EXH10-54

                              FORBEARANCE AGREEMENT

         This  AGREEMENT is made as of the 31st day of July,  1996, by and among
AUTOMATED LIGHT  TECHNOLOGIES,  INC., a Delaware  corporation with an office and
principal  place  of  business   located  at  174  Charlton  Road,   Sturbridge,
Massachusetts ("ALT"),  FIBERCORE, INC., a Nevada Corporation with an office and
principal  place  of  business   located  at  174  Charlton  Road,   Sturbridge,
Massachusetts ("FCI") and CONNECTICUT INNOVATIONS,  INCORPORATED,  a corporation
constituted a cussi-public  instrumentality  of the State of Connecticut with an
office located at 40 Cold Spring Road, Rocky Hill, Connecticut ("CII").

                                   WITNESSETH

         WHEREAS,  on August  2,  1990,  CII made a loan to ALT in the  original
principal  amount of $300,000 as evidenced by a Promissory Note from ALT in such
amount and governed by a Loan  Agreement and related  documents of the same date
(the "Obligations");

         WHEREAS,  in  connection  with the loan made in 1990,  CII  received  a
Warrant to purchase  66,667  shares of ALT Common Stock at an exercise  price of
$1.50 per share, which Warrant has, due to subsequent events, including a merger
of ALT into a wholly owned subsidiary of FCI in September of 1995, been adjusted
such that CII is now entitled to purchase  70,933  shares of FCI Common Stock at
$1.48 per share; and

         WHEREAS,  ALT  has  acknowledged  that  it  is  in  default  under  the
Promissory  Note and Loan  Agreement and has requested  that CII forbear at this
time  from  pursuing  its  rights  and  remedies  for  payment  in  full  of its
indebtedness and liabilities under the aforementioned agreements; and

         WHEREAS,  FCI acknowledges  that, as owner of 100% of the capital stock
of ALT, it will receive a direct and substantial benefit from entering into this
Agreement.

         NOW,  THEREFORE,  in  consideration  for CII's agreeing to forbear from
immediately  pursuing its rights and remedies under the Loan Agreement  (subject
to the terms and conditions  contained herein),  and for other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

         Section 1.  Ratification of Obligations; Modification.

         (a)  All  of  the  Obligations,   including  without  limitation,   all
indebtedness  and  liabilities,  existing  as of the date of this  Agreement  or
arising thereafter,  subject to the terms and conditions contained herein, shall
be and are ratified  and  confirmed in all  respects.  As of June 30, 1996,  the
remaining principal and interest balance on the


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Promissory  Note is $241,128,  and subject to the provisions of this  Agreement,
interest  shall  continue to accrue and any late  payment  penalties or interest
charges shall be applied as provided in the Promissory Note and Loan Agreement.

         (b) Until the  sooner to occur of the  Conversion  Date (as  defined in
Section 2) or September 1, 1996, ALT's payment  obligations under the Promissory
Note are hereby  modified as  follows.  For the months  beginning  March 1, 1996
through and including the  Conversion  Date,  ALT shall make a payment to CII in
the amount of One Thousand Dollars ($1,000.00) per month.

         Section 2.  Forbearance Obligations; Conversion.

         (a) CII agrees to forbear from taking any action to recover  payment in
full of the  Obligations and from  instituting  any  proceedings  against ALT to
enforce its rights and  remedies  under the Loan  Agreement  arising  from ALT's
default  thereunder  through  and  including  the  earlier  to  occur of (I) the
Conversion  Date or (ii)  September  1,  1996.  If the  Conversion  Date has not
occurred as of September 1, 1996, then the  Obligations  shall be fully restored
as though never modified.

         (b) The Conversion Date shall be the date upon which (I) FCI shall have
filed an S-1 Registration  Statement  covering all shares of FCI Common Stock to
be issued to CII hereunder  (the "CII Stock"),  and (ii) ALT shall have made the
payments required under Section 1(b) above.

         (c)      On the Conversion Date, the following events shall occur:

                  (i)      CII will  exercise  the Warrant and pay the  exercise
                           price by  canceling  One Hundred Four  Thousand  Nine
                           Hundred  Eighty One Dollars and No/100  ($104,981.00)
                           of the balance of the Obligations.  FCI shall deliver
                           to CII a stock certificate representing 70,933 shares
                           of FCI Common Stock;

                  (ii)     The actual principal and interest  balance  remaining
                           under the Promissory  Note as of the Conversion  Date
                           (not including any late payment penalties of interest
                           charges),  after  giving  credit  for  payments  made
                           pursuant  to Section  1(b) above and  exercise of the
                           Warrant  pursuant to Section 2(c)(i) above,  shall be
                           converted automatically into that number of shares of
                           FCI Common Stock  determined by dividing said balance
                           by a number equal to 60% of the Current  Market Value
                           of FCI Common  Stock.  For purposes  hereof,  Current
                           Market  Value  of FCI  Common  Stock  shall  mean the
                           average  closing  price  of  FCI's  common  stock  as
                           reported  through  Bloomberg  for  the  fifteen  (15)
                           consecutive  trading days  immediately  preceding the
                           date of this Agreement. FCI shall


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                           deliver to CII a stock certificate  representing that
                           number  of  shares  of FCI  Common  Stock  determined
                           pursuant to this Section 2(c)(ii);

                  (iii)    CII will issue a release in favor of ALT, FCI,  their
                           officers,  directors,  and employees  with respect to
                           the  Obligations,  including  the  Warrant,  and will
                           release its lien on ALT's assets; and

         Section 5. Events of Default and Remedies.  Upon the  occurrence of any
of the following events or the existence of any of the following conditions (any
such event or condition being herein referred to as an "Event of Default"):

         (a) Any  representation or warranty made by ALT or FCI herein or in any
other instrument  creating,  evidencing or securing any of their  Obligations to
CII or in any certificate,  financial  statement or other document  delivered in
connection herewith shall prove to have been incomplete,  untrue or incorrect in
any  material  respect  as of the  date  made or  deemed  to have  been  made or
repeated; or

         (b) ALT or FCI shall fail  fully to  perform or comply  with any terms,
covenants or provisions of this Agreement;

then,  and in any such event,  CII's  obligation to forbear  pursuant to Section
2(a) of this Agreement shall terminate and the  Obligations,  to the extent they
have not been  released,  shall,  at CII's  option and without  notice or demand
become and be  immediately  due and  payable in full and CII may, at its option,
exercise and enforce its rights and remedies  available  under or in  connection
with  the Loan  Agreement,  the  other  documents  and  agreements  executed  or
delivered in connection therewith, at law and/or in equity.

         CII's  failure or delay to  exercise  any remedy  after any  particular
Event of Default  shall not  operate as a waiver of any remedy in that or in any
subsequent instance.

         Section 6. No Present Claims and Releases.  ALT and FCI acknowledge and
agree that (a) they have no claim or cause of action  against  CII;  (b) neither
ALT,  FCI nor any of its  stockholders  or  affiliates  have any offset  rights,
counterclaims or defenses of any kind with respect to any of ALT's  Obligations,
indebtedness or liabilities to CII and/or against CII for any reason whatsoever;
and (c) CII has heretofore  properly  performed and satisfied in a timely manner
all of its obligations to ALT and FCI. ALT and FCI each further  unconditionally
releases,   waives,   and  forever  discharges  (I)  any  and  all  liabilities,
obligations,  duties, promises or indebtedness of any kind of CII to ALT, except
the  obligations  to be performed by CII for ALT and FCI as expressly  stated in
this  Agreement;  and (ii) all  claims,  offsets,  causes  of  action,  suits or
defenses of any kind whatsoever (if any), whether known or unknown, which ALT or
FCI  might  otherwise  have  against  CII or any  of  its  directors,  officers,
shareholders, employees, agent and/or attorneys.

         Section 7. Expenses.  ALT agrees that it is responsible  and liable for
the  payment  to CII of an amount  equal to any and all  out-of-pocket  costs or
expenses (including legal


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fees,  appraisals and  disbursements)  hereafter incurred or sustained by CII in
connection  with the  preservation  of or enforcement of any of its rights under
this  Agreement,  the Loan Agreement (as set forth therein) or in respect of any
of  their  other  obligations  to CII,  (whether  or not  any one or more  legal
proceedings  is  commenced by or on behalf of CII or an  appearance  is filed on
behalf of CII in any legal  proceeding filed by, against or in any way involving
CII).

         Section 8.  Waiver of Jury Trial.  ALT AND FCI EACH  HEREBY  WAIVES ANY
RIGHTS  THAT IT MAY HAVE TO A JURY  TRIAL  WITH  RESPECT  TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION  WITH THIS AGREEMENT OR ANY OF THE LOAN
AGREEMENT, ANDY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF SUCH  RIGHTS  AND  OBLIGATIONS.  THEY  ACKNOWLEDGE  AND AGREE  THAT THEY HAVE
KNOWINGLY,  VOLUNTARILY AND  INTELLIGENTLY,  WITH THE ADVICE OF LEGAL COUNSEL IF
THEY HAVE DEEMED IT NECESSARY, AGREED TO THIS WAIVER.

         Section 9.  Miscellaneous.

         (a) Except as expressly set forth herein, all of the agreement,  terms,
convenants,  representations,  provisions  and  obligations  to us of any nature
arising  under or in respect of this  Agreement  and the Loan  Agreement (if the
Loan Agreement has not been canceled  pursuant to Section 2(c)(iii) above) shall
survive the termination of CII's forbearance obligations under this Agreement.

         (b) This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Connecticut.

         (c) This Agreement shall be binding upon ALT, FCI and their  respective
heirs,  representatives  and assigns and shall inure to the benefit of CII,  its
successors and assigns and any  subsequent  holder of the Loan Agreement (if the
Loan Agreement has not been canceled pursuant to Section 2(c)(iii) above).

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed this 31st day of July, 1996.

                                    CONNECTICUT INNOVATIONS, INCORPORATED

                                    BY:___/S/________________________
                                       Victor Budnick
                                       Its:  President and Executive Director


AUTOMATED LIGHT TECHNOLOGIES, INC.          FIBERCORE, INC.
BY:___/S/_____________________              BY:___/S/___________________________
Its Exec. V.P. & General Manager            Its
July 31, 1996                               July 31, 1996