EXH10-51


                       NOTE PURCHASE AND WARRANT AGREEMENT

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

         WHEREAS, the Purchaser and the Company executed a Term Sheet dated July
1, 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 115,220 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
1.3.

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  obligation
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  Purchaser
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 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.

         (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, 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
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.

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  Agreement,  all
covenants, agreements,  representations,  and warranties made by the Company and
the Purchaser herein shall


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survive the  execution of this  Agreement,  the delivery to the Purchaser of the
shares being purchased and the payment therefore.

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:

Bereshkai S. Aslami
7 Laurel Hill Rd.
Sturbridge, MA 01566

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 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


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

BERESHKAI  S. ASLAMI                        FIBERCORE, INC.

By:___/s/________________________           By:___/s/_______________
                                            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  Bereshkai  S.  Aslami
("Payee"), at 7 Laurel Hill Road, Sturbridge, MA 01566, the principal sum of Two
Hundred Fifty  Thousand  Dollars  ($250,000)  together with any unpaid  interest
thereon, on July 3 l, 1999.

         This Note  shall bear  interest  at the  initial  rate of 9.25% for the
period  July 3l,  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 1st day of the month  following  the 3-month  interest
period (October 1, January l, April 1 and July l ) 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 l/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
Chief Financial Officer and Treasurer