SUBSIDIARY GUARANTY



         This continuing Subsidiary Guaranty ("Guaranty") is made as of November
27, 1996, by FIBERCORE  GLASFASER JENA GMBH, a  corporation  incorporated  under
the laws of Germany ("Guarantor"),  in favor of AMP INCORPORATED, a Pennsylvania
corporation ("Lender").

                                    RECITALS

         A.  Pursuant to that  certain  Term Loan  Agreement  dated of even date
herewith  (as  the  same  may  from  time  to  time  be  amended,   modified  or
supplemented,  the "Loan  Agreement")  by and among  FiberCore,  Inc.,  a Nevada
corporation  ("Borrower") and Lender, Lender has agreed to make certain advances
of money and to extend  certain  financial  accommodations  to  Borrower  in the
amounts and manner set forth in the Loan Agreement (collectively, the "Loan").

         B. Guarantor is a  wholly-owned  Subsidiary of Borrower and will obtain
substantial direct and indirect benefit from the making of the Loan by Lender to
Borrower.

         C. Lender is willing to make the Loan to Borrower on and after the date
of the Loan Agreement, but only upon the condition, among others, that Guarantor
shall have executed this Guaranty and delivered same to Lender.

         D. In order to induce,  and in consideration of the agreement of Lender
to make the Loan to  Borrower,  Guarantor is willing to execute and deliver this
Guaranty guaranteeing the full payment and performance by Borrower of all of its
Obligations under the Loan Agreement and each of the other Loan Documents (other
than the Debt Conversion Agreement and the Convertible Debenture) (collectively,
the "Loan Obligations").

         NOW,  THEREFORE,  in consideration of the foregoing  recitals,  and for
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby  acknowledged,  and  intending  to be  legally  bound,  Guarantor  hereby
represents, warrants, covenants and agrees as follows:

         1. Definitions. All capitalized terms used but not defined herein shall
have  the  meanings  given  to  them in the  Loan  Agreement.  Guarantor  hereby
acknowledges having received a copy of the Loan Agreement.

         2. Guaranty.

                  2.1 Guaranty.  In  consideration  of the foregoing,  Guarantor
hereby  irrevocably,  absolutely  and  unconditionally  guarantees to Lender the
prompt  and  complete  payment  when  due  (whether  by  stated   maturity,   by
acceleration  or  otherwise) of all of the Loan  Obligations,  together with the
prompt payment of all expenses, including reasonable attorneys' fees, incidental
to the collection of the Loan Obligations and the enforcement or protection of



                                       1.

<PAGE>


Lender's  security  interest in the collateral  described in the German Security
Agreement  (the  "Collateral")  and the prompt  performance of all of Borrower's
Loan Obligations.  (The Loan Obligations and all other obligations and covenants
to  be  performed  by  Guarantor  under  this  Guaranty  shall   hereinafter  be
collectively referred to as the "Guaranty Obligations.")

                  2.2 Expenses. Guarantor agrees to pay all expenses incurred by
Lender  in  connection  with the  enforcement  of  Lender's  rights  under  this
Guaranty,  including,  without limitation,  reasonable attorneys' fees and legal
expenses.

                  2.3 Joint and Several Liability.  The obligations of Guarantor
hereunder  shall be joint and several with the obligations of any others who may
execute  any  guaranty  respecting  the Loan  Obligations,  notwithstanding  any
relationship or contract of co-obligation by or among such guarantors.  Lender's
enforcement of the Guaranty Obligations is not conditioned upon Lender obtaining
from any other person a guaranty of all or any part of the Loan Obligations.

                  2.4  Separate   Obligations.   The  Guaranty   Obligations  of
Guarantor  arising  hereunder are  independent  of and separate from any and all
obligations of Borrower to Lender arising under the Loan Agreement and the other
Loan Documents.

         3. Payments.  All payments to be made by Guarantor to Lenders hereunder
shall be made in lawful money of the United  States of America,  in  immediately
available  funds,  addressed  to  Lender  at the  address  set forth in the Loan
Agreement  (or such  other  address  as  Lender  may  hereafter  specify  to the
Guarantor) and shall be accompanied by a notice from Guarantor stating that such
payments are made under this Guaranty.

         4. Absolute  Guaranty.  Guarantor  agrees that the liability  hereunder
shall be the  immediate  and direct  obligation  of  Guarantor  and shall not be
contingent  upon  Lender's  exercise  or  enforcement  of any remedy it may have
against Borrower or any other person,  or against the Collateral or any security
for the Guaranty Obligations. To the fullest extent permitted by law and without
limiting the generality of the foregoing,  the Guaranty Obligations shall remain
in full force and effect without regard to and shall not be impaired or affected
by, nor shall  Guarantor be exonerated  or  discharged  by, any of the following
events:

                  (a)  Insolvency,  bankruptcy,   reorganization,   arrangement,
adjustment,  composition,  assignment  for  the  benefit  of  creditors,  death,
liquidation,  winding up or  dissolution  of  Borrower,  Guarantor  or any other
guarantor of the Loan Obligations;

                  (b) Any limitation,  discharge,  or cessation of the liability
of Borrower,  Guarantor or any other  guarantor for the Loan  Obligations due to
any statute,  regulation,  or rule of law, or any invalidity or unenforceability
in whole or in part of the  documents  evidencing  the Loan  Obligations  or any
other guaranty of the Loan Obligations;

                  (c)  Any  merger,  acquisition,  consolidation  or  change  in
structure of Borrower,  Guarantor or any other guarantor of the Loan Obligations
or any sale, lease, transfer, or other




                                       2.

<PAGE>



disposition of any or all of the assets or shares of Borrower,  Guarantor or any
other guarantor of the Loan Obligations;

                  (d) Any assignment or other transfer,  in whole or in part, of
Lender's interests in and rights under this Guaranty,  the Loan Agreement or any
of the other Loan Documents,  including,  without limitation,  Lender's right to
receive  payment  or  performance  of  the  Loan  Obligations  or  the  Guaranty
Obligations,  as the case may be, or any assignment or other transfer,  in whole
or in part,  of Lender's  interest in and to the  Collateral  securing  the Loan
Obligations or any security for the Guaranty Obligations;

                  (e) Any claim, defense,  counterclaim,  or set-off, other than
that of  payment  not yet  being  due or of prior  performance,  that  Borrower,
Guarantor  or any other  guarantor of the Loan  Obligations  may have or assert,
including, but not limited to, any defense of incapacity or lack of corporate or
other authority to execute any documents  relating to the Loan Obligations,  the
Collateral  securing  the Loan  Obligations  or any  security  for the  Guaranty
Obligations;

                  (f)  Lender's  amendment,  modification,  renewal,  extension,
renunciation or cancellation of any documents or agreements relating to the Loan
Agreement, the Loan Obligations, the Collateral securing the Loan Obligations or
any security for the Guaranty  Obligations,  or Lender's exchange,  release,  or
waiver of any Collateral  securing the Loan Obligations,  or of any security for
the Guaranty Obligations;

                  (g) Lender's  exercise or nonexercise  of any power,  right or
remedy with respect to the, the Collateral  securing the Loan  Obligations,  the
Guaranty  Obligations or any security for the Guaranty  Obligations,  including,
but not limited to, Lender's compromise,  release,  settlement or waiver with or
of  Borrower,  Guarantor  (except in its capacity as  Guarantor  respecting  the
Guaranty Obligations) or any other Person;

                  (h) Lender's vote, claim, distribution,  election, acceptance,
action or inaction in any bankruptcy case related to the Loan  Obligations,  the
Collateral  securing  the Loan  Obligations,  the  Guaranty  Obligations  or any
security for the Guaranty Obligations; and

                  (i) Any  impairment or invalidity of the  Collateral  securing
the Loan  Obligations  or any  security  for the  Guaranty  Obligations,  or any
failure to perfect any of Lender's liens thereon or therein.

         5.  Representations  and Warranties.  Guarantor  hereby  represents and
warrants to Lender and agrees that each of said  warranties and  representations
shall be deemed to survive until full and complete and indefeasible  payment and
performance of the Loan Obligations and shall apply anew to each borrowing under
the Loan Agreement:

                  (a)  Guarantor is a  corporation  duly  organized  and validly
existing in good  standing  under the laws of Germany and is duly  qualified and
licensed  as  a  foreign   corporation,   authorized  to  do  business  in  each
jurisdiction within the United States where its ownership of


                                       3.



<PAGE>



property or conduct of business  requires such  qualification and the failure to
so qualify would have a Material Adverse Effect, and in each jurisdiction within
the  United  States  where  Guarantor  maintains  an office;  Guarantor  has the
corporate  power and  authority,  rights and  franchises to own its property and
assets  and to  carry  on its  business  as now  conducted;  Guarantor  has  the
corporate  power and authority to execute,  deliver and perform the terms of the
Loan Documents to which it is a party and all other instruments and documents to
which it is a party contemplated hereby or thereby.

                  (b) The  execution,  delivery and  performance by Guarantor of
this Guaranty (i) are within Guarantor's powers and have been duly authorized by
all necessary action;  (ii) do not contravene  Guarantor's  charter documents or
any law or any contractual  restriction  binding on or affecting Guarantor or by
which  Guarantor's   property  may  be  affected;   (iii)  do  not  require  any
authorization  or approval or other  action by, or any notice to or filing with,
any  governmental  authority or any other person under any indenture,  mortgage,
deed of trust,  lease,  agreement or other  instrument  to which  Guarantor is a
party or by which  Guarantor or any of its property is bound except such as have
been  obtained  or made;  and (iv) do not,  except as  contemplated  by the Loan
Agreement or this  Guaranty,  result in the  imposition  or creation of any lien
upon the property of Guarantor.

                  (c) This  Guaranty  and each of the  Loan  Documents  to which
Guarantor is a party  constitute  the legal,  valid and binding  obligations  of
Guarantor,  enforceable  against  Guarantor in accordance with their  respective
terms,  except as the  enforceability  thereof  may be  subject to or limited by
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar
laws  relating to or  affecting  the rights of  creditors  generally  and by the
application of general equitable principles.

                  (d) There are no material claims, actions, suits,  proceedings
or other litigation pending or, to the best of Guarantor's knowledge,  after due
inquiry,  threatened  against Guarantor or Borrower or any of their Subsidiaries
at law  or in  equity  before  any  governmental  agency  or,  to  the  best  of
Guarantor's  knowledge,  after due inquiry,  any material  investigation  by any
governmental  agency of Guarantor's or Borrower's or any of their  Subsidiaries'
affairs,   Properties  or  assets.   Guarantor  does  not  have  any  contingent
liabilities which would, if adversely determined, have a Material Adverse Effect
and  which  are  not  provided  for or  disclosed  in the  financial  statements
delivered to Lender pursuant to the Loan Agreement.

                  (e) The Guaranty  Obligations are not subject to any offset or
defense against Lender or Borrower of any kind.

                  (f) The financial  statements  of  Guarantor,  as shown in the
audited consolidated financial statements of Borrower,  dated as of December 31,
1995 and the company  prepared  consolidated  financial  statements  of Borrower
dated as of September 30, 1996,  copies of which have been  furnished to Lender,
fairly  present in all material  respects the financial  position and results of
operations for Guarantor for the periods purported to be covered thereby, all in



                                       4.


<PAGE>



accordance  with  GAAP,  and there has been no  material  adverse  change in the
financial  position or operations of Guarantor  since the date of such financial
statements.

                  (g) The incurrence of Guaranty Obligations under this Guaranty
will not cause Guarantor to (i) become insolvent; (ii) be left with unreasonably
small capital for any business or  transaction  in which  Guarantor is presently
engaged  or plans to be  engaged;  or (iii) be  unable  to pay its debts as such
debts mature.

                  (h)  All  representations  and  warranties  contained  in this
Guaranty  shall be true,  accurate and complete in all material  respects at the
time of Guarantor's  execution of this Guaranty,  and shall continue to be true,
accurate and complete in all material  respects  until the Guaranty  Obligations
have been paid or otherwise satisfied in full.

         6.  Independent   Analysis.   Guarantor   acknowledges   that  it  has,
independently of and without reliance on Lender, made its own credit analysis of
Borrower  and the  Collateral  in which a security  interest has been granted to
Lender  under  the  Loan  Documents,  performed  its own  legal  review  of this
Guaranty,  the Loan  Documents  and all  related  filings  and is not relying on
Lender with respect to any of the aforesaid  items.  Guarantor  has  established
adequate  means of obtaining from Borrower on a continuing  basis  financial and
other information  pertaining to Borrower's financial condition and the value of
the Collateral and status of Lender's lien on such property. Guarantor agrees to
keep adequately  informed from such means of any facts,  events or circumstances
which might in any way affect Guarantor's risks hereunder, and Guarantor further
agrees that Lender shall have no obligation to disclose to Guarantor information
or material with respect to Borrower or the Collateral acquired in the course of
Lender's relationships to Borrower.  Lender makes no representation,  express or
implied,  with respect to the  Collateral or its interest in, or the priority or
perfection  of its  lien on the  Collateral.  Guarantor  acknowledges  that  its
obligation  hereunder will not be affected by (a) Lender's  failure  properly to
create a lien on the Collateral, or any of it, (b) Lender's failure to create or
maintain a priority with respect to the lien created on the  Collateral,  or any
of it or (c) any act or  omission of Lender  (whether  negligent  or  otherwise)
which adversely  affects the value of the Collateral or Lender's lien thereon or
the priority of such lien.

         7.       Events of Default.

                  7.1  Events of  Default.  It shall be an  "Event  of  Default"
hereunder upon the occurrence of any one or more of the following events:

                           (a) The  occurrence and  continuation  of an Event of
Default under and as defined in the Loan Agreement;

                           (b) Any  representation or warranty of Guarantor made
under this Guaranty or any statement or certificate at any time given in writing
pursuant  hereto  or in  connection  herewith  shall  be  false,  misleading  or
incomplete in any material respect when made;



                                       5.



<PAGE>



                           (c) Guarantor  fails or neglects to perform,  keep or
observe any  covenant or  provision  of this  Guaranty and the same has not been
cured to Lender's  satisfaction  within twenty (20) days after  Guarantor  shall
become aware thereof, whether by written notice from Lender or otherwise;

                           (d) The commencement by Guarantor of a voluntary case
under the United States or any foreign  bankruptcy  laws, as now  constituted or
hereafter  amended,  or  any  other  applicable   federal,   state,  or  foreign
bankruptcy,  insolvency  or similar  law;  or the  consent by  Guarantor  to the
appointment   of  a  receiver,   liquidator,   assignee,   trustee,   custodian,
sequestrator,  agent or other similar official for Guarantor for any substantial
part of its  property;  or the making by  Guarantor  of any  assignment  for the
benefit of  creditors;  or any case or  proceeding is commenced by Guarantor for
its dissolution,  liquidation or termination;  or the taking of any action by or
on behalf of Guarantor in furtherance of any of the foregoing; or

                           (e) (i) The filing of a petition  with a court having
jurisdiction  over Guarantor to commence an involuntary case for Guarantor under
the  United  States  or any  foreign  bankruptcy  laws,  as now  constituted  or
hereafter  amended,  or  any  other  applicable   federal,   state,  or  foreign
bankruptcy,  insolvency  or  similar  law;  or the  appointment  of a  receiver,
liquidator,  assignee,  custodian, trustee, agent, sequestrator or other similar
official  for  Guarantor or for any  substantial  part of its  property;  or any
substantial  part of  Guarantor's  property  is subject to any levy,  execution,
attachment,  garnishment or temporary  protective  order; or the ordering of the
dissolution,  liquidation or winding up of Guarantor's affairs; and (ii) in each
case set forth above,  the failure to obtain the  dismissal of such  petition or
appointment  or the  continuance of such decree or order unstayed and in effect,
as the case may be,  for a period  of  thirty  (30)  days  from the date of such
filing, appointment, or entry of such order or decree.

                  7.2 Acceleration of the  Obligations.  Upon and after an Event
of Default hereunder,  then and in either such event all or any part of the Loan
Obligations  may, at the option of Lender and without demand,  notice,  or legal
process of any kind, be declared, and immediately shall become, due and payable.

         8. Continuing  Guaranty.  This Guaranty shall be a continuing  guaranty
and shall remain in effect until the Guaranty Obligations have been indefeasibly
paid in full, and all Guaranty  Obligations have been satisfactorily  performed.
Any other  guarantors of all or any part of the Loan Obligations may be released
without affecting the liability of Guarantor hereunder.

         9. Tolling of Statute of Limitations. Guarantor agrees that any payment
or performance of any of the Loan  Obligations or Guaranty  Obligations or other
acts which tolls any statute of limitations  applicable to the Loan  Obligations
or  the  Guaranty  Obligations  shall  also  toll  the  statute  of  limitations
applicable to Guarantor's liability under this Guaranty.

         10. Waivers.  To the fullest extent permitted by law,  Guarantor hereby
expressly  waives  (a)  diligence,  presentment,  demand for  payment,  protest,
benefit of any statute of limitations  affecting  Borrower's liability under the
Loan Documents or the enforcement of this



                                       6.


<PAGE>



Guaranty;  (b) discharge due to any disability of Borrower;  (c) any defenses of
Borrower to  obligations  under the Loan Documents not arising under the express
terms of the Loan  Documents or from a material  breach  thereof by Lender which
under the law has the effect of discharging  Borrower from the Loan  Obligations
as to which this  Guaranty is sought to be enforced;  (d) the benefit of any act
or  omission  by Lender  which  directly  or  indirectly  results in or aids the
discharge of Borrower  from any of the Loan  Obligations  by operation of law or
otherwise;  (e) except as otherwise  provided  herein,  all notices  whatsoever,
including,  without  limitation,  notice of  acceptance of this Guaranty and the
incurring of the Loan  Obligations;  and (f) any requirement that Lender exhaust
any right,  power or remedy or proceed  against  Borrower or any other  security
for, or any other  guarantor  of, or any other party liable for, any of the Loan
Obligations or any portion thereof.  Guarantor specifically agrees that it shall
not be necessary or required,  and  Guarantor  shall not be entitled to require,
that  Lender (i) file suit or  proceed to assert or obtain a claim for  personal
judgment against  Borrower,  for the Loan  Obligations;  (ii) make any effort at
collection or  enforcement  of the Loan  Obligations  from the  Borrower,  (iii)
foreclose  against or seek to realize upon the  Collateral or any other security
now or hereafter existing for the Loan Obligations, (iv) file suit or proceed to
obtain or assert a claim for personal  judgment  against  Guarantor or any other
guarantor or other party liable for the Loan Obligations; (v) make any effort at
collection of the Loan Obligations from any such party;  (vi) exercise or assert
any other right or remedy to which  Lender are or may be entitled in  connection
with the Loan  Obligations  or any  security  or  guaranty  relating  thereto or
assert;  or (vii)  file any  claim  against  assets of  Borrower  before or as a
condition of enforcing the liability of Guarantor under this Guaranty.

         11. Reinstatement.  Notwithstanding any provision of the Loan Agreement
to the contrary,  the liability of Guarantor  hereunder  shall be reinstated and
revived  and the rights of Lender  shall  continue if and to the extent that for
any reason any  payment by or on behalf of  Borrower  is  rescinded,  or must be
otherwise  restored  by  Lender,  whether  as a  result  of any  proceedings  in
bankruptcy or  reorganization  or  otherwise,  all as though such amount had not
been paid. The determination as to whether any such payment must be rescinded or
restored shall be made by Lender in its sole discretion; provided, however, that
if Lender  chooses  to contest  any such  matter at the  request  of  Guarantor,
Guarantor  agrees  to  indemnify  and hold  harmless  Lender  from all costs and
expenses  (including,  without limitation,  reasonable  attorneys' fees) of such
litigation.  To the extent any payment is rescinded  or  restored,  the Guaranty
Obligations  shall be  revived in full force and  effect  without  reduction  or
discharge for that payment.

         12.  No  Waiver;  Amendments.  No  failure  on the  part of  Lender  to
exercise,  no delay in exercising  and no course of dealing with respect to, any
right  hereunder  shall  operate  as a waiver  thereof;  nor shall any single or
partial  exercise of any right hereunder  preclude any other or further exercise
thereof or the exercise of any other right.  The  remedies  herein  provided are
cumulative and not exclusive of any remedies  provided by law. This Guaranty may
not be  amended  or  modified  except by written  agreement  between  Guarantor,
Lender,  and no consent or waiver hereunder shall be valid unless in writing and
signed by Lender.



                                       7.



<PAGE>



         13.  Compromise and  Settlement.  No compromise,  settlement,  release,
renewal, extension,  indulgence, change in, waiver or modification of any of the
Loan  Obligations  or the  release  of  Guarantor  (except  in its  capacity  as
Guarantor  of  Guaranty  Obligations,  by Lender) or  discharge  of  Borrower or
Guarantor from the performance of any of their respective  obligations under the
Loan Documents to which they are a party,  shall release or discharge  Guarantor
from  this   Guaranty   (except  in  its   capacity  as  Guarantor  of  Guaranty
Obligations).

         14. Notice.  Except as otherwise  provided herein,  any notice or other
communication  herein  required or permitted to be given shall be in writing and
may be  delivered  by  hand,  with  receipt  acknowledged,  or  sent  by  telex,
telegraph,  electronic facsimile transmission,  overnight delivery, or by United
States mail, registered or certified, return receipt requested,  postage prepaid
and addressed to the  addresses  set forth on the  signature  pages hereto or at
such other address as may be substituted by notice given as herein provided. The
giving of any notice  required  hereunder  may be waived in writing by the party
entitled  to receive  such  notice.  Every  notice,  demand,  request,  consent,
approval,  declaration or other communication  hereunder shall be deemed to have
been duly given or served when delivered by hand, when properly deposited in the
mails postage prepaid,  when sent by telex,  answerback received,  or electronic
facsimile transmission,  or when delivered to the telegraph company or overnight
courier,  addressed to the party  entitled to receive  same,  at its address set
forth on the signature pages hereto.

         15. Entire  Agreement.  This  Guaranty and the other Loan  Documents to
which the Guarantor is a party  constitute  and contain the entire  agreement of
the parties with respect to the matters set forth  therein,  and  supersedes any
and all  prior  agreements,  negotiations,  correspondence,  understandings  and
communications among Guarantor,  Lender, whether written or oral, respecting the
subject matter hereof.

         16.  Severability.  If any  provision  of this  Guaranty  is held to be
unenforceable  for any reason,  it shall be adjusted,  if possible,  rather than
voided in order to  achieve  the  intent  of  Guarantor,  Lender  to the  extent
possible.  In any event,  all other  provisions of this Guaranty shall be deemed
valid and enforceable to the full extent possible.

         17. Subordination of Indebtedness. Any indebtedness or other obligation
of  Borrower  now  or  hereafter  held  by  or  owing  to  Guarantor  is  hereby
subordinated  in time and right of payment to all  Obligations  of  Borrower  to
Lender,  except as such indebtedness or other obligation is permitted to be paid
under the Loan  Agreement;  and such  indebtedness  of Borrower to  Guarantor is
assigned to Lender as security for this Guaranty, and if an Event of Default has
occurred and is  continuing  under the Loan  Agreement and if Lender so requests
shall be collected,  enforced and received by Guarantor in trust for Lenders and
to be paid over to Lender on account of the  Obligations  of Borrower to Lender,
but without reducing or affecting in any manner the liability of Guarantor under
the other  provisions of this  Guaranty.  Any notes now or hereafter  evidencing
such  indebtedness  of Borrower to Guarantor  shall be marked with a legend that
the same  are  subject  to this  Guaranty  and  shall be  delivered  to  Lender.
Guarantor  hereby grants Lender a security  interest in and to proceeds from any
such notes.  Guarantor shall, and Lender is hereby authorized to, in the name of
Guarantor from time to time, execute and file financing



                                       8.


<PAGE>



statements and continuation statements and execute such other documents and take
such other action as Lender deems necessary or appropriate to perfect,  preserve
and enforce its rights hereunder.

         18. Right of Set-Off. Upon the occurrence and during the continuance of
any Event of Default,  Lender is hereby  authorized at any time and from time to
time,  without  notice to Guarantor (any such notice being  expressly  waived by
Guarantor),  to set off and apply any and all deposits (general or special, time
or demand,  provisional or final) at any time held and other  obligations at any
time  owing by  Lender  or any of its  affiliates  to or for the  credit  of the
account of Guarantor against the Guaranty Obligations of Guarantor to Lender now
or hereafter existing  irrespective of whether or not Lender shall have made any
demand  under  this  Guaranty,  the  Loan  Agreement  or any of the  other  Loan
Documents and although such  obligations may be unmatured.  The rights of Lender
under  this  Section  18 are  in  addition  to all  other  rights  and  remedies
(including,  without limitation, other rights of set-off) which Lender may have.
Guarantor  grants  to Lender a  security  interest  in any and all such  deposit
accounts as security for  satisfaction  of the foregoing  obligations,  provided
that such security interest shall not preclude  Guarantor from withdrawing funds
in the ordinary course from any such account prior to the occurrence of an Event
of Default.

         19.  Successors  and Assigns;  Governing  Law. This  Guaranty  shall be
binding upon and inure to the benefit of Guarantor,  Lender and their respective
successors  and assigns as permitted  under  Section 9.8 of the Loan  Agreement,
except that Guarantor may not assign its rights hereunder or any interest herein
without  the prior  written  consent  of each  Lender.  This  Guaranty  shall be
governed by, and construed in accordance with, the laws of the State of New York
as applied to contracts made and performed entirely within the State of New York
by residents of such State.

         20. Indemnity.  In addition to and without limiting or impairing in any
manner whatsoever  Guarantor's other obligations under this Guaranty,  Guarantor
agrees to indemnify Lender and each of Lender's Affiliates for, from and against
any and all claims, losses and liabilities growing out of or resulting from this
Agreement (including, without limitation,  enforcement of this Guaranty), except
claims,   losses  or  liabilities  resulting  from  such  Lender's  or  Lender's
Affiliate's gross negligence or willful misconduct.

         21. Waiver of Specific Rights.  GUARANTOR HEREBY IRREVOCABLY WAIVES AND
RELEASES TO THE EXTENT PERMITTED BY LAW:

                  (a) ANY AND  ALL  RIGHTS  IT MAY  HAVE  AT ANY  TIME  (WHETHER
ARISING DIRECTLY OR INDIRECTLY,  BY OPERATION OF LAW,  CONTRACT OR OTHERWISE) TO
REQUIRE THE  MARSHALING  OF ANY ASSETS OF  BORROWER,  WHICH RIGHT OF  MARSHALING
MIGHT OTHERWISE ARISE FROM ANY SUCH PAYMENTS MADE OR OBLIGATIONS PERFORMED; AND




                                       9.


<PAGE>



                  (b) ANY AND ALL RIGHTS THAT WOULD  RESULT IN  GUARANTOR  BEING
DEEMED A "CREDITOR", UNDER THE UNITED STATES BANKRUPTCY CODE, OF THE BORROWER OR
ANY OTHER  PERSON,  ON ACCOUNT OF  PAYMENTS  MADE OR  OBLIGATIONS  PERFORMED  BY
GUARANTOR RELATING TO THIS GUARANTY.

                  (c) ANY CLAIM, RIGHT OR REMEDY WHICH GUARANTOR MAY NOW HAVE OR
HEREAFTER  ACQUIRE  AGAINST  BORROWER  THAT  ARISES  HEREUNDER  AND/OR  FROM THE
PERFORMANCE BY ANY GUARANTOR HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY CLAIM,
REMEDY  OR  RIGHT  OF  SUBROGATION,  REIMBURSEMENT,  EXONERATION,  CONTRIBUTION,
INDEMNIFICATION,  OR  PARTICIPATION  IN ANY  CLAIM,  RIGHT OR  REMEDY  OF LENDER
AGAINST  BORROWER OR ANY SECURITY  WHICH LENDER NOW HAVE OR HEREAFTER  ACQUIRES,
WHETHER OR NOT SUCH CLAIM, RIGHT OR REMEDY ARISES IN EQUITY, UNDER CONTRACT,  BY
STATUTE, UNDER COMMON LAW OR OTHERWISE.

IF ANY AMOUNT SHALL BE PAID TO GUARANTOR IN VIOLATION OF THE PRECEDING SENTENCES
AND THE GUARANTY OBLIGATIONS SHALL NOT HAVE BEEN PAID IN FULL, SUCH AMOUNT SHALL
BE DEEMED TO HAVE BEEN PAID TO  GUARANTOR  FOR THE BENEFIT OF, AND HELD IN TRUST
FOR THE BENEFIT OF, LENDER AND SHALL  FORTHWITH BE PAID TO LENDER TO BE CREDITED
AND APPLIED UPON THE GUARANTY  OBLIGATIONS,  WHETHER  MATURED OR  UNMATURED,  IN
ACCORDANCE WITH THE TERMS OF THE LOAN AGREEMENT.




                                      10.


<PAGE>


         IN WITNESS WHEREOf, the parties hereto have executed and delivered this
Guaranty as of the date first written above.

GUARANTOR:                                      FIBERCORE GLASFASER JENA GMBH

                                                By: /s/ Mohd Aslami
                                                    ----------------------------
                                                Name:   Mohd Aslami
                                                     ---------------------------
                                                Title:  Chairman and CEO
                                                      --------------------------




Accepted and Acknowledged by:

LENDER                                          AMP INCORPORATED

                                                By: /s/ James E. Marley
                                                    ----------------------------
                                                Name:   James E. Marley
                                                     ---------------------------
                                                Title: Chairman of the Board
                                                      --------------------------





                                      11.