EXH10-23

                            SHARE PURCHASE AGREEMENT

     THIS  AGREEMENT made as of this 11th day of January,  1996 between  TECHMAN
INTERNATIONAL  CORPORATION,  INC. ("the  Purchaser")  and FIBERCORE,  INC. ("the
Company") a Nevada Corporation.

         WHEREAS  the  Purchaser  and the  Company  executed a Term Sheet  dated
January 3, 1996 for purchase and sale of 200,000 shares of the Company's  common
stock; and

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

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

1.       Offer

1.1 The  Purchaser  hereby  agrees to purchase  200,000  shares of the Company's
common stock at the purchase  price of $5.00 per share subject to the conditions
hereinafter set forth;

1.2 Upon  execution and delivery of this Agreement by both parties the Purchaser
will pay to the Company the sum of $100,000  (which  amount has been  previously
paid) and execute and  deliver to the Company a secured  promissory  note in the
amount of $900,000 in the form of Exhibit A attached hereto.

1.3 Upon  acceptance of the offer and in addition to the delivery of the 200,000
shares of the Company to the  Purchaser,  the Company shall deliver to Purchaser
150,000  warrants,  granting the Purchaser the right to purchase  150,000 common
shares of the Company  for a purchase  price of $6.00 per share  exercisable  in
whole or in part at any time within a 2 year period.

1.4 Upon the execution by all of the partners of Fiber Optic Industries  Limited
("FOI") of all of the  documents  required to complete the formation of FOI, the
Company will issue 42,500 shares of its common stock to the Purchaser.

1.5 Upon the execution of an exclusive supply agreement  between the Company and
FOI for the supply of preforms,  the Company will issue to the Purchaser  42,500
shares of its common stock.

2.       Acceptance

2.1  The  Company  agrees  to  sell  to  the  Purchaser  200,000  Shares  at the
subscription  price of $5.00 per Share  subject to the terms and  conditions  of
this Agreement,  to deliver the 150,000 warrants  referred to in clause 1.3, and
to deliver the shares  referred to in clauses 1.4 and 1.5 upon the occurrence of
the events described therein.


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3        Delivery of Shares and Warrants

3.1 Upon payment of the purchase price for the 200,000 shares, the Company shall
deliver to the Purchaser one or more stock  certificates  registered in the name
of the Purchaser, and shall deliver the warrants registered in Purchaser's name.

4. Representations and Warranties of the Company

4.l The Company  hereby  represents  and  warrants  to, and  covenants  with the
Purchaser as follows:

         (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  Shares  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 obligation of the Company
enforceable  in accordance  with its terms.  The issuance of the shares 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)  Capitalization,  Status of Capital Stock.  The Company has a total
authorized  capitalization consisting of 20,000,000 shares of Common Stock, $.01
par value.  Schedule A attached  hereto lists  outstanding  shares,  options and
warrants as of January 3, 1996.

         (d) Government Approvals. No authorization, consent, approval, license,
exemption,  from or  filing  of  registration  with any  court  of  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,  except for certain filing 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.

         (e) Compliance with Other Instruments.  Neither the execution, issuance
and  delivery of this  Agreement  or the  shares,  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


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effect,  and the terms and  provisions  of the  mortgages,  indentures,  leases,
agreements, and other instruments and of all judgments,  decrease,  governmental
orders, statutes rules, or regulation by which the Company or its properties are
bound.

         (f) Financial  Statements.  The audited  financial  statements  for the
period  ending  December  31,  1994  previously  supplied  to an  officer of the
Purchaser and the related  statements of shareholders  equity and cash flows and
notes thereto,  all of which are accompanied by the related audit opinion of the
Company's  independent certified public accountants,  Mottle,  McGrath & Company
have been prepared in accordance with generally accepted  accounting  principals
applied on a consistent  basis  throughout the period covered by such statements
and present fairly the Company's  financial  condition and results of operations
and statements of cash flows as of the dates indicated.

5. Purchaser Representations

5.1 In  connection  with  this  subscription,  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;

         (b) The  Purchaser  is  acquiring  the Shares for it 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 Shares have not been
registered  under the Act,  it cannot  dispose of any of the Shares  unless such
Shares  are  subsequently  registered  under  the Act or  exemptions  from  such
registration are available. The Purchaser acknowledges,  and understand that, it
has no right to require  the  Company to  register  the  Shares.  The  Purchaser
further  understands that the Company may, as a condition to the transfer of any
of the  Shares,  require  that the request for  transfer  be  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.


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         (d) The  Purchaser  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,  the memorandum and
related  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, or
that obtained.  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
Agreements.

         (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
Purchaser,  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.


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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 any shares.

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 Agreement,
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
therefor.

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  there to 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:

         Techman International Corporation, Inc.
         240 Sturbridge Road
         Charlton City, MA  01508

and to the Company at:

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


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10.2  Governing Law. This  Agreement  shall be construed in accordance  with the
governed by 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 not be deemed to be part of
this Agreement.

10.6 Severability.  In case any provision  contained in this Agreement should be
invalid,  illegal, or unenforceable 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.

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

                                      TECHMAN INTERNATIONAL CORPORATION, INC.

                                      By:___/s/___________________________

                                      Title: Chairman/CEO


                                      FIBERCORE, INC.

                                      By:___/s/___________________________
                                               Mohd A. Aslami

                                      Title: Chairman/CEO


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                                    EXHIBIT A

                                 PROMISSORY NOTE

$900,000                                                         Sturbridge, MA
                                                               January 11, 1996

         FOR  VALUE  RECEIVED,  Techman  International   Corporation,   Inc.,  a
Massachusetts  corporation ("Payor") hereby  unconditionally  promises to pay to
the order of FiberCore,  Inc., a Nevada corporation  ("Payee") at its address at
174  Charlton Rd,  Sturbridge,  MA,  01566,  the  principal  sum of Nine Hundred
Thousand Dollars ($900,000) as follows:

         Payment Due Date           Principal Amount
         ----------------           ----------------
         March 31, 1996                     $100,000
         April 30, 1996                     $100,000
         May 31,1996                        $100,000
         June 30, 1996                      $100,000
         July 31, 1996                      $100,000
         August 31, 1996                    $100,000
         September 30, 1996                 $100,000
         October 31, 1996                   $100,000
         November 30, 1996                  $100,000

Interest  shall  accrue  and be  paid on the  unpaid  principal  amount  of this
promissory  note at the London  Interbank  Offered  Rate  (LIBOR)  for six month
deposits as quoted in The Wall Street  Journal on the business  day  immediately
preceding each Payment Due Date.  Accrued interest shall be paid on each Payment
Due Date.

         This  Promissory  Note is secured by a collateral  assignment of all of
Payor's right,  title and interest in 285,000 shares of Payee's common stock and
150,000  warrants to purchase 150,000 shares of Payee's common stock, as further
described in a Share Purchase Agreement,  of even date) between Payor and Payee.
Payor will execute such documents and take all action necessary or advisable, as
requested by Payee, to perfect Payee's security interest in the shares of common
stock and warrants and  otherwise to carry out the interest and purposes of this
collateral assignment.

         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
default in any payment of interest or principal  when due or in the event of the
filing by or against the Payor of a petition in bankruptcy or  reorganization or
insolvency.

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

                                         Techman International Corporation, Inc.

                                         By:___/s/_________________________

                                         Title: Chairman/CEO