EXH10-33

                             NOTE PURCHASE AGREEMENT

         THIS AGREEMENT made as of this 15th day of March,  1996 between Hedayat
Amin-Arsala  ("the  Purchaser")  and FIBERCORE,  INC.  ("the  Company") a Nevada
Corporation.

         WHEREAS  the  Purchaser  and the  Company  executed a Term Sheet  dated
February  23,  1996  for  the  purchase  and  sale  of  the  Company's  $200,000
convertible 8.5% note ( the "Note"); and

         WHEREAS  pursuant to the Term Sheet the  Purchaser  and the Company are
required to document such purchase and sale,

         NOW, THEREFOR in consideration of the premises and the 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  by the  Company  to the  Purchaser,  the
Purchaser  will pay to the Company  the sum of $200,000 ( which  amount has been
previously paid).

1.3 In addition to the foregoing, the Company shall deliver to Purchaser 146,850
warrants (the  "Warrant"),  granting the Purchaser the right to purchase 146,850
common shares of the Company for a purchase price of $1.63 per share exercisable
in whole or in part at any time within a 2 year period.

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 deliver the Warrants  referred to in
clause 1.3.

3.       Delivery of Warrants

3.1 Upon payment of the purchase  price for the Note,  the Company shall deliver
to the Purchaser 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 Warrants  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,
exemptions  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,  decrease,  governmental  orders,  statutes,
rules, or regulation by which the Company or its properties are bound.

5.       Purchaser Representations

5.1      In connection with this  subscription,  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 it 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 foreign 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, or
that obtained.  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 therefor.

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 there to 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:  Hedayat
Amin-Arsala 3723 Morrison Street, N.W.  Washington,  DC 20015 and to the Company
at: 174 Charlton Road P.O Box 206 Sturbridge, MA 01566

10.2     Governing Law. This Agreement shall be construed in accordance with the
governed by 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 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.


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

                                         HEDAYAT AMIN-ARSALA

                                         By: __________________________

                                         Title:________________________


                                         FIBERCORE, INC.

                                         By: __________________________

                                         Title:  Chairman/CEO


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                                    EXHIBIT A

                                   CONVERTIBLE
                                 PROMISSORY NOTE


$200,000                                                          Sturbridge, MA
                                                                  March 15, 1996

         FOR VALUE RECEIVED,  FiberCore,  Inc., a Nevada corporation  ("Payor"),
hereby  unconditionally  promises  to pay to the  order of  Hedayat  Amin-Arsala
("Payee"),  at his address at 3723 Morrison Streets N.W.,  Washington,  DC 20015
the  principal  sum of Two  Hundred  Thousand  Dollars  ($200,000)  as  follows:
Interest  shall  accrue  and be  paid on the  unpaid  principal  amount  of this
Promissory  Note at the rate of 8.5% per annum.  Accrued  interest shall be paid
monthly, with the first payment due on April 30, 1996. Principal and any accrued
interest  shall be due and payable on April 1, 1997. All  outstanding  principal
and accrued  interest on this Promissory  Note is convertible,  at the option of
the holder, at any time into fully paid and nonassessable  shares of the Payor's
Common Stock at the conversion rate ( the "Conversion  Rate") of $1.36 per share
for the one year period from the date  hereof.  Any  partial  conversion  of the
Promissory  Note shall be deemed a conversion  of the principal sum hereof until
the entire  principal amount is converted.  Thereafter,  any conversion shall be
accrued  interest.  If the Payor 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
Promissory  Note  before  said  date.  In the event the  Common  Stock is split,
subdivided  or  combined,  the  Conversion  Rate  thereafter  in effect shall be
approximately  adjusted  by the Payor 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  Promissory  Note
immediately prior thereto.  In the event the Common Stock is reclassified or the
Payor  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 Payor shall be entitled after such event to convert this
Promissory  Note into the kind and type of securities it would have received had
the holder converted the Promissory Note immediately prior to such event.

         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
default in any payment of interest or principal  when due or 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.


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         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:____________________________

                                                 Title:  Chairman