EXH10-24

                                                    THIS  AGREEMENT  made  as of
the 13th day of April, 1995.

BETWEEN:

                             FIBERCORE INCORPORATED
                       a body corporate duly incorporated
                      under the laws of the State of Nevada
                     in the United States of America Alberta
                         (hereinafter called the Vendor)

                                OF THE FIRST PART

                                      -and-

                        MIDDLE EAST SPECIALIZED CABLES CO
                       a body corporate duly incorporated
                  under the laws of the Kingdom of Saudi Arabia
                       (hereinafter called the Purchaser)

                               OF THE SECOND PART

                                      -and-

                                SHAWMUT BANK N.A.
                             Of the City of Boston,
                      in the Commonwealth of Massachusetts
                      (hereinafter called the Escrow Agent)

                                OF THE THIRD PART

                                ESCROW AGREEMENT

         WHEREAS by Agreement  dated the 13th day of April,  1995 the  Purchaser
agreed to purchase 200,000 shares of FIBERCORE  INCORPORATED  hereinafter called
"the Purchase  Agreement",  the Shares and "the Vendor" respectively for the sum
of $1,000,000.00 in two blocks of 100,000 shares;

         AND WHEREAS the Purchaser and its Saudi Arabian partners have agreed to
enter into a joint  Venture in the Middle East with the Purchaser and others and
to enter a contract for the exclusive supply of products  produced by the vendor
for sale and distribution in the Middle East;

         AND WHEREAS the  Vendor,  in  consideration  of the  Purchaser  and its
partners entering into the agreement for the exclusive  purchase of the products
produced  by the  Vendor  for sale and  distribution  in the  Middle  East  (the
"Exclusive Supply Agreement") has agreed to deliver


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150,000  additional shares of the Vendor and 150,000 warrants to purchase shares
of the Vendors all as more specifically set forth in the Purchase Agreement;

         AND WHEREAS the  Purchaser has advised the Vendor that its nominees are
those persons or corporations  listed in Schedule "A" attached to this Agreement
and the  percentage of shares to which each is entitled under the Share Purchase
Agreement  is set forth  after each of their names and it has been agreed by the
parties that all shares to be delivered to the  Purchaser  pursuant to the terms
of this Agreement shall be delivered to these nominees in those percentages.

         NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the
mutual covenants and agreements  contained herein the parties hereto do agree as
follows:

         1.       The Vendor  shall  deliver to the Escrow  Agent and the Escrow
                  Agent shall  receive the  following  documents  which shall be
                  held by the  Escrow  Agent in escrow  subject to the terms and
                  conditions of this Agreement:

                  a)       Share certificate(s) for 85,000 shares of the capital
                           stock of the Vendor in the name of the  Purchaser  or
                           its nominees;

                  b)       150,000 Share Warrants  granting the Purchaser or its
                           nominees the right to purchase  150,000 shares of the
                           capital  stock of the  Vendor for $6.00 per share any
                           time  within  2 years  of the  date  of the  Purchase
                           Agreement.

                  c)       Share certificate(s) for 65,000 shares of the capital
                           stock of the Vendor in name of the  Purchaser  or its
                           nominees;

                  which documents are hereinafter called "the escrow documents"

         2.       The  Escrow Agent shall hold  the escrow  documents in  escrow
undelivered and:

                  a)       shall  deliver  the  85,000  shares  and the  150,000
                           warrants described in paragraphs 1(a) and l(b) to the
                           Purchaser's  nominees fifteen (15) days after receipt
                           by the Escrow Agent of a copy of the Exclusive Supply
                           Agreement  signed  by MEFC  which  may be  either  an
                           original  or one which has been  confirmed  as a true
                           copy of the original by a Notary Public;

                  b)       shall deliver to the Purchaser's  nominees the 65,000
                           shares  referred  in clause  1(c)  fifteen  (15) days
                           after  receiving a Notice of Exercise of the Warrants
                           which contains a  confirmation  by both the Purchaser
                           and the  Vendor  that  the  warrants  referred  to in
                           clause l(c) have been exercised and the consideration
                           for the shares has been received by the Vendor;

                  c)       shall deliver to the  Purchaser's  nominees a portion
                           of the  65,000  shares  referred  to in  clause  1(c)
                           fifteen (15) days after receiving a Notice of


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                           Partial   Exercise  of  the  Warrants   containing  a
                           confirmation  by both the  Purchaser  and the  Vendor
                           that  a  specified   number  of  warrants   has  been
                           exercised and the  consideration for those shares has
                           been  received  by the  Vendor.  The  portion  of the
                           65,000  shares which shall be delivered by the Escrow
                           Agent shall be determined by  multiplying  the number
                           of warrants which have been exercise, as shown by the
                           Notice,  by a factor of .4333  (43.33%).  The  result
                           shall  be  rounded  down to a whole  number  and that
                           shall be the number of shares to be  delivered to the
                           Purchaser's  nominees.  When the cumulative  total of
                           the  warrants  exercised,  as shown by the Notices of
                           Partial  Exercise of  Warrants,  reaches  150,000 the
                           Escrow  Agent  shall  deliver any  additional  shares
                           which  may  remain  in  escrow  to  the   Purchaser's
                           nominees.

                  d)       In the event  that the  conditions  precedent  to the
                           delivery  of the shares and  warrants  referred to in
                           clause  2(a) shall not have been  satisfied  prior to
                           the 13th day of April,  1996,  then  upon the  Vendor
                           delivering a  Declaration  by the  President or Chief
                           Executive  Officer  of  the  Vendor  duly  sworn  and
                           notarized stating that:

                           (i)      the  agreement   for  exclusive   supply  of
                                    products  by  the  purchaser  to  the  Joint
                                    venture  company  Middle East  FiberCore has
                                    not been executed by MEFC.

                           (ii)     Proof of delivery of a 60 day written Notice
                                    to  the  Purchaser   specifying   that,  the
                                    Exclusive  Supply  Agreement not having been
                                    executed   the   Vendor   intends   to  take
                                    redelivery of the escrow documents

         shall deliver the escrow  documents to Vendor unless then prohibited by
         an Order of a Court of competent  jurisdiction  or unless the purchaser
         shall  before then have  delivered  to the Escrow  Agent the  Exclusive
         Supply Agreement duly executed by MEFC.

                  e)       In the event that all of the  warrants  have not been
                           exercised  by the 13th day of  April,  1997 and there
                           remains any  portion of the shares  held  pursuant to
                           clause l(c) then the Escrow Agent,  unless and except
                           as otherwise  directed by the Vendor,  shall  deliver
                           the remaining shares to the Vendor,

         3.       Any notice to be given under this Agreement  shall be duly and
                  properly given delivered to the Vendor or the Purchaser at the
                  addresses following their names:

         a)       To the Purchaser:         c/o Derek M. Bridges LL.B.
                                            Barrister and Solicitor
                                            3527 18th Street S.W.
                                            Calgary, Alberta, T3C 2V8
                                            Tel: (403) 243-8360
                                            Fax: (403) 243-1886


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         b)       To the Vendor:            FiberCore Incorporated
                                            174 Charlton Rd.
                                            P.O. Box 206
                                            Sturbridge, MA 01566
                                            Tel: (508) 347-7744
                                            Fax: (508) 347-2778

         c)       To the Escrow Agent:      Paul G. Grenier
                                            Shawmut Bank N.A.
                                            Corporate Trust Department
                                            3101 1 Federal Street
                                            Boston, Ma 02211
                                            Tel: (617) 292-4267
                                            Fax: (617) 292-4289

         or such other address as the Purchaser, the Vendor the escrow agent may
from time to time designate by notice in writing to the other.

         4.       The Escrow  Agent shall have no  responsibility  in respect of
                  loss of the escrow  documents except his duty to exercise such
                  care in the safekeeping thereof as he would exercise as if the
                  escrow documents were his property.

         5.       This agreement sets forth exclusively the duties of the Escrow
                  Agent with respect to any and all matters pertinent hereto and
                  no  implied  duties  or  obligations  shall be read  into this
                  agreement  against the Escrow Agent.  The Escrow Agent may act
                  in reliance upon any  instrument  or signature  believed to be
                  genuine and may assume that any person  purporting to give any
                  writing,  notice or  instructions  pursuant to the  provisions
                  hereof has been duly authorized to do so. The Escrow Agent may
                  act relative hereto upon advice of counsel in reference to any
                  mater  connected  herewith and shall be fully protected in any
                  action taken in good faith in accordance with such advice. The
                  Escrow  Agent  shall  not be  required  to  defend  any  legal
                  proceedings  which may be instituted  against it in respect of
                  the subject mater of these  instructions  unless  requested in
                  writing to do so by the undersigned parties and indemnified to
                  its  satisfaction  against  the  cost  and  expenses  of  such
                  defense.  The  Purchase  and the  Vendor  each  severally  and
                  jointly  covenant and agree to indemnify the Escrow Agent for,
                  and to  hold it  harmless  against,  any  loss,  liability  or
                  expense  incurred by it and  arising  out of or in  connection
                  with the administration of this agreement, including the costs
                  and  expenses  of  defending   itself  against  any  claim  of
                  liability hereunder, in each case in the absence of bad faith,
                  gross  negligence  or willful  malfeasance  on the part of the
                  Escrow Agent.

         6.       In the event that the Escrow Agent shall die or resign  during
                  the term of this  Agreement and the Purchase  Agreement,  then
                  the Vendor is required to appoint  another escrow agent and to
                  notify the Purchaser thereof; the Vendor shall then be


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required to obtain from the other escrow agent a declaration  binding him to the
terms of this Agreement.

         7.       This Agreement  shall not be revoked,  assigned or modified as
                  to any of its  terms  and  conditions  except  by  consent  in
                  writing  signed by all of the parties  hereto and consented to
                  by the Escrow Agent.

         8.       This  Agreement  shall  be  binding  upon the  successors  and
                  assigns of each of the parties hereto.

         9.       The Vendor shall pay to the Escrow Agent as consideration  for
                  its  services  hereunder  the fees set  forth  on  Schedule  I
                  hereto, at the times and in the manner set forth herein;

         10.      This  Agreement  shall be  construed  in  accordance  with the
                  internal laws of the  Commonwealth  of  Massachusetts  without
                  regard to principles of conflict of laws.

         11       . This  Agreement  shall not be assigned by any party  without
                  the  consent of the other  parties.  The  obligations  created
                  hereby  shall be binding  upon the  successors  and  permitted
                  assigns of all parties hereto.

         12. The duties of the Escrow Agent  hereunder  shall terminate upon the
latest  occur of the return of the escrow  documents  to the Vendor  pursuant to
Section  4(c) and the  delivery  of all  remaining  shares to the  Purchaser  to
Section 4(b) or to the Vendor pursuant to section 4(d).

IN WITNESS WHEREOF the parties hereto have hereunto affixed their hand and seals
this ______ day of _____________________________ ,A.D., 1995.

                                         FIBERCORE INCORPORATED

                                         per:  ___/s/___________________________

                                         MIDDLE EAST SPECIALIZED CABLES CO.

                                         per:  _________________________________

                                         SHAWMUT BANK N.A.

                                         per:  _________________________________


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                                   SCHEDULE A


                         MUNAB INVESTMENTS LIMITED - 88%

                      MANSOUR ABDUL AZIZ MOHAMED KAKI - 12%