PURCHASE AGREEMENT

This Purchase Agreement ("Agreement") is entered into between AMP Incorporate, a
Pennsylvania  corporation,  with its principal  place of business in Harrisburg,
PA, on behalf  of  itself  and its  subsidiaries  and  affiliates  ("AMP"),  and
FiberCore,  Inc., a Nevada corporation,  with its headquarters in Sturbridge, MA
("Seller").  An  affiliate  of AMP is an entity  in which AMP has a  controlling
interest.

The background of this Agreement is as follows:

A.   Seller manufactures and sells glass optical fiber for fiber optic cable.

B.   AMP  purchases  fiber  optic  cable  from  third  parties  and  intends  to
     manufacture fiber optic cable.

C.   AMP wants to purchase glass optical fiber from Seller,  and Seller wants to
     sell glass optical fiber to AMP.

In  consideration  of the  mutual  promises  and  obligations  set forth in this
Agreement and intending to be legally bound, AMP and Seller agree as follows:

                                    SECTION I
                                      SCOPE

A.   This  Agreement and its exhibits  incorporate  all the terms and conditions
     agreed upon by AMP and Seller for the purchase of the glass  optical  fiber
     described in the attached Exhibit A ("Product(s)").

B.   As to AMP, this Agreement will apply to Product  purchased  directly by AMP
     or a subsidiary or affiliate of AMP via a Purchase Order (as defined below)
     or  to  Products  that  have  been  incorporated  into  fiber  optic  cable
     subsequently  purchased  by AMP from a third  party.  As to third  parties,
     Seller will  separately  negotiate  prices and terms and conditions of sale
     with third parties for all Products purchased by third parties.

                                   SECTION II
                                 PURCHASE PERIOD

The initial term of this  Agreement  will be from the latest  signature  date to
December 31,  2000.  Unless AMP  provides  Seller with a written  notice o f its
intent not to renew  this  Agreement  at least 6 months  prior to the end of the
initial term,  this  Agreement will be  automatically  renewed for an additional
five year term. After the second five year term, either party can terminate this
Agreement for any reason, either with or without cause, by


<PAGE>



giving the other party six months prior written notice.  For any such nonrenewal
or  termination,  each parts will be liable to the other party as  described  in
Section X.
                                   SECTION III
                                     PRICING

A.   The  initial  prices for the  products  and the  discounts  during 1996 are
     described in Exhibit A.

B.   The prices can be adjusted as described in Exhibit A if the combined  price
     for all the raw materials described in Exhibit A change by more than 7% and
     if the party requesting an adjustment provides the other party with 60 days
     prior written notice.

C.   On January 1st and July 1st of each calendar year, either party can request
     that the prices for the  Products be adjusted.  The revised  prices will be
     the  higher of  Seller's  then-current  prices  for the  Products  given to
     customers  who order  Products at the  highest  volumes  (the "High  Volume
     Price")   less  the   discount   described  in  Section  III,  or  Seller's
     manufacturing material,  labor and overhead costs plus 15%, but in no event
     will the revised prices be more than the High Volume Price. The High Volume
     Price must be equal to or lower than the lowest bona fide  long-term  price
     charged by a major supplier of fiber for purchases at the highest  volumes.
     No price  change will take effect  prior to 30 days after the parties  have
     signed a new Exhibit A reflecting the price change.

D.   No price  increase  will apply to any  Purchase  Order which is received by
     Seller  prior to the  effective  date of any  price  increase  and which is
     scheduled for delivery  within 2 months of the effective  date of any price
     increase. If, after the effective date of any price increase, AMP makes any
     addition or other change to a Purchase Order that would otherwise be priced
     at the old price, then that Purchase Order will be priced at the new price.
     If AMP needs a longer price protection  period,  then Seller will negotiate
     such periods with AMP on a case-by-case basis.

E.   If Seller sells any product identical or substantially similar to a Product
     to any other  customer at a lower price for the same or less  quantity than
     the price then in effect  under this  Agreement,  then the price under this
     Agreement will be reduced to the lower price for all comparable  quantities
     under outstanding Purchase Orders and subsequent Purchase Orders as long as
     the lower price to the other customer continues to be offered.

F.   Seller will pay rebates to AMP for all Products  purchased  and paid for by
     third  parties  that  are  incorporated  into  fiber  optic  cable  that is
     subsequently purchased by AMP during the term of this Agreement.

     1.   The rebate will be calculated by multiplying the quantities of Product
          so incorporated  and purchased by the discount  described in Exhibit A
          from


<PAGE>



          the  then-current  price for  purchases  by AMP.  If  Seller  grants a
          discount to induce a third party  fiber  optic cable  manufacturer  to
          purchase  Products,  then the discount described in Exhibit A on fiber
          optic  cable  that is  subsequently  purchased  by AMP from such third
          party,  but in no event  will the  discount  to AMP be reduced by more
          than 30%.

     2.   Seller  will  estimate  the amount of the rebate  each month and remit
          such amount to AMP within 30 days after the end of each month.  Seller
          and AMP will meet at the end of each calendar  quarter to review AMP's
          records  relating the  quantities of fiber optic cable  purchased from
          various third parties and Seller's  records relating to the quantities
          of fiber sold to various  third parties and to reconcile the amount of
          the rebate during that  calendar  quarter.  If the amount  remitted by
          Seller is less than the reconciled  amount,  then Seller will promptly
          pay the amount of the  shortfall  to AMP.  If the amount  remitted  by
          Seller is greater than the reconciled  amount,  then AMP will promptly
          pay the  amount of the  overage  to  Seller.  Each party will have the
          right, at its own expense, to audit such records of the other party by
          an  independent  auditor once a calendar  quarter by providing 10 days
          prior  written  notice.  AMP will waive the first  $1200 in rebates in
          exchange for a reasonable amount of mechanical samples.


                                   SECTION IV
                              QUANTITY AND DELIVERY

A.   On January 1st and July 1st of each calendar  year, AMP will provide Seller
     with a forecast  of its  requirements  for  Products  from  Seller for both
     direct  purchases  by AMP and  purchases  of fiber  optic cable by AMP from
     third  parties for the  following 2 calendar  years.  AMP can  increase its
     forecast by 25% at any time by providing Seller with 1 year's prior written
     notice,  and Seller  will  obtain or  maintain  the  capacity  to meet such
     additional  forecasted amounts.  Any quantity so forecasted by AMP are good
     faith estimates only.

B.   If Seller has  capacity  to  manufacture  glass  optical  fiber that is not
     already being used to meet AMP's  forecasted  requirements  for both direct
     purchases  by AMP and  purchases  of fiber  optic  cable by AMP from  third
     parties or to meet the  requirements  of another  customer of Seller (i.e.,
     additional capacity),  then Seller will make such capacity available to AMP
     if requested by AMP in writing.

C.   AMP is Seller's preferred  customer.  In the event that demand for Products
     by Seller's customers exceeds Seller's ability to meet such demand,  Seller
     will first meet AMP's Purchase Orders (as described in Section IV.E.),  and
     AMP's forecasted  requirements (as described in Section IV.A.),  subject to
     Seller's rights


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     to contract  with other  customers to supply  products  using  capacity not
     otherwise committed to or reserved for AMP under this Agreement.

D.   Except  for 1996,  AMP  intends  to  purchase  at least  50% of its  global
     requirements  for glass  optical fiber during the initial term from Seller,
     either via direct  purchases by Purchase  Orders or via  purchases of fiber
     optic  cable  by AMP  from  third  parties;  subject,  however,  to  Seller
     substantially meeting all of its material obligations under this Agreement,
     including,  but not limited to,  Seller's  pricing,  delivery,  quality and
     intellectual property  obligations;  and further subject to the willingness
     of customers of AMP to purchase  products  containing  glass  optical fiber
     from Seller. Beginning on July 1, 1997, on January 1st and July 1st of each
     calendar year, AMP will provide Seller with a report describing AMP's total
     purchases of glass optical  fiber from all suppliers  during the previous 6
     months.  Subject  to  Seller  substantially  meeting  all of  its  material
     obligations under this Agreement,  including,  but not limited to, Seller's
     pricing,  delivery,  quality and  intellectual  property  obligations,  and
     further subject to the willingness of customers of AMP to purchase products
     containing  glass optical fiber from Seller,  if AMP's actual  purchases of
     Products  from Seller are less than 50% of AMP's total  purchases  of glass
     optical  fiber from all  suppliers,  then,  as Seller's  sole and exclusive
     remedies.  Seller can either terminate this Agreement by providing AMP with
     90 days prior written notice or reduce the amount of the discount described
     in Section III for the previous 6 month period  (i.e.,  January 1st to June
     30th or July 1st to December 31st) by 50%. On purchases of Products  during
     the previous 6 month period,  either  directly from Seller or via purchases
     of fiber  optic cable by AMP from third  parties  for which AMP  received a
     rebate,  AMP  will  reimburse  Seller  for  the  amount  of the  reduction.
     Notwithstanding  anything in this Section to the contrary, in no event will
     the remedies of this Section or any other remedies of Seller apply if AMP's
     actual  purchases of Products  from Seller are less than 50% of AMP's total
     purchases of glass optical  fiber from all  suppliers  because AMP's demand
     for glass optical fiber exceeds the forecasts  described in Section  IV.A.,
     and if Seller does not have the capacity to meet such increased demand and,
     if such increased demand is due to an acquisition, AMP is no longer subject
     to  contractual  purchase  obligations  to third  parties for glass optical
     fiber arising from the acquisition.

E.   Purchases will be authorized  only upon issuance by AMP of a purchase order
     ("Purchase Order(s)").  At the beginning of each calendar quarter, AMP will
     provide  Seller with a Purchase  Order for  Products to be delivered to AMP
     during the next 6 months.  AMP may, without cost or liability,  at any time
     reschedule  delivery  within each 6 month period  provided that delivery is
     taken during the 6 month period.

F.   Purchase  Orders may be provided  by AMP via  electronic  data  interchange
     (EDI), facsimile or United States mail.



<PAGE>



G.   The Lead Time for Product is shown in the  attached  Exhibit A. The elapsed
     time beginning when AMP places a Purchase Order and ending when the Product
     contained in that Purchase  Order is received at the proper AMP location is
     the "Lead Time."  Proper  scheduling  requires any delivery time to include
     the Lead Time.

H.   Purchase Orders will state AMP's required delivery time for Products.  Time
     and rate of delivery are of the essence for all  purchases  made under this
     Agreement.  For Product to be  considered on time, it must be shipped so as
     to arrive within the delivery  window  requested by AMP,  currently +5 days
     early/-0 days late,  under normal  shipping  circumstances.  Seller will be
     responsible  for  extraordinary  freight costs in the event that such costs
     are  incurred  by Seller  to  ensure  Product  is  received  by AMP per the
     delivery  time in the event  Seller  does not  satisfy  the above  shipping
     requirements.

I.   All shipments will be made F.O.B.  Seller's factory. AMP shall assume title
     and responsibility for Product once it leaves Seller's factory and shall be
     responsible for all freight, insurance and handling charges.

                                    SECTION V
                                     PAYMENT

AMP will  issue  payment  no later  than 30 days from the date of  receipt  of a
correct Seller's invoice for Product or services accepted by AMP.

                                   SECTION VI
                      SELLER TESTING, STANDARDS AND QUALITY

A.   Seller will test and inspect all Product  according to the quality  control
     procedures described in the attached Exhibit B to ensure conformance to the
     specifications  described  in  Exhibit B  ("Specifications").  Seller  will
     provide  the  quality  control  records  and test data for each  Product in
     electronic form with shipment.

B.   Seller agrees to bar code per AMP Specification ______utilizing Code 3 of 9
     symbology in the  Automotive  Industry  Action  Group (AIAG)  format on all
     product packaging and parts as appropriate.

C.   Seller  agrees to  participate  in AMP's  assessment  of  Seller's  quality
     management system by completing a self-assessment compiled and administered
     by a third party  consultant  hired by AMP. The cost of the assessment will
     be born in part by Seller and in part by AMP, provided that the annual cost
     for such assessment does not exceed $5,000.


<PAGE>




                                   SECTION VII
                                INSPECTION BY AMP

A.   All Product is subject to acceptance  by AMP.  Product may be inspected and
     tested by AMP for conformance to the requirements of this Agreement and any
     Purchase  Order prior to acceptance,  but such  inspection and testing will
     not relieve Seller of its obligation to delivery  Product in conformance to
     such requirements. If Product fails to meet such requirements, then AMP, at
     its  option,  may  reject  such  Product or  require  its prompt  repair or
     replacement, all at Seller's expense.

B.   In the event  Product  does not conform to such  requirements,  then Seller
     will  have 45 days  from the date  non-complying  Product  is  returned  to
     Seller's  plant  to  correct  the  deficiency.  If  the  deficiency  is not
     corrected,  then AMP will have the option to cancel the Purchase Order, but
     only as to the affected Product.

C.   Certain Product is designated as Certified Product which is not required to
     be inspected  and tested by AMP upon receipt at an AMP  receiving  location
     according  to AMP  Specifications  102-33,  102-37  or  their  equivalents.
     Certified  Product is accepted by AMP upon receipt of the Certified Product
     at the AMP receiving  location.  Acceptance is subject to revocation if the
     Product  is  found  to  be  nonconforming   upon  attempted  use  in  AMP's
     manufacturing  process. Once discovered,  any Certified Product found to be
     nonconforming  would  be  subject  to  inspection  and/or  testing  by  AMP
     according to procedures documented in AMP specification 102-1391.

                                  SECTION VIII
                                    WARRANTY

Seller warrants all Product as described in the attached Exhibit C.

                                   SECTION IX
                                     CHANGES

AMP may, by providing 90 days written notice,  make reasonable  changes,  within
the scope of this Agreement and any Purchase Order,  regarding,  but not limited
to, specifications,  designs,  drawings,  methods of shipment,  packaging and/or
place of  delivery.  Seller may not make such  changes to any of the  processes,
material,  testing or location  of  manufacture,  without  first  obtaining  the
express  written consent of AMP. If any changes cause changes in cost of or time
required for Seller's  performance under this Agreement or a Purchase Order, the
parties will agree in writing to an equitable  adjustment in the price  (subject
to Section III) and/or delivery schedule.


<PAGE>




                                    SECTION X
                                   TERMINATION

A.   In addition to any other  remedies  available to AMP in law or equity,  AMP
     may terminate this Agreement under the following circumstances.

     1.   Seller  fails  to  supply  Products  as  warranted  or that  meet  the
          Specifications,  and fails to cure such  breach  within 45 days  after
          receiving a written notice from AMP.

     2.   Seller's lot  acceptance or received on time  percentages  for Product
          falls  below  those  called  for in Section  5.1 of AMP  Specification
          102.47 (Rev. F, updated 03/17/95), and is not corrected as provided by
          the specification.  Seller acknowledges  receipt of the specification.
          Measurement   of  this   performance   will  be  in  accord  with  the
          specification,  and Seller will have 6 months to bring its performance
          to the stated acceptable level after notice as provided in Section 5.2
          of the  specification.  The  percentages  stated in Section 5.1 of the
          specification for 1993 will be applicable through 1996.

     3.   Upon  120  days  prior  written  notice  if AMP no  longer  needs  the
          Products.

     4.   Seller otherwise  materially breaches this Agreement and does not cure
          the breach  within 90 days after  Receipt of a notice  describing  the
          breach.

B.   AMP's sole liability to Seller for such termination will be:

     1.   Any unpaid  balance  due Seller for  Product  ordered,  delivered  and
          accepted  by AMP prior to Seller's  Receipt (as defined  below) of the
          termination notice; and

     2.   The  price  for  Product  scheduled  for  delivery  within  90 days of
          Seller's Receipt of the termination notice, provided that such Product
          is in production on such date,  except that AMP will only be obligated
          to pay for conforming Product so delivered and accepted by AMP.


C.   In addition  to any other  remedies  available  to Seller in law or equity,
     Seller  may  terminate  this  Agreement  if AMP  materially  breaches  this
     Agreement  and does not cure the breach  within 90 days after  Receipt of a
     notice describing the breach.

D.   Seller may terminate this Agreement as described in Section IV.D.

E.   Seller's sole liability to AMP for either such termination will be:


<PAGE>





     1.   Delivery  to  AMP of all  Product  ordered  and  for  Purchase  Orders
          subsequently  placed  related to firm  commitments  made by AMP to its
          customers  for  fiber  optic  cable  prior to the date of  termination
          except  if  this   Agreement  is  terminated  as  a  result  of  AMP's
          non-payment to Seller for Products sold to AMP; and

     2.   Delivery  to  AMP  of  all  AMP-owned  prints  and  property  and  any
          confidential information at AMP's expense and in accordance with AMP's
          instructions.

F.   Either party may terminate  this Agreement  without  liability upon written
     notice if the other  party files a voluntary  petition  in  bankruptcy;  or
     makes an assignment  for the benefit of creditors;  or a receiver,  trustee
     and  bankruptcy  or similar  officer is  appointed to take charge of all or
     part of the other party's  assets/property;  or the other party is adjudged
     bankrupt.

G.   For purpose of this Section, "Receipt" is defined as follows:

     1.   For  facsimile,  the date the  sending  party  faxes the Notice to the
          receiving party;

     2.   For express courier, the date the express courier company delivers the
          Termination Notice to the receiving party.

H.   Neither party shall be entitled to consequential or liquidated damages.

                                   SECTION XI
               COMPLIANCE WITH LAWS, INDEMNIFICATION AND INSURANCE

A.   Seller  hereby agrees that all services,  Products,  and processes  covered
     hereby will be manufactured  and furnished by Seller in accordance with and
     will conform to all applicable federal, state and local laws or regulation.
     Seller  will,  and  hereby  does,  indemnify  and hold  harmless  AMP,  its
     officers,  directors,  employees and agents from all claims, demands, suits
     or actions, environmentally related or otherwise, of any nature whatsoever,
     including  reasonable  attorney's fees and expenses,  arising from Seller's
     performance  of any specified,  required or requested  services for, or the
     furnishing of Product to AMP. Seller agrees to defend AMP, at AMP's request
     against any such claim, demand or suit.

B.   Seller  agrees to  maintain,  at its own  expense,  a policy or policies of
     comprehensive   general  liability  insurance  with  vendor's  and  product
     endorsements  naming AMP as an  additional  insured with a combined  single
     limit of at least  $1,000,000.  All such  policies  will  provide  that the
     coverage will not be


<PAGE>



     terminated   without  at  least  30  days  prior  written  notice  to  AMP.
     Certificates of insurance will be furnished to AMP upon request.

C.   Notwithstanding  any other terms and  conditions  in this  Agreement or any
     other  document,  the following terms and conditions will apply with regard
     to Seller's environmental responsibilities:

     1.   Seller  acknowledges that it is solely responsible for compliance with
          all  federal,   state  and  local  environmental  laws,   regulations,
          ordinances  and  other  requirements  which  apply or may apply to its
          operations,  including such operations as are necessary to provide the
          Product  covered  by this  Agreement  and any  Purchase  Order  issued
          pursuant to this Agreement.  Seller's  responsibility  includes but is
          not limited to, where  applicable,  ensuring  the proper  handling and
          disposal  of any  hazardous  or toxic  substances  or wastes and other
          waste  materials  under the  Resource  Conservation  and  Recover  Act
          ("RCRA"), 42 U.S.C. Section 9601 et seq., any implementing regulations
          and  analogous  state  laws and  regulations  arising  from the  other
          party's use, handling or disposal of hazardous and/or toxic substances
          or other waste materials related to the Products,  or arising from the
          other party's alleged  noncompliance with any federal,  state or local
          environmental laws,  regulations,  ordinances,  licenses,  permits, or
          other  requirements  whatsoever,  or  arising  from any claim that the
          other party's improper use, handling or disposal of hazardous or toxic
          substances or other materials  related to the Products has resulted in
          personal injury or property damage to any third party.

     2.   For the purpose of monitoring  Seller's  compliance  with the terms of
          this Agreement,  Seller hereby  authorizes AMP to perform a compliance
          review,  including  a tour of  Seller's  facility,  at any  time  upon
          reasonable notice to Seller.

                                  SECTION XIII
                          AMP CONFIDENTIAL INFORMATION

Seller  understands  and agrees that it will  forever hold and protect in strict
confidence on behalf of itself and its employees,  all confidential  information
derived  from  AMP or  its  subsidiaries  and  affiliates  participating  in the
Agreement.  Seller  will at  AMP's  request  immediately  return  all  documents
received by Seller during the duration of this Agreement  along with any copies.
If Seller wants to provide AMP with confidential information, then AMP will only
be obligated to hold such information in confidence if Seller and AMP enter into
a separate confidentiality agreement.


<PAGE>





                                  SECTION XIII
                     INTELLECTUAL PROPERTY AND INFRINGEMENT

A.   Any design and  development  of Product or  processes  relating  to Product
     which AMP  provides to Seller or for which AMP pays Seller to perform  will
     be the property of AMP.

B.   Seller  and AMP will  negotiate  in good faith an  agreement  for Seller to
     provide product preforms and technical and manufacturing  assistance to AMP
     in drawing the  preforms.  C.  Seller  warrants  that any Product  which it
     designed or developed  will be delivered  free of the rightful claim of any
     third person by way of  infringement of any patent or  misappropriation  of
     any trade secret;  provided,  however, that the representation set forth in
     this  Section will not apply to Product  manufactured  in  accordance  with
     specifications originated by AMP or its customer.

D.   Subject to Section  XIII.F.  below,  Seller will  defend,  at the  Seller's
     expense,  every suit or claim for infringement or misappropriation  related
     to Product  designed  or  developed  by Seller  brought  against AMP or any
     customer  of AMP.  Seller  will  indemnify,  defend  and  save  AMP and its
     customers harmless from all liability, loss or expense,  including costs of
     settlement   after  obtaining   Seller's  written  consent  and  reasonable
     attorney's fees,  resulting from any claim that AMP; or any customer's use,
     possession,  sales or resale of any Product or part thereof  infringes  any
     patent, or is a  misappropriation  of any trade secret or other proprietary
     right covering the Product or any part thereof. Each party agrees to notify
     the  other  promptly  of any  matter  in  respect  to which  the  foregoing
     indemnity may apply and of which the notifying  party has knowledge.  If so
     notified, Seller will, without limitation,  defend those actions or pay any
     fees  awarded  against  AMP in any action or claim  provided  AMP will give
     Seller an  opportunity  to elect to take  over,  settle or defend  any such
     claim, action or suit through counsel selected by Seller and under its sole
     direction,  and at its sole expense and provided that in the event that the
     Seller elect to take over,  defend of settle same,  AMP will make available
     to Seller all defenses against any such claim,  action,  suit or proceeding
     known to or available to AMP. It is understood that either party is free to
     waive the right to seek  indemnification from the other, in which event the
     party  waiving  the  right of  indemnification  may  select  its own  legal
     counsel.

E.   If a Product  designed  or  developed  by Seller is held to  constitute  an
     infringement  or  misappropriation,  then Seller will,  at its own expense,
     either  procure  for AMP the right to  continue  using the  Product or part
     thereof, or replace it with a non-infringing  Product or part or modify the
     Product  or part so that it becomes  non-infringing,  or, if neither of the
     foregoing alternatives is reasonably available


<PAGE>



     despite Seller's best efforts,  refund the purchase price and freight costs
     of such Product or part.

F.   The foregoing provision as to indemnity by Seller to AMP will not apply if:
     (a) the Product  delivered by Seller to AMP is  manufactured  in accordance
     with designs and/or specifications and/or intellectual property supplied by
     AMP, in which case AMP agrees to  indemnify  Seller to the same extent that
     Seller has agreed to indemnify AMP hereunder;  or (b) the Product delivered
     by Seller to AMP is  subsequently  modified or augmented by AMP without the
     written  consent of Seller in a manner  which  creates an  infringement  or
     intellectual property violation which did not previously exist.

                                 G. SECTION XIV
                             COOPERATIVE ADVERTISING

Seller and AMP will  negotiate in good faith an agreement  for Seller to provide
AMP with a  cooperative  advertising  fund based on a percentage of purchases of
Product by AMP. Any such  agreement  shall insure that any  advertising  derived
from the advertising fund highlights  Seller as the supplier of the Product in a
manner acceptable to Seller.

                                   SECTION XV
                                    PUBLICITY

A.   Seller  may not  disclose,  advertise  or  publish  information  about  the
     Agreement  without  the prior  written  consent of AMP,  which shall not be
     unreasonably  withheld or delayed.  AMP's prior written consent will not be
     required when a disclosure about the Agreement is required by law.

B.   Seller will,  within 10 working days after Receipt a notice from AMP, grant
     reasonable access to its facilities during normal business hours to AMP and
     its customers and provide such data relating to a particular Product to AMP
     and its customers as AMP will  reasonably  request to demonstrate  Seller's
     manufacturing and other capabilities to AMP's customers.

                                   SECTION XVI
                                     NOTICES

A.   Any  notices  required  or  permitted  to be given must be in  writing  and
     delivered  in  person,  set by express  courier,  or via  facsimile  to the
     address set forth below. Notices will be effective upon Receipt, as defined
     in Section X.

                           If to AMP:




<PAGE>



                           If to Seller:




                                  SECTION XVII
                                OTHER PROVISIONS

A.   Seller may not  assign  the  Agreement  or any  Purchase  Order or any part
     thereof without first obtaining the express written consent of AMP.

B.   Force  Majeure.  Neither  party to this  Agreement  will be liable  for its
     failure to perform any of its  obligations  hereunder  during any period in
     which such performance is delayed by fire,  flood,  war,  embargo,  strike,
     riot, or the  intervention of any government  authority,  provided that the
     party  suffering  such delay  immediately  notifies  the other party of the
     delay.

C.   AMP and  Seller  understand  and  contemplate  that their  relationship  as
     described in this  Agreement will be solely that of supplier and purchaser.
     The parties  acknowledge that other contracts describe other aspects of the
     relationship  between the parties.  Nothing in the Agreement is intended or
     will  be  construed  to  create  any  partnership,   joint  venture,  joint
     enterprise  or other similar  joint  relationship,  nor will either part be
     deemed to be an employee,  agent or legal  representative  of the other for
     any purpose  whatsoever.  Neither  party will have any  authority,  whether
     express,  implied or apparent to assume or create any  obligations  for, on
     behalf of, in the name of, or for the benefit of the other.

D.   The terms,  provisions,  representations  and warranties  contained in this
     Agreement will survive expiration or earlier  termination of this Agreement
     notwithstanding delivery,  acceptance of or payment for the Product ordered
     pursuant to this Agreement.

E.   Seller  agrees to  provide to AMP notice of an  information  regarding  any
     transaction  which  result in a change of  control  of  Seller's  business,
     including  details  of the  transaction  and any  conditions  placed on the
     transaction.  For  purposes of this  paragraph  "transaction"  is construed
     broadly and includes, without limitation, sales, mergers, acquisitions, and
     devises.

F.   This Agreement will be interpreted and governed in all respects by the laws
     of the  Commonwealth  of  Pennsylvania  without regard to its principles of
     conflict of law.

G.   Any dispute  that cannot be settled  amicably by  mediation  will be heard,
     settled and decided under the Commercial Rules of the American  Arbitration
     Association  by three  arbitrators  chose in  accordance  with such  Rules.
     Service of any matters in  reference to such  arbitration  will be given in
     the manner described in Section


<PAGE>



XVI.     Such  arbitration will be conducted in New York, New York. The award in
         such  arbitration  will  be  final  and  enforceable  in any  court  of
         competent  jurisdiction.  The  costs  of  arbitration  will  be paid as
         directed by the arbitrators.

H.   If a conflict  arises between any of the terms in the following  documents,
     the  order  of  precedence  will be:  (1) this  Agreement;  (2)  terms  and
     conditions  on the  face of any  Purchase  Order  issued  pursuant  to this
     Agreement; and (3) terms and conditions on the reverse side of any Purchase
     Order issued pursuant to this Agreement.

I.   The failure of either  party to enforce any breaches of a provision of this
     Agreement will not be construed as waiving subsequent  breaches of the same
     or any other provision of this Agreement. No such failure will be deemed to
     be an amendment to this Agreement.

J.   This  Agreement  constitutes  the  entire  Agreement  between  the  parties
     relating to the purchase of fiber. NO modification will be valid unless set
     forth in writing and signed by the parties,  except as  otherwise  provided
     herein.  Both parties  acknowledge  that this agreement is the complete and
     exclusive  agreement  of the parties  which  supersedes  all prior  written
     proposals,  negotiations and/or communications between the parties relating
     to this  Agreement.  This  Agreement may be executed in duplicate,  each of
     which will be deemed an original.

The  authorized  representatives  of the parties have  executed  this  Agreement
intending to be legally bound.

AMP Incorporated, on behalf of itself       FiberCore, Inc.
and its subsidiaries and affiliates

BY:                                         BY:   /s/                  
   ------------------------------                 ------------------------------
Title:                                      Title:  Chairman, CEO
      ---------------------------
Date:                                       Date: July 29, 1996
     ----------------------------



<PAGE>


                                    EXHIBIT A
                              PRICES AND DISCOUNTS


<PAGE>



                                    EXHIBIT A
                         DISCOUNTS AND PROJECTED VOLUMES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
     Year           Proj. AMP         Fiber        Proj. FC         Proj.           MM             SM
                   Cable Sales       Portion         Share        Purchases      Discount       Discount
                       $MM              %              %             $MM             %              %
------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>            <C>            <C>            <C>            <C>
     1996                                                                           15             15
------------------------------------------------------------------------------------------------------------
     1997              18              50             44             4.7            20             20
------------------------------------------------------------------------------------------------------------
     1998              34              50             60             10             20             20
------------------------------------------------------------------------------------------------------------
     1999              54              50             70             19             25             20
------------------------------------------------------------------------------------------------------------
     2000              77              50             80             31             25             20
------------------------------------------------------------------------------------------------------------
    Total:                                                           64
------------------------------------------------------------------------------------------------------------
</TABLE>

If AMP elects,  it can  purchase 3.5 meters of single mode fiber for every meter
of multimode  fiber waved.  Such an election must be made per the purchase order
procedure.


                                 INITIAL PRICES
                                      (NET)
Product Type                                                    Price $/KM

1 UK 62.5 micron core                                            160
2 FDDI                                                           155
3
4

                            MATERIAL PRICE ADJUSTMENT

<TABLE>
<CAPTION>
<S>                                                  <C>                        <C>              <C>
                                                     Units                      Cost             Cost
                                                     Per                        Per              Per
Material                                             Meter                      Unit             Meter
--------                                             -----                      ----             -----
Initial Cost
------------
Substrate tubes
Silicon Tetrachloride
Germanium Tetracholoride
Hydrogen
Oxygen
Helium                                               ______                     _____             ______

New Cost
Substrate tubes
Silicon Tetrachloride
Germanium Tetracholoride
Hydrogen
Oxygen
Helium                                               ______                     _____             _____

Adjustment (New Cost less Initial Cost)                                                           _____

</TABLE>