
                  Distributor/Representative   shall   solicit   orders  in  the
                  following Territory only:

                  Unrestricted worldwide where FiberCore is not represented.

Section 3.   

                  CLASS  OF  CUSTOMERS  - The  Distributor/Representative  shall
                  solicit orders from the following class of customers only:

                  Telecomm,  CATV,  LAN, MAN, WAN companies,  OEM's,  commercial
                  accounts, state and governmental agencies.

Section 4.        RATE OF COMMISSION

                  To be negotiated on case by case


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Section 5. COMPANY  RESERVATION  - The Company  reserves to itself the exclusive
right to solicit  the  following  customers  directly  except  customers  in the
Territory mentioned in Exhibit A, Sec. 2 & 3.

         A.       All Exporters

         B.       All  businesses  in which  delivery is to be made  outside the
                  United States and its possessions.

         C.       All      Distributors      -     Unless      introduced     by
                  Distributor/Representatives

         D.       Any other businesses, groups or organizations not specifically
                  enumerated in Section 3 of this Exhibit A.





FIBERCORE, INC.

Charles DeLuca, Vice President

By:______________________________(L.S.)  Date:  November 1, 1995

Attest:____________________________


TECHMAN INTERNATION CORP.

Dr. M. Mahmud Awan, Chairman/CEO

By:______________________________(L.S.)  Date:  November 1, 1995

Attest:____________________________


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November 1, 1995

Dr. M. Mahmud Awan
Chairman/CEO
Techman International Corporation, Inc.
Techman Center, Route 20
Charlton City, Mass. 01508-0727

Subject:          Compensation in the form of FiberCore Shares
REF:              Our Distributor Agreement of November 1, 1995 (Attached)

Dear Dr. Awan,

This is to advise you that FiberCore, because of existing cash flow constraints,
is not in a position to pay cash for the earned  commissions in connection  with
the Distributor Agreement signed earlier today.

We are  prepared  to issue  FiberCore  shares to you for the full  value of such
earned commissions. Please note that because of your status as the sole owner of
Techman International Corporation, these shares can be issued to you directly or
to your company.

Please  indicate  your  approval of this  arrangement  by signing  below,  where
indicated.  This  letter  wil  be an  integral  supplement  to  the  Distributor
Agreement.

Yours truly,

For FiberCore, Inc.



G. Charles DeLuca
Corporate Secretary

Accepted :___________________________

For Techman International Corporation

Dr. M. Mahmud Awan, Chairman/CEO