MERGER AGREEMENT

          This Merger Agreement is executed as of this 18th day of July, 1995.


                                   WITNESSETH:

         WHEREAS, the Board of Directors of each of the undersigned corporations
has adopted the Plan of Merger of FiberCore Incorporated,  a Nevada corporation,
into Venturecap,  Inc., a Nevada corporation,  attached as Annex 1 (the "Plan");
and

         NOW, THEREFORE, the undersigned corporations hereby agree that the Plan
and the merger  contemplated  thereby,  shall be  consummated as provided by the
Plan, unless terminated  pursuant to the Plan prior to the filing of Articles of
Merger,  and further  agree that  following  consummation  of the  merger,  this
instrument  and Annex 1 hereto shall  constitute  the complete  executed Plan of
Merger referred to in Nevada Revised Statutes 78.451 et seq.



<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. Glavas
                                                --------------------------
                                            Name: James R. Glavas
                                                 -------------------------
                                            Title:
                                                  ------------------------

                                            FIBERCORE INCORPORATED


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




<PAGE>




                                     ANNEX 1

                                 PLAN OF MERGER


         Pursuant to the provisions of Nevada Revised  Statutes  ("NRS") 78.451,
et seq., the following sets forth a plan of merger of FiberCore Incorporated,  a
Nevada  corporation (the "Constituent  Corporation"),  into Venturecap,  Inc., a
Nevada corporation (the "Surviving Corporation," or "Venturecap"):

         a. If this plan of merger is adopted by the stockholders of the parties
in  accordance  with  the laws of the  State of  Nevada  and not  terminated  or
abandoned as hereinafter  provided,  the merger of the  Constituent  Corporation
into the  Surviving  Corporation  shall  become  effective  upon the  filing  of
Articles of Merger in the office of the Secretary of State of Nevada pursuant to
the  provisions of NRS 78.458,  or at such later time as may be set forth in the
Articles of Merger (the "Effective Time of the Merger").

         b. At the Effective Time of the Merger,  the separate  existence of the
Constituent Corporation shall cease, and the Surviving Corporation shall possess
all  rights,  privileges  and  powers,  and  be  subject  to  all  restrictions,
disabilities and duties of the Constituent Corporation.

         c. At the  Effective  Time of the Merger,  the title to all real estate
and other property, real and personal,  owned by the Constituent Corporation and
all debts due to the  Constituent  Corporation  shall be vested in the Surviving
Corporation without reversion or impairment.

         d. At the Effective Time of the Merger, the Surviving Corporation shall
have all of the debts,  liabilities and duties of the  Constituent  Corporation,
but all rights of creditors  and all liens upon any property of the  Constituent
Corporation shall be preserved unimpaired.

         e. Any proceeding  pending against the  Constituent  Corporation may be
continued as if the merger had not occurred or the Surviving  Corporation may be
substituted in the proceeding for the Constituent Corporation.


<PAGE>



         f. The Articles of  Incorporation  of the Surviving  Corporation  shall
remain  in full  force  and  effect  as the  Articles  of  Incorporation  of the
Surviving Corporation,  and will be amended at the Effective Time of the Merger,
as follows:

         Article I of the Articles of  Incorporation  is deleted in its entirety
and replaced by the following:

         The Name of the Corporation is FiberCore, Inc.

         g. The Bylaws of the Surviving  Corporation  shall remain in full force
and effect as the Bylaws of the  Surviving  Corporation  following the Effective
Time of the Merger,  without  amendment,  until altered,  amended or repealed as
provided therein.

         h.  The  officers  and  directors  of  FiberCore  Incorporated  on  the
Effective Time of the Merger, to wit:


          Name                              Position
Mohd A. Aslami             Director and Chief Executive Officer
Gregory A. Perry           Director and Vice President of Sales
                                and Marketing
Charles DeLuca             Director and Secretary
Hans Moeller               Director
Zaid Siddig                Director
John Ramsey                Director
Steven Phillips            Director

shall be the officers and directors of the Surviving  Corporation  following the
Effective  Time of the Merger  until  respective  successors  are  appointed  or
elected and qualified.

         i.  Each   outstanding   share  of  common  stock  of  the  Constituent
Corporation   shall  be  converted  into  3.6713070   shares  of  the  Surviving
Corporation.

         j. The manner of converting the outstanding shares of the capital stock
of the Constituent  Corporation into the shares or other securities of the shall
be as follows:



<PAGE>



                  (1) Each  share of common  stock of  Venturecap,  Inc.,  which
shall be issued and outstanding at the Effective Time of the Merger shall remain
issued and outstanding.

                  (2)  Other  than  shares of  common  stock of the  Constituent
Corporation  owned by the  Constituent  Corporation or shares of common stock of
the Constituent  Corporation  owned directly or indirectly by Venturecap,  which
shall be cancelled,  the shares of common stock of the  Constituent  Corporation
which shall be outstanding at the Effective Time of the Merger and all rights in
respect thereof,  shall forthwith be changed and converted into 3.6713070 shares
of common stock of the Surviving Corporation.

                  (3) After the Effective Time of the Merger,  each holder of an
outstanding  certificate  representing shares of common stock of the Constituent
Corporation shall surrender the same to the Surviving  Corporation and each such
holder shall be entitled upon such  surrender to receive the number of shares of
common stock of the basis provided herein. Until so surrendered, the outstanding
shares of the stock of the  Constituent  Corporation  to be  converted  into the
stock of as provided herein, may be treated by the Surviving Corporation for all
corporate  purposes  as  evidencing  the  ownership  of shares of the  Surviving
Corporation  as though said  surrender  and exchange had taken place.  After the
Effective Time of the Merger, each registered owner of any uncertified shares of
common stock of the Constituent  Corporation shall have said shares canceled and
said  registered  owner shall be entitled to such number of common shares of the
Surviving Corporation as are provided for herein.

         k. Anything  herein or elsewhere to the contrary  notwithstanding,  the
merger may be abandoned by the Board of Directors of either corporation,  in the
sole discretion of any such Board and without further action by stockholders, at
any time prior to the Effective Time of the Merger, subject to the provisions of
the Agreement and Plan of Reorganization between Venturecap and FiberCore.

         l. Any officer of the  Surviving  Corporation  is authorized to execute
and deliver such other and further instruments and documents as may be necessary
to effectuate this plan of merger in accordance with its terms.



<PAGE>



         m. The shares to be issued in the merger will not be  registered  under
the Securities Act of 1933, as amended, or under any state securities laws.

         n.  The  Surviving  Corporation  shall  in  no  event  be  required  to
consummate the merger unless the Surviving  Corporation  in its sole  discretion
shall have  determined  that issuance of shares in the merger is exempt from the
registration  requirements  of the Securities Act of 1933, as amended,  and that
such shares may be lawfully issued without  registration under the provisions of
any state securities law.



<PAGE>



                               ARTICLES OF MERGER

                                       OF

                             FiberCore Incorporated,

                              a Nevada Corporation

                                      Into

                                Venturecap, Inc.,

                              a Nevada Corporation


         THE  UNDERSIGNED,  as the President  and the  Secretary of  Venturecap,
Inc., a Nevada corporation (the "Surviving Corporation"), as and for the purpose
of complying  with the provisions of Nevada Revised  Statutes  ("NRS")  Sections
78.451 et seq., and in order to effectuate the merger of FiberCore Incorporated,
a  Nevada  Corporation  into  Venturecap,  Inc.,  a Nevada  Corporation,  hereby
certifies as follows:

         1. The name of the  Constituent  Corporation is FiberCore  Incorporated
and its  place  of  incorporation  was the  State  of  Nevada.  The  name of the
Surviving  Corporation is Venturecap,  Inc. and its place of  incorporation  was
also the State of Nevada.

         2. A plan of merger has been  adopted by the Board of Directors of each
corporation that is a party to this merger.

         3. The plan of merger was  submitted  by the Board of  Directors of the
Surviving  Corporation  to  its  stockholders  pursuant  to the  Nevada  Revised
Statutes.  Of the 955,451  outstanding  shares of Venturecap  common stock,  par
value, $.001 per share at the time of the vote, all were entitled to vote on the
plan of merger,  765,550 were represented at the shareholders  meeting,  765,550
shares were voted in favor of the plan of merger and 0 shares were voted against
the plan and the  number of votes cast in favor of the plan was  sufficient  for
approval of the plan of merger.

         4. The plan of merger was  submitted  by the Board of  Directors of the
Constituent Corporation to its stockholders pursuant to the


<PAGE>



Nevada Revised Statutes. Of the 6,605,277 outstanding shares of FiberCore common
stock, par value, $.01 per share, holders  representing  5,333,334 shares agreed
to the plan of merger by written consent,  and the consent of such  stockholders
was sufficient for approval.



         4. The  Articles of  Incorporation  of the  Surviving  Corporation  are
hereby amended as follows:

                  Article I of the Articles of  Incorporation  is deleted in its
entirety and replaced by the following:

         The Name of the Corporation is FiberCore, Inc.

         5. A complete  executed  plan of merger is on file at the office of the
registered agent of the Surviving Corporation which is hereby changed to be:

                  Corporation Trust Company
                  One East 1st Street, Suite 1600
                  Reno, Nevada  89501

                  Formerly the registered agent was:

                  Broadmoor Associates, Inc.
                  3916 Orville Circle
                  Las Vegas, Nevada  89108

         6. A copy of the plan of  merger  will be  furnished  by the  Surviving
Corporation  on  request  and  without  any  cost  to  any  stockholder  of  any
corporation which is a party to this merger.

         7. The  effective  date of this  merger  is the date upon  which  these
Articles  of Merger  are filed in the  Office of the  Secretary  of State of the
State of Nevada.



<PAGE>




         IN WITNESS WHEREOF, we have set forth our hands as of the        day of
1995.


                                               VENTURECAP, INC.


                                               By
                                                  ----------------------------
                                               Name:
                                               Title: President


                                               By
                                                  ----------------------------
                                               Name:
                                               Title: Secretary


                                              FIBERCORE INCORPORATED


                                              By
                                                  ----------------------------
                                              Name:
                                              Title: President


                                              By
                                                  ----------------------------
                                              Name:
                                              Title: Secretary



<PAGE>




                                    EXHIBIT D

                       DIRECTORS OF SURVIVING CORPORATION

Mohd A. Aslami
Gregory A. Perry
Charles DeLuca
Hans Moeller
Zaid Siddig
John Ramsey
Steven Phillips


<PAGE>




                                    Exhibit E

                        OFFICERS OF SURVIVING CORPORATION

Mohd A. Aslami             Chief Executive Officer
Gregory A. Perry           Vice President of Sales and Marketing
Charles DeLuca             Secretary




<PAGE>



                                    EXHIBIT F








                                  July __, 1995



FiberCore Incorporated
P.O. Box 206
174 Charlton Road
Sturbridge, Massachusetts  01566

Gentlemen:

         We have acted as  counsel to  Venturecap,  Inc.,  a Nevada  corporation
("Venturecap"),  in  connection  with their  execution  and  delivery of the (i)
Agreement and Plan of Reorganization (the "Agreement and Plan") among Venturecap
and FiberCore  Incorporated,  a Nevada  corporation  ("FiberCore")  and (ii) the
Merger Agreement among FiberCore and Venturecap (the "Merger  Agreement"),  each
dated as of July __, 1995 (the  Agreement and Plan and the Merger  Agreement are
sometimes hereinafter referred to collectively as the "Merger Agreements"). This
opinion  is  given  pursuant  to  Section  8.3(c)  of the  Agreement  and  Plan.
Capitalized terms used but not defined herein have the meanings ascribed to such
terms respectively in the Agreement and Plan.

         In  connection  with  this  opinion,  we  have  examined:   the  Merger
Agreements and certain originals or copies of corporate records of Venturecap.

         For purposes of this opinion,  we have assumed the  genuineness  of all
signatures,  the authenticity of all documents submitted to us as originals, the
conformity to original  documents of all documents  submitted to us as certified
or  photostatic   copies,   and  that  the  information  in  the   certificates,
representations, and


<PAGE>



statements referred to above remains true and complete as of the date hereof.

         Based  upon  and  subject  to  the   foregoing,   and  subject  to  the
qualifications and exceptions hereinafter set forth, we are of the opinion as of
this date that:

         a.  Venturecap is duly organized and validly  existing  corporations in
good  standing  under the laws of the State Nevada has the  corporate  power and
authority  to own  its  properties  and  conduct  its  businesses  as  presently
conducted.  Venturecap has full corporate  power and authority to enter into the
Merger Agreements and to consummate the transactions contemplated thereby.

         b. The execution, delivery, and performance of the Merger Agreements by
Venturecap have been duly authorized by all requisite  corporate and shareholder
action on the part of Venturecap.  The Merger Agreements have been duly executed
and delivered by Venturecap and constitute legal, valid, and binding obligations
on the part of Venturecap.

         c.  The  execution  and  delivery  of the  Merger  Agreements  and  the
consummation  of the Merger do not violate or conflict with the  Certificate  of
Incorporation or Bylaws of Venturecap.

         d. Upon and following the Effective  Time of the Merger,  the shares of
Venturecap to be issued in the Merger will be duly  authorized,  validly issued,
fully paid and non-assessable outstanding shares of Venturecap Common.

         e. The  Articles  of Merger,  when filed with the Nevada  Secretary  of
State  will be  effective  to  consummate  the  merger  between  Venturecap  and
FiberCore.

         In addition,  I declare that as of the date hereof,  neither myself nor
my firm is owed any funds (including disbursements) by Venturecap, including but
not limited to funds owed for work related to this merger.


                                                              Very truly yours,



<PAGE>





                                    EXHIBIT G

                               Principal's Letter
                               ------------------


                                                                     July , 1995

FiberCore Incorporated
P.O. Box 206
174 Charlton Road
Sturbridge, Massachusetts  01566

Ladies and Gentlemen:

         In consideration of the merger of FiberCore Incorporated ("FiberCore"),
into  Venturecap,  Inc.  ("Venturecap"),  of  which  I am a  shareholder,  in my
individual  capacity,  and  not in my  capacity  as a  director  or  officer  of
Venturecap, I agree represent, warrant and covenant as follows:

         (i) I will  indemnify,  pay the defense costs of and hold FiberCore and
if the  merger  is  consummated,  the  corporation  surviving  the  merger  (the
"Surviving  Corporation") and its affiliates (the  "Indemnitees")  harmless from
and  against  all  demands,  claims,  actions or causes of action,  assessments,
losses, damages, liabilities, costs and expenses, including, without limitation,
interest,  penalties and reasonable attorneys,  fees and expenses  (collectively
"Damages"),  imposed upon or incurred by FiberCore or the Surviving  Corporation
by reason of or resulting from:

               (a) any inaccuracy or breach of any  representation,  warranty or
               covenant or failure of any condition or lack of  compliance  with
               any term of the  Agreement  by  Venturecap  contained  in or made
               pursuant  to  the  Agreement  and  Plan  of  Reorganization  (the
               "Agreement") and the Merger  Agreement (the "Merger  Agreement"),
               or

               (b) any inaccuracy or misrepresentation in any certificate or any
               Venturecap  Schedule  delivered  by  Venturecap  pursuant  to the
               Agreement, or


<PAGE>



               (c) any breach by me of this letter.

         (ii) I will pay each  Indemnitee  the amount which would be required to
put such  Indemnitee  in the position  that it would have been in had any breach
(including any inaccuracy of any representation or warranty, failure of any term
or  condition,  or lack of  compliance  with  any  term  of the  agreement)  not
occurred.

         (iii) I will not seek  contribution  or  indemnification  or any  other
recourse  for  my  obligations   hereunder  from  Venturecap  or  the  Surviving
Corporation, or any of their officers or directors, or any other entity, if such
contribution or indemnification  would or could cause any payments to be made by
Venturecap or the Surviving Corporation, either directly or indirectly.

         (iv)  Any notice may be sent to me at the address listed above.

         (v) I represent that I own 80,000 shares of Venturecap common stock and
that  I  acquired  my  shares  in  Venturecap  in  a  transaction   exempt  from
registration under the Securities Act of 1933, as amended.

         (vi) This  letter will be governed by the laws of the State of New York
and any dispute relating thereto shall be adjudicated in the courts of the state
of New York or in the federal courts located in such jurisdiction,  and I hereby
submit to the jurisdiction of such courts.

         (vii) I acknowledge  that any Indemnitee may seek recourse  against me,
independent of any other recourse he may have, provided that no Indemnitee shall
be entitled to more than a single recovery.

         (viii) In  executing  this  letter  agreement,  I am not relying on any
other shareholder executing a similar agreement.



<PAGE>




         (ix)  This  indemnification  shall  remain  in full  force  and  effect
notwithstanding any waivers by any entity.

         (x) In  executing  this  letter,  I am not relying on any  statement by
FiberCore with respect to its financial  condition or otherwise contained in the
Agreement.

                                                  Very truly yours,



                                                  By
                                                     --------------------------
                                                     James R. Glavas




<PAGE>



                                    EXHIBIT H

                          CERTIFICATE OF DUANE MIDGLEY

         I hereby certify that as of the date hereof, there are no amounts owing
from  Venturecap,  Inc. to me or my firm, and all such amounts have been paid in
full.




                                                     ---------------------------
                                                     Duane Midgley



<PAGE>



                                  Schedule 3.2

                           Warrants, Options and Other
                    Outstanding Convertible Equity Securities
                    -----------------------------------------

         $5,000,000  convertible  debt plus interest  accumulatuing at a rate of
LIBOR plus one percent may be converted  into common stock of FiberCore  through
April 17,  2005.  For the first  five  years the  conversion  price is $4.25 per
share; thereafter the conversion price is equal to the price per share paid by a
third  party  investor  in  the  private  sale  of  common  stock  by  FiberCore
immediately prior to such conversion.

         95,000 employee stock options are  outstanding  and 305,000  additional
options are available for issuance.

         425,000 options may be issued to a new chief operating officer.

         Pursuant to a Letter of Intent dated May 15, 1995 between FiberCore and
Automated Light Technologies,  Inc. ("ALT"),  ALT will merge into FiberCore or a
subsidiary thereof and FiberCore will issue a 2.4 million shares of common stock
of FiberCore to ALT shareholders.

         Additional  warrants  exercisable  into  150,000  shares  of  FiberCore
Capital Stock are due to be issued to Middle Eastern  Specialized  Cable Company
("MESC"), upon signing of certain agreements.

         65,000  shares of FiberCore  Capital Stock are due to be issued to MESC
upon the exercise of the warrants listed in the above paragraph.

         An  additional  185,000  shares of  FiberCore  Capital  Stock are to be
issued to MESC upon the signing of certain agreements.

         100,000 shares of FiberCore  Capital Stock are currently  being held in
escrow for MESC pending certain approvals and the signing of certain documents.



<PAGE>


         An additional 223,625 warrants are outstanding (subject to adjustment)

         Additional  warrants may be due the Armand Group in an amount dependent
on the number of the  Company's  securities  placed by them,  in a  contemplated
private placement.

         All warrants and options reflect  pre-dilution  numbers.  Such dilution
may have occurred from issuance of other warrants, options or sales of stock. In
addition, the terms of this agreement may further dilute options and warrants.