EXH10-32

                             JOINT VENTURE AGREEMENT


THIS JOINT  VENTURE  AGREEMENT  is made and entered to this 11th day of Ramadan,
1416H (corresponding to the 31st day of January, 1996G) by and among:

1.   MR. MOHAMED SULIMAN ABDULLAH AL NAMLA a Saudi National having identity card
     No.  17719  dated  29/611379,  issued in Riyadh,  with an  occupation  as a
     businessman,  born in 1377H, residing in Riyadh with an address at P.O. Box
     517 Riyadh 11421 (the "First party");

2.   MR. .MOHAMED ALI ABDULLAH AL SOWAILEM a Saudi National having identity card
     No. 7,  dated  13/9/1386H~  issued in  Bakriyah,  with an  occupation  as a
     businessman, born in 1346H, residing in Riyadh, with an address at P.O. Box
     1799 Riyadh 11441 (the "Second Party");

3.   MR. ISMAIL FAWZI ISMAIL ABU KHADRA a Saudi  National  having  identity card
     No.  464 dated  28/12/1384H,  issued in  Jeddah,  with an  occupation  as a
     businessman born in 1349H,  residing in Riyadh, with an address at P.O. Box
     1799 Riyadh 11441 (the "Third Party");

4.   MR.  MANSOUR ABDUL AZIZ MOHAMED a Saudi National  having  identity card No.
     103582  dated  21/12/1385H,  issued  IN  Mekkah,  with an  occupation  as a
     businessman, born in 1374H, residing in Riyadh. with an address at P.O. Box
     34 Riyadh 1 1411 (the "Fourth Party");

5.   ROYLE MID EAST LTD., a company organized and existing under the laws of the
     Cayman Islands with an address of P.O. Box 3059) S.M.B.  George Town. Grand
     Cayman. Cayman Islands. BWI (the "Fifth Party); and

6.   FIBERCORE MID EAST LTD., a company organized and existing under the laws of
     the Cayman  Islands with an address of P.O.  Bow 30592 S.M.B.  George Town,
     Grand Cayman, Cayman Islands, BWI (the "Sixth Party").

WHEREAS,  the First,  Second.  Third and Fourth  Parties formed and are the sole
owners of Middle East Fiber Optic Cable  Manufacturing  Company Limited, a Saudi
Arabian limited  liability  company with Commercial  Registration No. 1010136511
issued in Riyadh on 11/3/1416H, with an address of P.O. Box 60536, Riyadh 11555,
Saudi Arabia (the  Company"),  pursuant to an  industrial  license  issued under
Resolution of the Minister of Industry & Electricity No. 895/S dated 1/11/1415H,
which  authorized  the  Company to  manufacture  optical  fibers and fiber optic
cables (the  "Products") with a share capital of Six Million Three Hundred Fifty
Thousand Saudi Rivals (SR6,350,000);


<PAGE>




WHEREAS,  the First,  Second,  Third and Fourth  Parties wish to increase  their
respective  contributions  to  the  Company's  capital  and to  include  foreign
partners who have technical and  commercial  experience and expertise from which
the Company can benefit;

WHEREAS the Fifth Party  possesses or has access to  substantial  experience and
expertise in connection with the manufacture of production  lines in relation to
the Products and the Operation of facilities for the manufacture of the Products
and wishes to invest in and participate in the ownership of the Company, and the
Fifth Party's  parent company has agreed to provide a complete  production  line
for the Company  pursuant to the terms and  conditions  of the  Production  Line
Supply  Agreement  to be entered  into  concurrently  with this  Agreement  (the
"Production Line Agreement");

WHEREAS the Sixth Party  possesses or has access to  substantial  experience and
expertise in the  manufacture of optical fiber and in the manufacture and use of
preforms  required for the  manufacture of the Products  ("Preforms")  wishes to
invest in and  participate  in the  ownership  of the Company and is prepared to
commit to supply or arrange for the supply of optical  fiber and Preforms to the
Company  pursuant to the terms and conditions set forth in this Agreement and to
market Products manufactured by the Company pursuant to the terms and conditions
set forth in the Commission  Agency Agreement  attached hereto as Exhibit I (the
"Commission Agency Agreement");

WHEREAS  the  Fifth  and  Sixth  Parties  have  decided  to make  the  necessary
investment to join in the ownership of the Company, and the First, Second, Third
and Fourth  Parties have consented to the  participation  of the Fifth and Sixth
Parties in the Company and have agreed to increase  their own  contributions  to
the capital of the Company  and a license has been issued  pursuant  Minister of
Industry & Electricity No. 98 dated 17/7/1416H to authorize the participation of
the Fifth and Sixth Parties in the Company; and

WHEREAS  the  above-mentioned  Parties  (hereinafter  collectively  referred  to
collectively  as the  "Partners"  and each  individually  as a  "Partner")  have
entered into this Agreement in Order to make clear the terms and conditions upon
which the Fifth and Sixth  Parties will  acquire  equity in the Company and upon
which the Company shall be operated;

NOW THEREFORE,  in consideration of the mutual promises and covenants  contained
in this Agreement, the Parties hereby agree as follows:

1.       Amendment of Articles of Association

1.1      As soon as practicable  following the execution of this Agreement.  the
         Partners shall use their best efforts to cause the license issued under
         Resolution  of the  Minister  of  Industry &  Electricity  No. 98 dated
         17/7/1416H to be amended so as to reflect the  Ownership  structure set
         forth in Article 2.3 below and to correctly identify the parent company
         of the Sixth Party.


<PAGE>




1.2      The  Partners  shall use their best  efforts to cause the  articles  of
         association of the Company to be amended and restated in their entirety
         in accordance with the draft first amendment to the Company's  articles
         of  association  which is  attached  hereto as  Exhibit I  (hereinafter
         referred  to  as  the  "Articles  of  Association").  The  Articles  of
         Association shall be submitted to the Ministry of Commerce for approval
         as soon as  practicable  following the execution of this Agreement and,
         if necessary,  the amendment of the license issued under  Resolution of
         the  Minister  of Industry &  Electricity  No. 98 dated  17/7/1416H  as
         provided in Article 1. 1.

1.3      If the  Ministry of Commerce  requests  any changes in the  Articles of
         Association  they  shall be  revised  and  resubmitted  only  after all
         Partners  have  agreed to the changes in writing.  The  Partners  shall
         execute, or cause their duly authorized representatives to execute, the
         Articles  of  Association,  in the  form  agreed  by the  Partners  and
         approved by the  Ministry,  before the  competes  Notary  Public in the
         Kingdom and take such  further  actions as are  necessary  to amend the
         Commercial   Registration   of  the  Company  as  soon  as   reasonably
         practicable thereafter.

2.       Capitalization

2.1      The Company's  share capital shall be increased to twelve  million five
         hundred thousand Saudi Rivals (SR12,500,000).

2.2      The capital shall be divided into twelve thousand five hundred (12,500)
         cash  shares  each  having a value of one  thousand  Saudi  Rivals (SAR
         1,000).

2.3      The  capital  of  the  Company,  expressed  as  cash  shares,  will  be
         apportioned among the Partners as follows:
<TABLE>
<CAPTION>
--------------------------------- ----------- --------- ---------------- ----------------  
                                                                          PERCENTAGE IN    
                                                                               THE         
            PARTNER               NO. OF      SHARE      TOTAL SHARES       COMPANY'S      
                                    SHARES     VALUE         VALUE           CAPITAL       
--------------------------------- ----------- --------- ---------------- ----------------  
<S>                                  <C>        <C>        <C>                 <C>
      Mr. Mohamed Suliman            3625       1000       3,625,000           29%
       Abdullah Al Namla
--------------------------------- ----------- --------- ---------------- ----------------
        Mr. Mohamed Ali              2250       1000       2,250,000           18%
      Abdullah Al Sowailem
--------------------------------- ----------- --------- ---------------- ----------------
    Mr. Ismail Fawzi Ismail          1375       1000       1,375,000           11%
           Abu Khadra
--------------------------------- ----------- --------- ---------------- ----------------
       Mr. Mansour Abdul             1500       1000       1,500,000           12%
     Aziz Mohamed Al Kaaki
--------------------------------- ----------- --------- ---------------- ----------------
     Royle Mid East Limited          1875       1000       1,875,000           15%
--------------------------------- ----------- --------- ---------------- ----------------
   Fibercore Mid East Limited        1875       1000       1,875,000           15%
--------------------------------- ----------- --------- ---------------- ----------------
             TOTAL                  12500                 12,500,000          100%
--------------------------------- ----------- --------- ---------------- ----------------
</TABLE>



<PAGE>




2.4      Each  Partner  shall  deposit in cash the full value (or. in respect of
         the Firsts Second, Third and Fourth Parties, the difference between the
         amount  already  deposited  by such  Partner and the full value) of the
         cash  shares  apportioned  to him or it at a bank in the  Kingdom to be
         agreed by the partners, in the name of the Company, no later than seven
         (7)  days  following  signature  by all  Partners  of the  Articles  of
         Association before the Notary Public.

2.5      The transfer, assignment, encumbrance or other disposal of shares shall
         be governed by the terms and  conditions of the Articles of Association
         and this Agreement related thereto.

2.6      New  shares  may  be  issued  or the  initial  capital  of the  Company
         increased or decreased only with the prior unanimous written consent of
         all  Partners  in  accordance  with the  terms  and  conditions  of the
         Articles of Association related thereto.

2.7      A Partner may not pledge his or its shares (or interest) in the Company
         or otherwise use such shares (or interest) as security, unless he or it
         first obtains the prior written consent of the other Partners

3.       Financial Requirements

3.1      In order to finance the startup costs related to the  construction  and
         establishment of the manufacturing facilities,  the Partners agree that
         they shall cause the  Company to apply for and use its best  efforts to
         obtain  a loan  from  the  Saudi  Industrial  Development  Fund  in the
         approximate  amount of eighteen  million seven  hundred fifty  thousand
         Saudi Rivals (SAR  18,750,000) and credit and other banking  facilities
         from one or more  commercial  banks in the  approximate  amount  of six
         million two hundred fifty thousand Saudi Rivals (SAR 6,250,000).

3.2      The Partners  agree that.  as a general  rule,  following  the start-up
         period,  the financial  requirements  of the Company for its day-to day
         operations shall be met from the paid-m capital and cash flow, but that
         if  additional  financing  is  required,  it shall be obtained  through
         commercial  bank  credit  facilities  or loans  from the  Partners,  as
         determined by the Partners.

3.3      All banking and credit facilities,.  whether obtained in the Kingdom or
         abroad.  shall be managed in accordance  with normal and sound business
         principles  and the terms and conditions of any such  facilities  shall
         require  prior  writben  approval of the  Partners in  accordance  with
         Article 5. If  guarantees  are required from the Partners in connection
         with  such  facilities,   each  Partner  shall  issue  a  guarantee  in
         proportion  to his or its interest in  distributions  of the  Company's
         profits provided,  however,  that neither the Fifth nor the Sixth Party
         shall be required  to  guarantee  any  facility  necessary  to fund the
         letter  of credit to be issued  under the  Production  Line  Agreement,
         which shall be fully  guaranteed (if  necessary) by the First,  Second,
         Third and Fourth Parties.


<PAGE>





3.4      In the event the  Partners  agree that  additional  financing  shall be
         obtained  through  loans from them,  then,  unless the  Partners  agree
         otherwise on a case-by  case basis,  each  Partner's  share of the loan
         shall  be  in  proportion  to  the  Partner's  percentage  interest  in
         distributions of the Company's profits.  Loans advanced by the Partners
         shall be repaid prior to the distribution of any profits, unless agreed
         otherwise

3.5      For the  avoidance of doubt,  no Partner shall be required to provide a
         guarantee  in respect of any loan or other  credit  facility  which may
         create any form of indebtedness which that Partner has not approved nor
         shall any Partner be required to participate in a Partner loan which he
         or it has not approved.

4.       Budgets

4.1      Prior to the Company transacting any additional business,  the Partners
         shall  jointly  prepare a capital  and  operating  budget  (an  "Annual
         Budget")  for  the  remainder  of  the  Company's  first  fiscal  year.
         Thereafter,  the Manager of the Company shall, at least sixty (60) days
         prior to the  conclusion  of each  fiscal  year,  prepare and submit an
         Annual Budget for the next fiscal year to the Partners for their review
         and approval.

4.2      Without  otherwise  limiting the ultimate content of any Annual Budget,
         the Partners agree that each Annual Budget shall contain:

         (a)      the  estimated  cash  disbursements  which the Company will be
                  required to incur for capital  expenditures  during each month
                  for the period covered by the Annual Budget and details of the
                  items in respect of which the disbursements will be made;

         (b)      the  estimated  cash  disbursements  which the Company will be
                  required  to incur for its day-to day  capital  and  operating
                  expenditures  during each month for the period  covered by the
                  Annual Budget and details of the items in respect of which the
                  disbursements will be made;

         (c)      the extent to which such  disbursements  will be  satisfied by
                  cash on hand or income to be received;

         (d)      the extent,  if any,  to which  additional  financing  will be
                  required and the proposed source for such financing;

         (e)      if  it is  expected  that  loans  from  the  Partners  may  be
                  required,  details of the amounts which may be required during
                  the period  covered by the Annual  Budget and the  anticipated
                  date or dates in each month of that  period in which  payments
                  from the Partners would be required; and

         (f)      such other information as any Partner may request.


<PAGE>





4.3      Without the prior written  approval of the Partners,  the Company shall
         not: (i) exceed the budgeted  cost for an item by more than ten percent
         (10%) or (ii) incur any  extraordinary  expenditure  (pertaining  to an
         item not included in an Annual Budget).

5.       Partners Meetings

5.1      Except for those  matters  expressly  placed  under the  authority  and
         control of the Manager of the Company,  the general meeting of Partners
         shall have ultimate  responsibility for the management and operation of
         the Company.  The Partners shall act through  meetings and  resolutions
         duly held and adopted in  accordance  with the terms and  conditions of
         the Articles of Association.

6.       Manager of the Company

6.1      The Partners  shall appoint an individual of sufficient  experience and
         expertise to act as the Manager of the Company.  The Partners  shall do
         all things  necessary  to implement  the  provisions  of the  Company's
         Articles of Association  dealing with the appointment and powers of the
         Manager  of the  Company  and to enable  the  Manager  to carry out his
         responsibilities and exercise his authorities in a proper and efficient
         manner.

6.2      The  Partners  shall  cause the  Manager to enter  into a  contract  of
         employment   with  the  Company   which  shall  specify  the  Manager's
         authorities  and  responsibilities  (which shall be in accordance  with
         this  Agreement and the Articles of  Association),  and all Other terms
         and conditions of his employment.

6.3      In  addition  to such other  reports as may be  required of the Manager
         pursuant to this Agreement or the Articles of Association, the Partners
         shall  require  the Manager to deliver to each  Partner  the  following
         periodic financial reports:

         (a)      as soon as  available,  but in any event  within  one  hundred
                  twenty  (120)  days after the end of each  fiscal  year of the
                  Company, a copy of the audited balance sheet of the Company as
                  of the end of such year and the related  statements  of income
                  and cash  flows for such year,  setting  forth in each case in
                  comparative form the figures for the previous year;

         (b)      as soon as  available,  but in any event not later  than forty
                  "five  (45) days after the end of each  fiscal  quarter of the
                  Company,  the unaudited balance sheet of the Company as at the
                  end of each such quarter, and the related unaudited statements
                  of income and cash flows of the Company  for such  quarter and
                  the  portion of the fiscal  year  through  such date,  setting
                  forth in each case in  comparative  form the  figures  for the
                  previous year;


<PAGE>




         (c)      as soon as  practicable,  but in any event within  thirty (30)
                  days  after  the  end of  each  fiscal  month,  a copy  of the
                  unaudited  balance  sheet of the Company as at the end of such
                  month and the related unaudited  statements of income and cash
                  flows of the  Company  for such  month and the  portion of the
                  fiscal  year of the  Company  through  the  end of such  date,
                  setting forth in each case in comparative form the figures for
                  the previous year;

         (d)      concurrently  with the  delivery of the  financial  statements
                  referred to in (a) and (b) above, a certificate of the Manager
                  of the Company stating that all such financial  statements are
                  complete  and correct in all  material  respects and have been
                  prepared in reasonable detail and in accordance with generally
                  accepted accounting principles applied consistently throughout
                  the periods reflected therein; and

         (e)      such additional financial and other information as any Partner
                  may request from time to time.

6.4      The  Partners  acknowledge  and agree that the Manager  must manage the
         Company  for the mutual  benefit  and to the full  satisfaction  of the
         Partners.  Should  any  Partner  be  dissatisfied  with  the  Manager's
         performance  of his  duties  and so  notify  the  other  Partners,  the
         Partners  shall convene a Partners  meeting  within thirty (30) days to
         consider  whether  to  replace  the  Manager.  If one or more  Partners
         holding (in the aggregate) at least thirty percent (30%) of the capital
         of the Company so request following the conclusion of such meeting, the
         Partners  agree  that  they  shall  promptly  cause the  Manager  to be
         replaced  in  accordance  with  the  Articles  of  Association  and any
         relevant provisions of the Manager's employment contract.

7.       Warranties Representations and Undertakings

7.1      Each of the First,  Second,  Third and Fourth  Parties  represents  and
         warrants  that he is a Saudi  Arabian  national who is not a government
         official and no government official has any interest in his interest in
         this Agreement or the transactions contemplated hereby.

7.2      Each of the Fifth Party and the Sixth  Party  represents  and  warrants
         that it is a duly existing corporation formed and in good sanding under
         the lass of the Cayman  Islands and that no  governmental  official has
         any  interest  in the such  Party or in its  interest  herein or in the
         transactions contemplated hereby.

7.3      Each  Partner   undertakes  to  advise  the  other  Partners  and  take
         appropriate  remedial  action in the event that any  representation  or
         warrant by such Partner contained in Articles 7.1 and 7.2 become untrue
         during the term of this Agreement.

7.4      The First,  Second,  Third and  Fourth  Parties  further  represent and
         warrant that:

         (a)      the  Company  is a  duly  formed  and  validly  organized  and
                  registered  limited  liability company under the laws of Saudi
                  Arabia;


<PAGE>



         (b)      the Company's  initial  capital,  in the amount of Six Million
                  Three Hundred Fifty  Thousand Saudi Rivals  (SR6,350,000)  has
                  been fully paid;

         (c)      the 31 December  1995  balance  sheet of the Company  attached
                  hereto as Exhibit in (the  "test  Balance  Sheet")  accurately
                  and  completely  reflects  the  financial  condition,  assets,
                  liabilities  and results of operations of the Company as of 31
                  December  1995  and  has  been  prepared  in  accordance  with
                  generally   accepted   accounting   principles  applied  on  a
                  consistent basis, and since the date of the Last Balance Sheet
                  there has been no maternal change in the financial  condition.
                  assets, liabilities or operations of the Company;

         (d)      the Company has not committed any act  (including  any failure
                  to act)  which  constitutes  (or,  with  the  lapse of time or
                  giving  of  notice,   would   constitute)  a  default  of  any
                  regulatory requirements or contractual undertakings made by or
                  on behalf of the Company or any act which could  result in any
                  Partners being deemed personally liable for the obligations of
                  the Company;

         (e)      they have or will have taken all necessary  acts to enable the
                  Fifth and Sixth  Parties to acquire an interest in the Company
                  such that,  upon signature of the Articles of Association  and
                  deposit of their  respective  contributions  to the  Company's
                  capital, the Fifth and Sixth Parties will acquire their shares
                  in the  Company  free  and  clear of any  further  assessment,
                  encumbrance, charge or claim by any party; and

         (f)      they  are not  aware  of any  information  which  has not been
                  disclosed to the Fifth and Sixth Parties which,  if disclosed,
                  could  reasonably  be expected to  influence  the  decision of
                  someone  deciding whether or not to acquire an interest in the
                  Company.

7.5      Recognizing  the  reliance  of  the  Fifth  and  Sixth  Parties  on the
         representations  and  warranties  contained  in Article 7.1, the First,
         Second,  Third and Fourth Parties  undertake (i) that the Company shall
         take no action  prior to the Fifth and Sixth  Parties  acquiring  their
         respective   shares  in  the   Company   which   would  cause  of  such
         representations  and warranties to be untrue,  and (ii) that,  from the
         date hereof,  the Company  shall enter into no  contracts  and incur no
         liabilities  except as approved by the Partners in accordance with this
         Agreement and the Articles of Association. The First, Second, Third and
         Fourth  Parties  hereby agree to indemnify  and hold harmless the Fifth
         and Sixth Parties against any and all  liabilities  which relate to the
         conduct of the Company's  business prior to the Fifth and Sixth Parties
         acquiring their respective  shares in the Company and  participating in
         the  decision-making  process,  regardless  of  when  such  liabilities
         actually  arise or come to the  attention  of the  Partners  except for
         those liabilities disclosed in the Latest Balance Sheet.

7.6      Under no circumstances  will the any of the Partners take any action or
         cause the  Company  to take any action if either the Fifth or the Sixth
         Party  advises the other  Partners that the taking of such action would
         cause it or any person or company affiliated or


<PAGE>



         associated  with it to be deemed in  violation  of  the  United  States
         Export  Administration  Act or those  provisions of  the Federal Income
         Tax Law or  Regulations,  noncompliance  with which  would  increase or
         accelerate  its U.S.  tax  liability  or that of any  person or company
         affiliated or  associated  with it with respect to income  earned under
         this Agreement or pursuant  to the  transactions  contemplated  by this
         Agreement.

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

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

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

7.8      Under no  circumstance  may any Partner sign any document,  perform any
         act, or make any commitment, undertaking, warranty or representation on
         behalf of ~e other Partners without the express written consent of such
         other Partners.  No Partner may sign any document,  perform any act, or
         make any  commitment,  understanding,  warranty  or  representation  on
         behalf of the Company  without the express prior written consent of the
         Company.

7.9      The  Partners,  in their  capacity  as  owners  of the  Company,  shall
         exercise  the  voting  rights  attached  to  their  shares  in a manner
         consistent  with  the  terms  and  conditions  of  this  Agreement  the
         Production  Line  Agreement,  the Commission  Agency  Agreement and the
         Articles of  Association,  and which ensures that the Company  conducts
         all of its operations in accordance with those terms and conditions.

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

8.       Mutual Covenants Regarding Business Opportunities and Dealings with the
         Company

8.1      The  Partners  shall in all cases treat the  Company as a separate  and
         important profit center and make every reasonable effort to conduct the
         affairs of the  Company  and their own  dealings  with the Company in a
         manner which maximizes the net profits of the Company.


<PAGE>



The      Partners  therefore agree that in their business  transactions with the
         Company,  be it directly or indirectly,  they shall neither receive any
         unusual  benefits  nor fix prices or other terms  which are  consistent
         with business principles which are normal and acceptable in that field.
         None of the Partners,  however,  makes any representation to any of the
         others as to the likely success or  profitability of the Company and no
         Partner shall be  responsible  to any other for any losses  suffered or
         liabilities  incurred by the Company,  except to the extent he or it is
         liable  therefor  by  virtue  of  holding  his or its  interest  in the
         Company.

8.2      Subject to the  provisions  of this Article 8, the Company may contact,
         upon terms which are commercially competitive, with any Partner for the
         supply of goods and services including without limitation:

         (a)      design, engineering and construction services;

         (b)      construction equipment, materials, supplies and tools;

         (c)      housing and office space;

         (d)      translation services; and

         (e)      technical assistance and consulting.

8.3      Each  Partner  shall have the right to review and approve any  proposed
         agreements  between the Company and any other  Partner or any person or
         company affiliated with another Partner.

8.4      The Partners acknowledge that their participation in the Company should
         not prevent the  Partners  or their  Affiliates  (as defined in 10.1(b)
         below)  from   participating   in  other  companies   having  different
         objectives.  The Partners  hereby consent to the  participation  of the
         Fifth Party  and/or the Sixth Party or an  Affiliate of either in other
         companies  at any time in the  future,  whether or not any Partner is a
         partner in any such other companies, provided that such other companies
         have objectives  which are separate and distinct from the objectives of
         the  Company.  The  Partners  undertake  and agree to provide the Fifth
         Party and the Sixth Party with such  letters of no  objection  or other
         documentation  as the Fifth Party and/or the Sixth Party may reasonably
         require in order to  evidence  such  consent and enable the Fifth Party
         and/or the Sixth Party or an Affiliate of either to form or participate
         in such other companies.

8.5      Immediately  following the commencement of commercial production of any
         Product by the Company the Partners shall cause the Company to enter to
         the Commission Agency Agreement with the Sixth Party.


<PAGE>



9.       Assistance by the Partners

9.1      The First,  Second. Third and Fourth Parties will provide the following
         assistance  in  connection  with  the  start-up  and  operation  of the
         Company,  subject  to  such  additional  terms  and  conditions  as the
         Partners may from time to time agree:

         (a)      on behalf of the Company and for the Company's  account,  seek
                  to obtain the credit and other banking facilities  referred to
                  in Article 3.1;

         (b)      on behalf of the Company and at the  Company's  cost,  arrange
                  with the relevant Saudi Arabian governmental  entities for the
                  Company  to lease  the  land  required  for the  manufacturing
                  operations of the Company.

         (c)      on behalf of the Company and at the  Company's  cost,  seek to
                  obtain from the appropriate  Saudi Arabian  government  agency
                  any  licenses or permits  necessary  for the  operation of the
                  Company.

         (d)      participate  in the  management  of the  Company  through  the
                  partners meetings.

         (e)      upon  the  request  of the  Manager  of the  Company,  provide
                  consultation  and advice to the  Manager of the  Company as to
                  how  problems  involving  any Saudi  governmental  official or
                  entity  should best be handled and in those cases an which the
                  Company is unable to resolve a problem, render whatever direct
                  assistance  he or it is able to  render in  liaising  with the
                  concerned Saudi governmental  official or entity in attempting
                  to resolve the problem.

         (f)      upon  the  request  of the  Manager  of the  Company,  provide
                  consultation  and advice to the  responsible  official  of the
                  Company  as  to  how  any  problem,   dispute  or  controversy
                  involving a Saudi national or local resident  (including,  but
                  not  limited  to,  employees  of the  Company)  should best be
                  handled  and in those  cases in which the Company is unable to
                  resolve a problem, render whatever assistance he or it is able
                  to render in  attempting  to resolve the  problem,  dispute or
                  controversy.

9.2      The Fifth Party will  provide or arrange for an  affiliated  company to
         provide the following  assistance  in connection  with the start up and
         operation  of  the  Company,  subject  to  such  additional  terms  and
         conditions as the Partners may from time to time agree:

         (a)      supply  production  equipment for the Company's  manufacturing
                  facility as provided in the Production Line Agreement;

         (b)      provide  technical  advice and  assistance  as provided in the
                  Production Line Agreement;

         (c)      nominate     qualified     individuals    to    fill    agreed
                  technical/managerial positions within the Company;


<PAGE>




         (d)      upon request of the Manager of the Company,  provide  on-going
                  advice and assistance with respect to technical matters on the
                  same terms and  conditions  that such  assistance  is normally
                  provided by the Sixth Party to it subsidiaries and affiliates;
                  and

         (e)      participate  in the  management  of the  Company  through  the
                  partners meetings.

9.3      The Sixth Party will  provide or arrange for an  affiliated  company to
         provide  the  following  assistance  to the  Company,  subject  to such
         additional  terms and  conditions as the Partners may from time to time
         agree:

         (a)      supply the company  pursuant to its usual terms and conditions
                  of sale, with Optical Fiber and Preforms in the quantities and
                  for the prices indicated in Exhibit IV;

         (b)      upon request of the Manager of the Company  provide  technical
                  advice and  assistance in the use of such preforms on the same
                  terms  and  conditions  that such  advice  and  assistance  is
                  normally  provided by the Sixth Party to its  subsidiaries and
                  affiliates;

         (c)      promote  the sale of the  Company's  Products  pursuant to the
                  Commission Agency Agreement, which the Partners agree shall be
                  renewed  for so long as the Sixth  Party is a  partner  in the
                  Company unless terminated  pursuant to Clauses 2.2, 2.3 or 2.4
                  thereof; and

         (d)      participate in the management of the Company through  partners
                  meetings.

10.      Competition

10.1     For purposes of this Article 10:

         (a)      the "Territory" shall mean and include:

                  (i)      at any time following the  commencement of commercial
                           production of any Product by the Company, the Kingdom
                           of Saudi  Arabia,  Yemen,  the United Arab  Emirates,
                           Iraq, Lebanon, Syria, Egypt,  Mauritania,  Palestine,
                           Jordan, Oman, Kuwait, Bahrain, Qatar, Libya, Morocco,
                           Tunisia, Algeria, Sudan, Somalia and Iran;

                  (ii)     for two (2) years only following the  commencement of
                           commercial  production of any Product by the Company,
                           all countries local on the continent of Africa except
                           those mentioned in (a) above; and


<PAGE>




                  (iii)    for one (l) year only following the  commencement  of
                           commercial production of any Product by the Company's
                           Turkey  (excepting  the  following   customer:   HESS
                           Hacilar Elektrik Sahayi VE Ticaret A.S.); and


         (b)      a   Partner's   "Affiliates"   shall  mean  and   include  its
                  shareholders  (in respect of a Partner which is a company) and
                  any entity in which a Partner, or any shareholder of a Partner
                  which  a  company,   or  any   combination   of   Partners  or
                  shareholders  of Partners  has a direct or indirect  ownership
                  interest of fifty percent (50%) or more.

10.2     No Partner and no  Affiliate  of a Partner  shall invest in any venture
         for the  manufacture  of Products  within the  Territory (a  "Venture")
         except after offering the other Partners the opportunity to participate
         in the Venture as follows:

         (a)      The Partner who (or whose Affiliate)  wishes to participate in
                  a Venture  (the  "Initiating  Partner")  shall  send the other
                  Partners a written notice describing the Venture in sufficient
                  detail  to  permit  the  other  Partners  to  determine,  on a
                  preliminary  basis,   whether  they  would  be  interested  in
                  participating  in the Venture and  offering to enter into good
                  faith   negotiations   respecting  the  participation  by  all
                  interested  Partners in the Venture as equal  partners  (after
                  satisfying any legal  requirements  as to equity  ownership in
                  the  venture by venture of the country in which the Venture is
                  located.)

         (b)      Upon receipt of the above-mentioned notice from the Initiating
                  Partner,  the other Partners  shall each have the option,  but
                  not the  obligation,  to accept  the offer to enter  into good
                  faith negotiations  respecting their possible participation in
                  the  Venture.  Any  such  acceptance  must be in  writing  and
                  delivered to the  Initiating  Partner  within thirty (30) days
                  after the date of the Initiating Partner's notice.  Failure by
                  any Partner to give timely  notice of its  acceptance (m whole
                  or in part)  shall be deemed an  election  by him or it not to
                  exercise his or its option. A Partner may accept to enter into
                  negotiations  for less than an equal equity ownership with the
                  other Partners,  in which case the equity not taken up by that
                  Partner  shall  be  offered  to  each  of the  other  Partners
                  equally.

         (c)      If the other  Partners fail to exercise  their option to enter
                  into good  faith  negotiations,  or such  negotiations  do not
                  result in a binding  agreement  among all interested  Partners
                  within  one (1) year of the date by which  the  Partners  were
                  required  to give  notice to the  Initiating  Partner of their
                  acceptance  to  enter  to such  negotiations,  the  Initiating
                  Partner (or his or its  Affiliate) be free to proceed with the
                  Venture as initially described to the other Partners.

10.3     In order to compensate  the Firsts Seconds Third and Fourth Parties for
         potential  loss of income  from the Company  due to  activities  by the
         Fifth or Sixth Party (or  Affiliates of either) in the Territory  which
         may compete or result in competition  with the Company - without in any
         way  restricting  the  Fifth  or  Sixth  Party  (or  their   respective
         Affiliates)  from  selling in the  Territory  - the  Partners  agree as
         follows:


<PAGE>





         (a)      The Fifth  Party  shall pay to the First Party for the account
                  of and for distribution to the First, Second, Third and Fourth
                  Parties as agreed by those parties a fee equal to five percent
                  (5%) of the ex-works invoice price of any Preform  preparation
                  equipment  and/or  draw  towers  sold  by it  or  any  of  its
                  Affiliates to customers in the Territory  other than customers
                  in which each of the Partners (or  Affiliates of each Partner)
                  hold all  interest.  No fee shall & payable  in respect of the
                  sale of any other equipment or services.

         (b)      The Sixth  Party  shall pay to the First Party for the account
                  of and for distribution to the First, Second, Third and Fourth
                  Parties as agreed by those parties a fee equal to five percent
                  (5%) of the  ex-work;  invoice  price of any optical  fiber or
                  Preforms  sold by it or any of its  Affiliates to customers in
                  the Territory  (excluding Iran), other than customers in which
                  each of the Partners (or  Affiliates  of each Partner) hold an
                  interest, plus an additional three percent (3%) fee insofar as
                  any such sales result from orders  referred to the Sixth Party
                  by the Company in writing  and  accepted by the Sixth Party or
                  one of its  Affiliates  within six (6) months of the referral,
                  provided.  however, that if the Company fails during its first
                  three years of  production to purchase from the Sixth Party or
                  its  Affiliates   225.000  kilometers  of  optical  fiber  and
                  Preforms in the aggregate,  then the Sixth Party shall have no
                  further  obligation to pay such fees to the First Party unless
                  such failures due to the Sixth Party's failure to supply fiber
                  and Preforms in accordance with Article 9.3(b).

         (c)      All fees payable  hereunder  shall be paid on a pro-rata basis
                  within  thirty  (30)  days of actual  receipt  by the Fifth or
                  Sixth Party (or an  Affiliate  of either) from a customer of a
                  payment on which such fee is due.  Payments to the First Party
                  as  provided  herein  shall  fully  satisfy the Fifth or Sixth
                  Party's payment obligations  vis-a-vis all Parties entitled to
                  share in such fees.

10.4     Each Party  other  than the Fifth and Sixth  Parties  undertakes  that,
         except as otherwise provided in this Article 10, he or it shall not and
         his or its  Affiliates  shall not directly or indirectly  engage in any
         business  activity  relating to the manufacture or sale of the Products
         or Preforms or other  equipment  for the  manufacture  of the Products,
         within the Territory or elsewhere,  which competes with the Company, or
         with the Fifth Party or the Sixth Party or any  Affiliates of the Fifth
         or Sixth Parties without the prior written consent of the Company,  the
         Fifth Party or the Sixth Party, as the case may be.

11.      Confidentiality

11.1     The Fifth  Party and the Sixth  Party have  developed  in the course of
         their  respective  businesses  a  number  of  trade  secrets  including
         formulas,  methods,  processes,   techniques,   designs,   information,
         knowledge  know-how  and trade  practices in various  forms,  including
         computer   software    (hereinafter    referred   to   as   Proprietary
         Information"). The


<PAGE>



         Partners  agree that all  Proprietary  Information  shall remain in the
         exclusive  ownership of the Fifth  and/or Sixth Party,  as the case may
         be,  and  shall be for the  Company's  temporary  use only and shall be
         returned as provided in Article  13.l(e).  None of the  Partners or the
         Company shall disclose  Proprietary  Information except as permitted in
         Article  11.2  below.  Proprietary  Information  shall not  include any
         information  which is generally  available for public use,  unless such
         information has become  available to the public due to the unauthorized
         disclosure of such information by a Partner or the Company.

11.2     If any  Proprietary  Information  is (or has, prior to the date of this
         Agreement,  been)  communicated by the Fifth Party,  the Sixth Party or
         the Company to another Partner the following provisions shall apply:

         (a)      the receiving party shall take every reasonable  precaution to
                  safeguard and keep secret all such Proprietary Information and
                  will comply with all reasonable and specific precautions which
                  may be requested by the  disclosing  Partner or the Company as
                  to its nondisclosure; and

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

11.3     No Partner shall knowingly take any action or cause the Company to take
         any action  which would  infringe  the rights of any Partner  under any
         patent, regardless of where such patent is registered.

11.4     The  Partners'  undertakings  in this  Article  11  shall  survive  the
         termination  of this  Agreement and the  dissolution of the Company and
         shall continue to apply to a Partner even if the Partner  transfers his
         or its shares.

12.      Duration: Termination

12.1     This  Agreement  shall  remain in full force and effect with respect to
         each Partner until such time as this  Agreement is terminated  pursuant
         to Clause 12.2 or that Partner  ceases to have an inters in the Company
         or the Company's  dissolved,  whichever occurs first.  Unless otherwise
         herein expressly  provided,  no Partner that has transferred his or its
         shares in accordance  with the  provisions of this  Agreement  shall be
         bound by its terms  and  conditions  after  the date of such  transfer,
         provided  that the party to which  such  shares  have been  transferred
         agrees  in  writing  with  the  other  Partners,  in a form  reasonably
         acceptable to the other Partners, that the transferee shall be bound by
         the terms and conditions of this Agreement.

12.2     If any Partner  shall be in  material  default of this  Agreement  (the
         "Defaulting Partner") and shall not remedy such default within a period
         of ninety (90) days after receiving  written notice of such de-fault ~m
         any of the Partners which are not in default (the "Non-


<PAGE>



Defaulting Partners"),  which notice shall also be copied to the other Partners,
         the  Non-Defaulting  Partners  may  exercise  either  of the  following
         options:

         (a)      if all  Non-Defaulting  Partners so agree,  one or more of the
                  Non-Defaulting Partners may purchase all or any portion of the
                  shares in the  Company  then held by the  Default  Partner  at
                  ninety  percent  (90%) of the par value or book  value of said
                  shares determined pursuant to Article 12.5 whichever is lower,
                  provided that if more than one  Non-Defaulting  Partner wishes
                  to purchase the Default Partner's shares, each such purchasing
                  Partner shall be entitled to purchase  that  percentage of the
                  Defaulting  Partners   shareholding  which  is  equal  to  the
                  percentage that purchasing Partner's shareholding comprises of
                  the total shareholdings of all purchasing Partners; or

         (b)      if all  Non-Defaulting  Partners so agree, the  Non-Defaulting
                  Partners  may require that the Default  Partner sign  whatever
                  resolutions  and  documents  and take  whatever  action may be
                  necessary to promptly liquidate the Company, including without
                  limitation,  voting  in  favor  of  liquidation  at a  general
                  meeting of the Partners.

         The options stated above shall be  exercisable  within ninety (90) days
         after  the  expiration  of the  aforementioned  notification  period of
         ninety (90) days by written  notice by the  Non-Defaulting  Partners to
         the Defaulting Partner. If all option is exercised, the Default Partner
         shall promptly  thereafter  take whatever  action is necessary and sign
         whatever documents or agreements the  Non-Defaulting  Partners provides
         to him or it in order to effectuate the  appropriate  share transfer or
         liquidation, as the case may be.

12.3     If the  Non-Defaulting  Partners do not agree to exercise either option
         provided  under  Article 12.2 above  within the time periods  specified
         therein,  any  Non-Defaulting   Partner  who  has  notified  the  other
         Non-Defaulting Partners at least thirty (30) days before the expiration
         of such time  periods  of his or its  desire to  exercise  either  such
         option  may,  by written  notice to the other  Non-Defaulting  Partners
         within  thirty  (30) days after the  expiration  of such time  periods,
         offer to sell his or it;  shares to the such other  Partners at a price
         equal to the book value of his or its shares  determined  in accordance
         with Article 12.5 below. If none of the other Partners accept the offer
         within a further  period of thirty (30) days,  then the Company must be
         liquidated.  If several  Partners accept the offer,  each of them shall
         purchase a percentage of the shares of the withdrawing Partner which is
         equal  to  the  percentage  such  purchasing   Partner's   shareholding
         comprises of the total shareholdings of all purchasing Partners.

12.4     The rights as provided for in Articles  12.2 and 12.3 above shall be in
         addition to and not in substitution  for all other remedies that may be
         available to the No-Defaulting  Partners  hereunder and any exercise of
         such  rights  shall  not  relieve  the  Defaulting   Partner  from  any
         obligations  accrued  prior  to the  date of  termination  or from  any
         liability or damage to the  Non-Defaulting  Partners for breach of this
         Agreement.


<PAGE>




12.5     The book value of the shares as  stipulated  in Articles  12.2 and 12.3
         above shall be based on the financial status of the Company on the last
         day of  the  calendar  month  immediately  preceding  the  date  of the
         exercise of any option  regarding  such shares and shall be  determined
         and certified by the Company's then appointed independent auditors.

12.6      If the  Company  is  dissolved  or  liquidated  for any  reason,  this
          Agreement  shall  be  terminated  automatically  at the  end  of  such
          liquidation  except for the  obligations  under any provisions  hereof
          which are expressed to survive this Agreement.

12.7     The failure of any  Partner to attend,  by a  representative  or proxy,
         after two (2) successive calls a properly called and convened  partners
         meeting of the  Company,  which  failure is not  attributable  to force
         majeure as described in Article 14 below or to the failure or inability
         to obtain any necessary Saudi Arabia visa,  shall  constitute a default
         by such Partner and the Non-Defaulting Partners shall have the right to
         exercise all or any remedies  provided for under  Article 12.2 above or
         any other provision of this Agreement.

13.      Procedure Upon Termination

13.1     In the event of the  withdrawal  of a Partner  or  termination  of this
         Agreement under the provisions  hereof, the Partners agree to cooperate
         to arrange for appropriate  settlements  between the Partners on a fair
         and  equitable  basis  and.  if the  Company is being  liquidated,  the
         orderly winding up of the Company's operations,  in accordance with the
         following guidelines:

         (a)      amounts  due to one  Partner  for  the  transfer  of his or it
                  shares in the Company are to be paid promptly upon signing the
                  instrument of transfer;

         (b)      where appropriate,  any loans made by a withdrawing partner to
                  the Company  shall also be repayable  with accrued  commission
                  according  to their  terms up to the date of  transfer  of the
                  shares in the Company;

         (c)      where one Partner makes a claim for damages  against  another,
                  the  Partners  will  use  their  best  endeavors  to  reach an
                  amicable agreement,  provided,  however, that in the event the
                  claim is subject to arbitration  or other legal  process,  the
                  claim  shall only be settled  after due process and may not be
                  set off against other amounts due to be pad upon termination;

         (d)      upon the  transfer  of the shares of the  Partner  withdrawing
                  from the Company and in the event the  withdrawing  Partner is
                  not in default of this Agreement,  the other  Partner(s) shall
                  cause appropriate actions to be taken to transfer or discharge
                  any  guarantees  or other  security  given by the  withdrawing
                  Partner to secure loans raised by the Company in the course of
                  its business to the extent that such  guarantees do not relate
                  to the withdrawing Partner's unfulfilled obligations which had
                  arisen before the date of withdrawal; and


<PAGE>





         (e)      m the event this  Agreement is  terminated  or the Fifth Party
                  and/or  the  Sixth  Party  withdraws  from  the  Company,  all
                  Proprietary Information provided to the Company or any Partner
                  shall,  at the Fifth Party's and/or the Sixth Party's  option,
                  as the case may be,  forthwith  be returned to the Fifth Party
                  and/or the Sixth Party, as the case may be, or destroyed.

14.      Force Majeure

14.1     None of the  Partners  shall be liable for the  non-performance  or for
         delays in the  performance of this Agreement due to compliance with the
         laws,  orders or regulations  of Saudi Arabia,  or the United States of
         America or due to acts of God, wars, armed conflicts,  riots embargoes,
         sabotage, blockades, epidemics, hijackings,  kidnappings, other acts of
         terrorism,  strikes  and other  labor  disturbances  or any other cause
         beyond the reasonable control of that Partner.

15.      Fees and Costs: Taxes

15.1     All costs, fees and expenses paid in connection with the preparation of
         this Agreement  applications  for and the licensing,  registration  and
         qualification  of the Company and the  amendment  of its  licenses  and
         registrations in accordance with this Agreement,  shall be borne by the
         Company.

15.2     Except as otherwise expressly agreed in writing:

         (a)      each Partner  shall be solely  responsible  for the payment of
                  any zakat or any Saudi Arabian income tax which imposed on (i)
                  his or its respective share of the Company's  profit,  or (ii)
                  his or its respective  ownership in the Company,  or (iii) any
                  other  payments  made  to  him or it by  the  Company,  and no
                  Partner shall be entitled to  reimbursement  by the Company or
                  the other  Partners for the income tax,  deemed  profit tax or
                  zakat that he or it is obligated to pay;

         (b)      each Partner shall  authorize the Company to withhold from any
                  payments to be made to him or it any Saudi Arabian  income tax
                  or zakat  that is due  from him or it and to pay such  amounts
                  directly to the  Department of Zakat & Income Tax (the "DZIT")
                  in Saudi  Arabia for the  account of that  Partner so that the
                  Company can obtain the necessary  tax  clearance  certificate;
                  and

         (c)      if at any time additional  amounts are required from a Partner
                  to cover any income tax,  deemed profit tax or Zakat for which
                  he or it is  responsible,  that Partner shall pay such amounts
                  to the  Company  for  payment  to the DZIT so as to enable the
                  Company to obtain its tax clearance certificate.

16.      Governing Law


<PAGE>





16.1     This  Agreement  shall be governed by and construed in accordance  with
         the laws of the  Kingdom  of Saudi  Arabia.  However,  nothing  in this
         Agreement shall be construed to require the Fifth or the Sixth Party to
         take or omit to take any action if such act or  omission is contrary to
         the laws of the United States of America.

17.      Dispute Resolution

17.1     Any  disputes  arising  under this  Agreement  which  cannot be settled
         amicably among the Partners shall, unless otherwise agreed at the time,
         be referred to the appropriate  tribunal of the Board of Grievances for
         a final and binding decision.

18.      Notices

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

  (i)    in the case of The First Party:   Mohamed Suliman Abdullah A1 Namla
                                           P.O. Box 517
                                           Riyadh 11421
                                           Kingdom of Saudi Arabia
                                           Fax:     (966-1) 498-5935

  (ii)   in the case of the Second Party:   Mohamed Ali Abdullah A1 Sowailem
                                            P.O. Box 1799
                                            Riyadh 11441
                                            Kingdom of Saudi Arabia
                                            Fax:     (966-1) 498-5935

  (iii)  in the case of the Third Party:    Ismail Fawzi Ismail Abu Khadra
                                            P.O. Box 1799
                                            Riyadh 11441
                                            Kingdom of Saudi Arabia
                                            Fax:     (966-1) 498-5935

  (iv)   in the case of the Fourth Party:   Mansour Abdul Aziz Mohamed Al Kaaki
                                            P.O. Box 34
                                            Riyadh 11411
                                            Kingdom of Saudi Arabia
                                            Fax:     (966-1) 498-5935



<PAGE>



 (v)    in the case of the Fifth Party:    Royle Mid East Ltd.
                                           1000 Cannonball Road
                                           Pompton Lakes, NJ 07442
                                           United States of America
                                           Fax: (1-201) 839-7327
                                           Attention:  John C. Ramsey
 (vi)   in the case of the Sixth Party:    Fibercore Mid East Ltd.
                                           P.O. Box 206
                                           174 Charlton Road
                                           Sturbridge, MA 01566
                                           United States of America
                                           Fax: (1-508) 347-2778
                                           Attention: Mohamed A. Aslami

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

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

19.      Effect of Headings

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

20.      Miscellaneous

20.1     In the event of any conflict or inconsistency between the provisions of
         this  Agreement  and the Articles of  Association  of the Company's the
         following order of precedence shall prevail as between the Partners:
         this Agreement and then the Articles of association.

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

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


<PAGE>



20.4     This  Agreement  shall inure to the benefit of and be binding  upon the
         Partners and their respective heirs, successors and assigns.

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

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

20.7     For purposes of this Agreement, the passage of time shall be construed 
         according to the Gregorian calendar.

IN WITNESS WHEREOF, the Partners have caused this Agreement to be executed as of
the day and year first above written.


The First Party                                      The Second Party

___/s/___________________                            ___/s/_____________________




The Third Party                                      The Fourth Party

___/s/___________________                            ___/s/_____________________



The Fifth Party                                      The Sixth Party

___/s/___________________                            ___/s/_____________________
Name:  J.C. Ramsey                                   Name:  Gregory A. Perry
Title:   President                                   Title:    Vice President


<PAGE>



                                    Exhibit I

                              DRAFT FIRST AMENDMENT
                         TO THE ARTICLES OF ASSOCIATION
                                       OF
           MIDDLE EAST FIBER OPTIC CABLE MANUFACTURING COMPANY LIMITED
                          (A Limited Liability Company)

THIS FIRST  AMENDMENT TO THE ARTICLES OF  ASSOCIATION  has been made and entered
into this day of , 1416H (corresponding to the day of , 1995G) by and among:

1.   MR. MOHAMED SULIMAN ABDULLAH AL NAMLA a Saudi National having identity card
     No.  17719  dated  29/6/1379,  issued in Riyadh,  with an  occupation  as a
     businessman, born in 1377H, residing in Riyadh. with an address at P.O. Box
     517 Riyadh 11421

                                 (First Party);

2.   MR. MOHAMED ALI ABDULLAH AL SOWAILEM a Saudi National  having identity card
     No. 7,  dated  13/9/1386H,  issued in  Bakriyah,  with an  occupation  as a
     businessman born in 1346H,  residing in Riyadh, with an address at P.O. Box
     1799 Riyadh 11441

                                 (Second Party);

3.   MR. ISMAIL FAWZI ISMAIL ABU KHADRA a Saudi National having identity card No
     . 464  dated  28/12/1384H,  issued  in  Jeddah.  with  an  occupation  as a
     businessman, born in 1349H, residing in Riyadh, with an address at P.O. Box
     1799 Riyadh 11441

                                 (Third Party);

4.   MR.  MANSOUR ABDUL AZIZ MOHAMED AL KAAKI a Saudi National  having  identity
     card No. 103582, dated 1/12/1385H,  issued in Mekkah, with an occupation as
     a businessman,  born in 1374H,  residing in Riyadh. with an address at P.O.
     Box 34 Riyadh 11411

                                 (Fourth Party);

5.   ROYLE MID EAST LTD a company  organized and existing  under the laws of the
     Cayman Islands with an address of P.O. Box 30599 S.M.B.  George Town. Grand
     Cayman. Cayman Islands. BWI



<PAGE>



                               (Fifth Party); and

6.   FIBERCORE MID EAST LTD a company  organized and existing  under the laws of
     the Cayman  Islands with an address of P.O.  Box 30592 S.M.B.  George Town,
     Grand Cayman. Cayman Islands. BWI

                                 (Sixth Party).

                                    Recitals

WHEREAS,  the First,  Second,  Third and Fourth  Parties formed and are the sole
owners in of  Middle  East  Fiber  Optic  Cable  Manufacturing  Company  Limited
(hereinafter  referred to as the "Company"),  a Saudi Arabian limited  liability
company formed pursuant to an industrial  license issued under Resolution of the
Minister of Industry & Electricity No. 895/S dated 1/11/1415H, whose Articles of
Association  were  recorded by the Riyadh  Notary Public on pages 165 and 166 of
Volume 26 under  number  2446 on  15/1/1416H,  and which was  registered  in the
Commercial Register of the city of Riyadh under number 1010136511 on 11/2/1416H,
with a capital of Six million  three  hundred  fifty  thousand  Saudi Rivals (SR
6,350.000) which has been allocated among the above-mentioned four (4) partners;

WHEREAS,  the Company has to date not conducted any business  activity,  and the
First,  Second, Third and Fourth Parties wish to enlarge its financial resources
and  shareholding  base and  admit  foreign  companies  to  benefit  from  their
experience in the company's field of activities and  accordingly  have agreed to
admit the Fifth and Sixth Parties as new partners in the company and to increase
the Company's  capital to twelve million five hundred  thousand Saudi Rivals (SR
1'.500,000);

WHEREAS,  the  Fifth  and  Sixth  Parties  wish to join as new  partners  in the
Company;

WHEREAS,  the parties have obtained  Resolution No. _ dated from the Minister of
Industry &  Electricity  authorizing  the  participation  of the Fifth and Sixth
Parties in the Company; and

WHEREAS the parties wish to amend and restate the Articles of Association of the
Company in their entirety:

NOW, THEREFORE the parties agree as follows:

First:   The above recitals shall constitute an integral part of this Amendment.

Second:  The partners in the Company shall be the following:

                  1.       Mr. Mohamed Suliman Abdullah Al Namla:

                  2.       Mr. Mohamed Ali Abdullah Al Suwailem;

                  3.       Mr. Ismail Fawzi Ismail Abu Khadra:


<PAGE>





                  4.       Mr. Mansour Abdul Aziz Mohamed Al Kaaki:

                  5.       Royle Mid East Limited; and

                  6.       Fibercore Mid East Limited.

Third:  The  Articles  of  Association  of the  Company  are hereby  amended and
restated to read in their entirety as follows:

Article 1:        Name of the Company

The name of the Company is "Middle East Fiber Optic Cable Manufacturing  Company
Limited" a limited liability company.

Article 2:        Objectives of the Company

The  objectives  of the Company shall be: the  manufacture  of optical Fiber and
fiberoptic cable.

The  Company  shall  carry out its  activities  after  obtaining  any  necessary
licenses from the relevant authorities.

Article 3:        Participation in Other Companies

The Company may own shares in other existing companies or consolidate therewith.
The Company may also  participate  with others in setting up joint  ventures and
limited liability companies to conduct similar or supplementary activities after
satisfying the relevant laws and regulations.

Article 4:        Head Office

The head office of the Company shall be in the City of Riyadh,  Kingdom of Saudi
Arabia.  The  Company  may  transfer  its head  office to any other place in the
Kingdom of Saudi Arabia and may establish  branches  within  and/or  outside the
Kingdom if the  interests of the Company so require.  subject to the approval of
all of the partners and the receipt of any necessary governmental approvals.

Article 5:        Duration of the Company

The Company has been formed for a period of fifteen (15) years starting from the
date of its  registration  in the  Commercial  Register  in the Kingdom of Saudi
Arabia.  The duration of the Company will  automatically be extended for similar
periods unless one of the partners  notifies the others of his or its desire not
to continue the Company at least six (6) months prior to the


<PAGE>



expiration  of the initial  period or an!  subsequent  period.  by a  registered
letter sent to their addresses.

Article 6:        Capital of the Company

The Company's share capital shall be twelve million five hundred  thousand Saudi
Rivals  (SR12,500,000),  divided into twelve thousand five hundred (12,500) cash
shares of equal value,  the value of each share being one thousand  Saudi Rivals
(SR1,000), apportioned among the partners as follows:
<TABLE>
<CAPTION>

--------------------------------- ----------- --------- ---------------- ----------------
                                                                          PERCENTAGE IN  
                                                                               THE       
            PARTNER               NO. OF      SHARE      TOTAL SHARES       COMPANY'S    
                                    SHARES     VALUE         VALUE           CAPITAL     
--------------------------------- ----------- --------- ---------------- ----------------
<S>                                  <C>        <C>        <C>                 <C>
      Mr. Mohamed Suliman            3625       1000       3,000,000           29%
       Abdullah Al Namla
--------------------------------- ----------- --------- ---------------- ----------------
        Mr. Mohamed Ali              2250       1000       2,250,000           18%
      Abdullah Al Sowailem
--------------------------------- ----------- --------- ---------------- ----------------
    Mr. Ismail Fawzi Ismail          1375       1000       1,375,000           11%
           Abu Khadra
--------------------------------- ----------- --------- ---------------- ----------------
       Mr. Mansour Abdul             1500       1000       1,500,000           12%
     Aziz Mohamed Al Kaaki
--------------------------------- ----------- --------- ---------------- ----------------
     Royle Mid East Limited          1875       1000       1,875,000           15%
--------------------------------- ----------- --------- ---------------- ----------------
   Fibercore Mid East Limited        1875       1000       1,875,000           15%
--------------------------------- ----------- --------- ---------------- ----------------
             TOTAL                  12500                 12,500,000          100%
--------------------------------- ----------- --------- ---------------- ----------------
</TABLE>

The partners declare that the original capital of the Company.  in the amount of
six million three hundred fifty  Thousand  Saudi Rivals (SR 6,350,000) was fully
paid at the time of the Company's formation and that the increase in the capital
of the Company, in the amount of twelve million one hundred fifty thousand Saudi
Rivals (SR 6,150,000),  has been fully paid and deposited in one of the approved
banks in the Kingdom in the name of the Company, as evidenced by the certificate
of the said bank in this regard.

Article 7:        Increase or Reduction of Capital

The capital of the Company may be increased  only with the unanimous  consent of
the partners.

The capital of the Company  may also be  decreased  by a decision of the general
meeting,  provided that the capital may not become less than the minimum  amount
allowed. and in accordance with the following guidelines:

         (a)      If the  capital  is  decreased  because it is in excess of the
                  Company's  needs  the  Company's  creditors  must be  notified
                  pursuant to a notice to be posted in a paper  published in the
                  city where the head office of the Company is


<PAGE>




                  established.  The creditors may object to such decrease within
                  sixty (60) days of the  publication  date. In the event one of
                  the  creditors  objects and presents to the Company  documents
                  substantiating Its claim within the above-mentioned  period of
                  time the Company must either pay the debt if it is due at that
                  time or provide an adequate  guarantee  of payment if the debt
                  is due at a later date.

         (b)      In  the  event  the  Company  has  incurred   losses  totaling
                  three-fourths  (3/4) of its  capital,  its  capital may not be
                  decreased.

Article 8:        Rights of Partners

Except as the partners may  otherwise  agree in writing all shares  confer equal
rights and  obligations  upon their holders and each share in the capital of the
Company shall entitle its holder to one vote and an equal proportionate share in
the assets of the Company upon  liquidation.  Each partner  shall be entitled to
participate in the  deliberations  of the general  meetings and to use and enjoy
his or its voting and other rights in  accordance  with the  provisions of these
Articles and the Companies Regulations.

If any shares are  transferred in accordance  with Article 9 hereof,  all rights
and obligations  attached to a share shall be  automatically  transferred to the
new owner.  Ownership of shares and the  determination of rights and obligations
arising  therefrom shall be governed by the provisions of these Articles and the
decisions of the general meetings.

Each  partner  shall  have the right to  examine  all books  records.  accounts,
inventors  lists and other documents of the Company during normal working hours.
It is the  responsibility  of the  Manager  of the  Company  to  facilitate  the
exercise of this right by the partners.

Article 9:        Shares

The shares shall be freely transferable among the partners.  However, no partner
may assign one or more of his or its  shares to a third  party.  with or without
consideration.  except  with the prior  written  consent of the other  partners.
Nevertheless. every partner shall have the right to recover such shares pursuant
to Article 165 of the  Companies  Regulations  at the net book value  thereof as
determined by the Company's auditor as of the end the last fiscal month prior to
the date notice of the intended share transfer was given.

No partner may pledge,  mortgage or otherwise  encumber any of his or its shares
without the prior  written  consent of all the partners and no such action shall
be binding on the Company or the other partners in the absence of such consent.

A share in the  capital  of the  Company is  indivisible.  If for any reason the
ownership  of a share is vested in more than one  person  the  Company  shall be
entitled to suspend the  enjoyment  of rights  conferred by such share until the
joint owners have chosen from among  themselves  one person to be  considered as
sole owner of such share in relation to the Company. The Company may fix a


<PAGE>



period within which the joint owners shall make this choice.  If they fail to do
so within the period specified. the Company may offer the share for sale for the
account of the joint owners to the other partners or a third party.

Article 10:       Share Register

The Company  shall  establish  and keep at its head  office a share  register in
which it shall enter the names of the  partners.  the number of shares  owned by
each and all transactions affecting the shares. No transfer of ownership of such
shares  shall be effective  vis-a-vis  the Company or any third party unless the
reason for the transfer of ownership is entered in the aforementioned  register.
The register must contain all of the following information:

         (a)      the  name of each  partner  and his  occupation,  nationality,
                  address and identity card (or passport) number;

         (b)      the number and value of the shares owned by each partner;

         (c)      the  number and value of shares  which have been  transferred,
                  along  with a  description  of the  manner in which the shares
                  were  transferred  - whether by sale,  purchase,  inheritance,
                  gift or otherwise:

         (d)      the name and signature of the transferor and ~e transferee;

         (e)      the date of the transfer; and

         (f)      the number and value of shares owned by each partner after any
                  such transfer.

The pages of the share register shall be numbered  sequentially.  No page may be
deleted nor any erasure or revision made to the information contained therein.

Each  partner  shall have the right to  examine  the share  register  during the
normal working hours of the Company.

Article 11:       Management of the Company

The  management  of the Company  shall be delegated to a Manager  appointed by a
resolution of the partners duly adopted in accordance with Article 12.

The  Manager  of the  Company  shall  have the  following  responsibilities  and
authority:

         (a)      managing and  controlling  the  day-to-day  operations  of the
                  Company and causing the Company to carry out its operations in
                  accordance  with his best  professional  judgment and approved
                  policies  and  guidelines  these  Articles  and the  laws  and
                  regulations of the Kingdom:


<PAGE>




         (b)      managing and controlling all capital and revenue  expenditures
                  within the scope of budgets approved by the partners;

         (c)      representing  and  acting on behalf of the  Company  vis-a-vis
                  third parties and before all governmental and official bodies.
                  including courts and tribunals;

         (d)      operating   bank  accounts  in  accordance   with   guidelines
                  established by the partners;

         (e)      entering  into  contracts  and  agreements  on  behalf  of the
                  Company  provided that  contracts  whose value is greater than
                  one  hundred  thousand  Saudi  Rivals   (SR100,000)  or  whose
                  duration is longer  than one (1) year shall  require the prior
                  approval of the partners.

         (f)      utilizing  credit  facilities,  subject  to  approval  of  the
                  partners;

         (g)      hiring and firing the agents and  employees of the Company and
                  determining   their  wages.   benefits  and  other  terms  and
                  conditions  of  employment;  granting  work  visas.  exit  and
                  re-entry and final exit visas to the  Company's  employees and
                  sponsors and transferring and assigning their sponsorship; and

         (h)      within  the  scope  of  his  authority   and   responsibility,
                  delegating  power to others and revoking such  delegations and
                  taking  whatever  actions may be  necessary to ensure that the
                  Company is run as efficiently and profitably as possible.

The partners shall execute such powers of attorney or other  documents as may be
necessary  to allow the Manager of the  Company to fulfill his  responsibilities
and  obligations  specified  in this  Article or  otherwise  required  of him in
accordance with these Articles of Association.

The  employment  of the Manager of the Company may be terminated by a resolution
of the  partners.  In the event the  employment of the Manager of the Company is
terminated  his  successor  shall be  appointed  in the manner set forth in this
Article.  The  partners  agree that the  manager  shall be  replaced if partners
holding at least thirty percent (30%) of the capital so request in writing.

Article 12:       Partners' Meetings

The duly  authorized  representatives  of each  partner  shall have the right to
attend  and to take  part  in the  deliberations  of and to vote at all  general
meetings.  Each  partner  shall  provide  the other  partners  in  writing  from
time-to-time with the names of the individuals  appointed to represent him or it
at the general meeting and to cast a vote on his or its behalf.

General  meetings  shall be held at the head  office of the  Company  or at such
other places as may be agreed by the partners. General meetings shall be held at
least once every six (6) months and at such  additional  times as the Manager of
the Company and/or any partner may require on at


<PAGE>



least fifteen (15) days prior notice To the partners.  Notice of each  partners'
meeting shall include the agenda and all documents concerning the business to be
transacted at the meeting.  The partners may waive these requirements for notice
by a vote at the  beginning  of a  meeting  and  before  any other  business  is
transacted.  The partners may designate. from among those appointed to represent
each of them at general  meetings,  one person who shall chair general meetings.
The chairman  shall  select a person to act as the  secretary of the Company and
the person  will  ensure  that an  adequate  and  accurate  record of  partners'
meetings is made and kept.

The Manager of the Company shall convene an annual  general  meeting  within six
(6) months following the close of each fiscal year of the Company to:

         (a)      review and  approve a report  from the  Manager of the Company
                  concerning the management and administration of the Company;

         (b)      review and  approve  the  auditor's  report for the  preceding
                  fiscal year;

         (c)      consider and take any appropriate  decision in relation to any
                  of the foregoing matters;

         (d)      appoint or reappoint  auditors to audit the Company's accounts
                  for the  ensuing  fiscal  year and  determine  their  fees and
                  choose the legal advisors and banks to be used by the Company;
                  and

         (e)      discuss and decide upon any other business or matter  relating
                  to the Company.

The presence of the duly  authorized  representatives  of all partners  shall be
necessary to constitute a valid quorum.  If, however a quorum is not achieved at
any validly called meeting, the meeting shall be postponed for seven (7) days at
the same time and place and the duly authorized  representatives of the partners
present for the postponed  meeting shall constitute a valid quorum provided that
they  represent  partners  holding at least  seventy-five  percent  (75%) of the
Company's capital.

Article 13:       Partners' Decisions

Each partner shall have a number of votes equal to the number of shares he or it
has in the Company on each matter presented to the partners for decision.

Partners'  decisions relating to any change in the nationality of the Company or
any increase in the financial  burdens of the partners shall be unanimous.  .411
other  decisions  shall require the  affirmative  vote of those  representing at
least seventy-five percent (75%) of the capital of the Company.

After  circulation.  a resolution in writing  signed by the requisite  number of
partners  shall be as valid and effective as if it had been passed at a partners
meeting duly convened and held.


<PAGE>





Any such resolution may consist of several documents in like form each signed by
the duly authorized representatives of one or more of partners wherever they may
be situated.

Except for matters  expressly  placed under the  authority of the Manager of the
Company  pursuant to these Articles or pursuant to a resolution of the partners,
decisions  related to the  management  and  operation of the Company may be made
only by a partners'  resolution  adopted in accordance with Article 12 above and
this Article.

Article 14:       Books of Accounts and Annual Financial Statements

The Manager of the Company  shall cause the Company to maintain  proper books of
accounts and complete and accurate records regarding:

         (a)      all income and expenditures of the Company,

         (b)      all contracts entered into by the Company;

         (c)      all purchases and sales made by the Company; and

         (d)      the assets and liabilities of the Company.

All  books of  account  and  records  shall be  maintained  in  accordance  with
generally accepted accounting  principles and the regulations of the Kingdom and
kept at the head office of the Company.

Article 15:       Auditor

The  partners  shall  cause an auditor to be  appointed  annually  by a partners
resolution  adopted  at a general  meeting.  The  auditor  must be  licensed  to
practice in the Kingdom in accordance with the Auditors Regulations. The auditor
shall ensure that the Articles of  Association  of the Company and the Companies
Regulations are being applied.  He shall review all inventories and final annual
accounts  and  inspect  the  balance  sheet and submit an annual  report to each
partner and to the  Manager.  For that  purpose he may review all the  Company's
books.  documents and contracts  entered into with third parties and may request
clarification  and  information  as  he  deems  necessary.  The  partners  shall
determine the auditor's remuneration on an annual basis.

Article 16:       Fiscal Year

         (a)      The first  fiscal  year of the Company  shall  commence on the
                  date of its registration in the Commercial Register and end on
                  22 Shaaban  1417H  corresponding  to 31  December  1996G.  The
                  duration of each  subsequent  fiscal year shall be twelve (12)
                  months.


<PAGE>




         (b)      The  Manager  of the  Company  shall.  within  four (4) months
                  following  the end of such  fiscal  year,  prepare  a  balance
                  sheet.  profit and loss account,  and a report  describing the
                  Company's activities and financial position and containing his
                  recommendations as to the distribution of profits. The Manager
                  shall send to each partner and to the Companies' Department at
                  the Ministry of Commerce a copy of these  documents,  together
                  with a copy of the auditor's report.
                  within two (2) months of their date of preparation.

Article 17:       Distribution of Profits

The annual net profits of the  Company,  after  deduction  of general  costs and
expenses shall be distributed in the following manner:

         (a)      The Company  shall set aside ten  percent  (10%) of its annual
                  net profits to constitute the statutory reserve required under
                  Article  176 of the  Companies  Regulations.  The  Company may
                  cease  setting  aside this  reserve  when it reaches  one-half
                  (1/2) of the Company's capital.

         (b)      The partners may resolve to establish  additional  reserves or
                  to carry  forward  the profits in whole or in part to the next
                  fiscal year.

         (c)      The remainder of the net profits shall be  distributed  to the
                  partners  in  proportion  to their  respective  shares  in the
                  capital  unless  the  partners   unanimously   resolve  on  an
                  alternative method of distribution.

Article 18:       Losses

If losses are  incurred,  they shall be borne by the  partners  to the extent of
each partner's  ownership of shares in the Company's  capital or carried over to
the next fiscal year. No profits shall be distributed until the losses are fully
covered. If the Company's losses reach  three-quarters  (3/4) of its capital the
Manager of the Company must summon the partners to a meeting within a period not
to exceed thirty (30) days from the date on which the losses reach this level in
order to consider  whether to continue the  Company,  in which case the partners
must pay its debts,  or to dissolve it. The  resolution  of the partners in this
respect shall not be valid unless it is issued in accordance with Article 173 of
the Companies  Regulations  and the resolution must in all cases be published in
the manner provided in Article 164 of the Companies Regulations.  If the Company
continues to pursue its business  without the issuance of a decision to continue
it pursuant to the foregoing  conditions,  or to dissolve it. the partners shall
become  jointly and severally  liable to pay all of the Company's  debts and any
interested party may request that it be dissolved.


<PAGE>




Article 19:       Dissolution and Liquidation of the Company

The Company may be dissolved for any of the reasons for dissolution contained in
Article 15 of the Companies Regulations. Upon the Company's dissolution it shall
enter the stage of liquidation  in accordance  with the provisions of Chapter 11
of the Companies  Regulations.  In case of voluntary  liquidation,  the partners
shall appoint one or more  liquidator(s)  for purpose of liquidating the Company
and shall determine their authority and fees and the following must be observed:

         (a)      A report  certified  by a  chartered  accountant  licensed  to
                  practice  in the  Kingdom  shall  be  prepared  regarding  the
                  financial  status of the Company as of the date of issuance of
                  the partners  resolution to dissolve and liquidate the Company
                  which  establishing  the  Company's  ability to discharge  its
                  obligations and its debts vis-a-vis third parties.

         (b)      All  entitlements  of  creditors  must  be  paid  in full or a
                  settlement  entered  into with them.  Otherwise,  the  Company
                  shall not be  liquidated  until  after a decision is issued by
                  the  Board of  Grievances  announcing  the  bankruptcy  of the
                  Company  pursuant to a request by the creditors or the Company
                  in accordance with the Commercial Court Regulations.

Subject to the  provisions  of the Companies  Regulations,  the Company shall be
automatically dissolved upon the occurrence of any of the following:

         (a)      the dissolution or death of a partner; or

         (b)      the  Company  or  any  partner  becomes  bankrupt,  insolvent,
                  applies for or consents to the  appointment of a receiver or a
                  liquidator  for his or its assets,  or seeks  relief under any
                  law for the aid of  debtors  or takes or  permits  any  action
                  under the laws of Saudi Arabia or under other  applicable laws
                  similar to the foregoing; or

         (c)      any other event occurs  which the  partners  shall have agreed
                  should cause the Company to be dissolved.

Notwithstanding the above. after the occurrence of any of the events referred to
in the  preceding  paragraph  that  result in an  automatic  dissolution  of the
Company, the remaining partners may agree to continue the Company.

Article 20:       Company Documents

The Company's letterhead shall clearly show the name of the Company. followed by
the phrase 'a limited  liability  company,"  as well as the  address of Its head
office. its commercial  registration number and Its capital. All other documents
shall comply with any applicable rules and regulations.

Article 21:       Notices

Any  notices  given  hereunder  shall be deemed to be  sufficiently  given if in
writing and delivered by postpaid  registered mail or  international  courier or
facsimile  addressed as follows or as may be advised by one party to the company
in writing from time-to-time and registered in the partners registry:


<PAGE>



  (a)    in the case of The First Party:    Mohamed Suliman Abdullah A1 Namla
                                            P.O. Box 517
                                            Riyadh 11421
                                            Kingdom of Saudi Arabia
                                            Fax: (966-1)

  (b)    in the case of the Second Party:   Mohamed Ali Abdullah A1 Sowailem
                                            P.O. Box 1799
                                            Riyadh 11441
                                            Kingdom of Saudi Arabia
                                            Fax:     (966-1)

  (c)    in the case of the Third Party:    Ismail Fawzi Ismail Abu Khadra
                                            P.O. Box 1799
                                            Riyadh 11441
                                            Kingdom of Saudi Arabia
                                            Fax:     (966-1)

  (d)    in the case of the Fourth Party:   Mansour Abdul Aziz Mohamed Al Kaaki
                                            P.O. Box 34
                                            Riyadh 11411
                                            Kingdom of Saudi Arabia
                                            Fax: (966-1)

  (e)    in the case of the Fifth Party:    Royle Mid East Ltd.
                                            1000 Cannonball Road
                                            Pompton Lakes, NJ 07442
                                            United States of America
                                            Fax: (1-201) 839-7327
                                            Attention:  John C. Ramsey

  (f)    in the case of the Sixth Party:    Fibercore Mid East Ltd.
                                            P.O. Box 206
                                            174 Charlton Road
                                            Sturbridge, MA 01566
                                            United States of America
                                            Fax: (1-508) 347-2778
                                            Attention: Mohamed A. Aslami

A notice shall be deemed to have been made and received:  (i) when  delivered to
the appropriate address. if sent by registered mail or international  courier or
(ii) when received or when  dispatched and sate receipt is  acknowledged  by the
receiving facsimile machine if sent by facsimile.


<PAGE>



Article 22:       General Provisions

(a)      The  Company  shall be subject to all laws in effect in the  Kingdom of
         Saudi Arabia.

(b)      All matters  not  governed by these  Articles of  Association  shall be
         governed by the Companies Regulations.

Article 23:       Counterparts

These  Articles of  Association  have been executed in several  counterparts  of
which each partner shall  receive one  counterpart.  The remaining  counterparts
shall be submitted to the concerned  authorities for purposes of registering the
Company in the Commercial and Companies Registers.

IN WITNESS WHEREOF, this First Amendment to the Articles of Association has been
executed as of the date first written above.


The First Party                                      The Second Party

----------------------                               ------------------------




The Third Party                                      The Fourth Party

----------------------                               ------------------------



The Fifth Party                                      The Sixth Party

----------------------                               ------------------------
Name:                                                Name:
Title:                                               Title:


<PAGE>



                                   Exhibit II

                           COMMISSION AGENCY AGREEMENT

THIS  COMMISSION  AGENCY  AGREEMENT is entered into as of the  _________  day of
_________ 1996, by and between:

         (i)      MIDDLE EAST FIBER OPTIC CABLE MANUFACTURING COMPANY LIMITED, a
                  limited  liability  company  organized and existing  under the
                  laws  of  the  Kingdom  of  Saudi  Arabia,  having  Commercial
                  Registration  No.  1010136511  issued at Riyadh on  11/2/1416H
                  ("MEFC"); and

         (ii)     FIBERCORE  MID EAST LTD.,  a company  organized  and  existing
                  under the laws of the Cayman  Islands  with an address of P.O.
                  Box 30592 S.M.B.,  George Town. Grand Cayman,  Cayman Islands.
                  BWI ("Agent").

1.       Appointment

         MEFC hereby  appoints Agent and Agent hereby accepts such  appointment.
         subject to the  provisions of this  Agreement.  as the sole  commission
         agent in the  countries  listed in Appendix A hereof (the  "Territory")
         for optical fiber and fiberoptic  cable products  produced by MEFC (the
         "Products").

2.       Term and Termination

2. 1     This  Agreement  will take effect on the date hereof and shall continue
         through the third anniversary of such date unless earlier terminated as
         provided in this Agreement.  MEFC shall not be responsible to Agent for
         any costs or damages  resulting from the termination of this Agreement.
         This Agreement  shall  automatically  be renewed for successive one (1)
         year periods  unless either party sends the other written  notice of an
         intention  not to renew.  which  notice  must be given no less than one
         hundred  eighty  (180)  days  prior  to each  anniversary  date of this
         Agreement  provided.  however,  that in no event shall the term of this
         Agreement exceed fifteen (15) years from the date hereof

2.2      Either party may terminate  this Agreement at any time in the event the
         other party  breaches any of its  obligations  contained  herein.  Such
         termination shall be effective thirty (30) days after written notice is
         given to the party in breach  specifying  the  claimed  breach(es)  The
         party in breach may avoid  termination if it cures the breach(es) prior
         to the end of such thirty (30) day period.

2.3      MEFC may terminate this  Agreement with immediate  effect if at the end
         of the third year from the date hereof or at the end of any  subsequent
         year the aggregate  ex-works  value of orders  referred by the Agent to
         the Company in the Territory are less than  seventy-five  percent (75%)
         of the target  amount  appearing in the annual budget of the Company in
         respect of such year.


<PAGE>




2.4      Either party may terminate this Agreement with immediate  effect if the
         other party becomes  bankrupt or insolvent or is placed in  liquidation
         or receivership.

3.       Orders and Commissions

3. 1     Agent has no authority to accept orders on behalf of MEFC and therefore
         agrees that it must promptly  refer all orders to MEFC in writing.  All
         orders are  subject to  approval  and  acceptance,  either  entirely or
         partially, by MEFC in writing. MEFC shall have no liability to Agent or
         any third party if it  declines to accept an order.  Unless MEFC agrees
         otherwise  in writing,  all sales will be made upon MEFC's then current
         standard  sales  terms  and  conditions  and  list  prices.  Except  as
         otherwise  agreed  between MEFC and Agent,  MEFC  reserves the right to
         alter  its  standard   sales  and   conditions  and  list  prices  from
         time-to-time,  provided  that it shall  not  change  prices  or  orders
         already  accepted  and shall give Agent at least thirty (30) days prior
         written notification of any price change.

3.2      MEFC agrees to pay Agent commissions equal to:

         (a)      ten  percent  (10%) of MEFC's  ex-works  invoice  price of any
                  Products  sold by MEFC to a  customer  in the  Territory  as a
                  result of an order  referred to MEFC by the Agent  pursuant to
                  Clause 3.1 and  accepted by MEFC within six (6) months of such
                  referral; and

         (b)      five  percent (5 %) of MEFC's  ex-works  invoice  price of any
                  Products sold by MEFC to a customer in the Territory otherwise
                  than in accordance with (a) above ("Direct  Sales"),  provided
                  that no commission shall be payable in respect of direct sales
                  of Products to customers in Italy.

3.3      Commissions  shall be payable  within  thirty  (30) days from when MEFC
         receives  payment for  Products.  If partial  payments  are received by
         MEFC,  the  commission   payable  shall  be  appropriately  pro  rated.
         Commission  shall be paid to Agents  bank  account,  as notified by the
         Agent to MEFC pursuant to Clause 10.

4.       Delay in Performance

         Neither  party shall be liable for failure or delay in the  performance
         of any of its  obligations  under  this  Agreement.  if such  delay  or
         failure  is caused by  circumstances  beyond  the  control of the party
         affected.

5.       Waiver

         None of the provisions of this  Agreement  shall be deemed to have been
         waived by any act of or  acquiescence on the part of MEFC its agents or
         employees. but only by an instrument in writing signed by an authorized
         officer of MEFC. No waiver of any


<PAGE>



         provisionof  this  Agreement  shall  constitute  a waiver  of any other
         provision or of the same provision on another occasion.

6.       No Partnership or Power of  Attorney

         It is expressly declared that this Agreement and relationships  between
         the parties established hereby does not constitute a partnership, joint
         venture.  power of attorney or contract of employment between them. For
         the avoidance of doubt,  Agent shall have no authority to accept orders
         on behalf of MEFC or to enter into any  contract or  undertaking  or on
         behalf of .MEFC and covenants not to purport to do so.

7.       Arbitration

7. 1     MEFC and Agent  agree  that they will  attempt in good faith to resolve
         any  disagreement or dispute arising under, by reason of, or in any way
         connected with this Agreement by negotiation.  In the event that either
         party in its sole  discretion  believes  that such  negotiation  is not
         likely to resolve such  disagreement or dispute,  that party may send a
         notice to the other party requesting  arbitration of the dispute.  MEFC
         and Agent both agree that all such  disagreements  or  disputes  shall,
         following notice, be subject to binding arbitration in London.  England
         under  international  arbitration rules and consent to jurisdiction and
         venue there for that purpose.  Arbitration is to be conducted solely in
         the English  language.  MEFC and Agent agree that an arbitral award may
         be entered as a final judgment in any appropriate court and be enforced
         by or through such court(s).

7.2      In the event an  arbitration  is commenced to enforce a party's  rights
         under this  Agreement.  the  prevailing  party in such action  shall be
         entitled to recover its costs and reasonable attorneys' fees.

8.       Assignment

         This  Agreement  shall be binding  upon and inure to the benefit of the
         parties hereto and their respective successors and assigns, except that
         Agent may not assign or transfer its rights or  obligations  under this
         Agreement in any way without the prior written consent of MEFC.

9.       Severability

         Except as otherwise provided herein, if any provision of this Agreement
         shall  be held by a court  of  competent  jurisdiction  to be  illegal,
         invalid or unenforceable, the remaining provisions shall remain in full
         force and effect.

10.      Notices

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


<PAGE>



If to MEFC:                                      _____________________________

                                   Telephone:
                                      Fax:
                                   Attention:

If to Agent:                                     Fibercore Mid East Ltd.
                                                 P.O. Box 206
                                                 174 Charlton Road
                                                 Sturbridge, MA 01566
                                                 United States of America
                                                 Telephone:
                                                 Fax: (1-508) 347-2778
                                                 Attention:

or to such other  address or  facsimile  number  either  party may  designate in
writing.

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

MIDDLE EAST FIBER CABLE                       FIBERCORE MID EAST LTD
COMPANY

----------------------------                   -----------------------------
By                                                      By

----------------------------                   -----------------------------
Name (Print)                                            Name (Print)

----------------------------                   -----------------------------
Title                                                   Title

----------------------------                   -----------------------------
Date                                                    Date


<PAGE>



                                   Appendix A

                                    Territory

The Territory comprises: the United States of America and all territories on the
continent of Europe, excluding any part of Turkey.


<PAGE>



TABLE - BALANCE SHEET

<PAGE>



TABLE - BALANCE SHEET

<PAGE>



TABLE - MIDDLE EAST FACTORY BUILDING


<PAGE>



TABLE - MIDDLE EAST VEHICLES


<PAGE>



TABLE - MIDDLE EAST FURNITURE AND FIXTURES


<PAGE>



TABLE - MIDDLE EAST OFFICE EQUIPMENT


<PAGE>



TABLE - MIDDLE EAST PLANT SERVICES EQUIPMENT


<PAGE>



TABLE - MESC PAYABLES


<PAGE>



                                   Exhibit IV

                           SALES OF FIBER and PREFORMS

The Third Party will supply or arrange for an  affiliate  to supply  Single Mode
Fiber ("SMF") and Single Mode  Preforms  ("SMP") to the Company in the following
maximum quantities during the following  periods,  starting on the date on which
the Company commences commercial production of any Products ("CCP"):

         First six (6) months after CCP                12,500 km/SMF
                                                       12,500 km/SMP
         Next twelve (12) months                       90,000 km/SMP'
         Next twelve (12) months                      135,000 km/SMP
         Next twelve (12) months                      180,000 km/SMP
         Each twelve (12) months thereafter           225,000 km/SMP

The above quantities assume  approximately equal monthly shipments.  The Company
shall have  absolute  discretion  to adjust  quantities  ordered below the above
limits, but will endeavor to do so not more frequently than quarterly.

Pricing  of SMF  shall  be 10%  less  than  proven  competitive  prices  for SMF
delivered in Saudi Arabia with equivalent specifications.

Pricing  of SMP shall be $42.50 per km  ex-works  Jena,  Germany  for the period
ending  in  December  1995.  and  thereafter  at a price at least  US$15.00  per
kilometer  (ex-works)  less  than any bona fide  fiber  prices  with  equivalent
specifications  available for delivery to the Kingdom, from either Corning, Inc.
or AT&T.

SMF and SMP will be sold to the Company on the Third Party's  standard terms and
conditions of sale a copy of which is attached hereto and made a part hereof.


<PAGE>



                            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


<PAGE>



                  immediately   following   execution  of  the  product   supply
                  agreement by the MEFC Joint Venture.

         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


<PAGE>



closing, the Purchaser shall notify the Company in writing of the names in which
all shares and warrants are to be registered.

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  outstanding  warrants  options  or other
agreements to acquire shares of the Company are set forth


<PAGE>



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  contemplated  hereby or  thereby,  constitutes  or
results in or will constitute or result in a default or


<PAGE>



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


<PAGE>




                  (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


<PAGE>



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


<PAGE>



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:


<PAGE>





         (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.


<PAGE>



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