THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION  THEREFROM UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.


                        WARRANT TO PURCHASE A MINIMUM OF
                       1,382,648 SHARES OF COMMON STOCK OF
                                 FIBERCORE, INC.
                                 ---------------
                         (Void after November 27, 2001)


         This certifies that AMP  Incorporated  (the "Holder"),  or its assigns,
for value  received,  is entitled to purchase  from  FiberCore,  Inc.,  a Nevada
corporation  (the  "Company"),  having a place of business at 174 Charlton Road,
Sturbridge,  MA 01566,  a number of fully paid and nonassess  able shares of the
Company's Common Stock ("Common Stock")  determined in accordance with Section 3
hereof,  at a purchase price per share  determined in accordance  with Section 3
hereof (the "Stock  Purchase  Price") at any time or from time to time up to and
including 5:00 p.m. (Eastern time) on November 27, 2001 (the "Expiration Date"),
upon surrender to the Company at its principal office (or at such other location
as the  Company  may advise  the Holder in  writing)  of this  Warrant  properly
endorsed with the Form of Subscription attached hereto duly filled in and signed
and, if  applicable,  upon  payment in cash or by check of the  aggregate  Stock
Purchase  Price for the  number  of  shares  for  which  this  Warrant  is being
exercised  determined  in  accordance  with the  provisions  hereof.  The  Stock
Purchase  Price and the number of shares  purchasable  hereunder  are subject to
adjustment  as provided  in Section 3 of this  Warrant.  The Common  Stock to be
issued  upon  exercise  of this  Warrant  will be  authorized  prior to the date
hereof.

         This Warrant is subject to the following terms and conditions:

         1.       Exercise; Issuance of Certificates; Payment for Shares.

                  1.1 General.  This Warrant is exercisable at the option of the
holder of record hereof,  at any time or from time to time, up to the Expiration
Date for all or any part of the  shares of Common  Stock (but not for a fraction
of a share) which may be purchased hereunder. The Company agrees that the shares
of Common  Stock  purchased  under  this  Warrant  shall be and are deemed to be
issued to the Holder  hereof as the record  owner of such shares as of the close
of business on the date on which (i) this Warrant  shall have been  surrendered,
properly endorsed, (ii) the completed,  executed Form of Subscription shall have
been  delivered  and (iii)  payment made for such shares.  Certificates  for the
shares of Common  Stock so  purchased,  together  with any other  securities  or
property to which the Holder  hereof is entitled  upon such  exercise,  shall be
delivered to the Holder hereof by the Company at the Company's  expense within a
reasonable

                                       1.

<PAGE>



time after the rights  represented  by this Warrant have been so  exercised.  In
case of a purchase of less than all the shares which may be purchased under this
Warrant,  the Company  shall  cancel this  Warrant and execute and deliver a new
Warrant  or  Warrants  of like tenor for the  balance of the shares  purchasable
under the Warrant  surrendered  upon such purchase to the Holder hereof within a
reasonable  time.  Each  stock   certificate  so  delivered  shall  be  in  such
denominations  of Common  Stock as may be  reasonably  requested  by the  Holder
hereof and shall be registered in the name of such Holder.

                  1.2 Net Issue Exercise.  Notwithstanding any provisions herein
to the contrary,  if the fair market value of one share of the Company's  Common
Stock is greater than the Stock  Purchase  Price (at the date of  calculation as
set forth below),  in lieu of exercising  this Warrant for cash,  the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion  thereof  being  canceled)  by  surrender of this Warrant at the
principal  office of the Company  together  with the properly  endorsed  Form of
Subscription  and notice of such election in which event the Company shall issue
to the Holder a number of shares of Common Stock  computed  using the  following
formula:

             X = Y (A-B)
                 -------
                    A

      Where X =  the number of shares of Common Stock to be issued to the Holder

                  Y =  the number of shares of Common  Stock  purchasable  under
                       the Warrant or, if only a portion of the Warrant is being
                       exercised,  the portion of the Warrant being canceled (at
                       the date of such calculation)

                   A = the  fair  market  value of one  share  of the  Company's
                       Common Stock (at the date of such calculation)

                   B = Stock  Purchase  Price (as  adjusted  to the date of such
                       calculation)

For purposes of the above calculation,  fair market value of one share of Common
Stock shall be  determined  by the  Company's  Board of Directors in good faith;
provided,  however,  that in the  event  the  Company  makes an  initial  public
offering  of its  Common  Stock the fair  market  value  per share  shall be the
closing price per share as quoted on the Nasdaq  National Market on the business
day preceding exercise of the Warrant.

         2.  Shares  to be  Fully  Paid;  Reservation  of  Shares.  The  Company
covenants  and agrees  that all shares of Common  Stock which may be issued upon
the exercise of the rights  represented by this Warrant will, upon issuance,  be
duly authorized,  validly issued, fully paid and nonassessable and free from all
preemptive  rights of any shareholder  and free of all taxes,  liens and charges
with respect to the issue thereof. The Company further covenants and agrees that
during the period  within  which the rights  represented  by this Warrant may be
exercised, the




                                       2.

<PAGE>



Company will at all times have authorized and reserved, for the purpose of issue
or transfer upon exercise of the subscription  rights evidenced by this Warrant,
a sufficient  number of shares of authorized but unissued Common Stock, or other
securities and property, when and as required to provide for the exercise of the
rights represented by this Warrant. The Company will take all such action as may
be  necessary  to  assure  that such  shares  of  Common  Stock may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed; provided, however, that the Company shall not be required to effect a
registration  under  Federal  or State  securities  laws  with  respect  to such
exercise.

         3. Number of Shares; Stock Purchase Price and Adjustment.  This Warrant
shall be exercisable for the number of shares equal to the number resulting from
the division of $2,000,000 by the Stock Purchase Price. The Stock Purchase Price
shall initially be set at one dollar, forty-four cents and sixty-five hundredths
of one cent  ($1.4465)  and the Stock  Purchase  Price and the  number of shares
purchasable  upon the exercise of this Warrant  shall  thereafter  be subject to
adjustment from time to time upon the occurrence of certain events  described in
this Section 3. Upon each adjustment of the Stock Purchase Price,  the Holder of
this Warrant  shall  thereafter be entitled to purchase,  at the Stock  Purchase
Price resulting from such adjustment,  the number of shares obtained by dividing
two million dollars ($2,000,000) by the Stock Purchase Price resulting from such
adjustment.

                  3.1 Price Target. If the closing price of the Company'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  $2.1697 (as adjusted for
stock splits, stock dividends or other recapitalization pursuant to this Section
3) for a period of thirty (30) consecutive  trading days within which period the
Holder is not restricted from selling the Common Stock issuable upon exercise of
this  Warrant by any federal or state  securities  laws or by contract  with the
Company,  then the Stock  Purchase  Price shall be adjusted  effective as of the
second  anniversary of the date hereof by multiplying  $1.4465 by a fraction the
denominator of which is 2.1697 and the numerator of which is the average closing
price per share of the Company's  Common Stock as quoted on the NASDAQ  National
Market during the thirty (30) trading days  preceding the second  anniversary of
the date  hereof;  provided  however that the Stock  Purchase  Price as adjusted
pursuant  to this  Section  3.1  shall not be less  than  $0.7232  per share (as
adjusted for stock splits, stock dividends or other recapitalization pursuant to
this Section 3). Notwithstanding the foregoing,  in lieu of an adjustment of the
Stock  Purchase  Price  pursuant to this  Section  3.1, the Company may offer to
purchase the Warrant and any shares of Common Stock  purchased  hereunder on the
second  anniversary  of the date  hereof  for a  purchase  price of one  million
($1,000,000)  dollars;  provided,  however, that the Holder shall have the right
not sell the Warrant and any shares of Common Stock  purchased  hereunder to the
Company,  but if the  Holder  exercises  such  right,  then  there  shall  be no
adjustment to the Stock Purchase Price under this Section 3.1.

                  3.2  Subdivision or Combination of Stock.  In case the Company
shall at any time  subdivide  its  outstanding  shares  of Common  Stock  into a
greater number of shares, the Stock




                                       3.

<PAGE>



Purchase  Price  in  effect  immediately  prior  to such  subdivision  shall  be
proportionately  reduced,  and  conversely,  in case the  outstanding  shares of
Common Stock of the Company shall be combined  into a smaller  number of shares,
the Stock Purchase Price in effect  immediately  prior to such combination shall
be proportionately increased.

                  3.3  Dividends  in  Common  Stock,   Other  Stock,   Property,
Reclassification.  If at any time or from  time to time the  holders  of  Common
Stock (or any shares of stock or other  securities at the time  receivable  upon
the exercise of this Warrant) shall have received or become entitled to receive,
without  payment  (including,  without  limitation,  payment in the form of past
services rendered) therefor,

                           (A)  Common  Stock  or any  shares  of stock or other
securities  which are at any time  directly or  indirectly  convertible  into or
exchangeable  for Common  Stock,  or any rights or  options  to  subscribe  for,
purchase or otherwise  acquire any of the  foregoing by way of dividend or other
distribution,

                           (B) any cash paid or payable otherwise than as a cash
dividend, or

                           (C)  Common  Stock  or  additional   stock  or  other
securities  or  property   (including   cash)  by  way  of  spinoff,   split-up,
reclassification,  combination  of shares or  similar  corporate  rearrangement,
(other than (i) shares of Common Stock issued as a stock split,  adjustments  in
respect of which  shall be covered by the terms of Section  3.2 above or (ii) an
event for which adjustment is otherwise made pursuant to Section 3.4 below),

then and in each such case,  the Holder hereof shall,  upon the exercise of this
Warrant,  be entitled to receive,  in addition to the number of shares of Common
Stock receivable thereupon,  and without payment of any additional consideration
therefor,  the amount of stock and other securities and property (including cash
in the cases  referred to in clauses (B) and (C) above)  which such Holder would
hold on the date of such  exercise  had he been the  holder  of  record  of such
Common Stock as of the date on which holders of Common Stock  received or became
entitled  to  receive  such  shares  or all  other  additional  stock  and other
securities and property.

                  3.4 Reorganization, Reclassification, Consolidation, Merger or
Sale. If any capital  reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation,  or the sale of
all or substantially all of its assets to another  corporation shall be effected
in such a way that holders of Common  Stock shall be entitled to receive  stock,
securities,  or  other  assets  or  property,  then,  as  a  condition  of  such
reorganization,  reclassification,  consolidation,  merger or sale,  lawful  and
adequate  provisions  shall be made whereby the Holder  hereof shall  thereafter
have the right to  purchase  and  receive  (in lieu of the  shares of the Common
Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented  hereby) such shares of stock,  securities or
other  assets or  property  as may be issued or  payable  with  respect to or in
exchange  for a number of  outstanding  shares of such Common Stock equal to the
number  of  shares  of  such  stock  immediately   theretofore  purchasable  and
receivable upon the exercise of the rights represented




                                       4.

<PAGE>



hereby; provided,  however, that in the event the value of the stock, securities
or other assets or property  (determined in good faith by the Board of Directors
of the  Company)  issuable  or payable  with  respect to one share of the Common
Stock of the Company  immediately  theretofore  purchas able and receivable upon
the exercise of the rights represented hereby is in excess of the Stock Purchase
Price hereof effective at the time of the merger and securities received in such
reor  ganization,  if any, are publicly  traded,  then this Warrant shall expire
unless exercised prior to the  reorganization.  In any reorganization  described
above,  appropriate  provision  shall be made with  respect  to the  rights  and
interests  of the Holder of this Warrant to the end that the  provisions  hereof
(including, without limitation, provisions for adjustments of the Stock Purchase
Price and of the number of shares  purchasable  and receivable upon the exercise
of this  Warrant)  shall  thereafter  be  applicable,  as  nearly  as may be, in
relation to any shares of stock,  securities  or assets  thereafter  deliverable
upon the exercise  hereof.  The Company will not effect any such consolida tion,
merger  or  sale  unless,  prior  to the  consummation  thereof,  the  successor
corporation (if other than the Company) resulting from such consolidation or the
corporation purchasing such assets shall assume by written instrument,  executed
and mailed or delivered to the  registered  Holder hereof at the last address of
such Holder appearing on the books of the Company,  the obligation to deliver to
such Holder such shares of stock,  securities or assets as, in  accordance  with
the foregoing provisions, such Holder may be entitled to purchase.

                  3.5 Notice of  Adjustment.  Upon any  adjustment  of the Stock
Purchase  Price or any increase or decrease in the number of shares  purchasable
upon the exercise of this Warrant, the Company shall give written notice thereof
in the manner  described in Section 13 below.  The notice shall be signed by the
Company's  chief  financial  officer  and shall state the Stock  Purchase  Price
resulting  from such  adjustment  and the increase or  decrease,  if any, in the
number of shares  purchasable  at such price upon the exercise of this  Warrant,
setting forth in reasonable  detail the method of calculation and the facts upon
which such calculation is based.

                  3.6 Other Notices. If at any time:

                           (1) the Company  shall declare any cash dividend upon
its Common Stock;

                           (2) the Company  shall  declare any dividend upon its
Common Stock payable in stock or make any special dividend or other distribution
to the holders of its Common Stock;

                           (3) the Company shall offer for subscription pro rata
to the holders of its Common Stock any  additional  shares of stock of any class
or other rights;

                           (4)  there  shall be any  capital  reorganization  or
reclassification of the capital stock of the Company; or consolidation or merger
of the  Company  with,  or sale of all or  substantially  all of its  assets to,
another corporation;





                                       5.

<PAGE>



                           (5)  there  shall  be  a  voluntary  or   involuntary
dissolution, liquidation or winding-up of the Company; or

                           (6) there  shall be an  initial  public  offering  of
Company securities;

then,  in any one or more of said cases,  the Company  shall give, in the manner
described  in Section 11 below,  (a) at least  thirty (30) days'  prior  written
notice  of the date on which the books of the  Company  shall  close or a record
shall be taken for such dividend,  distribution  or  subscription  rights or for
determining   rights   to  vote  in   respect   of  any   such   reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up,  and (b) in the case of any such  reorganization,  reclassification,
consolidation,  merger,  sale,  dissolution,  liquidation,  winding-up or public
offering,  at least thirty (30) days' prior written  notice of the date when the
same shall take  place;  provided,  however,  that the Holder  shall make a best
efforts attempt to respond to such notice as early as possible after the receipt
thereof. Any notice given in accordance with the foregoing clause (a) shall also
specify, in the case of any such dividend,  distribution or subscription rights,
the date on which the holders of Common  Stock shall be  entitled  thereto.  Any
notice given in accordance with the foregoing  clause (b) shall also specify the
date on which the holders of Common  Stock  shall be entitled to exchange  their
Common  Stock  for   securities  or  other   property   deliverable   upon  such
reorganization,  reclassification,  consoli dation,  merger, sale,  dissolution,
liquidation, winding-up, conversion or public offering, as the case may be.

                  3.7 Certain Events.  If any change in the  outstanding  Common
Stock of the Company or any other event occurs as to which the other  provisions
of this Section 3 are not strictly  applicable or if strictly  applicable  would
not  fairly  protect  the  purchase  rights  of the  Holder  of the  Warrant  in
accordance  with such  provisions,  then the Board of  Directors  of the Company
shall make an adjustment in the number and class of shares  available  under the
Warrant,  the Stock Purchase Price or the application of such provisions,  so as
to protect such purchase  rights as aforesaid.  The adjustment  shall be such as
will give the Holder of the Warrant upon exercise for the same  aggregate  Stock
Purchase Price the total number, class and kind of shares as he would have owned
had the Warrant been  exercised  prior to the event and had he continued to hold
such shares until after the event requiring adjustment.

         4.       Demand Registration.

                  4.1 Subject to the conditions of this Section,  if the Company
shall  receive  a  written  request  from the  Holder  that the  Company  file a
registration statement under the Securities Act covering the registration of all
or part of the  shares of  Common  Stock now or  hereafter  held by the  Holder,
including,  without limitation,  the shares of Common Stock issuable pursuant to
the Warrant (collectively, the "AMP Shares"), then the Company shall, subject to
the  limitations  of this  Section,  use its best efforts to effect,  as soon as
practicable,  the  registration  under the Securities Act of all AMP Shares that
the Holder requests to be registered.





                                       6.

<PAGE>



                  4.2 If the Holder intends to distribute the AMP Shares covered
by its request by means of an underwriting,  it shall so advise the Company as a
part of its  request  made  pursuant  to this  Section 4 and shall enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected for such underwriting by the Holder (which  underwriter or underwriters
shall be  reasonably  acceptable  to the  Company).  Notwithstanding  any  other
provision  of this  Section  4, if the  underwriter  advises  the  Company  that
marketing  factors  require  a  limitation  of the  number  of AMP  Shares to be
underwritten  then the Company  shall so advise the Holder and the number of AMP
Shares to be underwritten will be reduced  accordingly.  Any AMP Shares excluded
or withdrawn from such underwriting shall be withdrawn from the registration.

                  4.3 The Company shall not be required to effect a registration
pursuant to this Section:

                           (A) prior to the Company's  initial  public  offering
and listing of the Company's Common Stock on the Nasdaq National Market;

                           (B) after the Company has effected  one  registration
pursuant to this Section 4, and such  registration  has been declared or ordered
effective;

                           (C)  during  the  period  starting  with  the date of
filing of, and ending on the date one hundred  eighty (180) days  following  the
effective date of the registration statement pertaining to the Company's initial
public  offering;  provided that the Company makes reasonable good faith efforts
to cause such registration statement to become effective; or

                           (D) if  the  Company  shall  furnish  to  the  Holder
requesting a  registration  pursuant to this Section 4, a certificate  signed by
the Chairman of the Board  stating that in the good faith  judgment of the Board
of Directors of the Company,  it would be seriously  detrimental  to the Company
and its shareholders for such registration to be effected at such time, in which
event the Company  shall have the right to defer such filing for a period of not
more than ninety (90) days after receipt of the request of the Holder;  provided
that such right to delay a request  shall be  exercised  by the Company not more
than once in any twelve (12) month period.

         5.       Piggyback Registration.

                  5.1 General. The Company shall notify the Holder in writing at
least thirty (30) days prior to the filing of any  registration  statement under
the  Securities  Act for  purposes  of a public  offering of  securities  of the
Company  (including,  but not limited to,  registration  statements  relating to
secondary  offerings of  securities of the Company,  but excluding  registration
statements  relating  to employee  benefit  plans or with  respect to  corporate
reorganizations  or other transactions under Rule 145 of the Securities Act) and
will  afford  each such Holder an  opportunity  to include in such  registration
statement  all or part of the AMP  Shares or any other  shares of the  Company's
Common  Stock  held by the  Holder  ("Registrable  Securities").  If the  Holder
desires  to include in any such  registration  statement  all or any part of the
Registrable Securities, it shall




                                       7.

<PAGE>



notify the Company in writing within fifteen (15) days after the above-described
notice  from the  Company.  Such  notice  shall  state  the  intended  method of
disposition of the Registrable  Securities by such Holder. If the Holder decides
not to include all of the Registrable  Securities in any registration  statement
thereafter filed by the Company, such Holder shall nevertheless continue to have
the right to include any Registrable  Securities in any subsequent  registration
statement or registration statements as may be filed by the Company with respect
to  offerings of its  securities,  all upon the terms and  conditions  set forth
herein.

                           (A) Underwriting. If the registration statement under
which the  Company  gives  notice  under this  Section 5 is for an  underwritten
offering,  the Company shall so advise the Holder.  In such event,  the right of
the Holder to be included in a registration  pursuant to this Section 5 shall be
conditioned upon such Holder's participation in such underwriting, the inclusion
of such  Holder's  Registrable  Securities  in the  underwriting  to the  extent
provided  herein and the  Holder  entering  into an  underwriting  agreement  in
customary  form  with  the  underwriter  or   underwriters   selected  for  such
underwriting  by  the  Company.  Notwithstanding  any  other  provision  of  the
Agreement,  if the underwriter  determines in good faith that marketing  factors
require a limitation of the number of shares to be  underwritten,  the number of
shares that may be included in the  underwriting  shall be allocated,  first, to
the Company; second, to the Holder; and third, to any shareholder of the Company
(other than the Holder) on a pro rata basis.  No such reduction shall reduce the
securities  being  offered by the  Company for its own account to be included in
the  registration  and  underwriting,  and  in no  event  shall  the  amount  of
securities  of  the  Holder  included  in  the  registration  be  reduced  below
twenty-five  percent  (25%) of the total amount of  securities  included in such
registration,  unless  such  offering is the initial  public  offering  and such
registration does not include shares of any other selling shareholders, in which
event any or all of the Registrable  Securities of the Holder may be excluded in
accordance with the immediately  preceding sentence.  In no event will shares of
any other  selling  shareholder  be  included in such  registration  which would
reduce the number of shares  which may be  included  by the Holder  without  the
written consent of the Holder.

                           (B)  Right to  Terminate  Registration.  The  Company
shall have the right to terminate or withdraw any  registration  initiated by it
under this Section 5 prior to the effectiveness of such registration  whether or
not any Holder  has  elected to include  securities  in such  registration.  The
expenses of such withdrawn registration shall be borne by the Company.

         6. The registration rights granted to the Holder pursuant to Sections 4
and 5 hereof  shall  terminate  upon the  earlier  of (i) ten  years  after  the
Company's  initial public offering;  or (ii) when all the AMP Shares held by the
Holder can be sold pursuant to Rule 144 of the Securities Act.

         7. Issue Tax. The issuance of  certificates  for shares of Common Stock
upon the exercise of the Warrant shall be made without  charge to the Holder for
any issue tax (other  than any  applicable  income  taxes) in  respect  thereof;
provided,  however,  that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the




                                       8.

<PAGE>



issuance and delivery of any  certificate  in a name other than that of the then
Holder of the Warrant being exercised.

         8.  Closing of Books.  The Company  will at no time close its  transfer
books  against  the  transfer  of any  warrant or of any shares of Common  Stock
issued  or  issuable  upon the  exercise  of any  warrant  in any  manner  which
interferes with the timely exercise of this Warrant.

         9. No Voting or  Dividend  Rights;  Limitation  of  Liability.  Nothing
contained in this  Warrant  shall be  construed  as  conferring  upon the Holder
hereof the right to vote or to consent or to receive  notice as a shareholder of
the Company or any other matters or any rights  whatsoever  as a shareholder  of
the Company.  No dividends or interest shall be payable or accrued in respect of
this  Warrant  or the  interest  represented  hereby or the  shares  purchasable
hereunder  until,  and only to the extent  that,  this  Warrant  shall have been
exercised.  No provisions  hereof,  in the absence of affirmative  action by the
Holder to purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the Holder  hereof,  shall give rise to any liability of
such Holder for the Stock  Purchase  Price or as a  shareholder  of the Company,
whether such liability is asserted by the Company or by its creditors.

         10.  Warrants  Transferable.  Subject  to  compliance  with  applicable
federal and state  securities  laws,  this Warrant and all rights  hereunder are
transferable to an Affiliate (defined below) of the Holder, in whole or in part,
without charge to the Holder hereof (except for transfer taxes),  upon surrender
of this Warrant  properly  endorsed.  For purposes of this Warrant,  "Affiliate"
means with respect to any person, (a) each person that,  directly or indirectly,
owns or  controls,  whether  beneficially  or as a  trustee,  guardian  or other
fiduciary,  [twenty percent (20.0%)] or more of the stock having ordinary voting
power  in the  election  of  directors  of such  person,  (b) each  person  that
controls,  is controlled  by or is under common  control with such person or any
Affiliate of such person or (c) each of such person's officers, directors, joint
venturers  and  partners.  For the purpose of this  definition,  "control"  of a
person shall mean the possession, directly or indirectly, of the power to direct
or cause the  direction  of its  management  or  policies,  whether  through the
ownership of voting securities,  by contract or otherwise. Each taker and holder
of this  Warrant,  by taking or holding the same,  consents and agrees that this
Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder
hereof,  when this Warrant  shall have been so  endorsed,  may be treated by the
Company,  at the  Company's  option,  and all other  persons  dealing  with this
Warrant as the absolute owner hereof for any purpose and as the person  entitled
to exercise the rights represented by this Warrant, or to the transfer hereof on
the books of the Company any notice to the contrary  notwithstanding;  but until
such transfer on such books,  the Company may treat the registered  owner hereof
as the owner for all purposes.

                  10.1  Financial  Information.  The  Company  will  furnish the
following  information to the Holder for so long as he or it is a holder of this
Warrant or a new warrant or warrants (in the case of a purchase of less than all
shares which may be purchased under this Warrant pursuant to Section 1.1):





                                       9.

<PAGE>



                           (A) As  soon  as  practicable  after  the end of each
year,  and in any event  within one  hundred  twenty  (120) days  thereafter,  a
consolidated  balance sheet of the Company and its  subsidiaries,  if any, as of
the end of such year, and a consolidated  statement of income and a consolidated
statement of changes in financial  position of the Company and its subsidiaries,
if any, for such year, prepared in accordance with generally accepted accounting
principles  and setting forth in each case in  comparative  form the figures for
the previous  year, all in reasonable  detail and with an audit opinion  thereon
from existing or other independent public accountants of recognized  regional or
national standing selected by the Company.

                           (B) As  soon  as  practicable  after  the end of each
fiscal  quarter of the  Company,  and in any event within  forty-five  (45) days
thereafter, a consolidated balance sheet of the Company and its subsidiaries, if
any, as at the end of such  fiscal  quarter,  and a  consolidated  statement  of
income of the Company and its subsidiaries, if any, for such fiscal quarter, and
for the current  fiscal year to date, in each case setting forth in  comparative
form the Company's and its subsidiaries',  if any,  consolidated  balance sheets
and consolidated statements of income for the corresponding periods (as prepared
pursuant  to  subparagraph  10.1(A)),  prepared  in  accordance  with  generally
accepted accounting principles, all in reasonable detail and certified,  subject
to changes resulting from year-end audit adjustments, by the principal financial
officer  of the  Company;  provided,  however,  that  any  financial  statements
provided hereunder need not contain any footnotes.

         11. Rights and Obligations Survive Exercise of Warrant.  The rights and
obligations  of the Company,  of the holder of this Warrant and of the holder of
shares of Common  Stock  issued upon  exercise of this  Warrant,  referred to in
Sections 3, 4, 5, 6 and 12, shall survive the exercise of this Warrant.

         12.  Modification and Waiver. This Warrant and any provision hereof may
be changed,  waived,  discharged or terminated  only by an instrument in writing
signed by the party against which enforcement of the same is sought.

         13. Notices.  All notices  required or permitted  hereunder shall be in
writing and shall be deemed effectively given: (i) upon personal delivery to the
party to be  notified;  (ii) when sent by  confirmed  telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day; (iii) five (5) days after having been sent by registered or certified mail,
return receipt  requested,  postage  prepaid;  or (iv) one (1) day after deposit
with a  nationally  recognized  overnight  courier,  having  specified  next day
delivery, with written verification of receipt. All communications shall be sent
to the Company and to the Holder at the address set forth below or at such other
address as the Company or Holder may designate by ten (10) days advance  written
notice to the other party hereto.

         14. Binding  Effect on  Successors.  This Warrant shall be binding upon
any corporation  succeeding the Company by merger or  consolidation.  All of the
obligations  of the  Company  relating  to the Common  Stock  issuable  upon the
exercise of this Warrant shall survive




                                       10.

<PAGE>



the  exercise  and  termination  of  this  Warrant.  All  of the  covenants  and
agreements  of the  Company  shall inure to the  benefit of the  successors  and
assigns of the holder hereof.

         15. Descriptive Headings and Governing Law. The description headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only  and do not  constitute  a part of this  Warrant.  This  Warrant  shall  be
construed and enforced in accordance  with,  and the rights of the parties shall
be governed by, the laws of the State of New York.

         16. Lost  Warrants.  The Company  represents and warrants to the Holder
hereof that upon receipt of evidence  reasonably  satisfactory to the Company of
the loss, theft, destruction,  or mutilation of this Warrant and, in the case of
any such loss,  theft or  destruction,  upon receipt of an indemnity  reasonably
satisfactory  to  the  Company,  or in the  case  of any  such  mutilation  upon
surrender and cancellation of such Warrant,  the Company,  at its expense,  will
make and  deliver a new  Warrant,  of like tenor,  in lieu of the lost,  stolen,
destroyed or mutilated Warrant.

         17.  Fractional  Shares.  No  fractional  shares  shall be issued  upon
exercise of this Warrant.  The Company shall,  in lieu of issuing any fractional
share,  pay the  holder  entitled  to such  fraction a sum in cash equal to such
fraction multiplied by the then effective Stock Purchase Price.





                                       11.

<PAGE>




         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its officers,  thereunto duly  authorized this 27th day of November,
1996.


                                           FIBERCORE, INC.
                                           a Nevada corporation



                                           /s/ Mohd Aslami
                                           -------------------------------------
                                           Mohd A. Aslami
                                           President and Chief Executive Officer



ATTEST:



/s/ Charles DeLuca
---------------------------
Charles DeLuca, Secretary




                                       12.

<PAGE>




                                    EXHIBIT A

                                SUBSCRIPTION FORM


                                                        _________________, 19___


FiberCore, Inc.



Ladies and Gentlemen:

o        The  undersigned  hereby  elects  to  exercise  the  warrant  issued by
         FiberCore,  Inc.  (the  "Company")  and dated  November  27,  1996 (the
         "Warrant") and to purchase thereunder shares of the Common Stock of the
         Company  (the  "Shares") at a purchase  price of  _____________________
         (______)    per   share   or   an   aggregate    purchase    price   of
         __________________________________ Dollars ($__________) (the "Purchase
         Price").

o        The  undersigned  hereby  elects to  surrender  _______________________
         percent (____%) of the value of the Warrant  pursuant to the provisions
         of Section  1.2 of the  Warrant in  payment of the  purchase  price for
         ___________________ shares of Common Stock of the Company upon exercise
         of the Warrant.

         Pursuant to the terms of the Warrant the  undersigned has delivered the
Purchase Price  herewith in full in cash or by certified  check or wire transfer
or on a net  issuance  basis as  described  in  Section  1 of the  Warrant.  The
undersigned also makes the  representations  set forth on the attached Exhibit B
of the Warrant.

                                                     Very truly yours,


                                                     ---------------------------


                                                     By
                                                       -------------------------

                                                     Title
                                                           ---------------------