EXH10-52


                       NOTE PURCHASE AND WARRANT AGREEMENT

         THIS AGREEMENT made as of this 31st day of July, 1996 between Elizabeth
DeLuca  ("the   Purchaser")  and  FIBERCORE,   INC.  ("the  Company")  a  Nevada
Corporation.

         WHEREAS, the Purchaser and the Company executed a Term Sheet dated July
15 1996 for the purchase and sale of the Company's  $250,000 note (the "Note"");
and

         WHEREAS,  pursuant to the Term Sheet, the Purchaser and the Company are
required to document such purchase and sale;

         NOW,  THEREFORE in  consideration  of the premises and mutual covenants
and agreements herein contained, the parties agree as follows:

1.   Offer

1.1  The Purchaser  hereby agrees to purchase the Note subject to the conditions
     hereinafter set forth;

1.2  Upon  execution  and  delivery of this  Agreement  by both  parties and the
     execution  and  delivery  of the Note  (Exhibit  A) by the  Company  to the
     Purchaser, the Purchaser will pay to the Company the sum of $250,000;

1.3  In addition to the  foregoing,  the Company  grants the Purchaser  warrants
     (the  "Warrant")  granting  the  Purchaser  the right to  purchase 1 15,220
     common  shares  of the  Company  for a  purchase  price of 1.81  per  share
     exercisable  in whole or in part at any time within a 5-year period to July
     31, 2001.

2.   Acceptance

2.1  The Company  agrees to sell to the  Purchaser the Note subject to the terms
     and conditions of this  Agreement and to grant the Warrants  referred to in
     clause 1 O3.

3.   Delivery of Warrants

3.1  Upon  payment of the  purchase  price for the Note,  this  agreement  shall
     constitute the Warrants registered in Purchaser's name.

4.   Representations and Warranties of the Company

4.1  The Company  hereby  represents  and  warrants to, and  covenants  with the
     Purchaser as follows:


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         (a)  Organization  and  Standing  of  the  Company.  The  Company  is a
corporation  duly organized and validly  existing under the laws of the State of
Nevada and is in good standing  under such laws. The Company is not in violation
of its  Certificate of  Incorporation  or Bylaws.  The Company has all requisite
corporate  power and authority for the ownership and operation of its properties
and assets, and to carry on its business as presently  conducted or now proposed
to be conducted.

         (b) Corporate Action. The Company has all the necessary corporate power
and has taken the corporate  action required to enter into this Agreement and to
consummate the  transactions  contemplated  hereby.  All corporate action on the
part of the Company for the authorization,  execution,  delivery and performance
of this  Agreement  by the  Company,  the  authorization,  sale,  issuance,  and
delivery  of the  Note  and  Warrants  and  the  performance  of  the  Company's
obligations  hereunder has been taken. This Agreement has been duly executed and
delivered by the Company and  constitutes a legal valid and binding  obligations
of the Company  enforceable  in accordance  with its terms.  The issuance of the
Note and Warrant  does not require any  further  corporate  action,  will not be
subject  to  preemptive  rights  or other  preferential  rights  in any  present
stockholders  of the Company and will not conflict  with any  provisions  of any
agreement to which the Company is a party or by which it is bound.

         (c) Government Approvals. No authorization, consent, approval, license,
exemption,  from or  filing  of  registration  with any  court  or  governmental
department,  commission, board, bureau, agency or instrumentality,  domestic, or
foreign,  is or will be necessary  for the execution and delivery by the Company
of this Agreement,  and except for certain filings under state  securities laws,
the  offer  and  sale  of the  shares  will  be  exempt  from  the  registration
requirements of applicable federal and state securities laws.

         (d) Compliance with Other  Instruments.  Neither the execution issuance
and delivery of this Agreement or the Note, nor the  consummation by the Company
of any transaction contemplated hereby or thereby,  constitutes or results in or
will  constitute or result in a default or violation of any term or provision of
the charter and By-laws of the Company,  as amended and in effect, and the terms
and  provisions  of the  mortgages,  indentures,  leases,  agreements  and other
instruments and of all judgments decrees,  governmental orders,  statutes, rules
or regulations by which the Company or its properties are bound.

5.   Purchaser Representations

5.1  In connection with this subjection the Purchaser hereby makes the following
     acknowledgment and representations:

         (a) The  execution of this  Agreement  has been duly  authorized by all
necessary  action  on the part of the  Purchaser,  has been  duly  executed  and
delivered and constitutes a valid, legal,  binding, and enforceable agreement of
the Purchaser;



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         (b) The  Purchaser is  acquiring  the Note and the Warrants for its own
account,  for  investment,  and not  with a view to any  "distribution"  thereof
within the meaning of the Securities Act of 1933, as amended (the "Act");

         (c) The  Purchaser  understands  that because the Note and the Warrants
have not been registered under the Act, it cannot dispose of any of the Note and
Warrants unless such Note and the Warrants are subsequently registered under the
Act  or  exemptions  from  such   registration   are  available.   The  Purchase
acknowledges,  and  understands  that, it has no right to require the Company to
register the Note, the Warrants or any shares obtained through the conversion or
exercise of the foregoing.  The Purchaser  further  understands that the Company
may, as a condition to the transfer of any of the Note or Warrants, require that
the request for transfer by  accompanied  by an opinion of counsel,  in form and
substance  satisfactory to the Company, to the effect that the proposed transfer
does not result in a violation of the Act unless such  transfer is covered by an
effective  registration  statement under the Act. The Purchaser understands that
each  certificate  representing the shares will bear the following legend or one
substantially similar thereto:

                  The securities  represented by this  certificate have not been
                  registered  under the Securities Act of 1933. These securities
                  have  been  acquired  for  investment  and not  with a view to
                  distribution  or  resale,  and  may  not be  sold,  mortgaged,
                  pledged,  hypothecated  or  otherwise  transferred  without an
                  effective  registration  statement  for such shares  under the
                  Securities Act of 1933, or an opinion of counsel  satisfactory
                  to the  corporation  that  registration  is not required under
                  such Act.

         (d) The Purchase understands the offering is being made pursuant to the
exemption from  registration  with the Securities and Exchange  Commission  (the
"Commission") afforded by Section 4(2) of the Act and/or Regulation D adopted by
the Commission  relating to  transactions  by an issuer not involving any public
offering,   and  similar   federal,   state,   and  foreign  laws  or  policies.
Consequently, any offering materials have not been subject to review and comment
by the staff of the commission or by any state or foreign securities commission.

         (e)  The  Purchaser   acknowledges  that  during  the  course  of  this
transaction  and prior to sale, it has had the  opportunity  to ask questions of
and receive answers from the Company  concerning the terms and conditions of its
investment,  and to obtain any  additional  information of the same kind that is
specified in Part I of a registration  Statement on Form SB-2 under the Act. The
Purchaser or its purchaser representative has examined the information furnished
by the Company and, through discussions and examination of such materials as the
Purchaser has requested,  has obtained sufficient information upon which to make
an  investment  decision.  The Purchaser is familiar with the type of investment
which  the  shares  constitute,  and has  reviewed  the  merit and risks of this
investment to the extent deemed  advisable by the  Purchaser.  The Purchaser has
such  knowledge  and  experience  in financial  and business  affairs that it is
capable  of  evaluation  the  merits  and risks of  investing  in the shares and
acknowledges  that it is able to bear the  economic  risks  of this  investment.
Further, the Purchaser understands all matters in this Agreement.


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         (f) The  investment in the Company by the Purchaser does not constitute
a principal portion of the Purchaser's total assets and the Purchaser is able to
afford a complete loss of the investment contemplated herein.

     6.   Covenants of the Company

6.1  Annual  Reports.  The Company  agrees to use its best efforts to deliver to
     the purchasers as soon as practicable after the end of each fiscal year and
     in any event within 120 days  thereafter,  a consolidated  balance sheet of
     the Company as at the end of such fiscal year, a consolidated  Statement of
     Cash  Flow of the  Company  for such  year,  prepared  in  accordance  with
     generally accepted accounting  principles  consistently applied and setting
     forth in each case in comparative  form the figures for the previous fiscal
     year,  all  in  reasonable  detail  and  certified  by  independent  public
     accountants selected by the Company.

6.2  Quarterly Reports. The Company agrees to use its best efforts to deliver to
     the  Purchaser  as soon as  practicable  after the end of each of the first
     three quarterly  fiscal periods in each fiscal year and in any event within
     60 days thereafter,  a consolidated  balance sheet of the Company as at the
     end  of  such  period,  a  consolidated   statement  of  operations  and  a
     consolidated statement of Cash Flow of the Company for such period, in each
     case prepared in accordance with generally accepted  accounting  principles
     consistently  applied and setting forth in comparative form the figures for
     the  corresponding  periods of the previous  fiscal year, all in reasonable
     detail and certified;  subject to changes resulting from audit adjustments,
     by the principal financial or accounting officer of the Company.

6.3  Inspection.  The Company agrees to permit any authorized  representative of
     the purchaser to visit the Company to discuss its affairs and finances with
     its officers, all upon reasonable notice to the Company, at such reasonable
     times and as often as may be reasonably requested.

6.4  Purchaser's Right to Receive Reports. The Company shall deliver the reports
     or  give  the  rights  specified  in  Paragraph  6.1,  6.2,  and 6.3 to the
     Purchaser  until the earlier of (i) the closing date of the Company's first
     underwritten   public  offering  pursuant  to  an  effective   registration
     statement  filed under the Act; or (ii) until the Purchaser no longer holds
     the Note or any Warrants.

7.   No Waiver

7.1. Notwithstanding any of the representations,  warranties, acknowledgments or
     agreements made herein by the Purchaser,  the Purchaser does not thereby or
     in any other manner waive any rights  granted to it under federal and state
     securities laws.

8.   Survival of Representation Warranties and Agreements

         Notwithstanding any investigation made by any party to this Agreements,
all covenants, agreements,  representations,  and warranties made by the Company
and the  Purchaser  herein shall survive the  execution of this  Agreement,  the
delivery  to the  Purchaser  of the  shares  being  purchased  and  the  payment
therefore.


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9.   Transferability

9.1  The purchaser  agrees not to transfer or assign this  Agreement,  or any of
     its interest herein,  and further agrees that any assignment or transfer of
     the shares shall be made only in accordance with applicable securities laws
     and that an  appropriate  legend with respect  thereto may be placed by the
     Company on any certificate evidencing such shares.

10.  Miscellaneous

10.1 Notices.  All notices or other communications given or made hereunder shall
     be in writing and shall be delivered to the Purchaser at:

Elizabeth DeLuca
261 Foster Street
S. Windsor, CT 06074

and to the Company:

174 Charlton Road
P.O. Box 206
Sturbridge, MA 01566

10.2 Governing  Law. This  Agreement  shall be construed in accordance  with the
     laws of the  Commonwealth  of  Massachusetts  without  giving effect to the
     conflict of laws.

10.3 Entire Agreement.  This Agreement  constitutes the entire agreement between
     the parties  hereto with  respect to the subject  matter  hereof and may be
     amended only by a writing executed by all parties

10.4 Changes.  This Agreement may not be modified or amended except  pursuant to
     an instrument in writing signed by the Company and by the Purchaser.

10.5 Headings.  The headings of the various sections of this Agreement have been
     inserted for  convenience  of reference  only and shall hot be deemed to be
     part of this Agreement.

l0.6 Severability.  In case any provision  contained in this Agreement should be
     invalid, illegal,  enforceable in any respect, the validity,  legality, and
     enforceability  of the remaining  provisions  contained herein shall not in
     any way be affected or impaired thereby.

10.7 Counterparts.  This Agreement may be executed in two or more  counterparts,
     each of which shall  constitute  an  original,  but all of which when taken
     together,  shall constitute but one instrument,  and shall become effective
     when one or more  counterparts  have been  signed by each party  hereto and
     delivered to the other party.


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10.8 Pronouns. All pronouns shall be deemed to refer to the masculine, feminine,
     neuter,  singular or plural, as the identity of the person or persons, firm
     or other entity may require in the context thereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized  representatives  the day and year first above
written.

ELIZABETH DELUCA                              FIBERCORE, INC.

BY:___/S/___________________                  BY:___/S/________________
Date:  November 22, 1996                      Title:  Chief Financial Officer


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                                    EXHIBIT A

                                 PROMISSORY NOTE

$250,000                                                         Sturbridge, MA
Due July 31, 1999                                                 July 31, 1996

         FOR VALUE RECEIVED,  FiberCore,  Inc., a Nevada corporation  ("Payor"),
hereby  unconditionally  promises  to pay  to  the  order  of  Elizabeth  DeLuca
("Payee"),  at 261 Foster Street, S. Windsor, CT 06074, the principal sum of Two
Hundred Fifty  Thousand  Dollars  ($250,000)  together with any unpaid  interest
thereon, on July 31, 1999.

         This Note  shall bear  interest  at the  initial  rate of 9.25% for the
period  July 31,  1996 to  September  30,  1996.  Thereafter  the note will bear
interest for each 3-month  period  beginning  October 1, 1996 at the rate of the
prime  interest rate as published in the Wall Street Journal on the business day
immediately preceding the 3-month period plus one-percent (1%). Interest will be
payable  quarterly on the 1 st day of the month  following the 3-month  interest
period (October 1, January 1, April 1 and July 1) during the term hereof.

         In the event the Payor is unable to make the interest payments when due
the Payor  agrees to pay an  additional  amount  equal to 1/2 of 1% (.5%) on the
then outstanding principal as a late payment fee. In no event however, shall the
failure  of the  Payor  to make an  interest  payment  when  due be an  event of
default.  All principal and unpaid  interest shall be due at maturity,  July 31,
1999.

         This  Promissory Note may be prepaid in whole or in part at any time or
from time to time without penalty or premium,  together with interest accrued on
the amount so prepaid.

         The  principal  amount of this  Promissory  Note and  interest  accrued
thereon shall become immediately due and payable, without presentation, protest,
notice or further demand, all of which are expressly waived, in the event of the
filing by or against the Payor of a petition in bankruptcy or  reorganization or
insolvency.  No event of default shall occur until Payor receives written notice
of an alleged  default and, after 30 days, such default has not been remedied or
cured.

         IN WITNESS WHEREOF,  the undersigned has caused this Promissory Note to
be duly executed and delivered as of the date set forth above.

FiberCore, Inc.

By:___/s/___________________
Michael J. Beecher
Financial Officer and Treasurer