EXHIBIT 10.57

                      DATED THIS 17th DAY OF NOVEMBER 1997

                                     BETWEEN

                    PNB EQUITY RESOURCE CORPORATION SDN. BHD.

                              (COMPANY NO 197031-X)

                                       AND

                            FEDERAL POWER SDN., BHD.

                              (COMPANY NO. 17892-V)

                                       AND

                                 FIBERCORE INC.

                        *********************************
                             JOINT VENTURE AGREEMENT

                        *********************************


                           ABDULLAH, ABD. RAHMAN & CO.

                            (ADVOCATES & SOLICITORS)

                          17th Floor, Wisma Lee Rubber
                                  Jalan Melaka
                               50100 Kuala Lumpur

                          (REF: AM/DL/SM/MISC/1703/97)


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                            JOINT VENTURE AGREEMENT
                            -----------------------

         THIS  JOINT  VENTURE   AGREEMENT   (hereinafter   referred  to  as  the
"Agreement")  is made and entered into this 17th day of  November,  1997 Between
PNB EQUITY  RESOURCE  CORPORATION  SDN.  BHD.  (COMPANY  NO  197031-X) a company
incorporated  in Malaysia and having its registered  office at 4th Floor,  Balai
PNB, 201-A, Jalan Tun Razak, 50400 Kuala Lumpur,  Malaysia (hereinafter referred
to as "PERC") And FEDERAL  POWER SDN.  BHD.  (COMPANY  NO.  17892-V),  a company
incorporated in Malaysia and having its registered  office at Lot 8, Jalan Ragum
15/17,  P.O.  Box  7016,  40702  Shah  Alam,  Selangor  Darul  Ehsan,   Malaysia
(hereinafter  referred  to as  "FP"),  jointly  forming a  Malaysian  Consortium
(hereinafter  referred  to as "MC") And  FIBERCORE  INC.,  a Nevada  corporation
incorporated  under the laws of the United States of America with offices at 253
Worcester Road,  P.O. Box 180,  Charlton,  Massachusetts  01507 United States of
Amenca (hereinafter referred to as "FCI").

         WHEREAS, MC is interested in establishing a manufacturing  facility for
optical  fiber  preforms  and  optical  fiber  (hereinafter  referred  to as the
"Products") in Malaysia; and

         WHEREAS, FCI owns certain United States and other patents and possesses
extensive  experience  and  know-how  covering the  manufacture  of Products and
currently operates a production facility for the Products in Jena, Germany; and

         WHEREAS,  MC and  FCI  desire  to  establish  a joint  venture  company
(hereinafter  referred  to as "FCM") to set up, own and  operate a  facility  to
manufacture the Products in Malaysia;

NOW IT IS HEREBY AGREED as follows:

          1.      Definitions
                  -----------

                  In this Agreement unless the contrary intention appears

          1.1     "Party " refers to any one of PERC, FP or FCI.

          1.2     "Parties" refer to PERC, FP and FCI collectively.

          1.3     "Completion  Date"  shall  mean the date on which the  parties
                  executed this Agreement.

          1.4     "Product" refers to optical fiber and preforms.

          1.5     "Board"  or  "Board  of  Directors"  shall  mean the  Board of
                  Directors of FCM.

          1.6     "Ringgit  Malaysian  and the symbol  "RM" refers to the lawful
                  currency of Malaysia.



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          1.7     US Dollar" and the symbol "US$" refers to the lawful  currency
                  of the United States of Amenca.

          1.8     The singular includes the plural and vice versa.

          1.9     The masculine gender includes the feminine and neuter genders.

          2.0     Words denoting person includes corporations and vice versa.

          2.      Formation of Company
                  --------------------

          2.1     MC and  FCI  shall  cause  a  company  to be  incorporated  in
                  accordance with the laws of Malaysia, under the name FIBERCORE
                  (M) SDN. BHD. (hereinafter called "FCM").

          2.2     Upon the execution of this  Agreement and subject to the terms
                  and conditions hereinafter contained, the parties hereto shall
                  cause FCM and FCM shall inter alia carry out the joint venture
                  contemplated  herein to carry on the business of manufacturing
                  distributing marketing exporting and sale of the FCM Products.

          2.3     The parties hereto hereby agree that FCM shall be operated and
                  managed  in  accordance  to the  Memorandum  and  Articles  of
                  Association  of FCM  and in  accordance  with  the  terms  and
                  conditions herein contained.

          2.4     In the event of any  conflict  between the  provisions  of the
                  Memorandum and Articles of Association of FCM and that of this
                  Agreement, the provisions of this Agreement shall prevail.

          2.5     The  parties  hereto  hereby  covenant  to do all  acts and to
                  execute all documents and all that is necessary, through their
                  nominees  on the  Board  of  Directors  of  FCM or  otherwise,
                  including but not limited to the  amendment of the  Memorandum
                  and Articles of Association of FCM to ensure  consistency with
                  the terms of this Agreement,  to give effect to the provisions
                  of this Agreement.

          2.6     The main objective of FCM shall inter alia be:

                    (a)    To  manufacture,  distribute,  market  and  sell  the
                           products in Malaysia.

                    (b)    To export  and sell the  products  worldwide  through
                           such sales and  distribution  networks that have been
                           established by FCI in various countries  worldwide or
                           that may be established by FCM in the future.

                    (c)    To conduct  research and develop  projects related or
                           connected to the optical fiber and communication.




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                    (d)    To  do  any   other   business   incidental   thereto
                           (hereinafter called the business").

         2.7      Notwithstanding  anything contained herein, the objects clause
                  of the  Memorandum  and Articles of  Association  of FCM shall
                  stipulate   every  possible  kind  of  business  that  may  be
                  undertaken by FCM

         2.8      The parties  hereto  hereby agree and covenant with each other
                  that, unless otherwise stated in this Agreement, they will not
                  do any acts or take any action(s) which will be detrimental to
                  FCM contemplated herein.

         2.9      FCM shall be in the business of  manufacturing  and  marketing
                  optical  fiber  preforms  and  optical  fiber  and  performing
                  directly related functions  including,  for example,  research
                  and development projects.

         2.10     The costs of  preparing  incorporation  documents  and related
                  contracts and this Agreement shall be advanced by the Parties,
                  subject to reimbursement by FCM.

         3.       Capitalization
                  --------------

         3.1      FCM's initial share  capital shall be Ringgit  Malaysia  Fifty
                  Two Million  Thirty Seven Thousand Four Hundred and Eighty Six
                  (RM52,037,486)  divided into  ordinary  shares and  preference
                  shares as provided in Section 3.2 below.

         3.2      The  capital  of  FCM  shall  be  apportioned,  initially,  as
                  follows:

                  PERC:  1,863,809  ordinary  shares  and  4,207,231  preference
                  shares  for which it will pay  Ringgit  Malaysia  Six  Million
                  Seventy One Thousand and Forty (RM6,071,040).

                  FP: 5,964,190 ordinary shares and 13,463,138 preference shares
                  for which it will pay Ringgit  Malaysia  Nineteen Million Four
                  Hundred  Twenty Seven  Thousand Three Hundred and Twenty Eight
                  (RM19,427,328).

                  FCI:  8,147,509  ordinary  shares  and  18,391,609  preference
                  shares issued in exchange for technology as defined in Section
                  3.4 below,  valued at Ringgit Malaysia Twenty Six Million Five
                  Hundred   Thirty  Nine   Thousand  One  Hundred  and  Eighteen
                  (RM26,539,118).

         3.3      At the  Completion  Date,  PERC  and  FP  shall  purchase  the
                  ordinary  and  preference  shares  by  depositing  a total  of
                  Ringgit Malaysia Twenty Five Million Four Hundred Ninety Eight
                  Thousand Three Hundred and Sixty Eight (RM25,498,368) in FCM's
                  Malaysian bank account.




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         3.4      At the  Completion  Date, FCI shall be issued the ordinary and
                  preference  shares  in  Section  3.2 above in  exchange  for a
                  non-exclusive,   royalty-free   license  for  the   technology
                  provided by FCI to FCM in accordance with a License  Agreement
                  as in Exhibit "D" under which FCI shall provide its technology
                  to FCM.

         3.5      During the first twelve (12) months after the Completion Date,
                  FCI  shall  have  the  right  to  subscribe  up  to  2,662,585
                  additional ordinary shares and 6,010,329 additional preference
                  shares for Ringgit  Malaysia Eight Million Six Hundred Seventy
                  Two Thousand Nine Hundred and Fourteen (RM8,672,914).

         3.6      The ordinary shares shall be voting, shares.

         3.7      The preference  shares shall be non-voting shares and shall be
                  converted into ordinary  shares on a one preference  share for
                  one ordinary  share basis in accordance  with the schedule and
                  achievement  of certain  bench  marks as in Exhibit  "C".  The
                  conversion  of  each  parties   preference   shares  shall  be
                  concurrent   with  the   conversion  of  the  other   Parties'
                  preference  shares in the same ratio as each Parties'  initial
                  ordinary  share  ownership  so  as  to  maintain  the  initial
                  ownership percentage and ratio.

         3.8      In the event that the preference shares are not converted into
                  ordinary  shares in accordance with the schedule as in Exhibit
                  "C",  the  preference  shares  held by PERC  and FP  shall  be
                  entitled   to  a   preference   dividend   of   nine   percent
                  (9(degree)/O)  on Purchase Price of preference  shares (RM1.00
                  per  share)  for each year  after  Year 1" (as  defined in the
                  Support  Contract  Exhibit "A") for as long as the  preference
                  shares remain not converted.

         3.9      The share  capital of PERC and FP is subject to the Put Option
                  Agreement attached hereto as Exhibit `'F".

         4.       Condition Precedent
                  -------------------

         4.1      Notwithstanding  anything contained herein to the contrary the
                  joint-venture  contemplated  herein shall be conditional  upon
                  the attainment of the written approvals of:

                  (a)      The  Ministry  of  International   Trade  &  Industry
                           (hereinafter  called "MITI") by FCM in respect of the
                           joint-venture  contemplated  herein  subject  to  the
                           terms and conditions  contained  herein or such other
                           terms and conditions as may be reasonably  acceptable
                           to the parties hereto.

                  (b)      Such other governmental  approval as may be necessary
                           from  any   competent   authority   in   Malaysia  in
                           connection with the joint venture contemplated herein
                           and FCI, PERC and FP participation in the equity




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         4.2      FCI shall take all reasonable steps to submit the applications
                  for the approvals as soon as  practicable  after the execution
                  of this  Agreement.  PERC and FP undertake that they will take
                  all  necessary  steps to assist FCI in procuring the approvals
                  for FCM. FCM shall  reimburse  ail parties for all  reasonable
                  costs and expenses incurred in relation to the approvals.

         4.3      Upon the receipt by the parties hereto of the approvals,  this
                  Agreement shall be  unconditional  (the date of which shall be
                  referred to as the Effective  Date").  Provided always that if
                  the approvals or any one thereof  shall be granted  subject to
                  conditions  attached to the approvals or any one thereof shall
                  be  reasonably  acceptable  to the  party  adversely  affected
                  thereby.

         4.4      In the event that the  approvals or any one thereof  shall not
                  be  obtained  within  one  (1)  year  from  the  date  of this
                  Agreement or such extended  period as may be agreed in writing
                  by the parties  hereto,  any party hereto shall be entitled to
                  terminate  this  Agreement  by notice in  writing to the other
                  parties hereto and this  Agreement  shall  thereafter  have no
                  further force and effect and no parties  hereto shall have any
                  claims against the other Parties in respect of this Agreement.

         5.       Management
                  ----------

         5.1      The registered  office of FCM (Company No.  435423-P) shall be
                  at c/o Ontime  Management  Services,  Suite  4.02,  4th Floor,
                  Wisma  Yap Ka, No 480,  3rd  Mile,  Jalan  Ipoh,  52100  Kuala
                  Lumpur,  Malaysia  or as the  Board  of  Directors  of FCM may
                  choose from time to time.

         5.2      The Board of  Directors  of FCM shall be comprised of not more
                  than  five  (5)  Directors.  The  Board  shall  have  ultimate
                  responsibility  for the  management  and  operation of FCM and
                  shall act in accordance  with the terms and  conditions of the
                  Articles of Association

         5.3      MC shall have the right to  appoint  two (2)  Directors,  each
                  Director to be appointed  from PERC and FP. FCI shall have the
                  right to  appoint  three (3)  Directors.  The right to appoint
                  such Directors  shall include the right to remove any director
                  so appointed and appoint other Director(s).

         5.4      The travel expenses of Directors  traveling on the business of
                  FCM shall be paid by FCM , but the Directors  shall receive no
                  remuneration for their services,  except as may be approved by
                  the Board of Directors of FCM in  accordance  with the laws of
                  Malaysia.

         5.5      Three (3) Directors, of whom at least one shall be from MC and
                  two from FCI,  shall  constitute a quorum for Board  meetings.
                  Board  meetings  shall  be held  quarterly,  unless  otherwise
                  decided by the Board.




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         5.6      The Board of  Directors  shall  appoint a  Chairman  who shall
                  serve in a  non-executive  capacity,  at the discretion of the
                  Board.

         5.7      At the  Completion  Date,  the Board  shall cause FCM to enter
                  into a Support  Contract  with FCI as in  Exhibit  "A",  which
                  provides,  among others  things,  for the  management  of FCM.
                  Pursuant  to the  Support  Contract,  FCI shall  have the sole
                  responsibility  for  the  management  of FCM  for  the  period
                  specified in the Support Contract. To implement the management
                  policy and initiatives  contained in the management portion of
                  the  Support  Contract,  the  Board  shall  appoint  the Chief
                  Executive Officer.

         5.8      MC may propose to FCI a list of qualified  candidates  for the
                  position of Chief  Financial  Officer or any  executives to be
                  employed by FCM.

         5.9      MC shall  have the right to inspect  the books and  records of
                  FCM.

         5.10     All funds received by FCM shall be deposited in FCM's Malaysia
                  bank  account.  FCM's  Board of  Directors  shall  appoint the
                  authorized  signatories  to the account.  The  signatories  to
                  cheque shall be in the manner as set out below:

                  (a)      For  amounts  up  to  Ringgit  Malaysia  One  Million
                           (RM1,000,000)  two (2) signatories  namely either the
                           Chief  Executive   Officer  or  the  Chief  Financial
                           Officer and other  officer to be  appointed  by FCM's
                           Board of Directors

                  (b)      For amounts  exceeding  Ringgit  Malaysia One Million
                           (RM1,000,000)  two  (2)  signatories  namely  one (1)
                           Director   representing   FCI  and  another  Director
                           representing either PERC or FP

         6.       Financial Requirements
                  ----------------------

         6.1      As provided in Exhibit "A" the sum of US Dollars Three Million
                  Eight Hundred Thousand (US$3,800,000) shall be paid to FCI for
                  design services and contract  management.  The details of such
                  services shall be as in the Support  Contract.  Of that sum US
                  Dollars Five Hundred and Twenty Thousand (US$520,000) shall be
                  paid to FCI by FCM,  in  cash,  within  ten  (10)  days of the
                  Completion  Date. The balance shall be paid in accordance with
                  the Support Contract.

         6.2      As  provided  in  Exhibit   "B",   the   projected   financial
                  requirements  and project budget of FCM shall be based on data
                  available at the time the  projections  were  prepared.  It is
                  recognized  that  revisions  will be required as more detailed
                  specifications are developed and as costs change with time




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         6.3      As shown in  Exhibit  "B" the  Project  Budget  shall  include
                  estimates  of  the  cost  of  machinery  and  equipment  to be
                  installed in FCM's facility. Within thirty (30) days after the
                  completion  date,  these estimates shall be revised by FCI and
                  presented to FCM's Board of Directors for approval.

         6.4      As  provided  in Exhibit  "B" there  shall be a firm bank loan
                  commitment,   in  the  amount  of  US  Dollars  Forty  Million
                  (US$40,000,000) or equivalent in Ringgit Malaysia representing
                  a portion of the project financing.

         7.       Warranties, Representations and Undertakings
                  --------------------------------------------

         7.1      PERC and FP  represent  and  warrant  that  they are  entities
                  legally  constituted  under the laws of Malaysia and that they
                  and their  representatives,  individually,  are  authorized to
                  take the actions specified in this Agreement.

         7.2      FCI  represents  and  warrants  that  it  is a  duly  existing
                  corporation  formed  and in good  standing  under  the laws of
                  Nevada and that it and its representatives,  individually, are
                  authorized to take the actions specified in this Agreement.

         7.3      Each Party  undertakes  to advise the other  Parties  and take
                  appropriate   remedial   action   in  the   event   that   any
                  representation  or warranty by such Party contained in Section
                  7.1 and 7.2 become untrue during the term of this Agreement.

         7.4      Under no  circumstances  shall  PERC or FP take any  action or
                  cause FCM to take any action  that would  cause any Party,  or
                  any affiliated or associated person or company to be deemed in
                  violation of the United  States Export  Administration  Act or
                  those provisions of the Federal Income Tax Law or Regulations,
                  non-compliance  with which would  increase or  accelerate  the
                  U.S. tax  liability or that of any  affiliated  or  associated
                  person or company  with  respect to income  earned  under this
                  Agreement or pursuant to the transactions contemplated by this
                  Agreement.  FCI represents  and warrants that the  proprietary
                  information  referred  to in  Section  15.1  and  15.2 are the
                  original  works  of  authorship  of FCI and  that it owns  the
                  proprietary  information,  including all intellectual property
                  rights, free and clear of all liens, encumbrances,  and claims
                  or demands of third  parties;  and that it knows of no patent,
                  trade  secret  rights or  copyrights  of others which would be
                  infringed by acts contemplated by this Agreement.

         7.5      Each Party  undertakes and agrees that it shall not, and shall
                  not permit FCM directly or indirectly to, offer,  pay, promise
                  to pay or  authorize  the  payment or giving of any money,  or
                  anything of ,value (i) to any  official of any  government  of
                  any  instrumentality  thereof,  or (ii) to any  person,  while
                  knowing or having reason to know that all or a portion of such
                  money or thing of value will be offered,  given,  or promised,
                  directly or  indirectly,  to any official of any government or
                  any instrumentality thereof, for the purposes of:




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                  (a)      influencing  any act or decision of such  official in
                           his official capacity including a decision to fail to
                           perform his official functions or

                  (b)      inducing such official to use his influence  with any
                           government or any  instrumentality  thereof to affect
                           or influence  any act or decision of such  government
                           or  instrumentality,  in order to  obtain  or  retain
                           business  for or with,  or direct  business  to,  any
                           person.

         7.6      Under no circumstance may one Party sign any document, perform
                  any act,  or make any  commitment,  undertaking,  warranty  or
                  representation  on  behalf of the other  Parties  without  the
                  express  written  consent of such other Parties.  No Party may
                  sign any  document,  perform any act, or make any  commitment,
                  understanding,  warranty  or  representation  on behalf of FCM
                  without  the  express  prior  written  consent  of  the  other
                  Parties,  except as  provided  in the  Support  Contract  with
                  respect to FCI.

         7.7      Each Party  agrees to  indemnify  and hold  harmless the other
                  Parties and FCM from and against any loss, liability,  cost or
                  expense  any of them may  suffer  or incur as a result  of the
                  indemnifying Party's breach of any representation, warranty or
                  undertaking contained in this Agreement.

         8.       Mutual Covenants Regarding Business Opportunities and Dealings
                  with FCM

         8.1      No Party shall make any representation to the other Parties as
                  to the  likely  success or  profitability  of FCM and no Party
                  shall be responsible  to the other for any losses  suffered or
                  liabilities  incurred by FCM, except to the extent he or it is
                  liable therefor by virtue of holding its interest in FCM.

         8.2      Except as otherwise provided for in the Support Contract,  FCM
                  may contract,  upon terms which are commercially  competitive,
                  with any Party for the supply of goods and services  including
                  without limitation;

                  (a)      design, engineering and construction services;
                  (b)      construction equipment materials, supplies and tools;
                  (c)      housing and office space;
                  (d)      translation services; and
                  (e)      technical assistance and consulting.

         8.3      FCI shall retain the right to enter into  ventures  similar to
                  FCM in areas outside Malaysia. FCI shall give FCM the right of
                  first  offer to  participate  in any such new  ventures in the
                  ASEAN area, unless such participation inhibits the new venture
                  from being consummated.




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         9.       Exclusion 0f Partnership
                  ------------------------

         9.1      Nothing   contained  or  implied  in  this   Agreement   shall
                  constitute or be deemed to  constitute a  partnership  between
                  the parties  hereto and neither party shall have any authority
                  to bind or commit the other party.

         9.2      Except as specifically provided in this Agreement:

                  (a)      Nothing   herein   contained   shall  be   deemed  to
                           constitute  any  party the  legal  representative  or
                           agent of the other party(s) or any of them; and

                  (b)      No party  shall have any  authority  to act for or to
                           assume any obligation, responsibility or liability in
                           behalf of the other party(s) or any one of them FCM.

         10.      Dividends
                  ---------

         10.1     It is hereby agreed by the parties hereto that all net profits
                  of FCM (after setting aside a portion thereof as reserves) for
                  each and every  accounting year shall be distributed by way of
                  dividends to its shareholders  PROVIDED ALWAYS all current and
                  accumulated losses,  actual and contingent,  of FCM shall have
                  first been absorbed and taken into account AND PROVIDED ALWAYS
                  the amount of the  dividends  to be  declared  by FCM shall be
                  agreed by the parties  hereto in  writing.  The portion of net
                  profits to be set aside as reserves shall be determined by the
                  Board of Directors of FCM.

         10.2     Any sums which FCM shall be  required  to  withhold  under the
                  Malaysian  Tax  law  for the  account  of each of the  parties
                  hereto  in  connection  with the  dividends  payable  shall be
                  withheld and shall be paid by FCM on behalf the parties hereto
                  to the  appropriate  tax  authorities  of Malaysia.  FCM shall
                  furnish to the parties hereto the official tax receipts issued
                  by such  authorities  for such  taxes paid by FCM on behalf of
                  the parties hereto.

         11.      Shareholders Consent
                  --------------------

         11.1     The Board of Directors of FCM shall obtain the prior unanimous
                  approval of the Shareholders' in general meeting in respect of
                  the following matters:

                  (a)      Amendment   to  the   Memorandum   and   Articles  of
                           Association   of  FCM   including   the  increase  or
                           reduction of the  authorized and issued share capital
                           or the  variation  of any  rights  attaching  to such
                           shares;

                  (b)      Except as  provided  in Section  3.5 any new issue of
                           shares of FCM;




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                  (c)      The amalgamation,  merger or subject to Section 1 102
                           or Section 12, the winding-up of FCM;

                  (d)      Formation of any  subsidiary or investment in another
                           company  or any other form of  business  organization
                           where (i) the purposes of formation is other than for
                           purposes of marketing  and sourcing raw materials and
                           (ii) which  investment  exceeds more than ten percent
                           (10%)of the net tangible  asset value of FCM based on
                           the latest audited accounts of FCM;

                  (e)      FCM entering into partnership;

                  (f)      The  declaration  and  distribution  of  dividends of
                           fifty  percent  (50%) or more of the net  profits  of
                           FCM;

                  (g)      The (i) making of any agreement,  deed,  guarantee or
                           contract  whatsoever  not in the  ordinary  course of
                           business  of FCM which  values  in excess of  Ringgit
                           Malaysia   Five   Million   (RM5,000,000)   (ii)  the
                           borrowing   from  any  third  party   providing   any
                           guarantee or indemnity for a third party's obligation
                           not in the  ordinary  course of business of FCM which
                           values in excess of  Ringgit  Malaysia  Five  Million
                           (RM5,000,000)   or  (iii)   creation  of   mortgages,
                           charges,  pledges  or  other  securities  not  in the
                           ordinary  course of business  of FCM which  values in
                           excess   of    Ringgit    Malaysia    Five    Million
                           (RM5,000,000).  Without  limiting the  generality  of
                           ordinary   course   of   business",   the   aforesaid
                           transactions  shall exclude any  transaction  for the
                           sale and  purchase of stock in trade  (including  raw
                           materials, semi-finished products);

                  (h)      The  purchase,  sale,  transfer  or  disposal  of any
                           property or other assets:

                           (i)      during the  Construction  Stage with a value
                                    excess  of  Ringgit   Malaysia  Ten  Million
                                    (RM10,000,000)  only.  "Construction  stage"
                                    means the stage of the joint  venture  where
                                    the  factory of FCM for the  manufacture  of
                                    the FCM's Products is being constructed;

                           (ii)     during the Operation Stage,  with a value in
                                    excess  of  Ringgit  Malaysia  Five  Million
                                    (RM5,000,000) only.  "Operation Stage" means
                                    from the commencement of the business;

         11.2     Should  there  be a  deadlock  (as  defined  below)  as to the
                  passing of resolutions  requiring  unanimous approval pursuant
                  to Section 11.1,  any Proposing  Party (as defined  below) may
                  give  notice  to FCM and the board of  directors  of FCM shall
                  convene an  extraordinary  general  meeting ("EGM") to wind up
                  FCM, any  Proposing  Party may elect to purchase the shares of
                  all  the  other  parties  in  accordance  with  Section  11.6,
                  whereupon  the EGM to be convened  for winding up of FCM shall
                  lapse but without  prejudice to any  Proposing  Party giving a



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<PAGE>


                  further  notice.  In this Section,  the expression  "deadlock"
                  means any proposed  resolution  pursuant to Section 11.6 which
                  is  proposed  and/or  supported  by  shareholders  (singularly
                  "Proposing Party") holding in aggregate sixty percent (60%) or
                  more the total  issued and paid up share  capital in FCM,  but
                  which  resolution is opposed by the remaining  shareholders at
                  two (2) consecutive meetings of the shareholders.

         11.3     To the extent  permitted  by-law,  the  shareholders  may pass
                  resolutions   without  a  meeting  upon  written   consent  of
                  shareholders  representing 70% or more of the then outstanding
                  shares.

         11.4     At  all  general,   special  and/or  annual  meetings  of  the
                  shareholders, shareholders representing 60% of the outstanding
                  shares, in person or by proxy, shall constitute a quorum.

         11.5     If within one hour from the time  appointed  for the meeting a
                  quorum is not present, the meeting shall stand  adjourned to a
                  date which is seven (7) days from the date of such  meeting at
                  the same  time and  place.  If at the  adjourned  meeting  the
                  quorum is still lacking after one hour from the time appointed
                  for  holding the  adjourned  meeting,  the members  holding in
                  aggregate 60% of the shares in FCM in person or by proxy shall
                  constitute a quorums.

         11.6     The  purchase  of shares by the  proposing  Party  pursuant to
                  Section  11.2  shall  be  in  accordance  with  the  following
                  provisions:

                  (a)      The  Proposing  Party shall give notice in writing to
                           FCM of its desire to purchase the shares  stating the
                           sum which it fixes as the fair  value of the  shares.
                           The fair value so fixed by the Proposing  Party shall
                           be   determined   by  an   intentionally   recognized
                           investment  banking  firm  as to be  the  fair  value
                           thereof  as  between  a  willing  buyer and a willing
                           seller having taken into  consideration,  inter alia,
                           the  relative  interests of the  shareholders,  FCM's
                           earnings   potential,   goodwill,   book   value  and
                           contingencies at the relevant time.

                  (b)      The costs of the values  certification  shall be done
                           by  the   Proposing   Party   and  a  copy   of  such
                           certification  shall  be  given  to FCM.  The  notice
                           hereunder shall appoint FCM as the Proposing  Party's
                           agent  for  the  purchase  of  the  shares  specified
                           therein at the price so fixed.

                  (c)      The offer made by such notice  shall  remain open for
                           at least  thirty (30) days.  FCM upon  receipt of the
                           Proposing Party's notice as aforementioned in Section
                           11.6(a)  hereof shall  forthwith by notice in writing
                           inform  the other  shareholders  ("Offerees")  of the
                           Proposing Party's offer.




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<PAGE>


                  (d)      If all (and not part  only) of the  shares are agreed
                           to be sold  by the  offerors  within  the  period  of
                           thirty (30) days after such notice as  aforesaid  has
                           been  given and  notice of such  acceptance  has been
                           given to the Proposing  Party,  the Offerees shall be
                           bound upon the  purchase  price for all (and not part
                           only of the  shares  being  paid to it within  thirty
                           (30) days from the date of the last acceptance by the
                           Offerees,  to transfer  the shares  concerned  to the
                           Proposing  Party.  If the Proposing Party is required
                           to obtain  approval from the relevant  authorities to
                           purchase the said shares,  and provided that the time
                           for obtaining  all the  approvals  shall not be later
                           than  ninety  (90)  days  from  the  date of the last
                           acceptance  or such  extended  time as the  Proposing
                           Party or the Offerees may agree upon in writing,  the
                           time for payment of the  purchase  price and transfer
                           of the  shares  hereunder  shall be thirty  (30) days
                           from the date all approvals are obtained.

                  (e)      The parties hereto shall take all steps  necessary to
                           ensure that the  purchaser  of shares of FCM pursuant
                           to this Section 11.6 is promptly registered by FCM as
                           the holder of those shares.

         12.      Termination
                  -----------

         12.1     This  Agreement  shall take  effect upon  execution  and shall
                  continue in  full force and effect until FCM shall be wound up
                  or  otherwise  cease to exist as a separate  corporate  entity
                  unless terminated earlier pursuant to Clause 12.2 hereof.

         12.2     Notwithstanding  anything  contained  herein to the  contrary,
                  this Agreement may be terminated  forthwith by FCI, PERC or FP
                  by notice in writing to the other parties:

                  (a)      FCI, PERC or FP shall:

                  (i)      commit  any  breach  of its  obligations  under  this
                           Agreement  and shall  fail to make  good such  breach
                           within thirty (30) days of receipt of notice from the
                           other party requiring it to do so; or

                  (ii)     go into  liquidation(except  in the case of voluntary
                           liquidation  for the  purpose  of  reconstruction  or
                           amalgamation   upon  terms  previously   approved  in
                           writing by the other parties) or be declared bankrupt
                           or if receiver is  appointed  over any of its assets;
                           or

         (b)      If any order is made or a  effective  resolution  is passed or
                  analogous  proceeding  are  taken  for the  winding  up of FCM
                  except as provided in Section 11.2 and 11.6, above; or

         (c)      If  all  or  substantially  all  of  the  assets  of  FCM  are
                  expropriated  or Otherwise  placed under the direct control of
                  any  government or if FCM is unable to pay its



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<PAGE>


                  debts or make a  general  assignment  for the  benefit  of its
                  creditors or has a receiver or manager appointed over all or a
                  substantial part of its undertaking or assets; or

         (d)      If any relevant approvals of license with respect to the joint
                  venture, Business or FCM is not received.

         13.      Assistance by the Parties
                  -------------------------

         13.1     At the request of FCI or otherwise provided in this Agreement.
                  MC shall  provide  assistance  to FCM in  connection  with the
                  start-up  and  operation  of FCM,  subject to such  additional
                  terms  and  conditions  as the  Parties  may from time to time
                  agree. Such assistance may include but not be limited to:

                  (a)      locating land for the facility;

                  (b)      obtaining  necessary  licenses or permits required by
                           the Malaysian government;

                  (c)      participating  in management of FCM through the Board
                           of  Directors  and  other  means  as  defined  in the
                           Articles of Association;

                  (d)      recruiting local personnel;

                  (e)      providing  advice  to the  Board  and  the  executive
                           officer(s) as to how problems involving any Malaysian
                           government   official   or  agency   should  best  be
                           resolved; and

                  (f)      providing  advice  to the  Board  and  the  executive
                           officer(s) as to how problems involving any Malaysian
                           national or local resident should best be resolved.

         13.2     FCI shall provide ongoing  assistance to FCM under the Support
                  Contract as provided in Exhibit "A".

         14.      Responsibilities of FCM
                  -----------------------

         14.1     Immediately upon execution of this Agreement and the formation
                  of FCM the Board of Directors shall cause FCM to:

                  (a)      with FCI,  identify  and select a  suitable  site for
                           current and future needs and select a  contractor  to
                           construct a building to  specifications  developed by
                           FCI;




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<PAGE>


                  (b)      as  a  priority,  obtain  Multimedia  Super  Corridor
                           status approval.  Such status shall be obtained if at
                           all possible prior to construction of the facility;

                  (c)      develop, with FCI, a schedule for construction of the
                           facility and for  installation  and  commissioning of
                           all equipment recruit personnel as required; and

                  (d)      obtain  all  necessary   governmental   licenses  and
                           permits.

         14.2     At the direction of the Board and when appropriate,  FCM shall
                  use its best efforts to be publicly  listed on an  appropriate
                  stock exchange.

         14.3     To  assure   that  FCM  keeps  pace  with  state  of  the  art
                  technology,  FCM will fund ongoing research and development by
                  FCI at 3% for  year  two  (2)  and  year  three  (3) and at 5%
                  thereafter of its gross sales subject to the approval of FCM's
                  Board. FCI shall grant FCM a royalty-free license covering all
                  improvements  to the  technology  at FCM such as upgrading and
                  training,  documentation and new process methods,  new product
                  development such as multi-mode fiber, etc.

15.      Confidentiality
         ---------------

         15.1     FCI has developed,  in the course of its business, a number of
                  trade  secrets,   including  formulas,   methods,   processes,
                  techniques,  designs,  information,  knowledge,  know-how  and
                  trade practices in various forms,  including computer software
                  (hereinafter   referred  to  as  "Proprietary   Information").
                  Notwithstanding  anything to the  contrary  contained  in this
                  Agreement,  the Parties agree that FCI is and shall remain, at
                  all times, the sole owner of all Proprietary  Information that
                  the Proprietary  Information shall be made available to FCM by
                  way  of  the  License  Agreement,  and  that  the  Proprietary
                  Information  shall be  returned  to FCI as provided in Section
                  17. Neither MC nor FCM shall disclose Proprietary  Information
                  except  as  permitted  in  Section  15.2  below.   Proprietary
                  Information   shall  not  include  any  information  which  is
                  generally  available for public use,  unless such  information
                  has  become  available  to  the  public  due  to  unauthorized
                  disclosure of such information by a Party or FCM.

         15.2     If any  Proprietary  Information is (or has, prior to the date
                  of this Agreement, been) communicated by FCI or FCM to another
                  Party the following provisions shall apply:

                  (a)      the  receiving  Party  shall  take  every  reasonable
                           precaution  to  safeguard  and keep  secret  all such
                           Proprietary  Information  and shall  comply  with all
                           reasonable  and  specific  precautions  which  may be
                           requested by FCI or FCM as to its non-disclosure; and




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<PAGE>


                  (b)      the  receiving   Party  will   disclose   Proprietary
                           Information only to such of its employees who require
                           the  information in the  performance of their duties,
                           and  all  personnel  likely  to  receive  Proprietary
                           Information  shall  be  advised  of  its  secret  and
                           confidential  nature and of the  restrictions  on its
                           use and further disclosure.

         15.3     Section 15 shall survive the termination of this Agreement.

         16.      Transfers, Termination
                  ----------------------

         16.1     This  Agreement  shall  remain in full force and  effect  with
                  respect to each Party  until  such time as this  Agreement  is
                  terminated  pursuant to this Section or as otherwise  provided
                  herein or that Party ceases to have a stock ownership interest
                  in FCM or FCM is dissolved, whichever occurs first;

         16.2     No  Party  shall  sell,  pledge,  devise,  give  or  otherwise
                  transfer  any of its  shares to any third  party  without  the
                  prior written consent of the other Parties.  Any such transfer
                  or attempted transfer shall be null and void.

         16.3     Unless otherwise herein expressly provided, no Party which has
                  transferred   his  or  its  shares  in  accordance   with  the
                  provisions of this  Agreement  shall be bound by its terms and
                  conditions after the date of such transfer,  provided that the
                  Party to which such  shares  have been  transferred  agrees in
                  writing  with  the  other  Parties,   in  a  form   reasonably
                  acceptable to the other Parties,  that the transferee shall be
                  bound by the terms and conditions of this Agreement.

         16.4     If FCM  is  dissolved  or  liquidated  for  any  reason,  this
                  Agreement shall be terminated automatically at the end of such
                  liquidation  except for the  obligations  under any provisions
                  hereof which are expressed to survive this Agreement including
                  but not limited to the terms contained in Section 15.

         16.5     Any  disagreement  between  the  Parties  shall be resolved in
                  accordance with and pursuant to Section 21.

         16.6     In the event that FCI is acquired by another  party,  MC shall
                  have the right of the first offer to sell its shares in FCM.

         16.7     The  restriction  contained in this Section 16 shall not apply
                  to any transfer to (i) in the case of PERC and/or FP to FCI in
                  accordance  with the terms of the Put  Option  Agreement,  any
                  (ii) by PERC, to its related  corporations  within the meaning
                  of the  Malaysian  Companies  Act 1965 and it is hereby agreed
                  that PERC may in  addition  by  notice  to the  other  parties
                  transfer  the  whole of its  shareholding  to any  unit  trust
                  managed by PERC's holding company,  Permodalan Nasional Berhad
                  ("PNB") or managed by any of PNB's wholly owned subsidiaries.





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<PAGE>


         17.      Procedure Upon Termination
                  --------------------------

         17.1     In the event a Party fails to perform  any of its  obligations
                  under this Agreement subject to reasonable time to remedy such
                  default whether this Agreement is terminated or not, the other
                  Party shall be entitled to recover from the  defaulting  Party
                  reasonable attorney's fees on a solicitor and client basis and
                  necessary  disbursements  in addition  to any other  relief to
                  which it may be entitled.

         17.2     Upon  termination of this  Agreement,  the Parties shall cause
                  FCM to promptly  return to FCI all relevant  documents,  data,
                  drawings,  sketches and other information  disclosed to FCM by
                  FCI in accordance with this Agreement or Technical  Assistance
                  Agreement,  and further  cause FCM to stop its business  which
                  used  the  technical  assistance.  Upon  termination  of  this
                  Agreement,  all relevant documents,  data, drawings,  sketches
                  and other  information  generated at FCM shall be owned by and
                  promptly delivered to FCI.

         17.3     In the event that the Parties shall elect to dissolve FCM upon
                  the  termination  of this  Agreement,  then the Parties  shall
                  proceed as promptly as  practicable  to wind-up the affairs of
                  FCM and distribute  its assets.  A final  accounting  shall be
                  made by the  Parties  and  FCM's  auditors  shall  review  the
                  financial  accounting  and shall  render  their  opinion  with
                  respect thereto.

         17.4     In case at the time of termination of this  Agreement,  FCI is
                  required by governmental order or court to transfer its shares
                  to MC or in case that the Parties  agree that FCI's  shares be
                  transferred to MC, the price of the shares shall be determined
                  on  going  concern  basis  by an  independent  internationally
                  recognized  certified  public  accountant  acceptable  to  the
                  parties.

         18.      Force Majeure
                  -------------

         18.1     No Party shall be liable for the non-performance or for delays
                  in the  performance of this Agreement owing to compliance with
                  policies,  laws,  orders or  regulations  of  Malaysia  or the
                  United States of America or owing to acts of God, wars,  armed
                  conflicts, riots, embargoes,  sabotage, blockades,  epidemics,
                  hijackings,  kidnappings, other acts of terrorism, strikes and
                  other  labor  disturbances  or  any  other  cause  beyond  the
                  reasonable control of that Party

         19.      Fees and Costs: Taxes
                  ---------------------

         19.1     All costs  paid in  connection  with the  preparation  of this
                  Agreement  shall be borne by FCM.  If MC or FCI incur costs in
                  connection with the preparation of this Agreement,  they shall
                  be  reimbursed  by FCM.  Such  reimbursement  to MC shall  not
                  exceed  US$5,000.   Reimbursement  to  FCI  shall  not  exceed
                  US$10,000.




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<PAGE>


         19.2     Except as otherwise  expressly agreed in writing,  eactl Party
                  shall be solely  responsible  for payment of any Malaysian tax
                  it is obligated to pay by reason of its  participation in FCM.
                  Each Party may  authorize  FCM to make such  payments  for the
                  Party's account and FCM shall be required to provide the Party
                  with proper accounting for such payments.

         20.      Governing Law
                  -------------

         20.1     This   Agreement   shall  be  governed  by  and  construed  in
                  accordance  with  the  laws  of  Malaysia.   Nothing  in  this
                  Agreement shall be construed to require FCI to take or omit to
                  take any action if such act or  omission  is  contrary  to the
                  laws of Malaysia.

         21.      Dispute Resolution
                  ------------------

         21.1     The parties hereto shall first use their endeavors to resolve,
                  through mutual consultation between the parties hereto without
                  involving any third party or parties,  any disputes that might
                  arise   between  the  parties   hereto  in  relation  to  this
                  Agreement.  All disputes which may arise under,  out of, or in
                  connection  with or in  relation to this  agreement  and which
                  cannot  be  resolved   amicably  shall  be  submitted  to  the
                  arbitrator of Kuala Lumpur Regional  Arbitration  Center under
                  and in  accordance  with its  rules at the  date  hereof.  The
                  arbitration  shall be conducted in the English  Language.  The
                  parties hereto agree that service of any notices in the course
                  of  such  arbitration  at  its  addresses  as  given  in  this
                  Agreement  shall be valid and  sufficient,  the parties hereto
                  agreeing to submit to the jurisdiction of such arbitration and
                  to any award  thereunder.  This Agreement shall be governed by
                  and  construed  and  enforced in  accordance  with the laws of
                  Malaysia.

         22.      Notices
                  -------

         22.1     Any notices given hereunder shall be deemed to be sufficiently
                  given if in writing and delivered by postpaid  registered mail
                  or  international  air  courier  or  facsimile   addressed  as
                  follows:

                  (i)      in the case of PNB Equity Resource  Corporation  Sdn.
                           Bhd.:

                           Balai PNB
                           4th Floor
                           201-A, Jalan Tun Razak
                           50400 Kuala Lumpur, Malaysia

                           FAX:  03-261-0963,
                           Attention: Mior Abdul Rahman/Chief Operating Officer




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<PAGE>


                  (ii)     in the case of Federal Power. Sdn. Bhd.:

                           Lot 8, Jalan Ragum 15/17
                           P.O. Box 7016
                           40702 Shah Alam
                           Selangor Darul Ehsan, Malaysia

                           FAX: 03 559-8020
                           Attention: Misron Bin Yusof/Managing Director

                  (iii)    in the case of FIBERCORE, INC.

                           253 Worcester Road
                           P.O. Box 180
                           Charlton, Massachusetts 01507
                           United States of America

                           FAX:  (508) 248-5588
                           Attention:  Mohd A. Aslami/Chairman/CEO

                  or to such other  address or  facsimile  number or person as a
                  Party may hereafter designate.

         22.2     A notice shall be deemed to have been given and received:  (i)
                  when left at the  appropriate  address  if sent by  registered
                  mail or  international  air  courier;  or (ii)  when  actually
                  received or when  dispatched and safe receipt is  acknowledged
                  by the receiving facsimile machine, if sent by facsimile.

         23.      Effect of Headings
                  ------------------

         23.1     The headings used  throughout  this Agreement are inserted for
                  reference  purposes only and are not to be considered or taken
                  into account in  construing  the terms and  provisions  of any
                  paragraph  nor to be deemed in any way to  qualify,  modify or
                  explain the effects of any such provisions or terms.

         24.      Miscellaneous
                  -------------

         24.1     In the event of any  conflict  or  inconsistency  between  the
                  provisions of this  Agreement and the Articles of  Association
                  of FCM, the  following  order of  precedence  shall prevail as
                  between the Parties:  this  Agreement and then the Articles of
                  Association  and  for  the  purpose  of  avoiding  doubts  the
                  provision of this agreement shall prevail. This Agreement also
                  shall  prevail  over Put Option  Agreement,  Support  Contract
                  Agreement and Technology License Agreement in the event of any
                  conflict




                                       87
<PAGE>


         24.2     If  any   provisions  of  this   Agreement  are  found  to  be
                  inconsistent  with Of void under  applicable law, the validity
                  of the remaining  provisions shall not be adversely  affected.
                  In such case the  Parties  shall  re-negotiate  in good  faith
                  concerning  the  ineffective  provision  with  the  object  of
                  replacing it as closely as possible with a provision affording
                  the same basic rights,  obligations and economic effects, both
                  to the Parties and to FCM.

         24.3     This Agreement  constitutes the full  understanding and entire
                  agreement  among the Parties  and  defines all rights  granted
                  herein and all  obligations  assumed by each party at the date
                  of execution of this  Agreement.  No modification or amendment
                  to this  Agreement  shall be effective as to any Party who has
                  not  consented  thereto in the form of a written  addendum  to
                  this Agreement signed by the authorized representative of that
                  Party.

         24.4     This  Agreement  shall  inure to the benefit of and be binding
                  upon the Parties and their  respective  heirs,  successors and
                  permitted assigns.

         24.5     The Parties  declare that they have not  concluded,  and shall
                  not  conclude,   any   contracts  or   agreements   which  are
                  inconsistent with the provisions of this Agreement.

         24.6     This  Agreement  has been prepared and executed by the parties
                  in the English  language in seven (7)  original  counterparts.
                  Unless  mutually  agreed  otherwise,  the  English  text shall
                  govern  and each  document,  certificate,  statements  report,
                  accounts,  agenda, minutes and other written material referred
                  to in this  Agreement,  shall be in the  English  language  or
                  shall  be  accompanied  by  a  certified  English  translation
                  thereof.

         24.7     The failure of any Party to enforce any of the  provisions  of
                  this  Agreement  at any time  shall not be  construed  to be a
                  waiver of such  provision  unless so  notified  by such  Party
                  explicitly  in  writing.  No  waiver  of any  breach  of  this
                  Agreement shall be held to be a waiver of any other breach.

         24.8     FCM shall act in full  compliance  with the provisions of this
                  Agreement  and shall have full  responsibility  for and assume
                  all the risks of all matters relating to the business scope of
                  FCM described in Section 2.6 hereof.  For the  ratification of
                  this  Agreement by FCM, the Parties shall cause this Agreement
                  to  be  signed  by a  duly  authorized  officer  of  FCM  upon
                  incorporation  of FCM and thereafter FCM shall be deemed to be
                  a party to this  Agreement and shall be bound by the terms and
                  conditions thereof in so far as the same applies to it.




                                       88
<PAGE>


         24.9     Nothing  in this  Agreement  shall be  construed  to imply the
                  existence of a  partnership  between the Parties other than as
                  shareholders  in FCM in the terms of this Agreement or to make
                  one Party the  representative  or agent of the other Party and
                  no Party  shall so hold  itself  out,  nor  shall any Party be
                  liable Of bound by any act or omission of the other Party.

IN WITNESS  WHEREOF,  the Parties  hereto have hereunto set their hands and seal
the day and year first above written.

         The Common Seal of           )
         PNB EQUITY RESOURCE          )
         CORPORATION SDN. BHD.        )
         (COMPANY NO 197031-X) was    )
         hereunto duly affixed in the )
         presence of:                 )

<TABLE>
<CAPTION>
<S>      <C>                                          <C>
         /s/  Dato Mohd Hilmey bin Modh Taib         /s/  Meriam Binte Haji Jaacob
         -----------------------------------         -----------------------------------
         Director                                    Secretary
         Name:  Dato Mohd Hilmey bin Modh Taib       Name:  Meriam Binte Haji Jaacob
         Nric No:  4460859                           Nric No.:  2439153

         The Common Seal of           )
         FEDERAL POWER SDN. BHD.      )
         (COMPANY NO. 17892-V) was    )
         hereunto duly affixed in the )
         presence of:                 )

         /s/  Tan Sri Abu Zarim bi Oman              /s/  Ahmad @ Misron bin Yusof
         ------------------------------              -----------------------------
         Chairman                                    Director
         Name:  Tan Sri Abu Zarim bi Oman            Name:  Ahmad @ Misron bin Yusof
         Nric No:  240126-05-5035                    Nric No.:  430618-01-5037

         Signed by MOHD. AFZAL ASLAMI     )
         PASSPORT NO: 014068651 (USA) for )
         and on behalf of FIBERCORE INC.  )
         in the presence of:              )          /s/  Mohd Aslami.
                                                     -----------------------------
                                                     MOHD. AFZAL ASLAMI
                                                     PASSPORT NO: 014068651 (USA)

         /s/  Trevor Kidd
         ------------------------------
         TREVOR JOHN KIDD
         PASSPORT NO: 004354001 (GREAT BRITAIN)
</TABLE>




                                       89
<PAGE>


FIBERCORE (M) SDN. BHD. HEREBY RATIFIES AND AGREES TO BE BOUND BY THIS AGREEMENT
AS IF IT WERE A PARTY HERETO.



/S/  DR. MOHD A. ASLAMI                     /S/  IR AHMAD/@ MISRON BIN YUSOF
---------------------------                 --------------------------------
     Dr. Mohd A. Aslami                          Ir Ahmad/@ Misron bin Yusof
     Director                                    Director




                                       90