EXHIBIT 10.59

                       NOTE PURCHASE AND WARRANT AGREEMENT

         THIS  AGREEMENT  made as of this 17th day of  September,  1997  between
Income Partners LP (the "Purchaser") and FIBERCORE, INC. and its affiliates (the
"Company") a Nevada Corporation.

         WHEREAS,  the Company is desirous of obtaining  working capital through
the short-term financing of certain of its assets,

         WHEREAS,  the Company is willing to issue certain  short-term,  secured
promissory notes (the "Notes") with warrants to several purchasers,  in order to
obtain such working capital, and

         WHEREAS,  each such purchaser who acquires the Notes will be subject to
the same Note Purchase and Warrant Agreement.

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:

         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 commit to pay to the Company up to Fifty  Thousand  ($50,000)
dollars, in not more than four (4) equal monthly installments of Twelve-Thousand
Five Hundred  ($12,500)  dollars,  with the first installment due and payable on
the date hereof.  The amount of Purchaser's  outstanding  commitment  under this
Agreement,  at any  time,  will be  Purchaser's  pro-rata  participation  in the
aggregate amount of all Notes sold under the same terms and conditions, less the
sum of (a) Purchaser's  pro-rata  participation in the aggregate amount of funds
received under Section 1 (a) and (b) for all Notes and (b) Purchaser's  pro-rata
participation in the aggregate amount funded.

         1.3. The Company  grants the  Purchaser  warrants  (the  "Warrant")  to
purchase  common stock of the Company for a purchase  price of $.6875 per share,
(the closing price of the Company's  common as of the date hereof),  exercisable
in whole or in part at any time.  Each Warrant  which  expires on September  30,
2002 shall  entitle the  Purchaser  to acquire one (1) share of common stock and
shall be in form and substance as Exhibit B attached hereto. The Purchaser shall
receive that number of Warrants equal to 10% of the commitment  amount plus that
number of Warrants equal to 60% of the amount funded.




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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 Section 1.3.

3.       Delivery of Warrants
         --------------------

         3.1. The execution of this Agreement shall  constitute the registration
of Warrants in the Purchaser's name.

4.       Representations and Warranties of the Company
         ---------------------------------------------

         4.1.     The Company hereby represents and warrants to the Purchaser as
                  follows:

         (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,  except such acts as may be required
                  to  effectuate  the  provisions  of  this  Note,  Warrant  and
                  Agreement,  which actions are  authorized in Section 6.7. This
                  Agreement  has been duly executed and delivered by the Company
                  and constitutes a legal, valid and binding  obligations 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 part 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.




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         (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 Certificate of  Incorporation  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 subsection,  the Purchaser hereby makes the
following acknowledgments 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;

         (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 Purchase
                  acknowledges  and  understands  (i)  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 or (ii) that exemptions from such  registration  may
                  not be available.  The Purchaser further  understands that the
                  Company may, as a condition to the transfer of any part 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  by  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.




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         (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  any  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
                  constitutes,  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  evaluating  the
                  merits and risk 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  the
                  Agreement.

         (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
operations  and 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

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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 affair and
finances with its officers,  all upon reasonable notice to the Company,  at such
reasonable times and as often as may be reasonable 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.

         6.5.  Distributions  and  Payments.  The Company  shall not (i) pay any
dividend or make any other  distribution  to its equity holders or (ii) make any
principal or interest  payments on any loans that are  subordinate  to this Note
unless and until the full principal  amount of, and interest on, this Note shall
have been paid in full.

         6.6 Indemnification.  The Company shall indemnify the Payee and hold it
harmless  from and  against  any  liabilities,  obligations,  losses,  costs and
expenses (including without limitation attorneys' fees and expenses) arising out
of or  incurred in  connection  with (i) the breach by the Company of any of the
representations  contained  in  Section  4,  and (ii)  the  enforcement  of this
indemnity.

         6.7.  Company  Action.  The Company  shall  authorize  and empower such
officers  as may be  necessary  to enter  into,  execute and deliver any and all
documents and certificates, and to make all filings necessary to effectuate this
Agreement , the Note, and the Warrant.

         6.8. Statement of Anticipated Funds Usage. The Company shall deliver to
the Purchaser, ten (10) days prior to a scheduled monthly funding installment, a
reasonably detailed statement showing the uses for such funding.

         6.9 Inter-Creditor  Dealings. The Company shall treat the Purchaser, in
all respects,  in a manner consistent with that of other  purchasers,  including
but limited to the fact that all  payments  and  distributions  shall be made to
each purchaser in accordance with their pro-rata participation.

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.




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8.       Survival of Representation, Warranties and Agreements
         -----------------------------------------------------

         Notwithstanding any investigation made by any party to this Agreements,
all covenants,  agreements  representations,  and warranties made by the Company
and the  Purchaser  herein shall 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

         Notices.  All notices or other  communications  given or made hereunder
shall be in writing and shall be delivered:

to the Purchaser at:

         Income Partners LP
         96 The Intervale
         Roslyn, NY  11576

and to the Company:

         253 Worcester Road
         P. O. Box 180
         Charlton, MA 01507

         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.




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         10.5.  Heading.  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.

         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.

                                   FIBERCORE, INC.

BY:  /s/  Steven Phillips          BY:  /s/  Michael J. Beecher
   ------------------------             ----------------------------------------
                                   TITLE:    Chief Financial Officer and
                                             -----------------------------------
                                             Treasurer
                                             -----------------------------------




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                     The Note Purchase and Warrant Agreement

                                    Exhibit A

                             SECURED PROMISSORY NOTE

$50,000.00                                           Charlton, MA
Due September 30, 1998                               Dated:   September 17, 1997


FOR VALUE  RECEIVED,  FiberCore,  Inc., a Nevada  corporation and its affiliates
"Payer"  or the  "Company"),  hereby  promises  to pay to the  order  of  Income
Partners LP ("Payee") 96 The Intervale,  Roslyn,  New York 11576,  the principal
sum of Fifty Thousand ($50,000.00), or such lesser amount if the amount advanced
under  this  Note is less  than the  principal  sum,  together  with any  unpaid
interest  thereon.  Said  principal  and  interest  shall be payable as provided
herein.

1.       Payment of Principal and Interest
         ---------------------------------

         All or any part of the  principal  amount  of this Note  together  with
accrued and unpaid interest, if any, shall be payable on the earlier of:

         The receipt of proceeds, as and when received from the sale, financing,
liquidation or any other disposal of any part or all of the inventory  listed in
Schedule 1, annexed hereto, or

         The receipt of proceeds from any new funding arrangement/venture (which
includes,  by way of example and not  limitation,  stock and debt  issuance's in
respect of investments in the Company, and collection of fees for services), or

         (c)      September 30, 1998

2.       Interest
         --------

         This Note  shall  bear  interest  at the  initial  rate of 9.5% for the
period September 17, 997 to September 30, 1997. Thereafter,  the Note shall bear
interest  for each  3-month  period  beginning  October  1,  1997,  at 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 (April 1, July 1, October 1, and January 1) during the term hereof.

         In the event the Payer fails to make a quarterly  interest payment when
due,  the Payer agrees to pay an  additional  amount equal to 1/2 of 1% (.5%) on
the then  outstanding  principal  as a late  payment  fee. The failure to make a
quarterly interest payment shall not constitute an Event




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of Default, as defined below.

3.       Prepayments
         -----------

         The  principal  amount of this Note may be prepaid in whole at any time
or in part from time to time, with accrued  interest on the amount repaid to the
date of repayment, in each case without penalty or premium.

4.       Conversion
         ----------

         The outstanding principal amount of this Note including any accrued and
unpaid interest is convertible, at the option of the Payee, at any time prior to
repayment into common shares of the Company at the rate of $0.6875 per share.

5.       Security
         --------

         To secure all payments of the Company to the Payee,  the Company hereby
grants and conveys to the Payee a first perfected  security  interest in (a) all
the inventory, work-in-process,  returned goods and goods in transit and (b) all
accounts receivable.

6.       Events of Default
         -----------------

         Upon the occurrence of any of the following:

         (a)      The  Company  shall  fail  to pay any of the  principal  of or
                  interest on this Note when due; or

         (b)      The  Company  shall  fail  to  perform  any  other   covenant,
                  agreement  or promise  whether  contained  in this Note or the
                  Agreement which is incorporated by reference herein; or

         (c)      The  filing  by  or  against  the  Company  of a  petition  in
                  bankruptcy, reorganization,  insolvency, arrangement, or other
                  similar proceeding; or

         (d)      The  Company  shall  sell all or any  substantial  part of its
                  assets,  shall  merge or  consolidate  with or into any  other
                  entity,  or  more  than  25% of the  equity  ownership  of the
                  Company  shall  be  sold  to  an   unaffiliated   third  party
                  purchaser; or

         (e)      Mohd Aslami  and/or  Charles De Luca shall cease to  directors
                  and/or  officers  of the  Company  and/or the number of common
                  shares   held  or   beneficially   owned   by  each  of  them,
                  respectively,  decreases  by more than  25%;  then , in any of
                  those events (each such event being hereinafter referred to as
                  an "Event  of  Default"),  this  Note,  although  not yet due,
                  shall,  upon written notice of acceleration  from the Payee of
                  this Note to the Company (or automatically in the



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                  case of an Event  of  Default  described  in  subsection  (c))
                  become and immediately be due and payable both as to principal
                  and accrued and unpaid interest, without presentment,  demand,
                  protest  or  notice  of any  kind,  all of which is  expressly
                  waived, as set forth in Section 8.

7.       Obligations Unconditional
         -------------------------

         The  obligations  to make the  payments  provided  for in this Note are
absolute  and   unconditional   and  not  subject  to  any   defense,   set-off,
counterclaim, rescission, recoupment, or adjustment whatever, whether or not the
holder of this Note is a holder in due course. No forbearance, indulgence, delay
or failure by the Payee to  exercise  any right or remedy  with  respect to this
Note, nor any course of dealing between the Company and Payee,  shall operate as
a waiver, nor as an acquiescence in any default, nor shall any single or partial
exercise of any right or remedy preclude any other or further  exercise  thereof
or the  exercise of any other right or remedy.  This Note may not be modified or
discharged  orally,  but only in writing  duly  executed  by the Company and the
Payee.

8.       Waiver
         ------

         The Company hereby expressly waives any presentment, demand, protest or
notice of any kind now or  hereafter  required  by law in  connection  with this
Note.

9.       Governing Law
         -------------

         This Note shall be governed by and  construed  in  accordance  with the
laws of the  Commonwealth of  Massachusetts,  without regard to conflicts of law
rules and principles.

         TO INDUCE HOLDER TO ENTER INTO THE COMMERCIAL  TRANSACTION EVIDENCED BY
THIS NOTE AND THE SAID  AGREEMENT,  EACH MAKER,  ENDORSER AND  GUARANTOR  HEREOF
AGREES THAT THIS  TRANSACTION IS COMMERCIAL AND NOT A CONSUMER  TRANSACTION AND,
TO THE EXTENT ALLOWED BY LAW, WAIVES ANY RIGHT TO NOTICE OF HEARING ON THE RIGHT
OF THE HOLDER UNDER ANY STATUTE OR STATUTES AFFECTING  PREJUDGEMENT REMEDIES AND
AUTHORIZES  HOLDER'S  ATTORNEY TO ISSUE A WRIT FOR  PREJUDGEMENT  REMEDY WITHOUT
COURT ORDER, PROVIDED THE COMPLAINT SHALL SET FORTH A COPY OF THE WAIVER.




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         IN WITNESS  WHEREOF,  the  undersigned  has caused this Note to be duly
executed and delivered as of the date set forth above.

FiberCore, Inc.

By: /s/ Michael J. Beecher
    --------------------------------------
     Michael J. Beecher
     Chief Financial Officer and Treasurer




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