EXHIBIT 10.61

                       NOTE PURCHASE AND WARRANT AGREEMENT

         THIS AGREEMENT  made as of this 16th day of April 1997 between  Techman
International  Corp.  ("the  Purchaser")  and FIBERCORE,  INC. ("the Company") a
Nevada Corporation.

         WHEREAS, the Purchaser and the Company have agreed to purchase and sale
of the Company's $250,000 note (the "Note"); and

         NOW THEREFORE,  in  consideration  of the premises and mutual covenants
and agreements herein contained, the parties agree as follows:

1.       Offer
         -----

         1.1 The  Purchaser  hereby  agrees to purchase  the Note subject to the
conditions hereinafter set forth;

         1.2 Upon  execution and delivery of this  Agreement by both parties and
the  execution  and  delivery  of the Note  (Exhibit  A) by the  Company  to the
Purchaser, the Purchaser will pay to the Company the sum of $250,000.

         1.3 In addition to the  foregoing,  the  Company  grants the  Purchaser
warrants (the  "Warrant")  granting the Purchaser the right to purchase  115,220
common shares of the Company for a purchase price of $0.78 per share exercisable
in whole or in part at any time within a five-year period to April 16, 2002.

2.       Acceptance
         ----------

         2.1 The Company agrees to sell to the Purchaser the Note subject to the
terms and conditions of this Agreement and to grant the Warrants  referred to in
clause 1.3.

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

         3.1 Upon payment of the  purchase  price for the Note,  this  agreement
shall constitute the Warrants registered in Purchaser's name.

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

         4.1 The Company  hereby  represents and warrants to, and covenants with
the Purchaser as follows:

         (a)  Organization  and  Standing  of  the  Company.  The  Company  is a
corporation  duly organized and validly  existing under the laws of the State of
Nevada and is in good standing



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under  such  laws.  The  Company  is not in  violation  of  its  Certificate  of
Incorporation  or Bylaws.  The Company  has all  requisite  corporate  power and
authority for the ownership and operation of its properties  and assets,  and to
carry on its business as presently conducted or now proposed to be conducted.

         (b) Corporate Action. The Company has all the necessary corporate power
and has taken the corporate  action required to enter into this Agreement and to
consummate the  transactions  contemplated  hereby.  All corporate action on the
part of the Company for the authorization,  execution,  delivery and performance
of this  Agreement  by the  Company,  the  authorization,  sale,  issuance,  and
delivery  of the  Note  and  Warrants  and  the  performance  of  the  Company's
obligations  hereunder has been taken. This Agreement has been duly executed and
delivered by the Company and constitutes a legal,  valid and biding  obligations
of the Company  enforceable  in accordance  with its terms.  The issuance of the
Note and Warrant  does not require any  further  corporate  action,  will not be
subject  to  preemptive  rights  or other  preferential  rights  in any  present
stockholders  of the Company and will not conflict  with any  provisions  of any
agreement to which the Company is a part or by which it is bound.

         (c) Government Approvals. No authorization, consent, approval, license,
exemption,  from or  filing  of  registration  with any  court  or  governmental
department,  commission, board, bureau, agency or instrumentality,  domestic, or
foreign,  is or will be necessary  for the execution and delivery by the Company
of this Agreement,  and except for certain filings under state  securities laws,
the  offer  and  sale  of the  shares  will  be  exempt  from  the  registration
requirements of applicable federal and state securities laws.

         (d) Compliance with Other Instruments.  Neither the execution, issuance
and delivery of this Agreement or the Note, nor the  consummation by the Company
of any transaction contemplated hereby or thereby,  constitutes or results in or
will  constitute or result in a default or violation of any term or provision of
the charter and By-laws of the Company,  as amended and in effect, and the terms
and  provisions  of the  mortgages,  indentures,  leases,  agreements  and other
instruments and of all judgments,  decrees, governmental orders, statutes, rules
or regulations by which the Company or its properties are bound.

5.       Purchaser Representations
         -------------------------

         5.1 In connection with this subjection,  the Purchaser hereby makes the
following acknowledgment and representations:

         (a) The  execution of this  Agreement  has been duly  authorized by all
necessary  action  on the part of the  Purchaser,  has been  duly  executed  and
delivered, and constitutes a valid, legal, binding, and enforceable agreement of
the Purchaser;

         (b) The  Purchaser is  acquiring  the Note and the Warrants for its own
account,  for  investment,  and not  with a view to any  "distribution"  thereof
within the meaning of the Securities Act of 1933, as amended (the "Act");




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         (c) The  Purchaser  understands  that because the Note and the Warrants
have not been registered under the Act, it cannot dispose of any of the Note and
Warrants unless such Note and the Warrants are subsequently registered under the
Act  or  exemptions  from  such   registration   are  available.   The  Purchase
acknowledges,  and  understands  that, it has no right to require the Company to
register under the Act or exemptions from such  registration are available.  The
Purchase  acknowledges,  and  understands  that,  it has no right to require the
Company to register the Note,  the Warrants or any shares  obtained  through the
conversion or exercise of the foregoing.  The Purchaser further understands that
the Company  may, as a condition to the transfer of any of the Note or Warrants,
require that the request for transfer by  accompanied  by an opinion of counsel,
in form and  substance  satisfactory  to the  Company,  to the  effect  that the
proposed  transfer  does not  result  in a  violation  of the Act,  unless  such
transfer is covered by an effective  registration  statement  under the Act. The
Purchaser  understands that each  certificate  representing the shares will bear
the following legend or one substantially similar thereto:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933.  These  securities have been acquired
         by investment and not with a view to  distribution  or resale,  and may
         not be sold, mortgaged,  pledged, hypothecated or otherwise transferred
         without an effective  registration  statement for such shares under the
         Securities  Act of 1933, or an opinion of counsel  satisfactory  to the
         corporation that registration is not required under such Act.

         (d) The  Purchaser  understands  the offering is being made pursuant to
the exemption from registration with the Securities and Exchange Commission (the
"Commission") afforded by Section 4(2) of the Act and/or Regulation D adopted by
the Commission  relating to  transactions  by an issuer not involving any public
offering,   and  similar   federal,   state,   and  foreign  laws  or  policies.
Consequently, any offering materials have not been subject to review and comment
by the staff of the commission or by any state or foreign securities commission.

         (e)  The  Purchaser   acknowledges  that  during  the  course  of  this
transaction  and prior to sale, it has had the  opportunity  to ask questions of
any receive answers from the Company  concerning the terms and conditions of its
investment,  and to obtain any  additional  information of the same kind that is
specified in part I of a registration  Statement on Form SB-2 under the Act. The
Purchaser or its purchaser representative has examined the information furnished
by the Company and, through discussions and examination of such materials as the
Purchaser has requested,  has obtained sufficient information upon which to make
an  investment  decision.  The Purchaser is familiar with the type of investment
which  the  shares  constitutes,  and has  reviewed  the merit and risks of this
investment to the extent deemed  advisable by the  Purchaser.  The Purchaser has
such  knowledge  and  experience  in financial  and business  affairs that it is
capable of  evaluation  the  merits and risk of  investing  in the  shares,  and
acknowledges  that it is able to hear the  economic  risks  of this  investment.
Further, the Purchaser understands all matters in the Agreement.

         (f) The  investment in the Company by the Purchaser does not constitute
a principal portion of the Purchaser's total assets and the Purchaser is able to
afford a complete loss of the investment contemplated herein.




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6.       Covenants of the Company
         ------------------------

         6.1  Annual  Reports.  The  Company  agrees to use its best  efforts to
deliver to the Purchaser,  as soon as  practicable  after the end of each fiscal
year and in any event within 120 days thereafter,  a consolidated  balance sheet
of the Company as at the end of such fiscal  year, a  consolidated  Statement of
Cash Flow of the Company for such year,  prepared in accordance  with  generally
accepted accounting  principles  consistently  applied and setting forth in each
case in  comparative  form the  figures for the  previous  fiscal  year,  all in
reasonable detail and certified by independent  public  accountants  selected by
the Company.

         6.2 Quarterly  Reports.  The Company  agrees to use its best efforts to
deliver to the  Purchaser  as soon as  practicable  after the end of each of the
first three quarterly fiscal periods in each fiscal year and in any event within
60 days thereafter, a consolidated balance sheet of the Company as at the end of
such period, a consolidated statement of operations and a consolidated statement
of Cash Flow of the Company for such period, in each case prepared in accordance
with generally accepted accounting  principles  consistently applied and setting
forth in  comparative  form the  figures  for the  corresponding  periods of the
previous fiscal year, all in reasonable detail and certified; subject to changes
resulting  from audit  adjustments,  by the  principal  financial or  accounting
officer of the Company.

         6.3   Inspection.   The  Company   agrees  to  permit  any   authorized
representative  of the  purchaser to visit the Company to discuss its affair and
finances with its officers,  all upon reasonable notice to the Company,  at such
reasonable times and as often as may be reasonable requested.

         6.4 Purchaser's Right to Receive Reports. The Company shall deliver the
reports or give the rights  specified in Paragraph  6.1.,  6.2., and 6.3. to the
Purchaser  until the  earlier of (I) the  closing  date of the  Company's  first
underwritten  public offering  pursuant to an effective  registration  statement
filed under the Act; or (ii) until the Purchaser no longer holds the Note or any
Warrants.

7.       No Waiver
         ---------

         7.1   Notwithstanding   any   of   the   representations,   warranties,
acknowledgments  or agreements made herein by the Purchaser,  the Purchaser does
not thereby or in any other manner waive any rights  granted to it under Federal
and state securities laws.

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

         Notwithstanding any investigation made by any party to this Agreements,
all covenants,  agreements  representations,  and warranties made by the Company
and the  Purchaser  herein shall survive the  execution of this  Agreement,  the
delivery  to the  Purchaser  of the  shares  being  purchased  and  the  payment
therefore.




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9.       Transferability
         ---------------

         9.1 The purchaser  agrees not to transfer or assign this Agreement,  or
any of its interest  herein,  and further agrees that nay assignment or transfer
of the shares shall be made only in accordance with  applicable  securities laws
and that an appropriate legend with respect thereto may be placed by the Company
on any certificate evidencing such shares.

10.      Miscellaneous
         -------------

         10.1  Notices.  All  notices  or  other  communications  given  or made
hereunder shall be in writing and shall be delivered to the Purchaser at:

         240 Sturbridge Road
         Box 727
         Charlton City, MA 01508-0727

and to the Company:

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

         10.2  Governing  Law. This  Agreement  shall be construed in accordance
with the laws of the Commonwealth of Massachusetts  without giving effect to the
conflict of laws.

         10.3 Entire Agreement.  This Agreement constitutes the entire agreement
between the parties  hereto with respect to the subject matter hereof and may be
amended only by a writing executed by all parties.

         10.4  Changes.  This  Agreement  may not be modified or amended  except
pursuant to an instrument in writing signed by the Company and by the Purchaser.

         10.5 Heading.  The headings of the various  sections of this  Agreement
have been inserted for  convenience of reference only and shall not be deemed to
be part of this Agreement.

         10.6  Severability.  In case any provision  contained in this Agreement
should be invalid,  illegal,  or  unenforceable  in any respect,  the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired thereby.

         10.7  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  each of which shall constitute an original, but all of which when
taken together, shall constitute but one instrument,  and shall become effective
when  one or more  counterparts  have  been  signed  by each  party  hereto  and
delivered to the other party.




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         10.8 Pronouns.  All pronouns shall be deemed to refer to the masculine,
feminine neuter,  singular or plural,  as the identity of the person or persons,
firm or other entity may require in the context thereof.

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

Techman International Corp.           FIBERCORE, INC.





BY:/s/  M. Mahmud Awan                BY:/s/  Michael J. Beecher
   ---------------------------------    ----------------------------------------
         Dr. M. Mahmud Awan
         President                    TITLE: Chief Financial Officer & Treasurer




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EXHIBIT A - TO THE NOTE PURCHASE AND WARRANT AGREEMENT
------------------------------------------------------

PROMISSORY NOTE

$250,000                                                  STURBRIDGE, MA
DUE:  APRIL 16, 2000                                      DATED:  APRIL 16, 1997

FOR VALUE RECEIVED,  FiberCore,  Inc., a Nevada  corporation  ("Payor"),  hereby
unconditionally  promises  to pay to the order of  Techman  International  Corp.
("Payee") 240 Sturbridge Rd., Charlton City, MA 01508-0727, the principal sum of
TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000)  together with any unpaid interest
thereon, on April 16, 2000.

         This Note  shall bear  interest  at the  initial  rate of 9.50% for the
period April 16, 1997 to June 30, 1997.  Thereafter  the note will bear interest
for each  3-month  period  beginning  July 1,  1997,  at the  rate of the  prime
interest  rate as  published  in the Wall  Street  Journal on the  business  day
immediately preceding the 3-month period plus one-percent (1%). Interest will be
payable  quarterly on the 1st day of the month  following  the 3-month  interest
period (July1, October 1, January 1 and April 1) during the term hereof.

         In the event the Payor is unable to make the interest payments when due
the Payor  agrees to pay an  additional  amount  equal to 1/2 of 1% (.5%) on the
then outstanding  principal as a late payment fee. In no event,  however,  shall
the  failure of the Payor to make an  interest  payment  when due be an event of
default.  All principal and unpaid interest shall be due at maturity,  April 16,
2000.

         This  Promissory Note may be prepaid in whole or in part at any time or
from time to time without penalty or premium,  together with interest accrued on
the amount so prepaid.

         The  principal  amount of this  Promissory  Note and  interest  accrued
thereon shall become immediately due and payable, without presentation, protest,
notice or further demand, all of which are expressly waived, in the event of the
filing by or against the Payor of a petition in bankruptcy or  reorganization or
insolvency.  No event of default shall occur until Payor receives written notice
of an alleged  default and, after 30 days, such default has not been remedied or
cured.

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

FiberCore, Inc.

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




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