EXH10-34

                             JOINT VENTURE AGREEMENT

This  agreement is made at Islamabad  this 21st day of May 1995, by and between,
Telecom  Foundation,   sector  I-9,  Islamabad   (herinafter  called  TF)  which
expression shall include their successors and assignees of the first part,

and

Techman  International  Corporation a company incorporated in USA located at 727
Oxford-Sturbridge  Road,  (Route 20),  Charlton,  Massachusetts,  USA with local
office at 74 B Nazimuddin Road, F-8/4,  Islamabad hereinafter called as "Techman
"  (which   expression   shall  include  their   successors  and  assignees)  as
representative of the foreign investors of the second part.

Whereas on the  official  visit of the Prime  Minister of Pakistan to the United
States of America,  a memorandum of Understanding  was signed on April 6th 1995,
between Dr. M . Mahmud  Awan,  Chairman and Chief  Executive  Officer of Techman
International USA and Secretary Communication, Government of Pakistan to explore
the  possibility  of  investing  in  Pakistan  for  establishing  optical  fiber
industries in association with Telecom Foundation,

NOW IT IS AGREED AS FOLLOWS:

1.       Formation of the company

The  parties  shall  cause to be  incorporated  in  accordance  with the laws of
Pakistan a limited  company  (hereinafter  referred to as the company) under the
title "Fiber Optic Industries Pvt. Ltd." the provisions hereinafter contained so
far as the same are applicable to the company shall be observed and performed by
the said company.

2. Objectives and constitution

(i)      The objective of the company  shall be to set up,  operate and maintain
an industrial unit for the- manufacture and marketing of the optical fiber cable
and related systems and  accessories,  etc. The authorized  share capital of the
company shall be Rs.  90,000,000  (Rs.  Ninety  million)  divided into 9,000,000
ordinary shares of Rs. 10 each.

(ii)     The articles of association shall provide interalia as follows:

         a.       The registered   office  of  the  company  shall  be  at  74-B
                  Nazimuddin Roads F-8/4 Islamabad.

         b.       The board of directors shall comprise of not more than seven
                  directors


<PAGE>




         c.       The TF shall  have the right to  appoint  two  directors.  The
                  Techman and its associates  shall appoint five directors.  The
                  right to appoint  such  directors  shall  include the right to
                  remove  any  director  so  appointed  and  appoint  any  other
                  director as the case may be.

         d.       The directors may appoint Alternate  Directors.  The traveling
                  expense of the  directors  traveling  on the  business  of the
                  company  shall be defrayed by the company,  but the  directors
                  shall receive no  remuneration  for their services  except any
                  fee  approved  by the company in  accordance  with the laws of
                  Pakistan.  Should a director be resident outside Pakistan then
                  his traveling expenses to and from Pakistan on the business of
                  the company  shall be met by the company,  with the consent of
                  the board restricted to two visits per year.

         e.      Five directors  shall  constitute  quorum of the board meeting
                  out of which at least one shall from TF.

         f.       The  articles  of   association   shall   contain  such  other
                  provisions as shall be necessary or desirable to carry out the
                  provisions of this agreement and as may be mutually  agreed by
                  the parties hereto.

         g.       The  majority  share  holders  shall have the right to appoint
                  chief  executive  of the company and they shall have the right
                  to appoint Chairman of the company.

3.       Capital Subscription

The share capital shall be issued at par as and when required by the company and
shall be  subscribed  by the TF or its  subsidiary  company in Pak Rupees and by
Techman, FiberCore and Royle in US Dollars. Equity participation ratio initially
shall be as follows:

         1.       TF                                                   15%
         2.       Foreign investors                                    85%

         i)       Techman Intentional
                  727 Oxford-Sturbridge Road,                          40%
                  Route 20, Charlton, Mass
         ii)      FiberCore, Inc.                                      30%
                  174 Charlton Road,
                  Sturbridge, Mass.  01566
         iii)     Royle Systems Group                                  15%
                  1000 Cannonball Road,
                  Pompton Lakes, NJ 07442.


<PAGE>



4.       Foreign Investment Protection

The  investment  of foreign  capital  shall be  protected  and  governed  by the
provisions of "the Foreign Private  Investment"  (Promotion and protection ) Act
1976 as amended from time to time.

5.       Telecom Foundation's Contribution/Project location

The optical fiber and cable factory shall be located at land presently  owned by
the TF in sector H-8,  Islamabad  which will be  transferred  to the new company
Fiber Optic  Industries  (Pvt.) Ltd. at the time of the  registration of the new
company.  TF's share of the equity  shall be reserved  at 15% of the total.  The
price of the land shall be adjusted against the equity of the TF and if required
TF shall  contribute  further cash upto US Dollars 600,000 to reach its share of
the equity in Pakistan Rupees.

6.       Managerial participation by Telecom Foundation

I).      TF shall have shared management role in the establishment and operation
of the company.  For this purpose TF shall  provide  their  qualified  staff and
managerial personnel.

ii). All necessary Federal Government,  provincial  Government  Corporations and
local bodies approval sanctions,  licenses and authorizations  shall be obtained
by all the parties by concerted efforts.

7.       Information to be supplied by Techman

Techman shall provide all the necessary information pertaining to the project.

8.       Training of Personnel

Techman and its affiliates shall provide the requisite training to the company's
technicians and other employees.

9.       Supply of equipment, Components and parts to the company

i) The company  shall buy plant,  machinery,  equipment  and raw  material  from
Techman and its  associate  companies  for the  establishment  of optical  fiber
industries at prices matching competitive international prices.

ii) Selling prices of the product  manufactured by the company shall be fixed by
the company and shall not be lower than the cost of production.

iii)     The company  shall have the right to export its products to other parts
of the world.

10.      Book of Accounts


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The  company  shall keep  proper  books of  accounts  and  appoint  auditors  in
accordance  with the laws of Pakistan and the books shall be open for inspection
by the parties.

11.      Incorporation of the company/license fee

The parties to this agreement shall get the company incorporated and all charges
pertaining to incorporation, stamp duty, registration fee etc. shall be borne by
the new company under formation.

12.      Arbitration

If any  difference  or dispute  arising out of this  Agreement  is not  amicably
settled by the parties  hereto,  the same shall be referred  to  arbitration  of
three arbitrators. One of the arbitrators shall be appointed by TF and the other
by Techman and the third  arbitrator,  acting as chairman  shall be appointed by
the first two arbitrators by mutual  agreement.  The decision of the arbitrators
shall be final-and binding upon the parties. The arbitration  proceedings can be
governed by the Arbitration Act, 1940 of Pakistan and the rules made thereunder.
The  arbitration can be held at Islamabad  Pakistan,  or an  international  site
through mutual agreement.

13.      Governing Law

This  agreement  shall be governed by the laws of Pakistan for all activities in
Pakistan  and by the  laws  of the  USA  for all  activities  in the  USA.  This
agreement  recognizes the  jurisdiction of the US courts  regarding the American
Corporate investment in the USA.

14.      Changes to the Agreement

Changes to the agreement may be mad by mutual consent of the parties in writing.
Such changes shall have the same validity as this agreement.

15.      Period of Agreement

This agreement  shall be effective  for a period  of ten years  w.e.f. the  date
hereof. However this period can be extended by mutual consent.

16.      Public Offering

The parties agree to an early public  offering of the shares so that the company
shares can be traded at Pakistan and international stock exchanges.

17.      Failing to meet obligations


<PAGE>



If the parties fail to perform  their  obligations  under this  agreement  for a
period of 12 months from the date of this  agreement,  this  agreement  shall be
deemed terminated.

18.      Notices

All notices  shall be deemed to have been  properly  given if sent by registered
mail or through courier on the addresses given below:

TF:               Plot no. 190, Sector I/9, Islamabad.
Techman:          Techman Center, B727, Charlton, Mass. 01508, USA.

In witness whereof the parties have set their hands the day and year first above
written.

Telecom Foundation                            Techman  International
                                              For self and foreign investors.
Name: __________________________              Name:_________________________
         (M.A.A. CHOWDHRI)                    Position:  Chairman/CEO
Position:  General Manage (Cowap)
             Telecom Foundation
             Sactor 1-9/2 Islamabad


Witness 1._____________________________       Witness 2.______________________

Name:__________________________________       Name:___________________________


<PAGE>


                          THE COMPANIES ORDINANCE, 1984



                            COMPANY LIMITED BY SHARES



                                   MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                             FIBRE OPTIC INDUSTRIES
                                (PRIVATE) LIMITED





<PAGE>



                          THE COMPANIES ORDINANCE, 1984
                           (Company Limited by Shares)

                            MEMORANDUM OF ASSOCIATION
                                       OF

                    FIBRE OPTIC INDUSTRIES (PRIVATE) LIMITED


I.       The name of the company is FIBRE OPTIC INDUSTRIES (PRIVATE) LIMITED.

II.      The  registered  office of the Company  will be  situated in  Islamabad
         Capital Territory.

III.     The objects described at S.No. 1 to 6 hereunder,  for which the company
         is established,  are exclusively to operate its industrial  undertaking
         anywhere in Pakistan  while other  objects are  incidental  to the main
         objects:

         1.       To manufacture optical fibre,  Optical fiber cables,  metallic
                  telecommunication  cables,  fibre  optic  systems,  multi-mode
                  optical preforms, and multi-mode optical fibres;

         2.       To manufacture  telecommunications products including advanced
                  digital switches, network controllers, multiplexers, telephone
                  exchanges, and transceivers;

         3.       To  manufacture  advanced  electronic  products  and  systems,
                  electrical  equipment,   power  relays,  controls,   telephone
                  relays, and telecom accessories;

         4.       To manufacture fibre optic sensors, cable monitoring and fault
                  locating systems,  and other industrially  engineered products
                  and systems;

         5.       To   manufacture,   market,   sub  contract,   and  distribute
                  nationally,  regionally,  and internationally all fibre optics
                  based  manufactured  goods and  primary  systems,  optical and
                  ophthalmic products, precision optics, optical processors, and
                  high speed computers;

         6.       To export and market  world wide  proprietary  and general use
                  consumer and  industrial  products based on  conventional  and
                  proprietary technologies harnessed by the Company.

         7.       To  carry  on the  business  of,  or to  act  as  Consultants,
                  Advisors  and agents with regard to, or any other  manner deal
                  with Engineering Management, Designing, Fabrication. erection,
                  installation  and  any  other  engineering  work  of any  kind
                  whatsoever in Pakistan and any where in the world.


<PAGE>



         8.       To act as general order suppliers and commission  agents,  and
                  trade  in  as  general  merchants,   wholesalers,   retailers,
                  dealers,  distributors,  stockists,  agents, sub-agents in any
                  goods or products.

         9.       To plan, design,  execute,  carry out, equip,  improve,  work,
                  develop, administer,  manage control works and conveniences of
                  all kinds,  whether for any  Government,  public  body,  local
                  authority, company or individuals.

         10.      To  carry  on  the  business  of  contractors  to  the  state,
                  Government,  Authority,  Local  Municipal,  District  Board or
                  other individuals,  persons, corporations, and to supply goods
                  of all kinds.

         11.      To carry on the business of Avionics,  and Aerospace,  Defence
                  Electronics,  Construction equipment,  Custom molded plastics,
                  Chemicals  coatings  &  resins,  Cable  products,   Diagnostic
                  instruments,  Diamond  blades  &  cutting  wheels,  Disposable
                  safety and protective products, Electronic computing equipment
                  & Peripherals,  Fibre optic systems.  Fibre glass,  Television
                  and  space  monitoring  equipment,  industrial  pumps,  valves
                  compresses; Injection molded products, Industrial microscopes,
                  Laboratory  equipment  Leisure products  including  electronic
                  games Machine tools, Micro processors & Minicomputers, Optical
                  instruments,  oscilloscopes,  optical laboratories,  Robotics,
                  Remote  Inspection  devices,  Telecommunication  products  and
                  Aerospace systems.

         12.      To construct,  establish and run factories, offices, workshop,
                  and  laboratories  for the  manufacture  or  production of raw
                  materials,   apparatus,  machinery  and  things  used  in  any
                  business or merchandise within the scope of. the Company.

         13.      To   carry  on  the   business   of   proprietors,   managers,
                  controllers,  owners and  occupiers of various kinds of mills,
                  factories  and works such as  electronics  labs,  ginning  and
                  pressing  mills,  soap,  flour,  rice and  starch  mills,  ice
                  factories, match factories,  paint varnish factories,  leather
                  factories,  oil and  vegetable  mills,  sugar  mills,  plastic
                  mills, hydraulic works and to establish cottage industries and
                  research institutes.

         14.      To establish and constitute agencies,  shops, stores,  depots,
                  branches of the Company in Pakistan or any part of the world.

         15.      To  purchase,  construct,   maintain,  take  on  lease  or  in
                  exchange, let or otherwise acquire any interest in any movable
                  or  immovable  property  in  connection  with  business of the
                  Company,  to pay for any  property  or rights  acquired by the
                  Company,  either  in cash or fully  paid up  shares  or by the
                  issue of securities,  partly in one mode and partly in another
                  and generally on such terms as may be determined.



<PAGE>



         16.      To purchase or otherwise acquire and undertake all or any part
                  of the business,  good will, property,  assets and liabilities
                  of any person or  corporation  carrying on any business  which
                  the Company is authorized to carry on.

         17.      To pay all or any costs charges and expenses  preliminary  and
                  incidental to the Company.

         18.      To promote any other  Company for the purpose of acquiring all
                  or any of the property of the Company or advancing directly or
                  indirectly  the  objects or  interest  thereof  and to take or
                  otherwise acquire and hold shares in any such company.

         19.      To take or  otherwise  acquire  and hold  shares  in any other
                  company  having object  altogether or in part similar to these
                  of this  Company  but not to  indulge  in the  business  of an
                  investment company.

         20.      To enter into  partnership or into any arrangement for sharing
                  profits,   union  of  interests   operation,   joint  venture,
                  reciprocal concessions or otherwise with any person or company
                  carrying  on or  engaged  in or about to carry on or engage in
                  any business or transactions  which this Company is authorized
                  to carry on.

         21.      To amalgamate with any person or company  carrying on business
                  similar to that of this  company  whether by sale or  purchase
                  (for fully paid shares or cash) of the undertaking  subject to
                  the liabilities of this or any such other company as aforesaid
                  with or without winding up or by purchase of all the shares or
                  securities  of any such other  company or in any other  lawful
                  manner.

         22.      To sell or dispose of the  undertakings  of the Company or any
                  part thereof in such manner and for such consideration ,as the
                  company   may  think  fit  and  in   particular   for  shares,
                  debenture-stocks  or securities of any other Company,  whether
                  promoted by this Company for the purpose or  otherwise  and to
                  improve, manage, develop, exchange, lease, dispose of, turn to
                  account or otherwise deal with all or any part of the property
                  and rights of the Company.

         23.      To open Company's  banking  accounts and to borrow from banks,
                  draw, accept,  make,  endorse,  discount,  execute,  and issue
                  cheques,  promissory notes, bill of exchange, bills of lading,
                  warrants,  debentures and other  negotiable  and  transferable
                  instruments in connection with the business of the company.

         24.      To grant  pensions,  allowances,  gratuities  and  bonuses  to
                  employees or  ex-employees of the Company or the dependents of
                  such persons and to support or subscribe to any  charitable or
                  other institutions, clubs, societies, funds or objects for the
                  welfare of the employees of the company.

         25.      To adopt such means of making  known the business and products
                  of the  Company as may seem  expedient  and in  particular  by
                  advertisement in press, by circular, by


<PAGE>



                  purchase  and  exhibition  of  works  of art or  interest,  by
                  publication of books and periodicals  and by granting  prizes,
                  rewards and donations.

         26.      To  apply  for,   purchase  or  otherwise   acquire   patents,
                  concessions, trade marks, licenses,  inventions,  goodwill and
                  any other rights and  privileges  for the purpose of Company's
                  business  and to work any  scheme  for their  development  and
                  exploitation.

         27.      To do all or any of the above  things in any part of the world
                  and either as principals,  agents or trustees and either alone
                  or  in  conjunction  with  others  and  by or  through  agents
                  subcontractors or trustees.

         28.      To do all things as are  incidental  or that the  Company  may
                  think conductive to the attainment of the above objects or any
                  of them.

         29.      It is further declared that notwithstanding anything contained
                  in the foregoing  objects clauses of this  Memorandum  nothing
                  therein shall construe any power upon the company to undertake
                  or indulge in Banking business directly or indirectly business
                  of  investment  or insurance  company or the  managing  agency
                  business or any unlawful operations as restricted under law.

IV.      The liability of the members is limited.

V.       The authorized share Capital of the Company is Rs. 90,000,000/- (Ninety
         Million) divided into 9,000,000  ordinary shares of Rs. 10/- each, with
         power to  increase  and reduce the Capital of the Company and to divide
         the shares into  several  classes  subject to any  permission  required
         under the law.

<PAGE>

================================================================================
We the several  persons,  whose names and addresses are  subscribed as under are
desirous  of being  formed into a Company in  pursuance  of this  Memorandum  of
Association  and we  respectively  agree to take the  number  of  shares  in the
Capital of the Company set opposite our respective names:
================================================================================
<TABLE>
<CAPTION>
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
Sr. No.            Name & Surname                    Father's/Husband's            Nationality     Occupation     
                                                        Name in full               with former                    
                                                                                   Nationality                    
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
<S>      <C>                                 <C>                                  <C>             <C>
  1.     Dr. Muhammad Mahmood Awan           S/o Malik Ghulam Ali Awan              Pakistani     Industrialist   
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
  2.     Ch. Masood Ahmed                    S/o Ch. Barkat Ali Shamim              Pakistani       Chairman      
                                                                                                     Telecom      
                                                                                                   Foundation
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
  3.     Mr. Mueen Sadiq Malik               S/o Mr. Mohammad Sadiq Malik           Pakistani       Executive     
                                                                                                                  
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
  4.     Dr. Mohammadd Afzal Aslami          S/o M.K. Aslami                        American            "         
                                                                                                                  
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
  5.     Mr. Jack Ramsey                     S/o Mr. John Ramsey                    American            "         
                                                                                                                  
                                                                                                                  
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
  6.     Mr. Hedayat Amin-Arsala             S/o A.H. Arsala                         Afghan             "         
                                                                                                                  
                                                                                                                  
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
  7.     Mr. Charles DeLuca                  S/o Mr. C. A. DeLuca                   American            "         
                                                                                                                  
-------- ----------------------------------- ------------------------------------ -------------- ---------------- 
</TABLE>
<TABLE>
<CAPTION>
-------- -----------------------------------  --------------------------- --------------- ------------

Sr. No.            Name & Surname               Residential Address in    No. of shares    Signature
                                                         full             taken by each
                                                                            subscriber
-------- -----------------------------------  --------------------------- --------------- ------------
<S>     <C>                                   <C>                          <C>            <C>
  1.     Dr. Muhammad Mahmood Awan            455 - Shadman Lahore.            One            /s/
-------- -----------------------------------  --------------------------- --------------- ------------
  2.     Ch. Masood Ahmed                     H. No. 7, Khayaban-e-            One
                                              Jauhar I-8/3, Islamabad.
                                             
-------- -----------------------------------  --------------------------- --------------- ------------
  3.     Mr. Mueen Sadiq Malik                H. No. 47, St. No. 2,            One
                                              G-9/3, Islamabad.
-------- -----------------------------------  --------------------------- --------------- ------------
  4.     Dr. Mohammadd Afzal Aslami           7 Laurel Hill Road.              One            /s/
                                              Sturbridge, MA  01566
-------- -----------------------------------  --------------------------- --------------- ------------
  5.     Mr. Jack Ramsey                      1000 Cannon-ball Rd.             One
                                              Pompton Lakes, NJ  07442
                                              201-839-7327
-------- -----------------------------------  --------------------------- --------------- ------------
  6.     Mr. Hedayat Amin-Arsala              3723 Morrison St. N.W.           One
                                              Washington, D.C. 20015
                                              1-202-966-1040
-------- -----------------------------------  --------------------------- --------------- ------------
  7.     Mr. Charles DeLuca                   261 Foster St.                   One            /s/
                                              S. Windsor, CT  06074
-------- -----------------------------------  --------------------------- --------------- ------------
                                                                              Seven
                                              Total:
-------- -----------------------------------  --------------------------- --------------- ------------
</TABLE>
<TABLE>
<CAPTION>

Witness to above signatures.        Dated the _______________day of _____________1995.

<S>                              <C>                          <C>                       <C>                        <C>
         Full Name               Father's Name                Occupation                Nationality                Full Address


</TABLE>