THE BYLAWS OF
                                 FIBERCORE, INC

Section 1. Annual Meeting.

     An annual  meeting of the  stockholders  for the  election of  directors to
succeed those whose terms expire and for the  transaction of such other business
as may properly come before the meeting,  shall be held on such date and at such
time and at such place  within or without  the State of Nevada,  as the Board of
Directors shall each year fix.

Section 2. Special Meetings

     Special  meetings  of  the  stockholders,   for  any  purpose  or  purposes
prescribed in the notice of the meeting, may be called by the Board of Directors
or the chief  executive  officer and shall be held at such place,  on such date,
and at such time as they or he or she shall fix.

Section 3. Notice of Meetings

     Written  notice  of the  place,  date,  and  time  of all  meetings  of the
stockholders  shall be given, not less than five nor more than sixty days before
the date on which the  meeting as to be held,  to each  stockholder  entitled to
vote at such  meeting,  except as otherwise  provided  herein or required by law
(meaning,  here and  hereinafter,  as  required  from time to time by the Nevada
Corporation Act or the Certificate of Incorporation of the Corporation).

     When a meeting is adjourned to another place, date or time,  written notice
need not be given of the  adjourned  meeting if the place date and time  thereof
are  announced  at the  meeting  at which the  adjournment  is taken;  provided,
however,  that if the date of any  adjourned  meeting is more than  thirty day s
after the date for which the meeting was originally  noticed, or if a new record
date is fixed for the adjourned meeting,. written notice of the place, date, and
time of the adjourned  meeting,  shall be given in conformity  herewith.  At any
adjourned meeting, any business


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may be transacted which might have been transacted at the original meeting.

Section 4. Quorum

     At any  meeting of the  stockholders,  the  holders of a majority of all of
shares of the stock  entitled  to vote at the  meetings  present in person or by
proxy,  shall  constitute  a quorum  for all  purposes,  unless or except to the
extent that the presence of a larger number may be required by law.

     If a quorum  shall fail to attend  meeting,  the chairman of meeting or the
holder of a majority of the shares of stock entitled to vote who are present, in
person or by proxy, may adjourn the meeting to another place. date. or time.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders  entitled to vote thereat,  stating that it will be held with those
present constituting,  a quorum, then except as otherwise required by law, those
present at such  adjourned  meeting shall  constitute a quorum,  and all matters
shall be determined by a majority of the votes cast at such meeting.

Section 5 Organization

     Such  person  as the  Board of  Directors  may have  designated  or, in the
absence of such a person,  the chief executive officer of the Corporation or, in
his or her absence, such person as may be chosen by the holders of a majority of
the shares entitled to vote who are present,  in person or by proxy,  shall call
to order any meeting of the stockholders and act as chairman of the meeting.  In
the absence of the  Secretary of the  Corporation,  the secretary of the meeting
shall be such person as the chairman appoints.

Section 6. Conduct of Business

     The chairman of any meeting of  stockholders  shall  determine the order of
business and the  procedure at the meeting,  including,  such  regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.


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Section 7. Proxy and Voting

     At any meeting of the stockholders  every stockholder  entitled to vote may
vote in person or by proxy  authorized  by an  instrument  in writing,  filed in
accordance with the procedure established for the meeting.

     Each stockholder shall have one vote for every share of stock;  entitled to
vote which is  registered in his or her name on the record date for the meeting,
except as otherwise provided herein or required by law.

     All voting,  including  on the election of directors  but  excepting  where
otherwise required by law, may be by a voice vote; provided,  however, that upon
demand  therefor by a stockholder  entitled to vote or his or her proxy, a stock
vote shall be taken.  Every stock vote shall be taken by ballots,  each of which
shall  state  the  name of the  stockholder  or  proxy  voting  and  such  other
information as may be required under the procedure  established for the meeting.
Every vote taken by ballots  shall be  counted  by an  inspector  or  inspectors
appointed by the chairman of the meeting

     All elections  shall be  determined  by a plurality of the votes cast,  and
except as otherwise  required by law, all other matters shall be determined by a
majority of the votes cast.

Section 8. Stock List

     A  complete  list  of  stockholder  entitle  to  vote  at  any  meeting  of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares  registered in his
or her name, shall be open to the examination of any such  stockholder,  for any
purpose germane to the meeting,  during ordinary  business hours for a period of
at least ten (10) day,  prior to the meeting,  either at a place within the city
where the meeting is to be held,  which place shall be specified a the notice of
the  meeting,  or if not so  specified.  at the place where the meeting is to be
held

     The stock list shall also be kept at the place of meeting during the whole
time thereof and shall be open to the examination of any such stockholder who is
present. This list shall presumptively determine the identity of the stockholder
entitled to vote at the meeting and the


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number of shares held by each of them.

Section 9. Consent of Stockholder in Lieu of Meeting

     Any  action  required  to be taken at any  annual  or  special  meeting  of
stockholders of the Corporation,  or any action which may be taken at any annual
or special meeting of the stockholders,  may be taken without a meeting, without
prior  notice and  without a vote,  if a consent in writing,  setting  forth the
action so taken, shall be signed by holders of outstanding stock having not less
than the minimum  number of votes that would be  necessary  to authorize or take
such  action at a  meeting  at which all share  entitled  to vote  thereon  were
present and voted.

ARTICLE II- BOARD OF DIRECTORS

Section 1. Number and Term of Office.

     The number of directors who shall  constitute the whole board shall be such
number as the Board of Directors shall at the time have designated,  except that
in the  absence of any such  designation,  such  numbers  shall be not less than
three (3) and not more than nine (9). Each director  shall be elected for a term
of one year and until his or her  successor  is elected  and  qualified.  except
otherwise provided herein or required by law.

     Whenever the  authorized  number of directors is increased  between  annual
meetings of the  stockholders,  a majority of the directors then in office shall
have the power to elect such new  directors  for the balance of a term and until
their  successors  are elected and  qualified.  Any  decrease in the  authorized
number of directors shall not become  effective until the expiration of the term
of the directors  then in office  unless,  at the time or such  decrease,  there
shall be vacancies on the board which are being eliminated by the decrease.

     The Board of  Dictators  shall have a Chairman of the Board of  Dictators,.
who shall preside at all meetings of the Board of Dictators and the Stockholders
at which such person is present.  The Chairman of the Board shall make all final
rulings of procedure at meetings of the Board or  Stockholders.  The Chairman of
the Board shall be the Chief Executive Officer of the Corporation,  an ex-office
member of all committees, and shall have the general and active


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management  of the  business  of  the  Corporation,  and  shall  have  executory
authority over all resolutions of the Board of Directors.

Section 2. Vacancies

     If  the  office  of  any  director  becomes  vacant  by  reason  of  death,
resignation,  disqualification,  removal  or  other  cause,  a  majority  of the
directors  remaining  in  office,  although  less  than a  quorum,  may  elect a
successor for the  unexpired  term and until his or her successor is elected and
qualified.

Section 3. Regular Meetings.

     Regular  meetings of the Board of Directors  shall be held at such place or
places,  on such  date or dates,  and at such  time or times as shall  have been
established  by the Board of Directors and  publicized  among all  directors.  A
notice of each regular meeting shall not be required.

Section 4. Special Meetings

     Special meetings of the Board of Director may be called by one-third of the
directors  then in office  (rounded  up to the nearest  whole  number) or by the
chief  executive  officer and shall he held at such  place.  on such date and at
such time as they or he or she shall fix. Notice of the place, date, and time of
each such special  meeting shall be given each director by whom it is not waived
by  mailing  written  notice not less than five days  before  the  meeting or by
telegraphing  the same not less than a  twenty-four  hours  before the  meeting.
Unless  otherwise  indicated in the notice thereof,  any and all business may be
transacted at a special meeting.

Section 5. Quorum

     At any meeting of the Board of Directors, a majority of the total number of
the whole Board then holding office shall  constitute a quorum for all purposes.
If a quorum  shall fail to attend any meeting,  a majority of those  present may
adjourn the meeting to another place, date,


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or time, without further notice or waiver thereof.

Section 6. Participation in Meeting By Conference Telephone

     Member  of the  Board  of  Directors,  or of  any  committee  thereof,  may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other and such  participation  shall
constitute presence in person at such meeting.

Section 7. Conduct of Business

     At any meeting of the Board of Directors,  business  shall be transacted in
such  order and  manner as the  Board may from time to time  determine,  and all
matters shall be determined by the vote of a majority of the directors  present,
except as otherwise  provided  herein or required by law. Action may be taken by
the Board of Directors  without a meeting if all members thereof consent thereto
in  writing,  and the  writing  or  writings  are  filed  with  the  minutes  of
proceedings of the Board of Directors.

Section 8. Power

     The Board of Directors may, except as otherwise  required by law,  exercise
all such powers and do all such acts and things as may be  exercised  or done by
the  Corporation,  including,  without limiting the generality of the foregoing,
the unqualified power:

     (1) To declare dividends from time to time in accordance with law;

     (2) To purchase or otherwise acquire any property,  rights or privileges on
such terms as it shall determine;

     (3) To authorize the creation,  making and issuance, in such form as it may
determine of written  obligations  of every kind  negotiable or  non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;


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     (4) To remove any officer of the  Corporation  with or without  cause,  and
from time to time to devolve the powers and duties of any officer upon any other
person for the time being;

     (5) To confer upon any officer of the  Corporation  with or without  cause,
and from time to time to devolve.  the powers and duties of any officer upon any
other person for the time being;

     (6) To adopt from time to time such stock option, stock purchase,  bonus or
other  compensation plans for directors,  officers,  employees and agents of the
Corporation and its subsidiaries as it may determine;

     (7) To adopt from time to time such insurance retirement, and other benefit
plans for directors,  officers,  employees and agents of the Corporation and its
subsidiaries as it may determine; and,

     (8) To adopt from time to time  regulations,  not  inconsistent  with these
bylaws, for the management of the Corporation's business and affairs.

Section 9. Compensation of Directors

     Directors,  as such,  may receive,  pursuant to  resolution of the Board of
Directors,  fixed fees and other  compensation  for their services as directors,
including,  without  limitation,  their services as members of committees of the
Board of Directors.

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors

     The Board of  Directors,  by a vote of a majority of the whole  Board,  may
from  time to  time  designate  committees  of the  Board,  with  such  lawfully
delegable powers and duties as it thereby  confers,  to serve at the pleasure of
the Board and shall,  for those  committees and any others  provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires,  other directors as alternate  members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may exercise


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the power and  authority  of the Board of  Directors to declare a dividend or to
authorize the issuance of stock if the resolution which designates the committee
or a supplemental  resolution of the Board of Directors shall so provide. In the
absence or  disqualification  of any member of any  committee  and any alternate
member in his  place,  the member or  members  of the  committee  present at the
meeting  and not  disqualified  from  voting,  whether  or not he or she or they
constitute a quorum,  may be unanimous vote appoint  another member of the Board
of  Directors  to act at the meeting in the place of the absent or  disqualified
member.

Section 2. Conduct of Business

     Each  committee  may  determine  the  procedural   rules  for  meeting  and
conducting  its  business  and  shall  act in  accordance  therewith,  except as
otherwise  provided herein or required by law. Adequate  provision shall be made
for notice to members of all meetings; one-third of the members shall constitute
a quorum  unless the  committee  shall  consist of one or two members,  in which
event one member shall  constitute a quorum;  and all makers shall be determined
by a majority vote of the members present. Action may be taken by any committee,
without a meeting if all members  thereof  consent  thereto in writing,  and the
writing or  writings  are filed  with the  minutes  of the  proceedings  of such
committee.

ARTICLE IV - OFFICERS

Section 1. General

     The officers of the Corporation  shall consist of a President,  a Secretary
and such other  officers as may from time to time be  appointed  by The Board of
Directors.  Officers  shall be elected by the Board of  Directors,  which  shall
consider  that  subject at its first  meeting  after  every,  annual  meeting of
stockholders.  Each  officer  shall hold office  until his or her  successor  is
elected and qualified or until his or her earlier  resignation  or removal.  The
President shall be a member of the Board of Directors. Any number of offices may
be hold by the same person.

Section 2. President

The President shall be the principal operating and administrative office or the


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Corporation.  Subject to the  provision of those bylaws and to the  direction of
the Board of Directors,  he or she shall have the responsibility for the general
management and control of the business and affairs of the  Corporation and shall
perform all duties and have all powers which are commonly incident to the office
of  chief  executive  or  which  are  delegated  to him or her by the  Board  of
Directors. He or she shall have power to sign all stock certificates,  contracts
and other  instruments  of the  Corporation  which are authorized and shall have
general  supervision and direction of all of the other  officers,  employees and
agents of the  Corporation.  In the absence of the Chairman of the Board,  or in
the event of a vacancy in such position, the President shall exercise all of the
powers of the Chairman of the Board.

Section 3. Vice Presidents

     Each Vice  President  shall have such powers and duties as may be delegated
to him or her by the Board of Directors.  One Vice President shall be designated
by the Board to perform the duties and  exercise  the power of the  President in
the even of the President's absence or disability.

Section 4. Treasurer

     The Treasurer shall have the  responsibility  for maintaining the financial
records of the  Corporation  and shall have custody of all monies and securities
of the Corporation.  He or she shall make such  disbursement of the funds of the
Corporation  as are  authorized and shall render from time to time an account of
all such  transactions and of the financial  condition of the  Corporation.  The
Treasurer  shall also perform  such other  duties as the Board of Directors  may
from time to time prescribe.

Section 5. Secretary

     The  Secretary  shall  issue all  authorized  notices  for,  and shall keep
minutes of, all meetings of the stockholders  and the Board of Directors.  He or
she shall have charge of the corporate  book and shall perform such other duties
as the Board of Directors may from time to time prescribe.


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Section 6. Delegation of Authority

     The Board of Directors  may from time to time  delegate the power or duties
of any officer to any other  officer or agents,  notwithstanding  any  provision
hereof

Section 7. Removal

     Any officer of the  Corporation may be removed at any time, with or without
cause, by the Board of Directors.

Section 8. Action with Respect to Securities of Other Corporations

     Unless otherwise  directed by the Board of Directors,  the President or any
officer of the Corporation  authorized by the President shall have power to vote
and otherwise act on behalf of the  Corporation,  in person or by proxy,  at any
meeting, of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise  any and all rights and powers  which this  Corporation  may possess by
reason of its ownership of securities in such other corporation.

ARTICLE V - STOCK

Section 1. Certificates of Stock

     Each stockholder  shall be entitled to a certificates  signed by, or in the
name  of the  Corporation  by,  the  President,  and by  the  Secretary,  or the
Treasurer,  certifying  the number of shares  owned by him or her. Any of or all
the signatures on the certificate may be facsimile.

Section 2. Transfer of Stock

     Transfer  of  stock  shall be made  only  upon  the  transfer  books of the
Corporation kept at


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an office of the Corporation or by transfer agents designated to transfer shares
of the  stock of the  Corporation.  Except  where a  certificate  is  issued  in
accordance  with  Section  4  of  Article  V of  these  bylaws,  an  outstanding
certificate  for  the  number  of  shares  involved  shall  be  surrendered  for
cancellation before a new certificate is issued therefor.

Section 3. Record Date

     The Board of Directors may fix a record date,  which shall not be more than
sixty nor less than ten days before the date of any meeting of stockholders, nor
more  than  sixty  days  prior  to the  time for the  other  action  hereinafter
described,  as of which  there  shall be  determined  the  stockholders  who are
entitled;  to  notice  of or to  vote  at any  meeting  of  stockholders  or any
adjournment thereof; to express consent to corporate action in writing without a
meeting;  to receive payment of any dividend or other  distribution or allotment
of any rights; or to exercise any rights with respect to any change,  conversion
or exchange of stock or with respect to any other lawful action.

Section 4. Loss, Stolen or Destroyed Certificates

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such  regulations as the Board of
Directors may establish  concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations

     The issue,  transfer,  conversion and registration of certificates of stock
shall be  governed  by such  other  regulations  as the Board of  Directors  may
establish.


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ARTICLE VI - NOTICES

Section 1. Notices

     Except as otherwise  specifically  provided  herein or required by law, all
notices required to be given to any stockholder,  director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery  to the  recipient  thereof,  by  depositing  such notice in the mails,
postage  paid,  or by sending such notice by prepaid  telegram or mailgram.  Any
such notice shall be addressed to such stockholder,  director, officer, employee
or agent at his or her last known  address  as the same  appears on the books of
the  Corporation.  The time when such notice is received,  if hand  delivered or
dispatched, if delivered through the mails or by telegraph or mailgram, shall be
the time of the giving of the notice.

Section 2. Waivers

     A written waiver of any notice, signed by a stockholder, director, officer.
employee  or  agent,  whether  before  or after  the time of the event for which
notice is to be given,  shall be deemed  equivalent to the notice required to be
given to such  stockholder,  director  officer,  employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII - MISCELLANEOUS

Section 1. Facsimile Signatures

     In addition to the  provisions  for use of  facsimile  signature  elsewhere
specifically  authorized in these bylaws,  facsimile signature of any officer or
officers of the  Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.


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Section 2. Corporate Seal

     The Board of Directors may provide a suitable seal. containing, the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or the Secretary, or by the Assistant
Secretary.

Section 3. Reliance upon Books, Reports and Records

     Each  director,  each member of any  committee  designated  by the Board of
Directors and each officer of the  Corporation  shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the Corporation,  including  reports made to the Corporation by
any of its officers,  by an independent  certified public  accountant,  or by an
appraiser selected with reasonable care.

Section 4. Fiscal Year

     The  fiscal  year of the  Corporation  shall be as  fixed  by the  Board of
Directors.

Section 5. Time Periods

     In applying any provision of these bylaws which require that an act be done
or not done a specified  number of days prior to an event or that an act be done
during a period of a specified  number of days prior to an event,  calendar days
shall be used, the day of the doing of the act shall be excluded, and the day of
the event shall be included.


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ARTICLE VIII - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1. Right to Indemnification

     Each person who was or is made a party or is  threatened to be made a party
to or is otherwise  involved in any action,  suit or proceeding,  whether civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason of the fact that he or she is or was a director,  officer,  [employee  or
agent] of the Corporation or it or was serving at the request of the Corporation
as a  director,  officer,  employee  or agent  of  another  corporation  or of a
partnership,  joint venture, trust or other enterprise,  including services with
respect to an employee benefit plan (hereinafter an  "indemnitee"),  whether the
basis  of such  proceeding  is  alleged  action  in an  official  capacity  as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent or in any other capacity while serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Nevada  Corporation Act,
as the same exists or may  hereafter  be amended  (but,  in the case of any such
amendment,  only to the extent that such  amendment  permits the  Corporation to
provide broader  indemnification  rights than such law permitted the Corporation
to provide  prior to such  amendment),  against all expense,  liability and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee  who has ceased to be a director,  officer,  employee or agent and
shall  insure  to  the  benefit  of  the   indemnitee's   heirs,   executor  and
administrators,  provided, however, that, except as provided in Section 2 hereof
with  respect  to  proceedings  to  enforce  rights  to   indemnification,   the
Corporation  shall indemnify any such indemnitee in connection with a proceeding
(or part thereof)  initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the board of directors of the Corporation.  The right
to indemnification conferred in this Section shall be a contract right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending,  any such proceeding in advance of its final disposition (hereinafter
an  "advancement  of  expenses");   provided,   however,  that,  if  the  Nevada
Corporation Act requires,  an advancement of expanses  incurred by an indemnitee
in his or her capacity as a director or officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  service  to an  employee  benefit  plan)  shall be made  only  upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no


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further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section otherwise.

Section 2. Right of Indemnitee to Bring Suit

     If a claim  under  Section  I of this  Article  is not  paid in full by the
Corporation  within  sixty days after a written  claim has been  received by the
Corporation  except in the case of a claim for an  advancement  or  expenses  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful  in whole or in part in any such suit or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expense of  prosecuting  or defending  such suit. In (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense  that and (ii) in any suit by the  Corporation  to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such  expenses upon a final  adjudication  that the
indemnitee  has not met the  applicable  standard  of  conduct  set forth in the
Nevada  Corporation Act.  Neither the failure of the Corporation  (including its
board of directors independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the  circumstances  because the  indemnitee  has met the
applicable  standard  of  conduct  set forth in the Nevada  Corporation  Act nor
actual deter.


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