AGREEMENT AND PLAN OF REORGANIZATION
                                     Between
                                Venturecap, Inc.
                                       And
                             FiberCore Incorporated


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                                TABLE OF CONTENTS


<S>                                                                                                              <C>
RECITALS .........................................................................................................1

ARTICLE 1. DEFINITIONS............................................................................................1
         1.1      Certain Definitions.............................................................................1
         1.2      Other Definitions...............................................................................2

ARTICLE 2. THE MERGER.............................................................................................2
         2.1      Effective Time of the Merger....................................................................2
         2.2      Effects of the Merger...........................................................................2
         2.3      Effect on Capital Stock.........................................................................3
         2.4      Exchange of Certificates........................................................................4

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF FIBERCORE............................................................5
         3.1      Organization and Standing.......................................................................5
         3.2      Capital Structure...............................................................................5
         3.3      Authority.......................................................................................6
         3.4      Brokers or Finders..............................................................................6

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF VENTURECAP...........................................................6
         4.1      Organization....................................................................................6
         4.2      Capital Structure...............................................................................6
         4.3      Authority.......................................................................................7
         4.4      No Violation or Conflict........................................................................7
         4.5      Consent of Governmental Authorities.............................................................8
         4.6      Information and Disclosure Statement............................................................8
         4.7      Information Supplied............................................................................8
         4.8      Shares of Common Stock..........................................................................8
         4.9      Litigation......................................................................................9
         4.10     Environmental Liability.........................................................................9
         4.11     Subsidiaries....................................................................................9
         4.12     Property........................................................................................9
         4.13     Prior Activities................................................................................9
         4.14     Tax Matters.....................................................................................9
         4.15     Financial Statements...........................................................................10
         4.16     Employee Matters...............................................................................11
         4.17     Employee Benefit Plans.........................................................................11
         4.18     Bank Accounts..................................................................................11
         4.19     Brokers or Finders.............................................................................11
         4.20     Public Filings.................................................................................11

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         4.21     Compliance With Laws...........................................................................11

ARTICLE 5. COVENANTS RELATING TO CONDUCT OF BUSINESS.............................................................12
         5.1      Dividends; Changes in Stock....................................................................12
         5.2      Issuance of Securities.........................................................................12
         5.3      Governing Documents............................................................................12
         5.4      Accounting Practices...........................................................................12
         5.5      Other Agreements...............................................................................12
         5.6      Liabilities....................................................................................13
         5.7      Dividends; Changes in Stock....................................................................13
         5.8      Agreements.....................................................................................13
         5.9      Issuance of Securities.........................................................................13
         5.10     No Dispositions................................................................................13
         5.11     Governing Documents............................................................................13
         5.12     No Acquisitions................................................................................13
         5.13     Accounting Practices...........................................................................14
         5.14     Other Agreements...............................................................................14
         5.15     Recapitalization...............................................................................14

ARTICLE 6. OMITTED ..............................................................................................14

ARTICLE 7. ADDITIONAL AGREEMENTS.................................................................................14
         7.1      Legal Conditions to the Merger.................................................................14
         7.2      Shareholders' Approval.........................................................................14
         7.3      Delivery of Stock Certificates.................................................................14
         7.4      Tax Treatment..................................................................................15
         7.5      Board of Directors.............................................................................15

ARTICLE 8. CONDITIONS PRECEDENT..................................................................................15
         8.1      Conditions to Each Party's Obligations to Effect the
                  Merger.........................................................................................15
         8.2      Conditions to Obligations of Venturecap........................................................16
         8.3      Conditions to Obligations of FiberCore.........................................................17

ARTICLE 9. OMITTED ..............................................................................................18

ARTICLE 10. CLOSING..............................................................................................18
         10.1     Closing Date...................................................................................18
         10.2     Filing Date....................................................................................18

ARTICLE 11. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
          .......................................................................................................19


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ARTICLE 12. PAYMENT OF EXPENSES..................................................................................19
         12.1      Payment of Expenses...........................................................................19

ARTICLE 13. TERMINATION, AMENDMENT AND WAIVER....................................................................20
         13.1     Termination....................................................................................21
         13.2     Effect of Termination..........................................................................21
         13.3     Amendment......................................................................................21
         13.4     Extension; Waiver..............................................................................21

ARTICLE 14. LIMITATION ON LIABILITY..............................................................................22
         14.1     Liabilities of FiberCore.......................................................................22

ARTICLE 15. GENERAL..............................................................................................22
         15.1     Notices........................................................................................22
         15.2     Headings.......................................................................................23
         15.3     Counterparts...................................................................................23
         15.4     Binding Nature.................................................................................23
         15.5     Other Agreements...............................................................................23
         15.6     Good Faith.....................................................................................23
         15.7     Applicable Law.................................................................................23
         15.8     No Third Party Beneficiaries...................................................................23
         15.9     Severability...................................................................................23

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                                    SCHEDULES

Schedule 3.2                        Outstanding Equity Securities of FiberCore
Schedule 4.11                       Subsidiaries of Venturecap
Schedule 4.13                       Liabilities of Venturecap
Schedule 4.14                       Taxes
Schedule 4.15(a)                    Annual Financial Statements
Schedule 4.15(b)                    April Financial Statements
Schedule 4.16                       Venturecap Employees
Schedule 4.18                       Bank Accounts
Schedule 4.20                       Venturecap Documents Filed with Regulators

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                                    EXHIBITS

Exhibit A      Merger Agreement
Exhibit B      Certificate of Incorporation of Surviving Corporation 
Exhibit C      Bylaws of Surviving  Corporation 
Exhibit D      Directors of Surviving Corporation 
Exhibit E      Officers of  Surviving  Corporation  
Exhibit F      Opinion of  Venturecap's  Counsel
Exhibit G      Form of Principals' Letter 
Exhibit H      Certificate of Duane Midgley

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                      AGREEMENT AND PLAN OF REORGANIZATION

         THIS  AGREEMENT  is made and  entered  into as of the 18th day of July,
1995, by and among Venturecap,  Inc., a Nevada corporation  ("Venturecap"),  and
FiberCore Incorporated a Nevada corporation ("FiberCore").

                                    RECITALS

         A. The respective  Boards of Directors of Venturecap and FiberCore have
approved the merger of FiberCore with and into Venturecap  (the "Merger"),  upon
the terms and  subject  to the  conditions  set forth  herein  and in the Merger
Agreement  annexed as Exhibit A (the "Merger  Agreement"),  as a result of which
FiberCore  will be merged into  Venturecap  and the  shareholders  of  FiberCore
(other than  shareholders  who  perfect  appraisal  rights)  will be entitled to
receive the consideration provided in this Agreement.

         B. The  parties  hereto  desire to set forth  certain  representations,
warranties  and covenants  made by Venturecap to FiberCore,  and by FiberCore to
Venturecap, and the conditions precedent to the consummation of the Merger.

         C. The Boards of Directors of Venturecap and  FiberCore,  respectively,
have  approved  and  adopted  this  Agreement  and  the  Merger  as  a  plan  of
reorganization  under the provisions of Section  368(a) of the Internal  Revenue
Code of 1986, as amended (the "Code").

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
provisions,  agreements and covenants herein contained, Venturecap and FiberCore
hereby agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS

1.1 Certain  Definitions.  The terms defined in this Section 1.1 shall,  for all
purposes of this  Agreement,  have the  meanings  herein  specified,  unless the
context expressly or by necessary implication otherwise requires:



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         (a)  "Dissenting  Shares" shall mean shares of FiberCore  Capital Stock
which shall be owned by  shareholders  who shall duly  perfect and pursue  their
appraisal  rights  with  respect to such  shares in  accordance  with the Nevada
Corporation Law.

         (b)  "Dissenting   Shareholders"   shall  mean  those  shareholders  of
FiberCore who are holders of and are entitled to Dissenting Shares.

         (c) "SEC" shall mean the Securities and Exchange Commission.

         (d) "FiberCore Capital Stock" means the common stock of FiberCore,  par
value $0.01 per share.

         (e)  "FiberCore  Shareholders"  shall  mean all  holders  of  FiberCore
Capital Stock immediately prior to the Effective Time of the Merger.

         (f) "Subsidiary"  means a corporation whose voting securities are owned
directly  or  indirectly  by a  "parent"  corporation  in  such  amounts  as are
sufficient  to elect at  least a  majority  of the  Board  of  Directors  of the
Subsidiary.

         (g) "Venturecap Common" means the common stock of Venturecap, par value
$.001 per share.

1.2 Other Definitions.  In addition to the terms defined in Section 1.1, certain
other terms are defined  elsewhere in this  Agreement;  whenever  such terms are
used in this Agreement they shall have their respective defined meanings, unless
the context expressly or by necessary implication otherwise requires.

                                   ARTICLE 2.

                                   THE MERGER

2.1 Effective Time of the Merger.  Subject to the provisions of this  Agreement,
the Articles of Merger, together with all other required certificates,  shall be
filed in accordance  with the Nevada Revised  Statutes as soon as practicable on
or after the Closing  Date (as defined in Section 10.1 of this  Agreement).  The
Merger  shall become  effective  upon the filing of such  certificates  with the
Nevada Secretary of State (the "Effective Time of the Merger").

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2.2 Effects of the Merger. At the Effective Time of the Merger:

         (a) the separate existence of FiberCore shall cease and FiberCore shall
be merged with and into Venturecap as the surviving  corporation (the "Surviving
Corporation").

         (b) the  Certificate  of  Incorporation  and  By-laws of the  Surviving
Corporation  shall be in the form  attached to this  Agreement  as Exhibit B and
Exhibit C, respectively; and

         (c) the  persons  listed  on  Exhibit D shall be the  directors  of the
Surviving Corporation, and shall continue to act as such, until their respective
successors are duly elected and  qualified,  and the persons listed on Exhibit E
shall hold the offices in the Surviving  Corporation  listed next to their names
until their respective successors are duly elected and qualified.

2.3 Effect on Capital Stock.  As of the Effective Time of the Merger,  by virtue
of the Merger and  without any action on the part of the holder of any shares of
the issued and outstanding shares of FiberCore Capital Stock:

         (a)  Cancellation  of FiberCore Stock Owned by Venturecap or FiberCore.
All shares of FiberCore  Capital  Stock,  if any, that are owned by FiberCore or
directly or indirectly by Venturecap, or any Subsidiary of Venturecap,  shall be
canceled,  and no stock of Venturecap or other  consideration shall be delivered
in exchange therefor.

         (b)  Conversion  of FiberCore  Capital  Stock and  Options.  Other than
shares  to be  canceled  pursuant  to  Section  2.3(a),  Dissenting  Shares  and
fractional shares as provided in Section 2.3(e), each share of FiberCore Capital
Stock issued and  outstanding  immediately  prior to the  Effective  Time of the
Merger  shall be  converted,  without  any  action  on the  part of the  holders
thereof,  into 3.6713070 shares  (hereinafter,  the "Exchange Ratio" or the "Per
Share Merger  Consideration")  of issued and outstanding  Venturecap  Common. An
aggregate of 24,250,000 shares of Venturecap Common will be issued in the Merger
if all  6,605,277  shares of FiberCore  Capital Stock  outstanding  prior to the
Effective  Time of the Merger are converted  into shares of  Venturecap  Common.
With  respect to  unexpired  options  ("Options")  or warrants  ("Warrants")  or
convertible securities ("Convertible Securities"), whether or not

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exercisable  or  convertible,  as the case may be, at the Effective  Time of the
Merger,  outstanding  on the Effective Time of the Merger which have been issued
by FiberCore,  each such Option or Warrant or  Convertible  Security  shall,  by
virtue of the Merger and without  any action on the part of the holder  thereof,
be  converted  into the right to receive,  for each share of  FiberCore  Capital
Stock subject thereto,  the Per Share Merger  Consideration  upon payment of the
exercise price specified in such Option or Warrant or conversion price specified
in such  Convertible  Security subject to the expiration date and other terms of
such Options or Warrants or Convertible Securities.

         (c)  Adjustments  of  Exchange  Ratio.  If,  between  the  date of this
Agreement  and the  Effective  Time of the  Merger,  the  outstanding  shares of
Venturecap  Common or  FiberCore  Capital  Stock shall have been  changed into a
different   number   of  shares   or  a   different   class  by  reason  of  any
reclassification, recapitalization, split-up, combination, exchange of shares or
readjustment,  not  contemplated by this Agreement,  the Exchange Ratio shall be
correspondingly adjusted.

         (d) Dissenters' Rights of FiberCore Shareholders. Any Dissenting Shares
shall not be converted  into  Venturecap  Common but shall be converted into the
right to receive such  consideration as may be determined to be due with respect
to such Dissenting Shares pursuant to the Nevada Revised Statutes.  In the event
of the legal  obligation,  after the  Effective  Time of the Merger,  to deliver
shares of Venturecap Common to any Dissenting  Shareholder who shall have failed
to make an  effective  demand for  appraisal  or shall have lost his status as a
Dissenting  Shareholder,  Venturecap shall issue and deliver,  upon surrender by
such  Dissenting  Shareholder of his  certificate or  certificates  representing
shares of FiberCore Capital Stock, the shares of Venturecap Common to which such
Dissenting  Shareholder  is then entitled under this Section 2.3, and the Nevada
Revised Statutes.

         (e) Fractional  Shares. No fractional shares of Venturecap Common shall
be issued,  but in lieu thereof each holder of shares of FiberCore Capital Stock
who would  otherwise be entitled to receive a fraction of a share of  Venturecap
Common shall receive a whole share of Venturecap Common.

2.4 Exchange of Certificates.

                                        4

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         (a) Exchange Procedures.  On and after the Effective Time of the Merger
each  holder of a  certificates  representing  outstanding  shares of  FiberCore
Capital  Stock (the  "Certificates"),  shall be  entitled  to  receive  upon the
surrender  of  such  Certificates  to an  office  of the  Surviving  Corporation
designated  for the purpose the number of shares of  Venturecap  Common to which
the holder of  FiberCore  Capital  Stock is entitled  pursuant to Section 2.3 of
this  Agreement and is  represented  by the  Certificates  so  surrendered.  The
Certificates  so  surrendered  shall  forthwith be  canceled.  In the event of a
transfer of ownership of FiberCore  Capital Stock which is not registered in the
transfer  records of FiberCore,  the appropriate  number of shares of Venturecap
Common may be delivered  to a transferee  if the  Certificate  representing  the
right  to  receive  such  Venturecap  Common  is  presented  to  Venturecap  and
accompanied  by all documents  required to evidence and effect such transfer and
to evidence  that any  applicable  stock  transfer  taxes have been paid.  Until
surrendered  as  contemplated  by this Section 2.4,  each  Certificate  shall be
deemed at any time after the Effective Time of the Merger to represent the right
to receive  upon such  surrender  the number of shares of  Venturecap  Common as
provided by Section 2.3 and the provisions of the Nevada Corporation Law.

         (b) No  Further  Ownership  Rights  in  FiberCore  Capital  Stock.  All
Venturecap  Common  delivered  upon the  surrender  for  exchange  of  shares of
FiberCore  Capital Stock in accordance  with the terms hereof shall be deemed to
have been delivered in full satisfaction of all rights pertaining to such shares
of FiberCore Capital Stock. There shall be no further  registration of transfers
on the  stock  transfer  books of the  Surviving  Corporation  of the  shares of
FiberCore  Capital  Stock  which  were  outstanding  immediately  prior  to  the
Effective  Time of the  Merger.  If,  after the  Effective  Time of the  Merger,
Certificates  are presented to the Surviving  Corporation  for any reason,  they
shall be canceled and exchanged as provided in this Article 2.


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                                   ARTICLE 3.

                   REPRESENTATIONS AND WARRANTIES OF FIBERCORE

         FiberCore  represents  and warrants to Venturecap as of the date hereof
and as of the Closing as follows:

3.1  Organization  and  Standing.  FiberCore is a  corporation  duly  organized,
validly existing, and in good standing under the laws of the jurisdiction of its
incorporation, and has the full power and authority (corporate and otherwise) to
carry on its business in the places and as it is now being  conducted and to own
and lease the properties and assets which it now owns or leases.

3.2 Capital  Structure.  The authorized  capital stock of FiberCore  consists of
20,000,000  shares of FiberCore Capital Stock, of which 6,605,277 are issued and
outstanding.  All of the  outstanding  shares of  FiberCore  Capital  Stock were
issued in compliance with applicable  federal and state  securities laws, and no
further  registration,  qualification  or other compliance under such securities
laws is required.  All of the outstanding  shares of FiberCore Capital Stock are
validly  issued,  fully paid and  nonassessable  and not  subject to  preemptive
rights created by statute,  FiberCore's  Articles of  Incorporation or Bylaws or
any  agreement  to  which  FiberCore  is a party  or is  bound.  Except  for the
foregoing,  and as set forth on Schedule 3.2 there are no equity  securities  of
any class of FiberCore  or any  security  exchangeable  or  convertible  into or
exercisable  for such  equity  securities,  issued,  reserved  for  issuance  or
outstanding.  Except  as set  forth  on  Schedule  3.2,  there  are no  options,
warrants,  calls,  rights,  commitments  or agreements of any character to which
FiberCore  is a party or by which it is bound  obligating  FiberCore  to  issue,
deliver or sell, or cause to be issued,  delivered or sold, additional shares of
capital  stock of FiberCore or  obligating  FiberCore to grant,  extend or enter
into any such option, warrant, call, right, commitment or agreement.

3.3  Authority.  FiberCore  has all requisite  corporate  power and authority to
enter into this  Agreement  and,  subject to approval of this  Agreement  by the
shareholders of FiberCore,  to consummate the transactions  contemplated hereby.
The  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions contemplated hereby have been duly authorized by the Board of

                                        6

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Directors  of  FiberCore,  subject  to  such  approval  by the  shareholders  of
FiberCore. This Agreement has been duly executed and delivered by FiberCore and,
subject to such approval by the  shareholders of FiberCore,  constitutes a valid
and binding obligation of FiberCore, enforceable against FiberCore in accordance
with its  terms,  except to the  extent  that  their  enforcement  is limited by
bankruptcy,  insolvency,  reorganization  or other laws relating to or affecting
the  enforcement  of creditors'  rights  generally and by general  principles of
equity.

3.4 Brokers or Finders.  Except with respect to the Armand Group,  FiberCore has
not incurred, and shall not incur, directly or indirectly, any liability for any
brokerage  or finders'  fees or agents  commissions  or any  similar  charges in
connection with this Agreement or any transaction contemplated hereby.

                                   ARTICLE 4.

                  REPRESENTATIONS AND WARRANTIES OF VENTURECAP

         Venturecap  represents  and warrants to FiberCore as of the date hereof
and as of the Closing as follows:

4.1 Organization.  Venturecap is a corporation duly organized,  validly existing
and in good standing  under the laws of its state of  incorporation.  Venturecap
has the corporate  authority to (A) own or lease and operate its  properties and
(B) conduct its business as presently conducted.

4.2 Capital  Structure.  The  authorized  capital stock of Venturecap  presently
consists of 20,000,000 shares of Venturecap  Common, of which 955,451 shares are
issued and outstanding. As set forth in Section 5.15 prior to the Effective Time
of the Merger the  authorized  capital stock of Venturecap  will be increased to
100,000,000  shares of  Venturecap  Common and  10,000,000  shares of  preferred
stock,  par value $.001 per share;  and  Venturecap  will effect a reverse stock
split so that 750,000 shares of Venturecap  Common will be  outstanding.  All of
the outstanding shares of Venturecap Common Stock were issued in compliance with
applicable   federal  and  state  securities  laws,  no  further   registration,
qualification  or other  compliance  under such securities laws is required.  No
shareholder or group of shareholders of Venturecap  could be characterized as an
underwriter under the Securities Act



<PAGE>



of 1933, as amended,  and all shareholders of Venturecap received their stock in
private  offerings.  All of the  outstanding  shares of  Venturecap  Common  are
validly  issued,  fully paid and  nonassessable  and not  subject to  preemptive
rights created by statute,  Venturecap's  Articles of Incorporation or Bylaws or
any  agreement  to which  Venturecap  is a party  or is  bound.  Except  for the
foregoing  and  except  as set  forth  in  Section  5.15,  there  are no  equity
securities  of  any  class  of  Venturecap  or  any  security   exchangeable  or
convertible into or exercisable for such equity securities, issued, reserved for
issuance  or  outstanding.  There  are  no  options,  warrants,  calls,  rights,
commitments or agreements of any character to which Venturecap or any Subsidiary
of Venturecap is a party or by which any of them is bound obligating Venturecap,
or such Subsidiary to issue,  deliver or sell, or cause to be issued,  delivered
or sold, additional shares of capital stock of Venturecap, or such Subsidiary or
obligating Venturecap or such Subsidiary to grant, extend or enter into any such
option,  warrant,  call,  right,  commitment or  agreement.  There are no voting
trusts or other  agreements  or  understandings  with  respect  to the shares of
capital stock of Venturecap or any Subsidiary of Venturecap.

4.3  Authority.  Venturecap has all requisite  corporate  power and authority to
enter  into this  Agreement  and to  consummate  the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation of the
transactions  contemplated  hereby  have  been duly  authorized  by the Board of
Directors of Venturecap.  This Agreement has been duly executed and delivered by
Venturecap  and  constitutes  a valid  and  binding  obligation  of  Venturecap,
enforceable  against  Venturecap  in  accordance  with its terms,  except to the
extent that its enforcement is limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting  the  enforcement  of  creditors'  rights
generally and by general principles of equity.

4.4 No  Violation or  Conflict.  The  execution,  delivery  and  performance  by
Venturecap of this Agreement and the Merger  Agreement and the  consummation  by
Venturecap of the transactions  contemplated hereby and thereby:  (A) do not and
will not violate or conflict  with any  provision of law or  regulation,  or any
writ,  order,  judgment  or decree of any court or  governmental  or  regulatory
authority, or any provision of Venturecap's Articles of Incorporation or Bylaws;
and (B) do not and will not,  with or without  the passage of time or the giving
of notice, result in the



<PAGE>



breach of, or constitute a default,  cause the  acceleration of performance,  or
require  any consent  under,  or result in the  creation of any lien,  charge or
encumbrance  upon any property or assets of Venturecap  pursuant to any material
instrument or agreement to which Venturecap is a party or by which Venturecap or
its properties may be bound or affected.

4.5  Consent of  Governmental  Authorities.  Other than in  connection  with the
Nevada  Revised  Statutes,   no  consent,   approval  or  authorization  of,  or
registration,  qualification or filing with any federal, state, local or foreign
governmental or regulatory authority is required to be made by Venturecap or any
of its Subsidiaries in connection with the execution, delivery or performance by
Venturecap of this  Agreement and the Merger  Agreement or the  consummation  by
Venturecap of the transactions contemplated hereby or thereby.

4.6 Information and Disclosure  Statement.  As of the respective dates they were
filed, the Information and Disclosure Statements filed by Venturecap,  including
all documents attached thereto, complied in all material respects with the rules
and  regulations  of the SEC  and did not  contain  any  untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. No material changes have occurred in
the  financial  condition of Venturecap  since the  Information  and  Disclosure
Statement was filed.

4.7  Information  Supplied.  As of the date of this  Agreement  and at all times
subsequent thereto until the Closing Date none of the information provided or to
be  provided  by  Venturecap  to  FiberCore  in writing in  connection  with the
transactions  contemplated by this Agreement contains or will contain any untrue
statement of a material  fact or omits or will omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

4.8 Shares of Common Stock.  The shares of Venturecap  Common will,  when issued
and  delivered  to  the  shareholders  of  FiberCore  in  accordance  with  this
Agreement, be duly authorized, validly issued,



<PAGE>



fully paid and nonassessable, and subject to no encumbrances of any kind.

4.9  Litigation.  Venturecap is not and never has been a party to any litigation
and no litigation has been ever been threatened against Venturecap.

4.10 Environmental  Liability.  Venturecap (i) does not come within the scope of
42 U.S.C.  9607(a)(1)  through  (a)(4);  (ii)  could not be liable  for or incur
response  costs or  similar  costs  under 42 U.S.C.  9607  (including  costs and
damages listed under 42 U.S.C.  9607(A)- (D)), or any other similar statute,  or
regulation when and if such costs are incurred by the United States  Government,
or another person or entity;  or (iii) could not incur any  liability,  or costs
associated with reclaiming,  decontaminating or restoring any property including
land, real property or personal property  relating to any environmental  statute
based on past activity, ownership, status, affiliations or otherwise.

4.11 Subsidiaries. Venturecap does not now have nor has it ever had Subsidiaries
or equity investments of any kind.

4.12 Property.  Neither Venturecap nor any of its Subsidiaries has ever owned or
leased any real property.  There are no liens or encumbrances of any kind on the
assets or properties of Venturecap or any of its Subsidiaries.

4.13 Prior Activities.  Except as set forth in Schedule 4.13, neither Venturecap
nor any of its Subsidiaries has any liabilities whether contingent,  liquidated,
unliquidated, matured, unmatured, or otherwise, nor is Venturecap a party to any
agreements,  or  contracts,  whether  written  or oral.  Except  as set forth on
Schedule 4.13 neither  Venturecap nor any of its Subsidiaries has engaged in any
business or activities of any type or kind  whatsoever and neither is subject to
or bound by any obligation or  undertaking  which are not  contemplated  by this
Agreement or incurred in connection with its incorporation.

4.14 Tax Matters.  All tax returns and other  similar  documents  (collectively,
"Returns")  required  to be  filed  with  respect  to  Venturecap  or any of its
Subsidiaries   have  been  timely  filed  with  the   appropriate   governmental
authorities  in all  jurisdictions  in which  such  returns  and  documents  are
required to be filed, all of



<PAGE>



the foregoing as filed are true,  correct and complete in all material  respects
and  reflect  accurately  all  liabilities  for  taxes  of  Venturecap  and  its
Subsidiaries for the periods to which such returns and documents relate, and all
amounts shown as owing thereon have been paid.  All Returns are attached  hereto
as part of Schedule 4.14. All material,  profits,  franchise,  sales, use, value
added,  occupancy,  property,  excise,  payroll,  FICA,  FUTA  and  other  taxes
(including interest and penalties), if any, collectible or payable by Venturecap
and its  Subsidiaries or relating to or chargeable  against any of their assets,
revenues or income  through  December 31, 1994 were fully  collected and paid by
such date or provided for by adequate reserves in Venturecap's December 31, 1994
financial  statements.  No claims or  deficiencies  have been  asserted  against
Venturecap  or any  Subsidiary  with respect to any taxes or other  governmental
charges or levies which have not been paid or  otherwise  satisfied or for which
accruals  or  reserves  have not been  made in  Venturecap'  December  31,  1994
financial  statements,  there exists no  reasonable  basis for the making of any
such claims. Except as disclosed on Schedule 4.14, neither Venturecap nor any of
its  Subsidiaries  have waived any  restrictions  on assessment or collection of
taxes or consented to the  extension of any statute of  limitations  relating to
taxation.

4.15 Financial Statements.  (a) The audited balance sheets of Venturecap and its
Subsidiaries  as at December  31, 1987,  December  31, 1988,  December 31, 1989,
December 31, 1990,  December 31, 1991,  December 31, 1992, December 31, 1993 and
December 31, 1994 and the related  audited  statements of income,  stockholders'
equity and cash flows for the respective  years then ended,  including the notes
thereto, and the reports thereon of Duane Midgley,  independent certified public
accountants  (the  "Company  Financial  Statements"),  are  attached  hereto  as
Schedule  4.15(a).   The  Company  Financial   Statements   present  fairly  the
consolidated  financial position and the results of operations of Venturecap and
its  Subsidiaries  as of the dates and for the periods  indicated on the Company
Financial  Statements,  in  each  case in  conformity  with  generally  accepted
accounting  principles  ("GAAP"),  consistently  applied  during  such  periods.
Venturecap  and  its  Subsidiaries  do not  have  any  material  liabilities  or
obligations of any nature (whether accrued, absolute, contingent,  unasserted or
otherwise) except (1) as disclosed, reflected or reserved against in the balance
sheet dated December 31, 1994 included in the Company Financial Statements and



<PAGE>



the  notes  thereto  and (2)  for  items  explicitly  disclosed  in the  Interim
Financial Statements (as defined below).

                  (b) Attached  hereto as Schedule  4.15(b) is the balance sheet
(the "April  Balance  Sheet") of  Venturecap  as of April 30, 1995 (the "Balance
Sheet Date") and the related statements of income, stockholders' equity and cash
flows for the four-month period then ended (the "Interim Financial Statements").
The Interim Financial  Statements present fairly, in all material respects,  the
financial  position and results of operations of Venturecap and its Subsidiaries
as of  the  dates  and  for  the  periods  indicated  on the  Interim  Financial
Statements,  in accordance with GAAP,  consistently  applied with prior periods,
except that the Interim  Financial  Statements do not contain footnotes and will
be subject to normal year-end adjustments.  At the Effective Time of the Merger,
Venturecap will have no liabilities of any kind.

4.16 Employee Matters.  Venturecap and its Subsidiaries  have no employees,  and
except as set forth in Schedule 4.16 have never paid or owed compensation to any
officers, directors or employees, consultants or contractors person for services
performed.  There  are  no  employment  contracts  in  effect  with  respect  to
Venturecap.

4.17 Employee  Benefit Plans. (A) There are not now nor have there ever been any
bonus, deferred  compensation,  incentive  compensation,  stock purchase,  stock
option,  severance or termination pay, hospitalization or other medical, life or
other insurance, supplemental unemployment benefits, profit-sharing, pension, or
retirement plan, program, agreement or arrangement, other employee benefit plan,
program, agreement or arrangement (other than arrangements involving the payment
of wages), sponsored, maintained or contributed to or required to be contributed
to by Venturecap or any of its Subsidiaries or by any trade or business, whether
or not incorporated (an "ERISA  Affiliate") that together with Venturecap or any
of its  Subsidiaries  would be deemed a "single  employer" within the meaning of
section  4001(a)(14) of the Employee  Retirement Income Security Act of 1974, as
amended, and the rules and regulations promulgated thereunder ("ERISA"), for the
benefit of any current or former employee,  director or officer of Venturecap or
any of its Subsidiaries or any ERISA  Affiliate,  whether formal or informal and
whether legally binding or not (the "Plans") with respect to which Venturecap or
any of its Subsidiaries or any ERISA Affiliate has or may in the future have



<PAGE>



any liability or obligation to contribute or make payments of any kind.

         (B)  No  liability  under  Title  IV of  ERISA  has  been  incurred  by
Venturecap or any of its Subsidiaries or any ERISA Affiliate since the effective
date of ERISA that has not been satisfied in full, and no condition  exists that
presents a material risk to Venturecap  or any of its  Subsidiaries  or an ERISA
Affiliate of incurring a liability under such Title,

4.18 Bank Accounts.  Schedule 4.18 includes a list of all bank accounts and safe
deposit  boxes in the name of or  controlled  by  Venturecap  within the last 24
months or any of their Subsidiaries and the persons having access thereto.

4.19  Brokers or Finders.  Venturecap  has not and shall not incur,  directly or
indirectly,  any  liability  for  any  brokerage  or  finders'  fees  or  agents
commissions  or any similar  charges in  connection  with this  Agreement or any
transaction contemplated hereby.

4.20  Public  Filings.  Attached  hereto  as  Schedule  4.20 are  copies  of all
documents  filed by  Venturecap  with  state or federal  securities  regulators,
agencies or  departments  and all  Information  Disclosure  Statements  filed by
Venturecap.

4.21 Compliance With Laws. Neither Venturecap nor its officers or directors have
committed any acts,  made any  statements,  failed to timely file any documents,
failed to timely comply with any NASD rules,  failed to timely publicly disclose
any  information,  or failed to do any other acts, which acts or failures to act
could give rise to any liability,  or cause of action  whatsoever  (whether by a
public entity or a private  person)  under state or federal  securities or fraud
statutes or regulations, or under any other statutes or regulations.

                                   ARTICLE 5.

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

         During the period from the date of this,  FiberCore  agrees  (except as
expressly  contemplated by this Agreement or to the extent that Venturecap shall
otherwise consent in writing) that:




<PAGE>



5.1  Dividends;  Changes in Stock.  FiberCore  shall not:  (i)  declare,  pay or
promise to pay any dividends on or make other distributions in respect of any of
its capital stock, (ii) split, combine or reclassify any of its capital stock or
issue or authorize  the issuance of any other  securities in respect of, in lieu
of or in  substitution  for  shares  of  capital  stock  of  FiberCore  or (iii)
repurchase or otherwise acquire any shares of its capital stock.

5.2  Issuance  of  Securities.  FiberCore  shall not  issue,  deliver or sell or
authorize,  promise or propose the issuance, delivery or sale of, or purchase or
promise or propose the purchase of, any shares of its capital stock or any class
or securities  exercisable or convertible  into or exchangeable  for, or rights,
warrants or options to acquire, any such shares or other convertible securities,
other than at fair value.

5.3 Governing Documents. FiberCore shall not amend its Articles of Incorporation
or Bylaws, except as contemplated in this Agreement or the Merger Agreement.

5.4 Accounting  Practices.  FiberCore  shall not alter the manner of keeping its
books,  accounts or records,  or change in any manner the  accounting  practices
therein reflected.

5.5 Other Agreements.  FiberCore shall not agree, in writing or otherwise, to do
any of the foregoing.

         During the period from the date of this Agreement and continuing  until
the  Effective  Time of the  Merger,  Venturecap  agrees  (except  as  expressly
contemplated  by this Agreement or to the extent that FiberCore  shall otherwise
consent in writing) that:

5.6 Liabilities.  Venturecap will not incur  liabilities of any kind whatsoever,
including,  but not limited to, matured,  unmatured,  liquidated,  unliquidated,
contingent liabilities, other than liabilities not to exceed $1,000 arising from
consummation of this Agreement.  Venturecap will not conduct any business, other
than business  necessary to consummate  the  transactions  contemplated  by this
Agreement.

5.7  Dividends;  Changes in Stock.  Venturecap  shall not: (i)  declare,  pay or
promise to pay any dividends on or make other



<PAGE>



distributions in respect of any of its capital stock, (ii) split, reverse split,
combine  or  reclassify  any of its  capital  stock or issue  or  authorize  the
issuance of any other  securities  in respect of, in lieu of or in  substitution
for shares of capital  stock of  Venturecap  or (iii)  repurchase  or  otherwise
acquire any shares of its capital stock, except as specified in Section 5.15.

5.8  Agreements.  Venturecap  shall not enter into any  agreements or contracts,
whether oral or written.

5.9  Issuance  of  Securities.  Venturecap  shall not issue,  deliver or sell or
authorize,  promise or propose the issuance, delivery or sale of, or purchase or
promise or propose the purchase of, any shares of its capital stock or any class
or securities  exercisable or convertible  into or exchangeable  for, or rights,
warrants or options to acquire, any such shares or other convertible securities.

5.10 No Dispositions.  Venturecap shall not sell,  lease,  transfer or otherwise
dispose of any of its assets,  including  but not  limited  to, the  granting of
liens or security interests.

5.11  Governing   Documents.   Venturecap   shall  not  amend  its  Articles  of
Incorporation or Bylaws,  except as contemplated in this Agreement or the Merger
Agreement.

5.12 No  Acquisitions.  Venturecap  shall not  acquire  or agree to  acquire  by
merging or  consolidating  with, or by  purchasing a substantial  portion of the
assets of, or by any other manner, any business of any corporation, partnership,
association  or other  business  organization  or division  thereof or otherwise
acquire or agree to acquire any assets except with the prior written  consent of
FiberCore.


5.13 Accounting Practices.  Venturecap shall not alter the manner of keeping its
books,  accounts or records,  or change in any manner the  accounting  practices
therein reflected.

5.14 Other Agreements.  Venturecap shall not agree, in writing or otherwise,  to
do any of the foregoing.




<PAGE>



5.15  Recapitalization.  Venturecap shall effect a 1.27393466 to 1 reverse stock
split so that  immediately  prior to the  Effective  Time of the Merger  750,000
shares will be outstanding  and increase its  authorized  capital to 100,000,000
shares of Venturecap  Common, and authorize the issuance of 10,000,000 shares of
preferred  stock,  par  value  $.01 per  share,  the  terms  of  which  shall be
determined by the Board of Directors of Venturecap  after the Effective  Time of
the Merger.

                                   ARTICLE 6.

                                     OMITTED

                                   ARTICLE 7.

                              ADDITIONAL AGREEMENTS

7.1 Legal Conditions to the Merger.  Each party will take all reasonable actions
necessary to comply promptly with all legal requirements which may be imposed on
such party with  respect to the  Merger  and will  promptly  cooperate  with and
furnish  information to the other party in connection with any such requirements
imposed  upon such other party in  connection  with the Merger.  Each party will
take all  reasonable  actions to obtain (and to cooperate  with the other party)
any  consent,  authorization,  order or approval  of, or any  exemption  by, any
governmental  entity,  or other third party,  required to be obtained or made by
such party or its  Subsidiaries  in connection  with the Merger or the taking of
any action contemplated thereby or by this Agreement.

7.2 Shareholders'  Approval.  Venturecap and FiberCore each agree to submit this
Agreement and any related matters to their respective shareholders for approval,
as provided by law and their respective  Articles of  Incorporation  and Bylaws,
immediately following the execution of this Agreement. The Board of Directors of
each of Venturecap and FiberCore will unanimously  recommend to their respective
shareholders  that such  shareholders  approve the transactions  contemplated by
this Agreement.

7.3  Delivery of Stock  Certificates.  Venturecap  will issue and deliver as and
when required by the provisions of this Agreement, certificates representing the
shares of  Venturecap  Common into which the shares of FiberCore  Capital  Stock
outstanding immediately



<PAGE>



prior to the Effective  Time of the Merger shall have been converted as provided
herein and deliver  substitute  option and  warrants  into which the options and
warrants outstanding immediately prior to the Effective Time of the Merger shall
have been converted as provided herein.

7.4 Tax Treatment.  FiberCore and  Venturecap  shall use best efforts to qualify
the  Merger,  and shall  use best  efforts  not to take any  action to cause the
Merger not to qualify,  as a  reorganization  under Section  368(a) of the Code.
From and after the Effective Time of the Merger,  (i) Venturecap  shall continue
FiberCore's  historic  business  or use a  significant  portion  of  FiberCore's
historic business assets in a business within the meaning of Treasury Regulation
Section   1.368-1(d),   and  (ii)  Venturecap   shall  treat  the  Merger  as  a
"reorganization" within the meaning of Section 368(a) of the Code and shall file
such  information  with its income tax  returns as may be  required  by Treasury
Regulation Section 1.368-3 or other applicable law.

7.5 Board of Directors. Venturecap will cause the persons listed in Exhibit D to
be the only members of its Board of Directors immediately following the Closing.

                                   ARTICLE 8.

                              CONDITIONS PRECEDENT

8.1 Conditions to Each Party's  Obligations to Effect the Merger. The respective
obligations  of each  party  to  effect  the  Merger  shall  be  subject  to the
satisfaction on or prior to the Closing Date of the following conditions:

         (a) Shareholder  Approval.  This Agreement shall have been approved and
adopted by the  required  affirmative  vote or consent of (i) the holders of the
outstanding  shares  of  FiberCore  Capital  Stock and (ii) the  holders  of the
outstanding shares of Venturecap Common.

         (b)  Government  Approvals.  All  authorizations,  consents,  orders or
approvals of, or declarations or filings with, or expira tion of waiting periods
imposed  by, any  governmental  entity  necessary  for the  consummation  of the
transactions  contemplated by this Agreement including, but not limited to, such
requirements



<PAGE>



under applicable state securities laws, shall have been filed,  occurred or been
obtained,  other than filings with and approvals by foreign governments relating
to the Merger if failure to make such filings or obtain such approvals would not
be materially  adverse to Venturecap or its  Subsidiaries  taken as a whole,  or
FiberCore.

         (c) Third-Party  Approvals.  Any and all consents or approvals required
from third parties shall have been obtained.

         (d)  Legal  Action.  No  temporary   restraining   order,   preliminary
injunction or permanent injunction or other order preventing the consummation of
the Merger  shall have been  issued by any  federal or state court and remain in
effect,  and no litigation  seeking the issuance of such an order or injunction,
or seeking the imposition against FiberCore or Venturecap of substantial damages
if the Merger is consummated, shall be pending which, in the good faith judgment
of FiberCore's or Venturecap's  Board of Directors has a reasonable  probability
of resulting in such order,  injunction or damages.  In the event any such order
or injunction  shall have been issued,  each party agrees to use its  reasonable
efforts to have any such injunction lifted.

         (e) Statutes. No statute, rule or regulation shall have been enacted by
the  government of the United States or any state or agency  thereof which would
make the consummation of the Merger illegal.

8.2 Conditions to Obligations  of Venturecap.  The  obligations of Venturecap to
effect the Merger are  subject to the  satisfaction  on or prior to the  Closing
Date of the following conditions, unless waived by Venturecap:

         (a) Representations and Warranties.  The representations and warranties
of  FiberCore  set  forth in this  Agreement  shall be true and  correct  in all
material  respects as of the date of this  Agreement and as of the Closing Date,
and Venturecap  shall have received a certificate or certificates to such effect
signed by the Chief Executive Officer of FiberCore.

         (b)  Performance  of  Obligations  of FiberCore.  FiberCore  shall have
performed in all material  respects all obligations  required to be performed by
it under this Agreement prior to the Closing Date,



<PAGE>



and Venturecap  shall have received a certificate  signed by the Chief Executive
Officer of FiberCore to such effect.

         (c) Corporate  Action.  Venturecap  shall have received from  FiberCore
certified  copies  of  resolutions  of  FiberCore's  shareholders  and  Board of
Directors   approving   and  adopting  this   Agreement  and  the   transactions
contemplated  hereby, and Venturecap shall have received a certificate signed on
behalf of FiberCore by the corporate secretary of FiberCore to such effect.

8.3  Conditions to  Obligations  of FiberCore.  The  obligations of FiberCore to
effect the Merger are  subject to the  satisfaction  on or prior to the  Closing
Date of the following conditions unless waived by FiberCore:

         (a) Representations and Warranties.  The representations and warranties
and  covenants  of  Venturecap  set  forth in this  Agreement  shall be true and
correct in all material  respects as of the date of this Agreement and as of the
Closing  Date,  and FiberCore  shall have  received a certificate  signed by the
Chief Executive Officer of Venturecap to such effect.

         (b)  Performance of Obligations  of Venturecap.  Venturecap  shall have
performed all  obligations  required to be performed by it under this  Agreement
prior to the Closing  Date,  and  FiberCore  shall have  received a  certificate
signed by the Chief Executive Officer of Venturecap to such effect.

         (c) Opinion of Venturecap's  Counsel.  FiberCore shall have received an
opinion  dated the  Closing  Date of Leonard  Nielsen,  counsel  to  Venturecap,
substantially in the form set forth in Exhibit F attached hereto.

         (d) No  Adverse  Tax  Opinion.  FiberCore  shall not have  obtained  an
opinion of counsel, who shall be reasonably satisfactory to Venturecap, that the
exchange  of shares  contemplated  by the  Merger  will not be  tax-free  to the
exchanging holders of FiberCore Capital Stock.

         (e) Corporate  Action.  FiberCore  shall have received from  Venturecap
certified  copies of  resolutions  of such  entities'  shareholders  and of such
entities  Boards of Directors  approving  and adopting  this  Agreement  and the
transactions contemplated hereby,



<PAGE>



and FiberCore  shall have  received a certificate  signed on behalf of each such
entity by the corporate secretary of each such entity to such effect.  FiberCore
shall have also  received a Report of Inspector of Elections  setting  forth the
vote of Venturecap shareholders relating to the shareholder meeting at which the
Merger is approved  (the  "Shareholder  Meeting") and an affidavit by the person
mailing  the  notices of the  shareholder  meeting of the  Shareholder  Meeting,
setting  forth the list of  shareholders  to whom  notices of the  Shareholder's
Meeting were mailed, the date of the mailing and attaching the complete contents
of the mailing.

         (f)  Venturecap  1995  Financial  Statements.   Venturecap  shall  have
furnished to FiberCore the balance  sheets of Venturecap as of June 30, 1995 and
related  statements  of earnings,  shareholders'  equity and  statements of cash
flows for the year then ended, certified by Duane Midgley, independent certified
public  accountants  which  shall not  reflect a material  adverse  change  from
Venturecap's projected June 30, 1995 financial statements.

         (g)  Board  of  Directors.  Venturecap  shall  have  taken  all  action
necessary  to cause the  persons  listed on Exhibit D hereto to  constitute  its
Board of Directors immediately after the closing.

         (h)  Principals'  Letter.  James R.  Glavas  shall have  delivered  the
Principals' Letter attached hereto as Exhibit G.

         (i)  Accountants  Letter.   Duane  Midgley  shall  have  delivered  the
certificate attached as Exhibit H to FiberCore.

         (j)    Recapitalization.    Venturecap    shall   have   effected   the
recapitalization set forth in Section 5.15 hereof.

         (k)  Appraisal  Rights.  Holders of no more than 5% of the  outstanding
shares of Venturecap shall have commenced pursuit of their rights for demand for
payment or appraisal under the Nevada Revised Statutes.

         (l)  By-Laws.  Venturecap  shall have  adopted  the current By- Laws of
FiberCore.

                                   ARTICLE 9.

                                     OMITTED



<PAGE>




                                   ARTICLE 10.

                                     CLOSING

10.1 Closing Date.  The Closing under this Agreement  (the  "Closing")  shall be
held not more than two (2) business days following the later of (a) the approval
of the Merger by the  shareholders  of FiberCore;  (b) approval of the Merger by
the  shareholders  of Venturecap and (c)  satisfaction  of all other  conditions
precedent to the Merger  specified in this Agreement,  unless duly waived by the
party entitled to satisfaction  thereof.  The parties hereto anticipate that the
Closing will occur on or before July 10, 1995. In any event,  if the Closing has
not occurred on or before July 28, 1995,  this  Agreement  may be  terminated as
provided  in Article  13. Such date on which the Closing is to be held is herein
referred to as the "Closing  Date." The Closing  shall be held at the offices of
Coleman & Rhine, 1120 Avenue of the Americas,  New York, New York, at 10:00 a.m.
on such date,  or at such other time and place as the  parties may agree upon in
writing.

10.2 Filing Date.  Subject to the provisions of this  Agreement,  on the Closing
Date a  fully-executed  and  acknowledged  copy of this Agreement,  if required,
along with required related certificates of FiberCore and Venturecap meeting the
requirements  of the  Nevada  Revised  Statutes,  shall be filed with the Nevada
Secretary of State, all in accordance with the provisions of this Agreement.

                                   ARTICLE 11.

              SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

11.1 Survival of Representations. The representations,  warranties and covenants
contained in this  Agreement  shall survive the Merger for five years  following
the merger. All representations, warranties and covenants in or pursuant to this
Agreement shall be deemed to be conditions to the Merger,  and in the event this
Agree  ment  shall be  terminated  in  accordance  with the terms  thereof,  the
provisions of Section 7.1 and Articles 11 and 12 of this Agreement shall survive
any termination of this Agreement.




<PAGE>



                                   ARTICLE 12.

                               PAYMENT OF EXPENSES

12.1 Payment of Expenses. If for any reason the Merger as contemplated herein is
not consummated  Venturecap and FiberCore shall each pay their own out-of-pocket
expenses   incurred  incident  to  the  preparation  and  carrying  out  of  the
transactions  herein  contemplated;  provided  that,  unless  the  Merger is not
consummated  because of a failure of Venturecap to satisfy any of the conditions
of Section 8.2,  Venturecap will reimburse FiberCore the actual documented costs
incurred,  up to a maximum of Five Thousand Dollars $5,000,  in consideration of
the expenses incurred by FiberCore and the termination of this Agreement and the
Merger;  provided  further,  that if the Merger is not consummated  because of a
failure of FiberCore to satisfy any of the conditions of Section 8.3,  FiberCore
will reimburse  Venturecap actual documented costs incurred,  up to a maximum of
Five Thousand Dollars  ($5,000),  in  consideration of the expenses  incurred by
Venturecap and the termination of this Agreement and the Merger.

                                   ARTICLE 13.

                        TERMINATION, AMENDMENT AND WAIVER

13.1  Termination.  This  Agreement  may be  terminated at any time prior to the
Effective  Time of the  Merger,  whether  before or after  approval  of  matters
presented in  connection  with the Merger by the  shareholders  of FiberCore and
Venturecap:

         (a) by mutual written consent of FiberCore and Venturecap;

         (b) by Venturecap,  on the one hand or FiberCore, on the other hand, as
the  non-defaulting  party,  if there has been a material breach of any material
representation,  warranty,  covenant or agreement contained in this Agreement on
the part of the other party set forth in this  Agreement  and, if such breach is
curable,  such  breach  has not been cured  within a ten (10) day  period  after
written notice of such breach;

         (c) by either Venturecap or FiberCore if the Merger shall not have been
consummated on or before July 28, 1995;



<PAGE>



provided, however, that if the Merger shall not be consummated on or before July
28, 1995 because of a party's failure to satisfy any of the conditions set forth
in Sections 8.2 or 8.3,  neither  Venturecap nor FiberCore may rely upon its own
actions or lack thereof to terminate the Agreement;

         (d) by either  Venturecap  or  FiberCore  if (i) there shall be a final
nonappealable   order  of  a  federal  or  state  court  in  effect   preventing
consummation  of the Merger or (ii)  there  shall be any  action  taken,  or any
statute,  rule,  regulation or order  enacted,  promulgated  or issued or deemed
applicable  to  the  Merger  by  any   governmental   entity  which  would  make
consummation of the Merger illegal;

         (e) by either  Venturecap  or  FiberCore  if there  shall be any action
taken, or any statute, rule, regulation or order enacted,  promulgated or issued
or deemed applicable to the Merger by any governmental  entity,  which would (A)
prohibit Venturecap's ownership or operation of all or a material portion of the
business or assets of FiberCore and its Subsidiaries taken as a whole, or compel
Venturecap  to dispose  of or hold  separate  all or a  material  portion of the
business  or  assets  of  FiberCore  and its  Subsidiaries  taken  as a whole or
Venturecap and its  Subsidiaries  taken as a whole, as a result of the Merger or
(B) render  Venturecap or FiberCore unable to consummate the Merger,  except for
any waiting period provisions; or

         (f) by either party; provided however that the party terminating solely
pursuant to this  provision  shall be liable to the other party for such party's
expenses, but in no event shall such amount exceed $5,000.

         Where  action is taken to  terminate  this  Agreement  pursuant to this
Section  13.1,  it shall be  sufficient  for such action to be authorized by the
Board of Directors of the party taking such action.

13.2 Effect of  Termination.  In the event of  termination  of this Agreement by
either  FiberCore or Venturecap as provided in Section 13.1,  this Agreement and
the Merger Agreement shall forthwith become void and there shall be no liability
or  obligation  on the part of  Venturecap  or  FiberCore  or  their  respective
officers or directors except as set forth in Article 12 and except to the



<PAGE>



extent that such termination results from the breach by a party hereto of any of
its covenants or agreements set forth in this Agreement.

13.3 Amendment.  This Agreement may be amended by the parties hereto,  by action
taken by  their  respective  Board of  Directors,  at any time  before  or after
approval of matters  presented in connection with the Merger by the shareholders
of  FiberCore  and  Venturecap  but,  after any such  shareholder  approval,  no
amendment  shall  be  made  which  by  law  requires  the  further  approval  of
shareholders without obtaining such further approval.  This Agreement may not be
amended  except  by an  instrument  in  writing  signed on behalf of each of the
parties hereto.

13.4 Extension;  Waiver.  At any time prior to the Effective Time of the Merger,
any party hereto, by such corporate action as shall be appropriate,  may, to the
extent legally  allowed,  (i) extend the time for the  performance of any of the
obligations  or  other  acts  of  the  other  parties  hereto,  (ii)  waive  any
inaccuracies in the  representations and warranties made to such party contained
herein or in any document  delivered  pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any  agreement on the part of a party  hereto to any such  extension or
waiver shall be valid if set forth in an instrument in writing  signed on behalf
of such party.


                                   ARTICLE 14.

                             LIMITATION ON LIABILITY

14.1  Liabilities  of  FiberCore.  The  aggregate  liability of all entities for
breaches by FiberCore  and its officers and directors  under this  Agreement and
the Merger Agreement and the transactions  contemplated hereby and thereby shall
be no greater than $5,000.




<PAGE>



                                   ARTICLE 15.

                                     GENERAL

15.1 Notices.  Any notice,  request,  instruction  or other document to be given
hereunder by any party to the other shall be in writing and delivered personally
or sent by certified mail, postage prepaid, as follows:

         If to Venturecap prior to the Effective Time of the Merger:

                  Venturecap, Inc.
                  1037 East 3300 South
                  Suite 203
                  Salt Lake City, Utah 84105

         with a copy to

                  Leonard E. Neilson, Esq.
                  1121 East 3900 South
                  Suite 200, Building C
                  Salt Lake City, Utah  84124


         If to FiberCore or the  Surviving  Corporation  following the Effective
Time of the Merger:

                  Dr. Mohd Aslami, President
                  FiberCore Incorporated
                  P.O. Box 206
                  174 Charlton Road
                  Sturbridge, Massachusetts  01566

         with a copy to

                  Coleman & Rhine LLP
                  1120 Avenue of the Americas
                  New York, New York  10036
                  Attention:  Bruce S. Coleman, Esq.

15.2  Headings.  The  headings of the several  sections  of this  Agreement  are
inserted for convenience of reference only and are



<PAGE>



not intended to affect the meaning or interpretation of this Agreement.

15.3 Counterparts.  This Agreement may be executed in counterparts,  and when so
executed  each  counterpart  shall  be  deemed  to  be  an  original,  and  said
counterparts together shall constitute one and the same instrument.

15.4  Binding  Nature.  This  Agreement  shall be binding  upon and inure to the
benefit of the parties hereto.  Neither Venturecap,  nor FiberCore may assign or
transfer any rights under this Agreement.

15.5 Other  Agreements.  All  written  agreements  heretofore  made  between the
parties  hereto  in  contemplation  of this  Agreement  are  superseded  by this
Agreement and are hereby terminated in their entirety.

15.6 Good  Faith.  Each of the parties  hereto  agrees that it shall act in good
faith in an attempt to cause all the  conditions  precedent to their  respective
obligations to be satisfied.

15.7 Applicable Law. This Agreement shall be governed in all respects, including
validity,  interpretation  and effect,  by the laws of the State of New York and
each party  agrees to submit to the  jurisdiction  of the courts of the state of
New York.

15.8 No Third Party  Beneficiaries.  The terms and  provisions of this Agreement
are  intended  for the  benefit  of  each  party  hereto  and  their  respective
successors and permitted assigns,  and it is not the intention of the parties to
confer third party beneficiary rights upon any other person or entity.

15.9  Severabilty.  A  determination  that  any  portion  of this  Agreement  is
unenforceable or invalid shall not affect the  enforceability or validity of any
of the remaining  portions  hereof or of this Agreement as a whole. In the event
that any part of any of the  covenants,  sections  or  provisions  herein may be
determined by a court of law to be overly broad or against applicable  precedent
or public policy, thereby making such covenants,  sections or provisions invalid
or unenforceable, the parties hereto agree, and it is their desire that, such



<PAGE>



court shall  substitute a reasonable  and judicially  enforceable  limitation in
place of the  invalid  and  unenforceable  part of such  covenants,  sections or
provisions,  and that,  as so modified,  the  covenants,  sections or provisions
shall be as fully  enforceable as if set forth herein by the parties  themselves
in the modified form. If,  however,  any court of law shall refuse to substitute
any reasonable and judicially enforceable provisions in their place, the parties
shall  attempt  to reach  agreement  with  respect  to a valid  and  enforceable
substitute for the deleted  provisions which shall be as close in its intent and
effect as possible to the deleted portions.





<PAGE>




         IN WITNESS WHEREOF, Venturecap and FiberCore have caused this Agreement
to be duly executed as of the date first written above.

                                         VENTURECAP, INC.


                                         By: /s/ James R. Glaven
                                             ----------------------
                                         Name: James R. Glaven
                                               --------------------
                                         Title:
                                               --------------------


                                         FIBERCORE INCORPORATED


                                         By: /s/ Mohd Aslami
                                             ----------------------
                                         Name:  Mohd Aslami
                                               --------------------
                                         Title: President
                                               --------------------