EXH10-26

                            SHARE PURCHASE AGREEMENT

         THIS AGREEMENT  made as of this 13th day of April,  1995 between MIDDLE
EAST SPECIALIZED CABLES CO. ("the Purchaser") and FIBERCORE,  INCORPORATED ("the
Company") a Nevada Corporation.

         WHEREAS  the  Purchaser  with  others  entered  into  a  Joint  Venture
Agreement  Term Sheet  dated  March  14th,  1995 (the "JV Term  Sheet")  for the
formation  of Middle  East Fiber  Cables Co.  ("MEFC")  in the  Kingdom of Saudi
Arabia to engage in the  manufacture  and sale of fiber optic cable products and
to sell and  distribute  such products  throughout  the Middle East,  Africa and
Turkey; and

         WHEREAS  pursuant  to the JV Term Sheet MEF is  required to confirm the
purchase  of  shares  of the  Company's  common  stock  (the  "Shares")  and the
Purchaser and MEF desire that the Purchaser  acquire such Shares pursuant to the
terms and conditions of this agreement;

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

1.       Offer.

1.1 The Purchaser  hereby agrees to subscribe for and purchase 200,000 shares of
the  Company at the  purchase  price of $5.00 per share in two blocks of 100,000
shares subject to the conditions hereinafter set forth;

1.2 Upon  execution and delivery of this agreement by both parties the Purchaser
will pay to the Company the sum of $500,000  against delivery of the first block
of 100,000  shares of the Company  subject to the terms and  conditions  of this
offer (the "first closing").

1.3 Upon  acceptance of the offer and in addition to the delivery of the 100,000
shares of FiberCore to the Purchaser, the Company shall:

         a)       deliver   into   escrow   85,000   shares  of   FiberCore   in
                  consideration  of the Purchaser  and its partners  agreeing to
                  enter into a contract  for the  exclusive  supply of FiberCore
                  products to the MEFC Joint Venture. The escrowed shares are to
                  be released to the Purchaser upon the completion and execution
                  of the product supply contract between the Company and MEFC.

         b)       deliver into escrow 150,000  warrants,  granting the Purchaser
                  the right to purchase 150,000 common shares of FiberCore for a
                  purchase  price of $6.00 per share  exercisable in whole or in
                  part at any time within a 2 year period. The escrowed warrants
                  to be delivered as further consideration for the purchaser and
                  its  partners  agreeing  to enter  into the  contract  for the
                  exclusive  supply  of  FiberCore  products  to the MEFC  Joint
                  Venture.  The warrants  are to be  delivered to the  Purchaser
                  immediately   following   execution  of  the  product   supply
                  agreement by the MEFC Joint Venture.


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         c)       deliver into escrow  65,000 shares of FiberCore to be released
                  to the purchaser immediately upon the Purchaser exercising its
                  rights  to  purchase  shares  pursuant  to  the  terms  of the
                  warrants referred to in clause 1.3 (b).

1.4 The offer for the second  block of shares is  conditional  upon the  parties
hereto reaching an agreement as to the terms of a joint venture company,  Middle
East Fiber  Cables Co.  ("MEFC") to be formed in the Kingdom of Saudi  Arabia to
engage  in the  manufacture  and sale of fiber  optic  products  and to sell and
distribute such products throughout the Middle East, Africa and Turkey.

1.5  Upon  execution  by all of the  partners  of MEFC  of all of the  documents
required to complete the formation MEFC and to define the respective  interests,
obligation and restrictions on each of the joint venture partners  including the
exclusive  product supply agreement with the Company,  Purchaser will pay to the
Company  the further sum of  $500,000  against  delivery of the second  block of
100,000  shares  subject to the terms and  conditions of this offer (the "second
closing") and the Vendor shall cause to be delivered to the Purchaser:

         a)       the 85,000  shares of the  Company  referred  to in clause 1.3
                  (a);

         b)       the 150,000 warrants referred to in clause 1.3 (b);

         c)       confirmation by the escrow agent that the 65,000 shares of the
                  Company  are being held for release to the  purchaser  pending
                  exercise of the warrants referred to in clause 1.3 (b).

2.       Acceptance.

2.1  The  Company  agrees  to  sell  to  the  Purchaser  200,000  Shares  at the
subscription  price of $5.00 per  Share in two  blocks of  100,000  Shares  each
subject to the terms and  conditions  of this offer and to deliver  the  150,000
shares of the Company and the 150,000 warrants referred to in clause 1.3 (a) (b)
and (c) to an escrow agent approved by the purchaser. The Company further agrees
that upon  receipt of the purchase  price of the second block of 100,000  shares
the entire amount of the said purchase price ($500,000.00) for the said block of
shares shall be invested in MEFC as a capital  contribution to the joint venture
by Company or its wholly  owned  subsidiary  and the  company or its  subsidiary
shall acquire a 20% interest in MEFC upon payment of the said funds.

3.       Delivery of Shares and Warrants.

3.1 At the first closing upon payment of the purchase  price for the first block
of 100,000 shares,  the Company shall deliver to the Purchaser one or more stock
certificates  registered  in the  name  of the  Purchaser,  an  executed  escrow
agreement  and a  confirmation  from the  escrow  agent  that the shares and the
warrants  referred to in clause 1.3 have been  delivered to the escrow agent for
release pursuant to the terms of this Agreement.  Within two business days prior
to the first closing,  the Purchaser  shall notify the Company in writing of the
names in which all shares and warrants are to be registered.


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3.2 At the second  closing and upon payment of the purchase price for the second
block of Shares,  the Company  shall  deliver to the Purchaser one or more stock
certificates registered in the name of the Purchaser or in such name or names as
may be designated  by the  Purchaser  and delivery of the shares  referred to in
clause 1.3 (a) and the warrants  referred to in clause 1.3 (b) registered in the
name of the  Purchaser  or in such  name or  names as may be  designated  by the
Purchaser.

4.       Representations and Warranties of the Company.

4.l 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  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.  The Company is duly qualified as a foreign corporation in each
jurisdiction  in which  ownership  of its property or the nature of its business
requires such  qualification  and where the failure to be so qualified  would be
material to the Company.

         (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,   its  Director  and  Stockholders   necessary  for  the
authorization,  execution,  delivery,  and  performance of this Agreement by the
Company, the authorization,  sale, issuance,  and delivery of the Shares 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 binding  obligation of the Company  enforceable  in accordance
with its terms.  The  issuance  of the  securities  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 party or by which it is
bound.

         (c)  Capitalization,  Status of Capital Stock.  The Company has a total
authorized  capitalization consisting of 20,000,000 shares of Common Stock, $.01
par value, of which 6,594,264 shares are issued and outstanding. All outstanding
shares of Common  Stock have been duly and validly  authorized  and issued,  are
fully paid and  nonassessable  and were not issued in violation of or subject to
any  preemptive  or other  similar  rights  to  subscribe  for or  purchase  any
securities.  The Shares,  when issued and delivered in accordance with the terms
hereof will be duly authorized,  validly issued,  fully-paid and non-assessable.
The Company will reserve 400,000 shares of its common stock for issuance under a
Stock Option Plan. All issued and


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outstanding  warrants  options  or other  agreements  to  acquire  shares of the
Company are set forth in  Schedules  "A" and "B" hereof and these  shares,  when
issued and  delivered in accordance  with the terms of the warrants,  options or
other  agreements  will be duly  authorized,  validly  issued,  fully  paid  and
non-assessable.  AMP  Incorporated is lending  $5,000,000 to the Company and has
the right to  convert  the loan into  common  stock  pursuant  to the term sheet
attached  hereto  as  Schedule  "B"  subject  to the  approval  of the  Board of
Directors of the both  companies.  Except as provided or described in this Stock
Purchase Agreement, there is no other option, warrant,  conversion privilege, or
other contractual rights presently  outstanding to purchase or otherwise acquire
any  authorized  but unissued  shares of the  company's  capital  stock or other
securities of the Company.

         (d)  Disclosure.  To the Company's  knowledge and belief,  neither this
Agreement,  the Private  Placement  Memorandum  dated  October  12th,  1994 (the
"Memorandum")  as  supplemented  by  this  Agreement  nor any  other  agreement,
document,  certificate or written statement  furnished to the Purchaser by or on
behalf of the Company in connection  with the  transaction  contemplated  hereby
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements  contained  herein or therein not
misleading. There is no material fact within the special knowledge of any of the
executive  officers of the  Company  which has not been  disclosed  herein or in
writing by them to the  Purchaser  and which  materially  adversely  affects the
business, properties, assets or condition of the Company.

         (e) Government Approvals. No authorization, consent, approval, license,
exemption,  from or  filing  of  registration  with any  court  of  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, for the offer, issue, sale and delivery of the shares, or for
the performance by the Company of its obligations  under this Agreement,  except
for certain filing 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.

         (f)  Litigation.  There  is  no  material  litigation  or  governmental
proceeding  or  investigation  pending  or,  to the  knowledge  of the  Company,
threatened  against the Company  affecting any of its  properties or assets,  or
against any officer,  key employee or the Company,  nor, to the knowledge of the
Company,  has there  occurred any event or does there exist any condition on the
basis of which any  litigation,  proceeding or  investigation  might properly be
instituted.  The  Company is not in  default  with  respect to any order,  writ,
injunction,  decree, ruling or decision of any court, commission, board or other
government agency applicable to it. There are no actions or proceedings  pending
or  threatened or any basis  therefore  known to the Company which might result,
either in any case or in the  aggregate,  in any material  adverse change in the
business,  operations,  affairs  or  condition  of the  Company or in any of its
properties  or assets,  or which  might call into  question  the  ability of the
Company to consummate the transactions contemplated by this Agreement.

         (g) Compliance with Other Instruments.  Neither the execution, issuance
and  delivery of this  Agreement  or the  shares,  nor the  consummation  by the
Company of any transaction


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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.

         (h) Taxes. The Company has prepared and timely filed all federal, state
and  other  tax  return  required  by law to be  filed  by it,  has paid or made
provisions  for the  payment  of all  taxes  known to be due and all  additional
assessments,  and  adequate  provision  has been made for all current  taxes and
other charges to which the Company is subject.

         (i)  Indebtedness.  Except for the accrued  expenses of this  offering,
patent  reviews and  filing,  or expenses  incurred  in the  ordinary  course of
business since  December 31, 1994,  the Company has no outstanding  indebtedness
and it is not in default of any contract or agreement of the Company.

         (j) Financial  Statements.  The audited  financial  statements  for the
period  ending  December  31, 1993  attached to the  Memorandum  and the related
statements of shareholders equity and cash flows and notes thereto, all of which
are  accompanied  by the  related  audit  opinion of the  Company's  independent
certified public  accountants,  Mottle,  McGrath & Company and unaudited Balance
Sheet, Income Statement, Cash Flow and Administrative Expenses for period ending
December 31st,  1994 have been prepared in accordance  with  generally  accepted
accounting  principals  applied  on a  consistent  basis  throughout  the period
covered by such statements and present fairly the Company's  financial condition
and  results  of  operations  and  statements  of  cash  flows  as of the  dates
indicated. Except as otherwise disclosed herein, since December 31st, 1994 there
has not been:

                  (i)      any  change  in the  assets,  liabilities,  financial
                           condition,  or  operations  of the Company  from that
                           reflected in the Financial  Statements except changes
                           in the  ordinary  course of  business  which have not
                           been,  either  in  any  individual  case  or  in  the
                           aggregate, materially adverse;

                  (ii)     any  change,   except  in  the  ordinary   course  of
                           business,  in  the  contingent   obligations  of  the
                           Company,  whether  by way of  guaranty,  endorsement,
                           indemnity, warranty, or otherwise;

                  (iii)    any  damage,  destruction,  or loss,  whether or note
                           covered  by  insurance,   materially   and  adversely
                           affecting the properties or business of the Company;

                  (iv)     any  declaration  or payment of any dividend or other
                           distribution of the assets of the Company;

                  (v)      any labor organization activity; or


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                  (vi)     to the best of the  Company's  knowledge,  any  other
                           event  or  condition  of  any  character   which  has
                           materially  and  adversely   affected  the  Company's
                           assets,   liabilities,    financial   condition,   or
                           operations.

         (k) Patents  and Other  Intangible  Rights.  The  Company  owns,  or is
licensed to use, rights to all patents, trade names, service marks,  trademarks,
copyrights,  and other intellectual  property necessary to carry on its business
as  currently  conducted  or  proposed  to be  conducted  as  described  in  the
Memorandum,  with any such  licensed  rights  being  adequate  both in scope and
duration for such purposes. Except as may be disclosed in the Memorandum, to the
best of its knowledge  the Company is not  infringing  upon or otherwise  acting
adversely  to any right or claimed  right of any person under or with respect to
any patents, patent rights, trademarks,  service marks, copyrights, trade names,
or any other  third-party  rights except for such  infringement or other adverse
action  which  would  not,  individually  or in the  aggregate,  have a material
adverse effect on the financial condition or business of the Company.

5.       Purchaser Representations

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

         (a) The  execution  of this  Share  Purchase  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 Shares for it own  account,  for
investment, and not with a view to any "distribution" thereof within the meaning
of the Securities Act of 1933, as amended (the "Act");

         (c) The  Purchaser  understands  that  because the Shares have not been
registered  under the Act,  it cannot  dispose of any of the Shares  unless such
Shares  are  subsequently  registered  under  the Act or  exemptions  from  such
registration are available. The Purchaser acknowledges,  and understand that, it
has no right to require  the  Company to  register  the  Shares.  The  Purchaser
further  understands that the Company may, as a condition to the transfer of any
of the  Shares,  require  that the request for  transfer  be  accompanied  by an
opinion of counsel,  in form and substance  satisfactory to the Company,  to the
effect that the  proposed  transfer  does not result in a violation  of the Act,
unless such transfer is covered by an effective registration statement under the
Act. The Purchaser understands that each certificate representing the Securities
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  for  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,  the  memorandum  and  related  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
and 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, or
that is necessary to verify the accuracy of the other information obtained.  The
Purchaser or its purchaser  representative has examined the Memorandum and other
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  constitute,  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 risks of
investing in the shares,  and acknowledges  that it is able to bear the economic
risks of this investment. Further, the Purchaser understands all matters in this
Agreements.

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

6.       Covenants of the Company

6.1 Annual Reports. The Company agrees to use its best efforts to deliver to the
Purchaser,  as soon as practicable  after the end of each fiscal year and in any
event within 120 days thereafter, a consolidated balance sheet of the Company as
at the end of such fiscal  year,  a  consolidated  Statement of 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 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 affairs and finances with its
officers,  all upon reasonable  notice to the Company,  at such reasonable times
and as often as may be reasonably 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 any shares.

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 Agreement,
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
therefor.

9.       Conditions to Obligations of Purchaser

         The  obligation of the Purchaser to purchase the Shares on the dates of
the first  closing and the second  closing is subject to the  fulfillment  on or
prior to each such closing of the following conditions,  any or all of which may
be waived at the option of the Purchaser:

9.1 Representations  and Warranties Correct.  The representations and warranties
made by the  Company  in  Section  4 hereof  shall be true  and  correct  in all
material  respects on the date of the first closing and the second  closing with
the same force and affect as if they had been made on and as of the said dates.

9.2  Covenants.  All  covenants,  agreements  and  conditions  contained in this
Agreement  to be  performed  by the Company on or prior to the date of the first
closing and second  closing  shall have been  performed or complied  with in all
material respects.

9.3  Opinion of  Company's  Counsel.  The  Purchaser  shall have  received  from
Cadwalader,  Wickersham & Taft, counsel to the Company,  an opinion addressed to
it, dated the date of each closing substantially to the effect that:

         (a) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada,  and has all
requisite  corporate  power and authority to own its  properties and conduct its
business;

         (b) The authorized  capital stock of the Company consists of 20,000,000
shares of Common Stock, $0.01 per value per share;

         (c) The  certificates  evidencing the Shares to be delivered  hereunder
are in due and proper  form  under  Nevada  law,  and when duly  authorized  and
delivered to the Purchaser or upon the Purchaser's  order against payment of the
agreed  consideration   therefor  in  accordance  with  the  provision  of  this
Agreement,  the Shares  represented  thereby will be duly authorized and validly
issued, fully paid and nonassessable,  will not have been issued in violation of
or  subject  to any  preemptive  rights  or,  to such  counsel's  knowledge,  in
violation of any other rights to subscribe for or purchase securities;

         (d) Assuming  compliance by the Company and by the Purchaser  with this
Agreement,  the offer,  sale and issuance of the Shares in  conformity  with the
terms of the Agreement will not require  registration under the U.S.  Securities
Act of 1933 as amended;

         (e) The Company has the  requisite  corporate  power and  authority  to
enter into this  Agreement  and to sell and deliver the Shares to be sold by it;
this Agreement has been duly and validly  authorized by all necessary  corporate
action by the Company,  has been duly and validly  executed and delivered by and
on behalf of the Company,  and is a valid and binding  agreement of the Company,
enforceable in accordance with its terms;

         (f)  The  execution  and   performance   of  this   Agreement  and  the
consummation  of the  transactions  herein  contemplated  will not  violate  any
statute,  rule or  regulation,  or, to such counsel's  knowledge,  any judgment,
decree or order of any court or governmental  body having  jurisdiction over the
Company or any of its property;

9.4 No Order Pending.  There shall not then be in affect any order  enjoining or
restraining the transactions contemplated by this Agreement.

9.5 No Law  Prohibiting or Restricting  Such Sale.  There shall not be in effect
any law, rule or regulation  prohibiting or restricting  such sale, or requiring
any  consent or approval  of any person  which  shall not have been  obtained to
issue the Shares.

9.6 Certificate Regarding Corporate Authority.  The Company shall have delivered
to the Purchaser the resolutions of the company's Board of Directors authorizing
the execution and performance of this Agreement,  in each case certified to be a
true  and  correct  copy by the  Secretary  of the  Company,  together  with the
certification that each resolution and actions have not been modified or amended
and remain in full force and effect.


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9.7 Compliance Certificate.  The Company shall have delivered to the Purchaser a
certificate  executed on behalf of the Company by the  Chairman of the Board and
Chief  Executive  Officer  and Chief  Financial  Officer of the  Company on each
closing  date  certifying  to the  fulfillment  of the  conditions  specified in
Sections 9.1 and 9.2.

10.      Conditions to Obligations of the Company.

         The  Company's  obligation to sell and issue the shares at each Closing
is  subject to the  fulfillment  on or prior to such  closing  of the  following
conditions, any or all of which may be waived at the option of the Company:

10.1  Representations and Warranties Correct. The representations and warranties
made by the  Purchaser  in  Section 5 hereof  shall be true and  correct  in all
material  respects on the date of such closing with the same force and affect as
if they had been made on and as of that date.

10.2  Covenants.  All covenants,  agreements  and  conditions  contained in this
Agreement  to be  performed  by the  Purchaser  on or  prior to the date of such
closing shall have been performed or complied with in all material respects.

10.3 No Order Pending.  There shall not then be in affect any order enjoining or
restraining the transactions contemplated by this Agreement.

10.4 No Law Prohibiting or Restricting  Such Sale.  There shall not be in effect
any law, rule or regulation  prohibiting or restricting  such sale, or requiring
any  consent or approval  of any person  which  shall not have been  obtained to
issue the Shares.

11.      Transferability

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

12.      Miscellaneous

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

         Middle East Specialized Cables Co.,
         P.O. Box 60536
         Riyadh 11555, Saudi Arabia
         or sent by facsimile transmission to #966-1-493-5818


<PAGE>



and to the Company at:

         174 Charlton Road
         P.O. Box 206
         Sturbridge, MA 01566

or sent by facsimile transmission to (508) 347-2778

12.2  Governing  Law.  This  Share  Purchase  Agreement  shall be  construed  in
accordance with the governed by the laws of the  Commonwealth  of  Massachusetts
without giving effect to the conflict of laws.

12.3 Entire  Agreement.  This Share Purchase  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.

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

12.5 Headings.  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.

12.6 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.

12.7  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.

12.8 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.


<PAGE>



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

                                     MIDDLE EAST SPECIALIZED CABLES CO.

                                     per:___/s/___________________________


                                     FIBERCORE, INC.

                                     per:___/s/___________________________

                                     Witness: ___/s/_______________________
                                                       Charles DeLuca