EXH10.50


THIS WARRANT AND THE SECURITIES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS ("STATE LAWS"),  AND MAY NOT BE SOLD, OFFERED
FOR SALE,  ASSIGNED,  TRANSFERRED  OR OTHERWISE  DISPOSED OF, UNLESS  REGISTERED
PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR AN
OPINION OF COUNSEL IS OBTAINED  STATING THAT SUCH  DISPOSITION  IS IN COMPLIANCE
WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.




                                 FIBERCORE, INC.

                            WARRANT FOR THE PURCHASE
                       OF 1,000,000 SHARES OF COMMON STOCK


No. W-3


FOR VALUE  RECEIVED,  FIBERCORE,  INC., a Nevada  corporation  (the  "Company"),
hereby certifies that Techman  International  Corp., or its sole shareholder Dr.
M.  Mahmud  Awan  (collectively,  the  "Holder"),  is  entitled,  subject to the
provisions of this Warrant,  to receive from the Company,  up to 1,000,000 fully
paid and non-assessable shares of Common Stock in lieu of commissions to be paid
on the Company's  receipt of gross proceeds on sales generated by the Holder for
the Company of up to  $200,000,000  (the "Limit"),  or 1 share for every $200 of
sales (the "Exercise Price").

This  Warrant  was  issued by the  Company  pursuant  to a  certain  Distributor
Agreement  of even  date  herewith  between  the  Company  and the  Holder  (the
"Agreement").

The term "Common Stock" means the Common Stock,  par value $0.001 per share,  of
the Company as constituted as of November 1, 1995 (the "Issue Date").

The number of shares of Common  Stock to be received  upon the  exercise of this
Warrant may be adjusted from time to time as hereinafter  set forth.  The shares
of Common Stock  deliverable  upon such  exercise,  and as adjusted from time to
time,  are  hereinafter   referred  to  as  "Warrant  Stock."  The  term  "Other
Securities"  means any other equity or debt securities that may be issued by the
Company in addition  thereto or in substitution  for the Warrant Stock. The term
"Company"  means and  includes  the  corporation  named above as well as (I) any
immediate  or more remote  successor  corporation  resulting  from the merger or
consolidation  of such  corporation  (or any immediate or more remote  successor
corporation of such corporation) and (ii) any corporation to


<PAGE>



which such  corporation has transferred its property or assets as an entirety or
substantially as an entirety.

Upon  receipt by the Company of evidence  reasonably  satisfactory  to it of the
loss,  theft,  destruction  or mutilation  of this Warrant,  and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
cancellation  of this  Warrant,  if  mutilated,  the Company shall execute a new
Warrant of like tenor and date. Any such new Warrant  executed shall  constitute
an additional contractual obligation on the part of the Company,  whether or not
this  Warrant  so lost,  stolen,  destroyed  or  mutilated  shall be at any time
enforceable by anyone.

The Holder  agrees with the  Company  that this  Warrant is issued,  and all the
rights  hereunder shall be held,  subject to all of the conditions,  limitations
and provisions set forth herein.


         1.       Exercise of Warrant.
                  -------------------

                  1.1 This Warrant shall be exercised automatically from time to
time, in increments of $1,000,000 of Exercise  Price,  up to the Limit.  If this
Warrant  should be exercised in part only, the Company may execute a new Warrant
evidencing the rights of the Holder thereof to receive the balance of the shares
receivable  hereunder.  The Holder shall be deemed to be the holder of record of
the shares of Common Stock issuable upon such exercise, notwithstanding that the
transfer  books  of the  Company  shall  then be  closed  or  that  certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder. The Company shall pay any and all documentary stamp or similar issue
or transfer  taxes  payable in respect of the issue of shares of Common Stock on
exercise of this Warrant, except if such shares are to be registered in the name
of someone other than the Holder.


                  1.2 The Holder hereby  acknowledges  that neither this Warrant
nor any of the  securities  that may be acquired  upon exercise of this Warrant,
including the Warrant Stock and the Other Securities, have been registered under
the Securities Act or under the State Securities  Laws. The Holder  acknowledges
that,  upon  exercise of this  warrant,  the  securities  to be issued upon such
exercise  may  be  subject  to  applicable  federal  and  state  securities  (or
other)laws  requiring  registration,  qualification  or approval of governmental
authorities  before such  securities  may be validly  issued or  delivered  upon
notice of such  exercise.  The  Company's  sole  obligation  to any Holder  upon
exercise  hereof  shall be to use its best  efforts  to obtain  exemptions  from
registration  or  qualification  for  the  issuance  of  such  securities  under
applicable state and federal securities laws, and the Holder further agrees that
the issuance of such  securities  shall be deferred until such  exemption  shall
have been obtained. With respect to any such securities, this Warrant may not be
exercised by, and securities shall not be issued,  to any Holder in any state in
which such exercise would be unlawful.  Any restrictions imposed by this section
upon the exercise of this Warrant shall cease and terminate as to any particular
shares of Common Stock (x) when such

<PAGE>



securities  shall  have  been  registered  under  the  Securities  Act  and  all
applicable  State Securities Laws, or (y) when, in the opinion of counsel to the
Company,  such restrictions are no longer required in order to ensure compliance
with the Securities Act or any applicable State Securities Laws.

         2.  Reservation  of Shares.  The Company shall at all times reserve for
issuance and delivery  upon  exercise of this Warrant all shares of Common Stock
or other shares of capital stock of the Company (and Other Securities) from time
to time  receivable  upon exercise of this  Warrant.  All such shares (and Other
Securities) shall be duly authorized and, when issued upon such exercise,  shall
be validly  issued,  fully paid and  non-assessable  and free of all  preemptive
rights.

         3.  Fractional  Shares.  No  fractional  shares  or scrip  representing
fractional shares shall be issued upon the exercise of this Warrant.


         4. Rights of the Holder.  The Holder  shall not, by virtue  hereof,  be
entitled  to any rights of a  stockholder  in the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

         5.       Anti-Dilution Provisions.
                  ------------------------

                  5.1 Adjustment for  Recapitalization.  If the Company shall at
any time combine or subdivide its  outstanding  shares of Common Stock (or other
securities  at  the  time  receivable  upon  the  exercise  of the  Warrant)  by
recapitalization,  reclassification,  split-up,  combination  or  reverse  split
thereof,  the Exercise  Price per share of Warrant Stock subject to this Warrant
immediately  prior to such combination or subdivision  shall be  proportionately
increased or decreased,  as the case may be. Any such adjustment to the Exercise
Price  pursuant to this  Section 5.1 shall be effective at the close of business
on the effective date of such subdivision or combination or if any adjustment is
the result of a stock dividend or distribution, then the effective date for such
adjustment based thereon shall be the record date therefor.

                  Whenever the number of shares of Common Stock  receivable upon
the  exercise of this  Warrant is  adjusted,  as provided in this Section 5, the
Exercise  Price  shall be  adjusted  to the  nearest  cent by  multiplying  such
Exercise  Price  immediately  prior to such  adjustment  by a  fraction  (x) the
numerator of which shall be the number of shares of Common Stock receivable upon
the exercise  immediately  prior to such adjustment,  and (y) the denominator of
which shall be the number of shares of Common  Stock so  receivable  immediately
thereafter.

                  5.2 Adjustment for Reorganization, Consolidation, Merger, Etc.
In case of any  reorganization  of the  Company (or any other  corporation,  the
securities of which are at the time  receivable on the exercise of this Warrant)
after the date of this  Warrant r in case  after such date the  Company  (or any
such other corporation) shall consolidate with or merge into another


<PAGE>



corporation  or  convey  all  or  substantially  all of its  assets  to  another
corporation,  then,  and in each such case,  the Holder of this Warrant upon the
exercise  thereof at any time  after the  consummation  of such  reorganization,
consolidation,  merger or conveyance,  shall be entitled to receive,  in lieu of
the securities and property  receivable  upon the exercise of this Warrant prior
to such consummation, the securities or property to which such Holder would have
been entitled upon such  consummation  if such Holder had exercised this Warrant
immediately prior thereto; in each such case, the terms of this Warrant shall be
applicable to the  securities or property  receivable  upon the exercise of this
Warrant after such consummation.

                  5.3  Adjustment  for Dilutive  Events.  Except as  hereinafter
provided, in the event the Company shall, at any time or from time to time after
the date  hereof,  issue any shares of Common  Stock as a stock  dividend to the
holders of Common  Stock (any such  issuance  being  herein  called a "Change of
Shares"),  then,  and  thereafter  immediately  before the record  date for each
Change of Shares,  the Exercise Price for the Warrants  (whether or not the same
shall be issued and outstanding)  shall be adjusted (to the nearest cent),  with
such adjusted  Exercise Price  determined by dividing (1) the product of (a) the
Exercise  Price in effect  immediately  before such Change of Shares and (b) the
sum of (I) the total  number of shares of Common Stock  outstanding  immediately
prior to such  Change of  Shares,  and (ii) the number of shares  determined  by
dividing (A) the aggregate  consideration,  if any, received by the Company upon
such  issuance by (B) the  Exercise  Price in effect  immediately  prior to such
Change of Shares,  by (2) the total number of shares of Common Stock outstanding
immediately after such Change of Shares.


                                        5

                  For the purposes of any  adjustment  to be made in  accordance
with this Section 5 the following provisions shall be applicable:

                           5.3.1.  Shares of  Common  Stock  issuable  by way of
dividend or other  distribution  on any stock of the Company  shall be deemed to
have been issued  immediately after the opening of business on the day following
the record date for the  determination of stockholders  entitled to receive such
dividend or other  distribution  and shall be deemed to have been issued without
consideration.

                           5.3.2.  The  reclassification  of  securities  of the
Company other than shares of Common Stock into  securities  including  shares of
Common  Stock shall be deemed to involve  the  issuance of such shares of Common
Stock for a  consideration  other  than cash  immediately  prior to the close of
business on the date fixed for the determination of security holders entitled to
receive such shares, and the value of the consideration allocable to such shares
of Common Stock shall be determined as provided in Section 5.

                           5.3.3.  The  number of shares of Common  Stock at any
one time outstanding shall be deemed to include the aggregate maximum


<PAGE>



number of shares  issuable  (subject to  readjustment  upon the actual  issuance
thereof)  upon  the  exercise  of  options,  rights  or  warrants  and  upon the
conversion or exchange of convertible or exchangeable securities.

                           5.3.4.  Upon each  adjustment  of the Exercise  Price
pursuant to this Section 5, the number of shares of Common Stock receivable upon
the  exercise of each Warrant  shall be the number  derived by  multiplying  the
number of shares of Common Stock receivable immediately prior to such adjustment
by the  Exercise  Price in effect  prior to such  adjustment  and  dividing  the
product so obtained by the applicable adjusted Exercise Price.

                                    a.      In  case of any reclassification
or change of  outstanding  shares of Common Stock  issuable upon exercise of the
Warrants  (other than a change in par value,  or from par value to no par value,
or from no par value to par value or as a result of subdivision or combination),
or in case of any  consolidation  or merger of the Company  with or into another
corporation  (other than a merger with a subsidiary  in which merger the Company
is the continuing  corporation and which does not result in any reclassification
or change of the then outstanding  shares of Common Stock or other capital stock
issuable upon exercise of the Warrants other than a change in par value, or from
par value to no par  value,  or from no par value to par value or as a result of
subdivision  or  combination)  or in case of any sale or  conveyance  to another
corporation of the property of the Company as an entirety or substantially as an
entirety, then, as a condition of such reclassification,  change, consolidation,
merger,  sale or  conveyance,  the  Company,  or such  successor  or  purchasing
corporation,  as the case may be,  shall  make  lawful  and  adequate  provision
whereby  the  Holder  of each  Warrant  then  outstanding  shall  have the right
thereafter  to  receive  on  exercise  of such  Warrant  the kind and  amount of
securities  and  property   receivable  upon  such   reclassification,   change,
consolidation,  merger,  sale  or  conveyance  by a  holder  of  the  number  of
securities  issuable  upon  exercise of such Warrant  immediately  prior to such
reclassification,  change,  consolidation,  merger, sale or conveyance and shall
forthwith file at the corporate  office of the stock transfer  agent,  if any, a
statement signed by its Chief Executive  Officer,  President or a Vice President
and by its Treasurer or an Assistant  Treasurer or its Secretary or an Assistant
Secretary evidencing such provision.


                                    b.     After each adjustment of the
Exercise Price  pursuant to this Section 5, the Company will promptly  prepare a
certificate signed by the Chairman, Chief Executive Officer or President, and by
the  Treasurer  or an  Assistant  Treasurer  or the  Secretary  or an  Assistant
Secretary,  of the Company setting forth: (I) the Exercise Price as so adjusted,
(ii) the  number of shares of Common  Stock  receivable  upon  exercise  of each
Warrant,  after  such  adjustment,  and  (iii) a brief  statement  of the  facts
accounting for such adjustment.  The Company will promptly cause a brief summary
thereof  to be sent by  ordinary  first  class  mail to each  Holder at his last
address as it shall appear on the registry  books of the Company.  No failure to
mail such notice nor any defect  therein or in the mailing  thereof shall affect
the validity thereof except as to the Holder to


<PAGE>



whom the Company  failed to mail such  notice,  or except as to the Holder whose
notice was defective.  The affidavit of the Secretary or an Assistant  Secretary
of the Company that such notice has been mailed shall,  in the absence of fraud,
be prima facie evidence of the facts stated therein.

                                    c.      No adjustment of the Exercise
Price shall be made as a result of or in connection with the issuance or sale of
shares of Common Stock pursuant to options,  warrants, stock purchase agreements
and convertible or exchangeable  securities outstanding or in effect on the date
hereof  or  hereafter.  In  addition,  Holders  shall  not be  entitled  to cash
dividends  paid by the Company  prior to the exercise of any Warrant or Warrants
held by them.


                  5.4      Notices of Record Date, Etc.  In case:

                           5.4.1 the Company  shall take a record of the holders
of its  Common  Stock  (or  Other  Securities  at the time  receivable  upon the
exercise  of the  Warrant)  for the  purpose of  entitling  them to receive  any
dividend  (other  than a cash  dividend at the same rate as the rate of the last
cash dividend theretofore paid) or other distribution, or any right to subscribe
for,  purchase  or  otherwise  acquire  any  shares  of any  class or any  other
securities, or to receive any other right; or

                           5.4.2 of any capital  reorganization  of the Company,
any  reclassification of the capital stock of the Company,  any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation; or

                           5.4.3 of any  voluntary or  involuntary  dissolution,
liquidation  or  winding up of the  Company,  then,  and in each such case,  the
Company  shall mail or cause to be mailed to each  Holder of the  Warrant at the
time outstanding a notice specifying,  as the case may be, (I) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(ii) the date on which  such  reorganization,  reclassification,  consolidation,
merger, conveyance, dissolution, liquidation or winding up is to take place, and
the time,  if any,  is to be fixed,  as to which the holders of record of Common
Stock (or such other  securities at the time receivable upon the exercise of the
Warrant)  shall be entitled to exchange  their  shares of Common Stock (or other
such  securities)  for  securities  or  other  property  deliverable  upon  such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution,  liquidation or winding up. Such notice shall be mailed at least 20
days prior to the date therein specified, and the Warrant may be exercised prior
to said date during the term of the Warrant.


         6.       Registration Covenants of the Company.
                  -------------------------------------



<PAGE>



                  6.1 The Company covenants and agrees that the Company will use
its best  efforts  to effect  the  registration  of the  shares of Common  Stock
issuable upon exercise of the Warrants and will as expeditiously as possible:

                                    (a) prepare and file with the Securities and
Exchange Commission (the "Commission") a registration  statement with respect to
the  issuance  of Common  Stock  issuable  upon  exercise of the  Warrants  (the
"Registrable  Securities")  (as well as any necessary  amendments or supplements
thereto)(a "Registration Statement") which Registration Statement (A) will state
that the  holders  of  Registrable  Securities  covered  thereby  may sell  such
Registrable Securities under such Registration Statement or pursuant to Rule 144
(or any similar rule then in effect),  (B) when it becomes  effective,  and when
any  post-effective  amendment  thereof  and  supplement  thereto is filed,  the
Registration  Statement,  as then  amended or  supplemented,  will comply in all
material  respects with the applicable  provisions of the Securities Act and the
rules and regulations thereunder and, except for information provided in writing
by the Holder or other Holders for inclusion in the  Registration  Statement for
which the Company  does not  represent or warrant as to its  accuracy,  will not
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 are made, not misleading;

                                    (b)  furnish to the  Holders  copies of such
Registration  Statement  and  any  amendments  or  supplements  thereto  and any
prospectus  forming a part  thereof  prior to filing,  which  documents  will be
subject to the review of counsel for the Holders;

                                    (c) use  its  best  efforts  to  cause  such
Registration Statement to become effective;

                                    (d) notify the Holders,  promptly  after the
Company  shall  receive  notice  thereof,  of the time  when  said  Registration
Statement  becomes  effective  or  when  any  amendment  or  supplement  to  any
prospectus forming a part of said Registration Statement has been filed;

                                    (e)  notify  the  Holders  promptly  of  any
request by the Commission for the amending or supplementing of such Registration
Statement or prospectus or for additional information;

                                    (f) advise  the  Holders  after the  Company
shall receive notice or obtain knowledge thereof of the issuance of any order by
the Commission  suspending the effectiveness of any such Registration  Statement
or amendment  thereto or of the  initiation or threatening of any proceeding for
that  purpose,  and  promptly  use its  reasonable  best  efforts to prevent the
issuance  of any stop order or to obtain its  withdrawal  promptly  if such stop
order should be issued;

                                    (g)  prepare  and file  with the  Commission
such  amendments  and  supplements  to  such  Registration   Statement  and  the
prospectus forming a part thereof as may be necessary to keep such

<PAGE>



Registration Statement effective until such time as the Holders pursuant to such
Registration  Statement have disposed of all such Registrable  Securities but in
no event exceeding five (5) years from the date of effectiveness;

                                    (h)  furnish to each  Holder  such number of
copies of such Registration  Statement,  each amendment and supplement  thereto,
the  prospectus  included  in  such  Registration   Statement   (including  each
preliminary  prospectus)  and such other documents as that Holder may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such Holder;

                                    (i)  use  its  reasonable  best  efforts  to
register or qualify such  Registrable  Securities under such other securities or
blue sky laws of such  jurisdictions as determined by the Holders and do any and
all other acts and things  which may be  reasonably  necessary  or  advisable to
enable the Holders to consummate the  disposition in such  jurisdictions  of the
Registrable  Securities  (provided that the Company will not be required to: (A)
qualify  generally  to do  business  in any  jurisdiction  where  it  would  not
otherwise  be required to  qualify;  (B) subject  itself to taxation in any such
jurisdiction;  or (C)  consent  to  general  service  of  process  in  any  such
jurisdiction);

                                    (j)  notify  the  Holders at any time when a
prospectus  relating  thereto is required to be delivered  under the  Securities
Act,  of the  happening  of any  event as a result  of which  such  Registration
Statement  contains an untrue  statement of a material factor omits to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and, at the request of the Holder, prepare a supplement
or amendment to such Registration  Statement so that such Registration Statement
will not contain, to the Company's knowledge,  an untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary to make the statements therein not misleading;

                                    (k) cause all  Registrable  Securities to be
listed on each  securities  exchange on which similar  securities  issued by the
Company are then listed;

                                    (l)  provide a  transfer  agent for all such
Registrable  Securities not later than the effective  date of such  Registration
Statement;

                                    (m)  enter  into such  customary  agreements
(including an underwriting  agreement in customary form) and take all such other
actions as the  participating  Holders or the underwriters,  if any,  reasonably
request in order to expedite or facilitate the  disposition  of the  Registrable
Securities;

                                    (n) make  available  for  inspection  by the
Holders of such  Registrable  Securities,  any underwriter  participating in any
disposition pursuant to such Registration Statement and any attorney, accountant
or other professional retained by any such Holder or underwriter  (collectively,
the  "Inspectors"),   all  financial  and  other  records,  pertinent  corporate
documents and properties of the Company as shall be reasonably


<PAGE>



necessary to enable them to exercise  their due  diligence  responsibility,  and
cause the Company's officers,  directors and employees to supply all information
reasonably  requested by any  Inspectors  in connection  with such  Registration
Statement; and

                                    (o) use its reasonable best efforts to cause
the  Registrable  Securities  covered  by  such  Registration  Statement  to  be
registered with or approved by such other  governmental  agencies or authorities
as may be necessary to enable the Holders to consummate the  disposition of such
Registrable Securities.


                           6.1.1 The Holder  covenants  and agrees to reasonably
cooperate in the  preparation  of the  Registration  Statement by providing such
information as the Company shall  reasonably need from the Holder to include the
Registrable Securities in the Registration Statement.

                  6.2 Expenses.  All expenses in connection  with  preparing and
filing  any  Registration  Statement  including,  without  limitation,  costs of
complying with federal and state securities laws and regulations, attorney's and
accounting fees of the Company,  printing  expenses and federal and state filing
fees  shall be  borne  in full by the  Company,  except  that  the  underwriting
commissions  and  expenses   attributable  to  the  Registrable   Securities  so
registered shall be borne by such Holders.

                  6.3  Indemnification.  Each Holder of  Registrable  Securities
will indemnify the Company,  and each person who controls the Company within the
meaning  of Section  15 of the  Securities  Act,  from and  against  any and all
losses, claims, damages, expenses and liabilities caused by any untrue statement
or alleged  untrue  statement  contained in any  registration  statement or in a
prospectus  furnished  under the Securities Act or caused by omission or alleged
omission  to state a material  fact  therein  necessary  to make the  statements
therein not misleading,  insofar as such losses, claims,  damages,  expenses and
liabilities are caused by such untrue  statement or alleged untrue  statement or
omission or alleged omission based upon information  furnished in writing to the
Company by any such Holder  expressly for use in any  registration  statement or
prospectus and will reimburse each such indemnified person, as incurred, for any
legal or other expenses reasonably incurred by them in investigating,  defending
or  preparing  to defend  any such loss,  claim,  damage,  liability,  action or
proceeding. In addition, each Holder will execute and deliver all such documents
and  undertakings  as the Company may reasonably deem necessary or desirable for
purposes of compliance with applicable  federal and state  securities laws. This
indemnity  agreement  is in  addition  to any  liability  which the  Holder  may
otherwise have.

         The Company agrees to indemnify and hold harmless the Holders (and each
person,  if any, who controls the Holders  within the meaning of the  Securities
Act) from and against any loss, claim, damage or liability, joint or several, to
which they may become subject (under the Securities Act or otherwise) insofar as
such  loss,  claim,  damage or  liability  (or action or  proceeding  in respect
thereof) arises out of, or is based upon, (A) any untrue


<PAGE>



statement or alleged  untrue  statement of a material fact  contained (x) in the
Registration  Statement,  any  preliminary  prospectus,  if  used  prior  to the
effective date of the Registration  Statement,  or any final prospectus,  or any
amendment  thereof or supplement  thereto,  or (y)in any blue sky application or
other  document  executed  by the  Company,  or based upon  written  information
furnished by the Company,  filed in any state or other  jurisdiction in order to
qualify  any or all of the  Registrable  Securities  under the  securities  laws
thereof (any such application,  document or information being hereinafter called
a "Blue Sky  Application"),  or (B) the omission or alleged omission to state in
the Registration  Statement,  any preliminary  prospectus,  if used prior to the
effective date of the Registration  Statement,  or any final prospectus,  or any
amendment thereof or supplement  thereto,  or in any Blue Sky Application,  of 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 will reimburse each such indemnified  person, as incurred,  for
any  legal or  other  expenses  reasonably  incurred  by them in  investigating,
defending or preparing to defend any such loss, claim, damage, liability, action
or proceeding;  provided,  however,  that the Company shall not be liable in any
such case to the extent, but only to the extent,  that such loss, claim,  damage
or  liability  arises out of or is based upon an untrue  statement or an alleged
untrue  statement  or omission  or alleged  omission  made in such  Registration
Statement or in any Blue Sky Application in reliance upon and in conformity with
written  information  furnished  to the  Company by or on behalf of such  Holder
specifically  for use in preparation of the  Registration  Statement or any such
preliminary  prospectus or the final prospectus or any such amendment thereof or
supplement  thereto,  or  any  Blue  Sky  Application   (including   information
concerning  the  manner in which  the  Holders  intend  to  effect  sales of the
Registrable  Securities).  This  indemnity  agreement  is  in  addition  to  any
liability which the Company may otherwise have.

          7. Transfers to Comply with the  Securities  Act. The Company shall be
under no obligation to transfer this Warrant,  or any of the Common Stock issued
upon exercise of this Warrant,  unless and until the Company shall have received
an opinion of counsel,  reasonably acceptable to the Company, that such transfer
does not require registration of any such securities under the Securities Act or
any  applicable  state  securities  laws.  This Warrant and any Warrant Stock or
Other  Securities  may  not  be  sold,  transferred,  pledged,  hypothecated  or
otherwise disposed of except as follows:  (a) to a person who, in the opinion of
counsel to the Company, is a person to whom this Warrant or the Warrant Stock or
Other  Securities may legally be  transferred  without the delivery of a current
prospectus  under the Securities Act with respect  thereto and then only against
receipt of an  agreement  of such person to comply with the  provisions  of this
Section 8 with respect to any resale or other disposition of such securities; or
(b) to any person upon delivery of a prospectus then meeting the requirements of
the Securities Act relating to such securities and the offering thereof for such
sale or disposition, and thereafter to all successive assignees.

          8. Legend. Unless the shares of Warrant Stock or Other Securities have
been  registered  under the Securities Act, upon exercise of any of the Warrants
and the issuance of any of the shares of Warrant Stock, all


<PAGE>



certificates  representing  shares shall bear on the face thereof  substantially
the following legend:

 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED THE  "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS ("STATE LAWS"),  AND MAY NOT BE SOLD, OFFERED
FOR SALE,  ASSIGNED,  TRANSFERRED  OR OTHERWISE  DISPOSED OF, UNLESS  REGISTERED
PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS OR AN
OPINION OF COUNSEL IS OBTAINED  STATING THAT SUCH  DISPOSITION  IS IN COMPLIANCE
WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

             9.  Supplements and  Amendments.  The Company may from time to time
supplement or amend this Warrant  Certificate without the approval of any Holder
of Warrant Certificates in order to cure any ambiguity, to correct or supplement
any provision  contained herein which may be defective or inconsistent  with any
provisions  herein,  or to make any other  provisions  in regard to  matters  or
questions  arising  hereunder  which the Company may deem necessary or desirable
and which the Company determines shall not adversely affect the interests of the
Holders of Warrant Certificates.

         10.  Notices.  All notices  required  hereunder shall be in writing and
shall be deemed given when telegraphed,  delivered personally or within two days
after mailing when by certified or registered mail, return receipt requested, to
the Company or the Holder, as the case may be, for whom such notice is intended,
at the  address of such party as set forth on the first  page,  or at such other
address of which the Company or the Holder has been advised by notice hereunder.

         11.  Applicable  Law.  The Warrant is issued under and shall for all
purposes be governed by and construed in accordance with the laws of the State
of Massachusetts.

         12.  Captions.  The caption headings of the Sections of this Warrant
Certificate are for convenience of reference only and are not intended, nor
should they be construed as, a part of this Warrant Certificate and shall be
given no substantive effect.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.

ATTEST [SEAL]                                      FIBERCORE, INC.
 -------------------------
By:_______________________
                                                   Name:/s/ Michael J. Beecher
                                                        -----------------------
                                                   Title: Chief Financial
                                                          Officer

                                                   Name:/s/ Charles DeLuca
                                                        ------------------------
                                                   Title: Vice President
                                                          Secretary