THIS  DEBENTURE AND THE  SECURITIES  ISSUABLE UPON  CONVERSION OF THIS DEBENTURE
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR
QUALIFIED  UNDER  ANY  STATE  SECURITIES  LAW,  AND  MAY NOT BE  OFFERED,  SOLD,
TRANSFERRED,  ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT COVERING THIS DEBENTURE AND/OR SUCH SECURITIES,  OR THE
HOLDER FURNISHES AN OPINION OF COUNSEL  SATISFACTORY TO THE CORPORATION  STATING
THAT SUCH  SALE,  TRANSFER,  ASSIGNMENT  OR  HYPOTHECATION  IS  EXEMPT  FROM THE
REGISTRATION  AND  PROSPECTUS   DELIVERY   REQUIREMENTS  OF  SUCH  ACT  AND  THE
QUALIFICATION REQUIREMENTS UNDER STATE LAW.

                                 FIBERCORE, INC.

                   Amended and Restated Convertible Debenture

$2,000,000                                            Dated as of April 17, 1995

         1.  OBLIGATION.   FOR  VALUE  RECEIVED,   FiberCore,   Inc.,  a  Nevada
corporation (the "Corporation"), hereby promises to pay to AMP INCORPORATED (the
"Holder"),  on  April  17,  2005  the  principal  sum  of  Two  Million  Dollars
($2,000,000),  together with interest on such principal sum from the date hereof
until  payment in full of the  principal  computed as set forth below.  Interest
shall be due at maturity and shall be computed by adding simple  interest at the
Applicable  Rate for each  Interest  Period.  The first  Interest  Period  shall
commence on the date hereof and end on June 30, 1995. Each  successive  Interest
Period shall commence on the first day of the calendar quarter (i.e., January 1,
April  1,  July 1,  and  October  1) and end on the  last  day of such  calendar
quarter;  provided  however,  the final Interest Period shall end on the date of
payment  in full of the  principal  sum  hereof.  The  Applicable  Rate for each
Interest Period shall be determined by adding 1% to the London Interbank Offered
Rate (LIBOR) for three month deposits as quoted in The Wall Street Journal dated
the business day immediately preceding the commencement of such Interest Period.

         2.  PREPAYMENT.  Upon not less than 30 days prior written notice to the
Holder,  the  Corporation may prepay this Debenture at any time and from time to
time, in whole or in part without  penalty by payment of the principal sum to be
prepaid together with interest on such sum to the date of such  prepayment.  The
Corporation  shall be  required to prepay the entire  principal  sum and accrued
interest  of this  Debenture  upon not less than  thirty  day's  notice from the
Holder demanding such prepayment, which notice may be given only after the right
of conversion of this  Debenture  terminates  pursuant to the fifth  sentence of
Section 3 hereof.

         3. CONVERSION.  All outstanding  principal and accrued interest on this
Debenture is  convertible,  at the option of the Holder,  at any time into fully
paid  and  nonassessable  shares  of  the  Corporation's  Common  Stock  at  the
conversion  rate  (the  "Conversion  Rate")  of  $1.15762  per  share.  Any such
conversion  shall be in the minimum amount of $1,000,000 and integral  multiples
of  $250,000;  provided,  however,  the final  conversion  may be for all of the
remaining  principal  and  accrued  interest.  Any  partial  conversion  of this
Debenture shall be deemed a conversion of

                                       1.

<PAGE>



the  principal  sum  hereof  until the  entire  principal  amount is  converted.
Thereafter,  any conversion shall be of accrued interest.  If the Corporation is
the  issuer  of  securities  to be sold by it  under an  effective  registration
statement  pursuant to the Securities Act of 1933, as amended,  the  Corporation
will  provide no less than ten days prior  notice  thereof to the Holder and all
conversion  rights  hereunder will terminate upon the closing of the sale by the
Corporation of the securities covered by said registration  statement unless the
Holder shall have converted  this  Debenture  before said date. In the event the
Common Stock is split, subdivided or combined, the Conversion Rate thereafter in
effect shall be appropriately  adjusted by the Corporation to provide the Holder
with the number of shares of Common Stock upon conversion such Holder would have
received on such split,  subdivision  or  combination  if it had converted  this
Debenture   immediately  prior  thereto.  In  the  event  the  Common  Stock  is
reclassified  or the  Corporation  merges or combines  with another  entity in a
transaction  in which the holders of Common Stock  receive  securities  or other
consideration  in respect of such  Common  Stock,  the Holder  shall be entitled
after such event to convert this  Debenture into the kind and type of securities
it would have received had the Holder converted this Debenture immediately prior
to such event.

         4. GUARANTEED VALUE.  Notwithstanding  anything herein to the contrary,
if the closing price of the  Corporation's  Common Stock as quoted on the Nasdaq
National  Market  during the first two (2) years  subsequent  to the date hereof
does not equal or exceed $1.7364 (as adjusted for stock splits,  stock dividends
or other  recapitalization  events)  for a period  of  thirty  (30)  consecutive
trading days within which period the Holder is not  restricted  from selling the
Common Stock  issuable upon  conversion of the Debenture by any federal or state
securities  laws or by contract  with the  Corporation,  then  effective  on the
second  anniversary  hereof, an additional number of shares of the Corporation's
Common  Stock shall be issued to the Holder and an  adjustment  shall be made in
the Conversion Rate for the  outstanding  balance of the debenture such that the
total  number of shares (i)  issued  upon  partial  conversion  of that  certain
Convertible Debenture,  dated as of April 17, 1995 (i.e. 3,058,833 shares), (ii)
held by the Holder as a result of the  conversion or partial  conversion of this
Debenture,  and (iii)  issuable to Holder  upon  conversion  of the  outstanding
principal balance and accrued interest under this Debenture, would have a market
value (based on the average closing price of the Corporation's  shares of Common
Stock during the last thirty (30) trading days preceding the second  anniversary
hereof)  equal to  $7,500,000;  provided,  however that not more than  6,478,810
shares of the  Corporation's  Common Stock (as adjusted for stock splits,  stock
dividends  or other  recapitalization  events) will be issued or issuable to the
Holder as a result of the  conversion  of this  Debenture and this Section 4. In
the  alternative,  the  Corporation  may  satisfy  this  guaranty  on the second
anniversary  hereof  by  offering  or  arranging  for its  designee  to offer to
purchase from the Holder the  converted  shares and the  outstanding  balance of
this debenture, including accrued interest, for $7,500,000, reduced pro rata for
any intervening  sales of shares by the Holder.  Such offer to purchase shall be
for cash only or other immediately available funds.

         5. SURRENDER AND  CANCELLATION  OF DEBENTURE.  Upon written notice of a
conversion  by the  Holder  together  with  delivery  of this  Debenture  to the
Corporation  or  its  transfer  agent,  the  applicable  amount  of  outstanding
principal  and  accrued  interest  on this  Debenture  shall be  converted.  The
Corporation shall not be obligated to issue  certificates  evidencing the shares
of the securities issuable upon such conversion unless this Debenture is

                                       2.

<PAGE>



either  delivered  to the  Corporation  or its  transfer  agent,  or the  Holder
notifies the  Corporation  or its transfer  agent that this  Debenture  has been
lost,  stolen  or  destroyed  and  executes  an  agreement  satisfactory  to the
Corporation  to  indemnify  the  Corporation  from  any loss  incurred  by it in
connection  with this Debenture.  The Corporation  shall, as soon as practicable
after such delivery, or such agreement and indemnification, issue and deliver at
such office to the Holder of this Debenture, a certificate for the securities to
which the Holder shall be entitled. Such conversion shall be deemed to have been
made  immediately  prior to the close of  business on the date of closing of the
transaction  causing  conversion or the date of receipt of written notice by the
Corporation from the Holder causing  conversion.  The person entitled to receive
the securities  issuable upon such conversion  shall be treated for all purposes
as the record holder or holders of such securities on such date.

         6.  COLLATERAL.  This  Debenture is issued to the Holder  pursuant to a
Convertible  Debenture Purchase Agreement dated as of April 17, 1995, as amended
November 27, 1996 (as amended,  supplemented, or restated from time to time, the
"Purchase  Agreement")  and amends and  restates in its  entirety  that  certain
convertible  debenture  dated as of April 17, 1995,  in the  original  principal
amount of $5,000,000. As of November 25, 1996, $5,393.82 of interest has accrued
and remains  unpaid  hereunder  (with interest  currently  accruing at a rate of
$898.97 per day). Pursuant to the Purchase Agreement,  this Debenture is secured
by certain collateral.

         7.  DEBENTURE  CONFERS NO RIGHTS AS  SHAREHOLDER.  The Holder shall not
have any rights as a shareholder  of the  Corporation  with regard to the shares
issuable hereunder prior to actual conversion hereunder.

         8.  WAIVERS.  The  Corporation  hereby waives  presentment,  demand for
performance, notice of non-performance, protest, notice of protest and notice of
dishonor. No delay on the part of Holder in exercising any right hereunder shall
operate as a waiver of such right or any other right.

         9. ASSIGNMENT.  The Holder shall not assign this Debenture  without the
prior  written  consent of the  Corporation  which consent shall not be withheld
except for valid business reasons.


                                       3.

<PAGE>



         10.  APPLICABLE  LAW. This Debenture shall be governed by and construed
in accordance with the laws of the Commonwealth of  Massachusetts  applicable to
contracts  between  Massachusetts  residents  entered  into and to be  performed
entirely within the State of Massachusetts.

                                                              FIBERCORE, INC.


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




                                       4.