AGREEMENT AND PLAN OF REORGANIZATION
                                      Among
                                FiberCore, Inc.,
                              a Nevada corporation
                                 ALT Merger Co.,
                             a Delaware corporation
                                       And
                       Automated Light Technologies, Inc.,
                             a Delaware corporation

                         DATED AS OF SEPTEMBER 15, 1995

 
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                                TABLE OF CONTENTS


<S>                                                                                                              <C>
RECITALS .........................................................................................................1

ARTICLE 1. DEFINITIONS............................................................................................1
         1.1      Certain Definitions.............................................................................1
         1.2      Other Definitions...............................................................................2

ARTICLE 2. THE MERGER.............................................................................................2
         2.1      Effective Time of the Merger....................................................................2
         2.2      Effects of the Merger...........................................................................2
         2.3      Effect on Capital Stock.........................................................................3
         2.4      Exchange of Certificates........................................................................5

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF FIBERCORE AND SUB....................................................6
         3.1      Organization and Standing.......................................................................6
         3.2      Capital Structure...............................................................................6
         3.3      Authority.......................................................................................7
         3.4      Brokers or Finders..............................................................................7
         3.5      Financial Statements............................................................................7
         3.6      Subsidiaries....................................................................................8
         3.7      No Violation or Conflict........................................................................8
         3.8      Consent of Governmental Authorities.............................................................9


ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF ALT..................................................................9
         4.1      Organization and Standing.......................................................................9
         4.2      Capital Structure...............................................................................9
         4.3      Authority......................................................................................10
         4.4      Brokers or Finders.............................................................................10
         4.5      Financial Statements...........................................................................10
         4.6      Subsidiaries...................................................................................11
         4.7      No Violation or Conflict.......................................................................11
         4.8      Consent of Governmental Authorities............................................................11

ARTICLE 5. COVENANTS RELATING TO CONDUCT OF BUSINESS.............................................................12
         5.1      Covenants of FiberCore and Sub.................................................................12
         5.2      Covenants of ALT...............................................................................13

ARTICLE 6. OMITTED ..............................................................................................13




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ARTICLE 7. ADDITIONAL AGREEMENTS.................................................................................13
         7.1      Legal Conditions to the Merger.................................................................13
         7.2      Delivery of Stock Certificates.................................................................14
         7.3      Tax Treatment..................................................................................14
         7.4      Board of Directors.............................................................................14

ARTICLE 8. CONDITIONS PRECEDENT..................................................................................14
         8.1      Conditions to Each Party's Obligations to Effect the
                  Merger.........................................................................................14
         8.2      Conditions to Obligations of ALT...............................................................16
         8.3      Conditions to Obligations of FiberCore and Sub.................................................16

ARTICLE 9. OMITTED ..............................................................................................17

ARTICLE 10. CLOSING..............................................................................................17
         10.1     Closing Date...................................................................................17
         10.2     Filing Date....................................................................................17

ARTICLE 11. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
         COVENANTS...............................................................................................17

ARTICLE 12. PAYMENT OF EXPENSES..................................................................................18

ARTICLE 13. TERMINATION, AMENDMENT AND WAIVER....................................................................18
         13.1     Termination....................................................................................18
         13.2     Effect of Termination..........................................................................19
         13.3     Amendment......................................................................................19
         13.4     Extension; Waiver..............................................................................20

ARTICLE 14. LIMITATION ON LIABILITY..............................................................................20

ARTICLE 15. GENERAL..............................................................................................20
         15.1     Notices........................................................................................20
         15.2     Headings.......................................................................................21
         15.3     Counterparts...................................................................................21
         15.4     Binding Nature.................................................................................21
         15.5     Other Agreements...............................................................................21
         15.6     Good Faith.....................................................................................21
         15.7     Applicable Law.................................................................................21
         15.8     No Third Party Beneficiaries...................................................................21
         15.9     Severability...................................................................................21

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                                    SCHEDULES

Schedule 2.3                        Exchange Ratio
Schedule 3.2                        Outstanding Equity Securities of FiberCore
Schedule 3.7                        FiberCore Violations or Conflicting
                                    Agreements
Schedule 3.5(a)                     FiberCore 1993 and 1994 Financial Statements
Schedule 3.5(b)                     FiberCore June 1995 Financial Statements
Schedule 4.2                        Outstanding Equity Securities of ALT
Schedule 4.7                        ALT Violations or Conflicting Agreements
Schedule 4.5(a)                     ALT 1993 and 1994 Financial Statements
Schedule 4.5(b)                     ALT June 1995 Financial Statements
Schedule 5.1                        FiberCore Covenants Relating to Conduct of
                                     Business
Schedule 5.2                        ALT Covenants Relating to Conduct of
                                    Business



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                                    EXHIBITS

Exhibit A   Plan of Merger




<PAGE>



                      AGREEMENT AND PLAN OF REORGANIZATION

         THIS AGREEMENT AND PLAN OF  REORGANIZATION  is made and entered into as
of the 15th day of September,  1995, by and among FiberCore, Inc. ("FiberCore"),
a Nevada  corporation,  ALT Merger Co.  ("Sub"),  a Delaware  corporation  and a
wholly owned  subsidiary of FiberCore,  and Automated Light  Technologies,  Inc.
("ALT"), a Delaware Corporation.

                                    RECITALS

         A. The  respective  Boards of Directors of FiberCore,  Sub and ALT have
approved the merger of Sub with and into ALT (the "Merger"),  upon the terms and
subject to the  conditions set forth herein and in the Plan of Merger annexed as
Exhibit A (the "Plan of  Merger"),  as a result of which Sub will be merged into
ALT and the shareholders of ALT (other than  shareholders who perfect  appraisal
rights)  will  be  entitled  to  receive  the  consideration  provided  in  this
Agreement.

         B. The  parties  hereto  desire to set forth  certain  representations,
warranties  and  covenants  made by  FiberCore  and  Sub to  ALT,  and by ALT to
FiberCore  and Sub and  the  conditions  precedent  to the  consummation  of the
Merger.

         C. The Boards of Directors of FiberCore, Sub and ALT respectively, have
approved and adopted this  Agreement and the Merger as a plan of  reorganization
under the provisions of Section 368(a) of the Internal  Revenue Code of 1986, as
amended (the "Code").

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
provisions,  agreements and covenants herein contained,  FiberCore,  Sub and ALT
hereby agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS

1.1 Certain  Definitions.  The terms defined in this Section 1.1 shall,  for all
purposes of this  Agreement,  have the  meanings  herein  specified,  unless the
context expressly or by necessary implication otherwise requires:


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         (a) "ALT Capital  Stock" means the common stock of ALT, par value $0.01
per share.

         (b)  "Dissenting  Shares"  shall mean shares of ALT Capital Stock which
shall be owned by shareholders who shall duly perfect and pursue their appraisal
rights  with  respect to such shares in  accordance  with the  Delaware  General
Corporation Law.

         (c) "Dissenting  Shareholders" shall mean those shareholders of ALT who
are holders of and are entitled to Dissenting Shares.

         (d) "SEC" shall mean the Securities and Exchange Commission.

         (e) "Sub  Common"  means the common  stock of Sub,  par value $0.01 per
share.

         (f) "FiberCore Capital Stock" means the common stock of FiberCore,  par
value $0.001 per share.

         (g) "ALT  Shareholders"  shall mean all  holders of ALT  Capital  Stock
immediately prior to the Effective Time of the Merger.

         (h) "Subsidiary" means a corporation whose voting secu rities are owned
directly  or  indirectly  by a  "parent"  corporation  in  such  amounts  as are
sufficient  to elect at  least a  majority  of the  Board  of  Directors  of the
Subsidiary.

1.2 Other Definitions.  In addition to the terms defined in Section 1.1, certain
other terms are defined  elsewhere in this  Agreement;  whenever  such terms are
used in this Agreement they shall have their respective defined meanings, unless
the context expressly or by necessary implication otherwise requires.



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                                   ARTICLE 2.

                                   THE MERGER

2.1 Effective Time of the Merger.  Subject to the provisions of this  Agreement,
the Articles of Merger, together with all other required certificates,  shall be
filed  in  accordance  with  the  Delaware  General  Corporation  Law as soon as
practicable  on or after the Closing  Date (as  defined in Section  10.1 of this
Agreement).   The  Merger  shall  become  effective  upon  the  filing  of  such
certificates  with the Delaware  Secretary of State (the  "Effective Time of the
Merger").

2.2      Effects of the Merger.  At the Effective Time of the Merger:

         (a) the  separate  existence of Sub shall cease and Sub shall be merged
with and into ALT as the surviving corporation (the "Surviving Corporation").

         (b) the  Certificate of  Incorporation  and By-laws of ALT shall be the
Certificate of Incorporation and By-laws of the Surviving Corporation; and

         (c) the  directors  of ALT  shall  be the  directors  of the  Surviving
Corporation,  and  shall  continue  to  act  as  such,  until  their  respective
successors  are duly elected and  qualified,  and the officers of ALT shall hold
the same offices in the Surviving  Corporation until their respective successors
are duly elected and qualified.

2.3 Effect on Capital Stock.  As of the Effective Time of the Merger,  by virtue
of the Merger and  without any action on the part of the holder of any shares of
the issued and outstanding shares of ALT Capital Stock:

         (a) Cancellation of ALT and FiberCore Stock Owned by ALT and FiberCore.
All shares of ALT Capital Stock and FiberCore  Capital  Stock,  if any, that are
owned directly by ALT or FiberCore, shall be canceled, and no stock of FiberCore
or other  consideration  shall be  delivered  in  exchange  therefor,  except as
provided herein.



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         (b)  Conversion of ALT Capital Stock and Options.  Other than shares to
be canceled pursuant to Section 2.3(a),  Dissenting Shares and fractional shares
as  provided  in Section  2.3(e),  each share of ALT  Capital  Stock  issued and
outstanding  immediately  prior to the  Effective  Time of the  Merger  shall be
converted,  without any action on the part of the holders thereof, into a number
of shares of issued and outstanding  FiberCore  Capital Stock equal to the ratio
of (x)  8,811,137  over (y) the total  number of  shares  of ALT  Capital  Stock
outstanding  on a fully  diluted  basis (other than shares  underlying  warrants
issued  to  the  Connecticut   Development  Authority  ("CDA")  and  Connecticut
Innovations,  Inc.  ("CII")  and other than  85,250  shares  underlying  certain
warrants and 275,000 shares  underlying  certain  incentive  stock options,  but
including  approximately 4.53 million shares underlying  warrants and debt to be
issued at the  Effective  Time of the  Merger)  (the "ALT  Outstanding")  at the
Effective  Time of the Merger  (hereinafter,  the  "Exchange  Ratio" or the "Per
Share Merger Consideration").  The exact Exchange Ratio is set forth on Schedule
2.3. An aggregate of 8,811,137 shares of FiberCore  Capital Stock will be issued
in the Merger if all shares of ALT  Outstanding  are  converted  into  shares of
FiberCore  Capital  Stock.  With respect to  unexpired  options  ("Options")  or
warrants  ("Warrants")  or convertible  securities  ("Convertible  Securities"),
whether or not exercisable or convertible,  as the case may be, at the Effective
Time of the Merger,  outstanding  on the Effective Time of the Merger which have
been issued by ALT, each such Option or Warrant or Convertible  Security  shall,
by  virtue of the  Merger  and  without  any  action  on the part of the  holder
thereof, be converted into the right to receive, for the number of shares of ALT
Capital Stock to which the warrantholder,  optionholder, or convertible security
holder is  entitled  (the  "Underlying  Share  Count"),  the number of shares of
FiberCore  Capital Stock  determined by multiplying the aforesaid  number by the
Per Share Merger Consideration,  upon payment of an amount equal to the exercise
price specified in such Option or Warrant or conversion  price specified in such
Convertible  Security  multiplied by the Underlying Share Count,  subject to the
expiration  date and  other  terms of such  Option  or  Warrant  or  Convertible
Securities.  At the request of the holder of Options,  Warrants,  or Convertible
Securities,  FiberCore  shall upon surrender of such  instruments  exchange such
instruments for similar instruments in FiberCore Capital Stock, adjusting the


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exercise price and the Underlying Share Count for the Exchange Ratio, all as set
forth in this paragraph.

         (c)  Adjustments  of  Exchange  Ratio.  If,  between  the  date of this
Agreement and the Effective Time of the Merger,  the  outstanding  shares of ALT
Capital  Stock or  FiberCore  Capital  Stock  shall  have  been  changed  into a
different   number   of  shares   or  a   different   class  by  reason  of  any
reclassification, recapitalization, split-up, combination, exchange of shares or
readjustment, not contemplated under this Agreement, the Exchange Ratio shall be
correspondingly adjusted.

         (d) Dissenters' Rights of ALT Shareholders. Any Dissenting Shares shall
not be converted  into  FiberCore  Capital Stock but shall be converted into the
right to receive such  consideration as may be determined to be due with respect
to such Dissenting  Shares pursuant to the Delaware General  Corporation Law. In
the event of the legal  obligation,  after the Effective Time of the Merger,  to
deliver  shares of FiberCore  Capital Stock to any  Dissenting  Shareholder  who
shall have failed to make an effective  demand for  appraisal or shall have lost
his status as a Dissenting Shareholder,  FiberCore shall issue and deliver, upon
surrender by such  Dissenting  Shareholder of his  certificate  or  certificates
representing  shares of ALT Capital Stock, the shares of FiberCore Capital Stock
to which such  Dissenting  Shareholder  is then entitled under this Section 2.3,
and the Delaware General Corporation Law.

         (e) Fractional  Shares. No fractional shares of FiberCore Capital Stock
shall be issued,  but in lieu thereof each holder of shares of ALT Capital Stock
who would  otherwise  be entitled to receive a fraction of a share of  FiberCore
Capital Stock shall receive a whole share of FiberCore Capital Stock.

2.4      Exchange of Certificates.

         (a) Exchange Procedures. On and after the Effective Time of the Merger,
each  holder  of a  certificate  representing  out  standing  shares of ALT (the
"Certificates")  shall  be  entitled  to  receive  upon  the  surrender  of such
Certificates  to an  office  of the  Surviving  Corporation  designated  for the
purpose the number of shares of FiberCore  Capital  Stock to which the holder of
ALT Capital Stock is entitled pursuant to Section 2.3 of this


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Agreement  and  is  represented  by  the   Certificates  so   surrendered.   The
Certificates  so  surrendered  shall  forthwith be  canceled.  In the event of a
transfer of  ownership  of ALT  Capital  Stock  which is not  registered  in the
transfer records of ALT, the appropriate  number of shares of FiberCore  Capital
Stock may be delivered to a transferee if the Certificate representing the right
to receive such ALT Capital Stock is presented to FiberCore and  accompanied  by
all documents required to evidence and effect such transfer and to evidence that
any  applicable  stock  transfer  taxes have been  paid.  Until  surrendered  as
contemplated by this Section 2.4, each  Certificate  shall be deemed at any time
after the  Effective  Time of the Merger to represent  the right to receive upon
such  surrender  the number of shares of FiberCore  Capital Stock as provided by
Section 2.3 and the provisions of the Delaware General Corporation Law.

         (b) No Further  Ownership  Rights in ALT Capital  Stock.  All FiberCore
Capital Stock  delivered upon the surrender in exchange of shares of ALT Capital
Stock in accordance with the terms hereof shall be deemed to have been delivered
in full satis  faction of all rights  pertaining  to such  shares of ALT.  There
shall be no further registration of transfers on the stock transfer books of the
Surviving  Corporation of the shares of ALT Capital Stock which were outstanding
immediately  prior to the Effective Time of the Merger.  If, after the Effective
Time of the Merger,  Certificates are presented to the Surviving Corporation for
any reason, they shall be canceled and exchanged as provided in this Article 2.

                                   ARTICLE 3.

               REPRESENTATIONS AND WARRANTIES OF FIBERCORE AND SUB

         FiberCore  and Sub  represent  and warrant to ALT as of the date hereof
and as of the Closing as follows:

3.1 Organization  and Standing.  Each of FiberCore and Sub is a corporation duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction  of its  incorporation,  and  has  the  full  power  and  authority
(corporate  and  otherwise)  to carry on its business in the places and as it is
now being conducted and to own and lease the properties and assets which it


                                        6

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now owns or leases.  FiberCore  is or shortly  after the  Effective  Time of the
Merger will be qualified in Massachussets.

3.2 Capital  Structure.  The authorized  capital stock of FiberCore  consists of
100,000,000  shares  of  common  stock,  par value  $.001  per  share,  of which
25,367,130  shares  of  FiberCore  Capital  Stock  are  issued  and  outstanding
(including  367,130  shares to be issued to  Middle  Eastern  Specialized  Cable
Company,  which may or may not have been issued at the time of this  Agreement),
and 10,000,000 shares of preferred stock, par value $.001 per share, of which no
shares are  outstanding.  The authorized  capital stock of Sub consists of 1,000
shares of Sub Common of which 1,000 are outstanding  and held by FiberCore.  All
of the outstanding  shares of FiberCore Capital Stock and Sub Common were issued
in compliance with applicable  federal and state securities laws, and no further
registration,  qualification  or other  compliance under such securities laws is
required.  All of the  outstanding  shares of  FiberCore  Capital  Stock and Sub
Common are  validly  issued,  fully paid and  nonassessable  and not  subject to
preemptive  rights  created  by  statute,   FiberCore's  or  Sub's  Articles  of
Incorporation or Bylaws or any agreement to which FiberCore or Sub is a party or
is bound. Except for the foregoing,  and as set forth on Schedule 3.2, there are
no  equity  securities  of any  class  of  FiberCore  or  Sub  or  any  security
exchangeable  or  convertible  into or exercisable  for such equity  securities,
issued,  reserved for issuance or  outstanding.  Except as set forth on Schedule
3.2, there are no options, warrants, calls, rights, commitments or agreements of
any  character  to which either of FiberCore or Sub is a party or by which it is
bound  obligating  FiberCore  or Sub to issue,  deliver or sell,  or cause to be
issued,  delivered or sold,  additional  shares of capital stock of FiberCore or
Sub or  obligating  FiberCore  or Sub to grant,  extend  or enter  into any such
option, warrant, call, right, commitment or agreement.

3.3 Authority.  Each of FiberCore and Sub has all requisite  corporate power and
authority  to enter  into this  Agreement  and to  consummate  the  transactions
contemplated  hereby.  The  execution  and  delivery of this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
by the Board of  Directors  of  FiberCore  and Sub, and by FiberCore as the sole
shareholder  of Sub.  This  Agreement  has been duly  executed and  delivered by
FiberCore and Sub and constitutes a valid and


                                        7

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binding obligation of FiberCore and Sub,  enforceable  against FiberCore and Sub
in accordance  with its terms,  except to the extent that their  enforcement  is
limited by bankruptcy,  insolvency,  reorganization or other laws relating to or
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles of equity.

3.4 Brokers or Finders.  Neither FiberCore nor Sub has incurred,  or will incur,
directly or  indirectly,  any  liability  for any  brokerage or finders' fees or
agents  commissions or any similar  charges in connection with this Agreement or
any transaction contemplated hereby.

3.5  Financial  Statements.  (a) The  consolidated  balance  sheets of FiberCore
Incorporated  ("Old  FiberCore")  and its  Subsidiaries  as at December 31, 1993
(audited)  and  December  31,  1994  (unaudited)  and the  related  consolidated
statements  of income,  stockholders'  equity and cash flows for the  respective
years then ended, including the notes thereto, and the reports thereon of Mottle
McGrath & Company,  independent certified public accountants (in the case of the
1993 financial  statements) (the "Company Financial  Statements"),  are attached
hereto as Schedule 3.5(a).  The Company Financial  Statements present fairly the
consolidated  financial  position and the results of operations of FiberCore and
its  Subsidiaries  as of the dates and for the periods  indicated on the Company
Financial  Statements,  in  each  case in  conformity  with  generally  accepted
accounting  principles  ("GAAP"),  consistently  applied  during  such  periods.
FiberCore  and  its  Subsidiaries  do  not  have  any  material  liabilities  or
obligations  of any nature,  which  would be  reflected  in a current  unaudited
financial  statement,  if  available,  except  (1) as  disclosed,  reflected  or
reserved  against in the balance  sheet dated  December 31, 1994 included in the
Company  Financial  Statements and the notes thereto;  (2) for items  explicitly
disclosed  in the  Interim  Financial  Statements  (as defined  below);  (3) for
liabilities  incurred  after June 30, 1995 in the  ordinary  course of business,
consistent  with past practice;  (4) for items  disclosed in the Information and
Disclosure  Statement  previously  delivered to ALT; and (5) for items listed in
Schedule 3.5(a) or any other schedule attached hereto.

         (b)  Attached  hereto as Schedule  3.5(b) is the  consolidated  balance
sheet (the "June Balance Sheet") of


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FiberCore and  subsidiaries  as of June 30, 1995 (the "Balance  Sheet Date") and
the related  consolidated  statements of income,  stockholders'  equity and cash
flows  for  the   three-month   period  then  ended  (the   "Interim   Financial
Statements").  The Interim Financial  Statements present fairly, in all material
respects,  the financial position and results of operations of FiberCore and its
Subsidiaries  as of the  date  and  for  the  period  indicated  on the  Interim
Financial Statements,  in accordance with GAAP,  consistently applied with prior
periods,  except that the Interim Financial  Statements do not contain footnotes
and will be  subject  to  normal  year-end  adjustments.  Since  June 30,  1995,
FiberCore  has not disposed of any assets  other than at fair value,  consistent
with past practice.

                  (c)  The  parties  hereto   acknowledge   that  the  financial
statements  attached hereto are estimates  prepared in good faith by management.
The  parties  agree  that no  liabilities  shall  attach  hereto  for any errors
therein.

3.6  Subsidiaries.  Except for FiberCore Jena Gmbh, a wholly owned subsidiary of
FiberCore,  Inc.,  and Sub, a wholly owned  subsidiary of FiberCore,  Inc.,  and
FiberCore  Mid East Ltd.,  neither  FiberCore  nor Sub has any  Subsidiaries  or
equity investments of any kind.

3.7 No  Violation  or  Conflict.  Except  as set  forth  in  Schedule  3.7,  the
execution,  delivery and  performance by FiberCore and Sub of this Agreement and
the Plan of Merger and the consummation by FiberCore and Sub of the transactions
contemplated  hereby and  thereby:  (A) do not and will not  violate or conflict
with any provision of law or regulation,  or any writ, order, judgment or decree
of any court or  governmental  or  regulatory  authority,  or any  provision the
Articles of  Incorporation  or Bylaws of  FiberCore  and Sub; and (B) do not and
will not, with or without the passage of time or the giving of notice, result in
the breach of, or constitute a default,  cause the  acceleration of performance,
or require any consent under,  or result in the creation of any lien,  charge or
encumbrance   upon  any  property  or  assets  of  FiberCore  or  Sub  or  their
Subsidiaries pursuant to any material instrument or agreement to which FiberCore
or Sub or their  Subsidiaries  are a party or by which FiberCore or Sub or their
Subsidiaries or their respective properties may be bound or affected.


                                        9

<PAGE>



3.8  Consent of  Governmental  Authorities.  Other than in  connection  with the
Delaware  General  Statutes,  no  consent,  approval  or  authorization  of,  or
registration,  qualification or filing with any federal, state, local or foreign
governmental or regulatory  authority is required to be made by FiberCore or Sub
or any of their  Subsidiaries  in  connection  with the  execution,  delivery or
performance  by FiberCore or Sub of this Agreement and the Plan of Merger or the
consummation  by FiberCore and Sub of the  transactions  contemplated  hereby or
thereby.

                                   ARTICLE 4.

                      REPRESENTATIONS AND WARRANTIES OF ALT

         ALT  represents and warrants to FiberCore and Sub as of the date hereof
and as of the Closing as follows:

4.1  Organization  and Standing.  ALT is a corporation  duly organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation, and has the full power and authority (corporate and otherwise) to
carry on its business in the places and as it is now being  conducted and to own
and lease the properties and assets which it now owns or leases except ALT is or
shortly  after  the   Effective   Time  of  the  Merger  will  be  qualified  in
Massachussets.

4.2  Capital  Structure.  The  authorized  capital  stock  of  ALT  consists  of
10,000,000 shares of ALT Capital Stock, of which approximately  3,850,000 shares
are issued and outstanding.  All of the outstanding  shares of ALT Capital Stock
were issued in compliance with applicable federal and state securities laws, and
no further registration, qualification or other compliance under such securities
laws is required. All of the outstanding shares of ALT Capital Stock are validly
issued,  fully  paid and  nonassessable  and not  subject to  preemptive  rights
created by statute,  ALT's Articles of Incorporation or By-laws or any agreement
to which ALT is a party or is bound. At or immediately before the Effective Time
of the Merger  warrants and debt  convertible  into  approximately  4.53 million
shares of ALT Capital Stock will convert such warrants and debt into ALT Capital
Stock  (the  "Warrant  and Debt  Conversion").  Except  for the  foregoing,  for
warrants  convertible  into 85,250  shares,  and for  warrants  for  purchase of
100,0000 shares issued to the Connecticut Development


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Authority and warrants for the purchase of 66,667  shares issued to  Connecticut
Innovations,  Inc. (copies of which were previously delivered to FiberCore), and
for 275,000  incentive  stock options,  and except as set forth on Schedule 4.2,
there are no equity securities of any class of ALT or any security  exchangeable
or convertible into or exercisable for such equity securities,  issued, reserved
for  issuance  or  outstanding.  Except  for the  foregoing  or as set  forth on
Schedule 4.2,  there are no options,  warrants,  calls,  rights,  commitments or
agreements  of any  character  to  which  ALT is a party or by which it is bound
obligating  ALT to issue,  deliver or sell, or cause to be issued,  delivered or
sold,  additional  shares of capital  stock of ALT or  obligating  ALT to grant,
extend or enter  into any such  option,  warrant,  call,  right,  commitment  or
agreement.

4.3 Authority. ALT has all requisite corporate power and authority to enter into
this Agreement and, subject to approval of this Agreement by the shareholders of
ALT, to  consummate  the  transactions  contemplated  hereby.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of ALT, and have been
approved by the  shareholders  of ALT. This Agreement has been duly executed and
delivered  by ALT  and,  subject  to  such  approval  by  shareholders  of  ALT,
constitutes a valid and binding  obligation of ALT,  enforceable  against ALT in
accordance  with its terms,  except to the  extent  that  their  enforcement  is
limited by bankruptcy,  insolvency,  reorganization or other laws relating to or
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles of equity.

4.4 Brokers or Finders.  ALT has not incurred,  and will not incur,  directly or
indirectly,  any  liability  for  any  brokerage  or  finders'  fees  or  agents
commissions  or any similar  charges in  connection  with this  Agreement or any
transaction contemplated hereby.

4.5 Financial Statements. (a) The unaudited balance sheets of ALT as at December
31, 1993 and December 31, 1994 and the related  unaudited  statements of income,
stockholders'  equity  and cash  flows  for the  respective  years  then  ended,
including the notes thereto (in the case of the 1994 financial statements), (the
"ALT Financial  Statements"),  are attached hereto as Schedule  4.5(a).  The ALT
Financial Statements present fairly the financial


                                       11

<PAGE>



position  and the  results  of  operations  of ALT as of the  dates  and for the
periods  indicated on the ALT Financial  Statements,  in each case in conformity
with generally accepted accounting  principles  ("GAAP"),  consistently  applied
during  such  periods.  ALT  and  its  Subsidiaries  do not  have  any  material
liabilities or obligations of any nature,  which would be reflected in a current
unaudited financial statement, if available, except (1) as disclosed,  reflected
or reserved against in the balance sheet dated December 31, 1994 included in the
ALT  Financial  Statements  and the  notes  thereto;  (2) for  items  explicitly
disclosed in the ALT Interim  Financial  Statements (as defined below);  (3) for
liabilities  incurred  after June 30, 1995 in the  ordinary  course of business,
consistent  with past practice;  and (4) for items listed in schedule  4.5(a) or
any other schedule attached hereto.

         (b) Attached  hereto as Schedule 4.5(b) is the balance sheet (the "June
Balance  Sheet") of ALT as of June 30, 1995 (the  "Balance  Sheet Date") and the
related  statements  of  income,  stockholders'  equity  and cash  flows for the
six-month period then ended (the "ALT Interim  Financial  Statements").  The ALT
Interim  Financial  Statements  present fairly,  in all material  respects,  the
financial  position and results of  operations of ALT as of the date and for the
period  indicated on the ALT Interim  Financial  Statements,  in accordance with
GAAP, consistently applied with prior periods, except that the Interim Financial
Statements will be subject to normal year-end adjustments.  Since June 30, 1995,
ALT has not  disposed of any assets  other than at fair value,  consistent  with
past practice and other than its stock in Allied  Controls Inc. and its interest
in Allied Controls Holding LLC ("LLC").

         (c) The  parties  hereto  acknowledge  that  the  financial  statements
attached hereto are estimates prepared in good faith by management.  The parties
agree that no liabilities shall attach hereto for any errors therein.

4.6 Subsidiaries. ALT has no Subsidiaries or equity investments of any kind.

4.7 No  Violation  or  Conflict.  Except  as set  forth  on  Schedule  4.7,  the
execution,  delivery and  performance  by ALT of this  Agreement and the Plan of
Merger and the consummation by ALT of the transactions  contemplated  hereby and
thereby: (A) do not and


                                       12

<PAGE>



will not violate or conflict  with any  provision of law or  regulation,  or any
writ,  order,  judgment  or decree of any court or  governmental  or  regulatory
authority,  or any provision of ALT's Articles of Incorporation  or Bylaws;  and
(B) do not and will not,  with or without  the  passage of time or the giving of
notice, result in the breach of, or constitute a default, cause the acceleration
of  performance,  or require any consent under, or result in the creation of any
lien,  charge  or  encumbrance  upon  any  property  or  assets  of  ALT  or its
Subsidiaries  pursuant to any material  instrument  or agreement to which ALT or
its  Subsidiaries  are a party  or by  which  ALT or its  Subsidiaries  or their
respective properties may be bound or affected.

4.8  Consent of  Governmental  Authorities.  Other than in  connection  with the
Delaware General  Corporate Law, no consent,  approval or  authorization  of, or
registration,  qualification or filing with any federal, state, local or foreign
governmental or regulatory authority is required to be made by ALT or any of its
Subsidiaries in connection with the execution, delivery or performance by ALT of
this  Agreement  and  the  Plan  of  Merger  or the  consummation  by ALT of the
transactions contemplated hereby or thereby.

                                   ARTICLE 5.

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1  Covenants  of  FiberCore  and Sub.  During the period from the date of this
Agreement and continuing  until the Effective Time of the Merger,  and except as
specified in Schedules 5.1 or 3.2,  FiberCore and Sub agree (except as expressly
contemplated by this Agreement or to the extent that ALT shall otherwise consent
in writing) that:

         (a)  Dividends;  Changes in Stock.  Each of FiberCore and Sub and their
Subsidiaries  shall not: (i) declare,  pay or promise to pay any dividends on or
make other  distributions  in respect of any of its capital  stock,  (ii) split,
combine  or  reclassify  any of its  capital  stock or issue  or  authorize  the
issuance of any other  securities  in respect of, in lieu of or in  substitution
for  shares of capital  stock of  FiberCore  or (iii)  repurchase  or  otherwise
acquire any shares of its capital stock.



                                       13

<PAGE>



         (b)  Issuance  of  Securities.  Each of  FiberCore  and  Sub and  their
Subsidiaries shall not issue,  deliver or sell or authorize,  promise or propose
the  issuance,  delivery  or sale of, or  purchase  or promise  or  propose  the
purchase  of,  any  shares  of its  capital  stock or any  class  or  securities
exercisable  or convertible  into or  exchangeable  for, or rights,  warrants or
options to acquire, any such shares or other convertible securities,  other than
at fair value.

         (c) Governing Documents.  Each of FiberCore and Sub shall not amend its
Articles of Incorporation  or By-laws,  except as contemplated in this Agreement
or the Plan of Merger.

         (d)  Accounting  Practices.   Each  of  FiberCore  and  Sub  and  their
Subsidiaries  shall not alter the  manner of  keeping  its  books,  accounts  or
records, or change in any manner the accounting practices therein reflected.

         (e) Other  Agreements.  Each of FiberCore  and Sub shall not agree,  in
writing or otherwise, to do any of the foregoing.

5.2  Covenants  of ALT.  During the period from the date of this  Agreement  and
continuing  until the Effective  Time of the Merger,  and except as specified in
Schedule  5.2 or 4.2,  ALT agrees  (except  as  expressly  contemplated  by this
Agreement or to the extent that  FiberCore  and Sub shall  otherwise  consent in
writing) that:

         (a) Dividends;  Changes in Stock. ALT and its  Subsidiaries  shall not:
(i) declare,  pay or promise to pay any dividends on or make other distributions
in  respect  of any of its  capital  stock,  other  than a  distribution  of its
interest in Allied Controls  Holding LLC, (ii) split,  combine or reclassify any
of its capital stock or issue or authorize the issuance of any other  securities
in respect of, in lieu of or in substitution  for shares of capital stock of ALT
or (iii) repurchase or otherwise acquire any shares of its capital stock.

         (b) Issuance of Securities.  ALT and its Subsidiaries  shall not issue,
deliver or sell or authorize,  promise or propose the issuance, delivery or sale
of, or purchase or promise or propose the purchase of, any shares of its capital
stock or any class or securities exercisable or convertible into or exchangeable
for,


                                       14

<PAGE>



or rights,  warrants or options to acquire, any such shares or other convertible
securities, other than at fair value.

         (c)  Governing   Documents.   ALT  shall  not  amend  its  Articles  of
Incorporation  or By-laws,  except as contemplated in this Agreement or the Plan
of Merger.

         (d) Accounting Practices.  ALT and its Subsidiaries shall not alter the
manner of keeping its books,  accounts  or records,  or change in any manner the
accounting practices therein reflected.

         (e) Other Agreements.  ALT shall not agree, in writing or otherwise, to
do any of the foregoing.

                                   ARTICLE 6.

                                     OMITTED

                                   ARTICLE 7.

                              ADDITIONAL AGREEMENTS

7.1 Legal Conditions to the Merger.  Each party will take all reasonable actions
necessary to comply promptly with all legal requirements which may be imposed on
such party with  respect to the  Merger  and will  promptly  cooperate  with and
furnish  information to the other party in connection with any such requirements
imposed  upon such other party in  connection  with the Merger.  Each party will
take all  reasonable  actions to obtain (and to cooperate  with the other party)
any  consent,  authorization,  order or approval  of, or any  exemption  by, any
governmental  entity,  or other third party,  required to be obtained or made by
such party or its  Subsidiaries  in connection  with the Merger or the taking of
any action contemplated thereby or by this Agreement.

7.2 Delivery of Stock Certificates. FiberCore will issue and deliver as and when
required by the  provisions of this  Agreement,  certificates  representing  the
shares of  FiberCore  Capital  Stock into  which the  shares of ALT  outstanding
immediately  prior to the Effective Time of the Merger shall have been converted
as provided herein and deliver substitute option and warrants into


                                       15

<PAGE>



which the options and warrants  outstanding  immediately  prior to the Effective
Time of the Merger shall have been converted as provided herein.

7.3 Tax Treatment. FiberCore, Sub, and ALT shall use best efforts to qualify the
Merger,  and shall use best  efforts  not to take any action to cause the Merger
not to qualify,  as a reorganization  under Section 368(a) of the Code. From and
after the Effective  Time of the Merger,  (i) ALT shall  continue ALT's historic
business or use a significant  portion of ALT's  historic  business  assets in a
business within the meaning of Treasury Regulation Section 1.368-1(d),  and (ii)
FiberCore,  Sub and ALT shall treat the Merger as a "reorganization"  within the
meaning of Section 368(a) of the Code and shall file such information with their
income tax returns as may be required by Treasury  Regulation Section 1.368-3 or
other applicable law.

7.4 Board of Directors.  ALT will cause Mohd A. Aslami,  Charles DeLuca, Hedayat
Amin-Arsala,  and  Steven  Phillips  to be the  only  members  of its  Board  of
Directors immediately following the Closing.

                                   ARTICLE 8.

                              CONDITIONS PRECEDENT

8.1 Conditions to Each Party's  Obligations to Effect the Merger. The respective
obligations  of each  party  to  effect  the  Merger  shall  be  subject  to the
satisfaction on or prior to the Closing Date of the following conditions:

         (a) Shareholder  Approval.  This Agreement shall have been approved and
adopted  by the  required  affirmative  vote or  consent  of the  holders of the
outstanding shares of ALT Capital Stock and the sole shareholder of Sub Common.

         (b)  Government  Approvals.  All  authorizations,  consents,  orders or
approvals of, or  declarations or filings with, or expiration of waiting periods
imposed  by, any  governmental  entity  necessary  for the  consummation  of the
transactions  contemplated by this Agreement including, but not limited to, such
requirements  under  applicable  state  securities  laws, shall have been filed,
occurred or been obtained, other than filings with


                                       16

<PAGE>



and approvals by foreign  governments  relating to the Merger if failure to make
such filings or obtain such approvals would not be materially  adverse to ALT or
its Subsidiaries  taken as a whole, or FiberCore or its Subsidiaries  taken as a
whole.

         (c) Third-Party  Approvals.  Any and all consents or approvals required
from third parties shall have been obtained.

         (d)  Legal  Action.  No  temporary   restraining  order,  pre  liminary
injunction or permanent injunction or other order preventing the consummation of
the Merger  shall have been  issued by any  federal or state court and remain in
effect,  and no litigation  seeking the issuance of such an order or injunction,
or seeking the imposition against ALT,  FiberCore or Sub of substantial  damages
if the Merger is consummated, shall be pending which, in the good faith judgment
of ALT's,  FiberCore's or Sub's Board of Directors has a reasonable  probability
of resulting in such order,  injunction or damages.  In the event any such order
or injunction  shall have been issued,  each party agrees to use its  reasonable
efforts to have any such injunction lifted.

         (e) Statutes. No statute, rule or regulation shall have been enacted by
the  government of the United States or any state or agency  thereof which would
make the consummation of the Merger illegal.

         (f)  Appraisal  Rights.  Holders of no more than 2% of the  outstanding
shares of ALT shall  have  commenced  pursuit  of their  rights  for  demand for
payment or appraisal under the Delaware General Corporation Law.

         (g)  Registration  Rights  and  Conversion.  Other than CII,  CDA,  and
holders of employee  stock  options and  holders of warrants  underlying  85,250
shares,  substantially all persons with registration  rights with respect to ALT
common stock shall have waived such rights and substantially all persons holding
warrants and debt of ALT shall have converted such instruments into common stock
of ALT.

8.2  Conditions  to  Obligations  of ALT. The  obligations  of ALT to effect the
Merger are subject to the satisfaction on or prior to


                                       17

<PAGE>



the Closing Date of the following conditions, unless waived by ALT:

         (a) Representations and Warranties.  The representations and warranties
of FiberCore  and Sub set forth in this  Agreement  shall be true and correct in
all  material  respects as of the date of this  Agreement  and as of the Closing
Date, and ALT shall have received a certificate or  certificates  to such effect
signed by the Chief Executive Officer of each of FiberCore and Sub.

         (b)  Performance of  Obligations of FiberCore.  FiberCore and Sub shall
have performed in all material respects all obligations required to be performed
by them under  this  Agreement  prior to the  Closing  Date,  and ALT shall have
received a certificate signed by the Chief Executive Officers or Chief Financial
Officers of each of FiberCore and Sub to such effect.

         (c) Corporate  Action.  ALT shall have received from  FiberCore and Sub
certified  copies of resolutions of Sub's  shareholder and FiberCore's and Sub's
Board of Directors  approving and adopting this  Agreement and the  transactions
contemplated  hereby, and ALT shall have received  certificates signed on behalf
of each of FiberCore and Sub by the  corporate  secretary of each such entity to
such effect.

8.3 Conditions to Obligations of FiberCore and Sub. The obligations of FiberCore
and Sub to effect the Merger are subject to the  satisfaction on or prior to the
Closing Date of the following conditions, unless waived by FiberCore and Sub:

         (a) Representations and Warranties.  The representations and warranties
of ALT set forth in this  Agreement  shall be true and  correct in all  material
respects  as of the  date of this  Agreement  and as of the  Closing  Date,  and
FiberCore  and Sub shall have  received a certificate  or  certificates  to such
effect signed by an executive officer of ALT.

         (b)  Performance of Obligations of ALT. ALT shall have performed in all
material  respects  all  obligations  required to be  performed by it under this
Agreement prior to the Closing Date, and FiberCore and Sub shall have received a
certificate signed by an executive officer of ALT.



                                       18

<PAGE>



         (c)  Corporate  Action.  FiberCore and Sub shall have received from ALT
certified  copies of  resolutions of ALT's  shareholders  and Board of Directors
approving and adopting this Agreement and the transactions  contemplated hereby,
and FiberCore and Sub shall have received a certificate  signed on behalf of ALT
by the corporate secretary of such entity to such effect.

                                   ARTICLE 9.

                                     OMITTED

                                   ARTICLE 10.

                                     CLOSING

10.1 Closing Date.  The Closing under this Agreement  (the  "Closing")  shall be
held not more than two (2) business days following the later of (a) the approval
of the  Merger  by the  shareholders  of ALT and (b)  satisfaction  of all other
conditions  precedent  to the Merger  specified in this  Agreement,  unless duly
waived by the  party  entitled  to  satisfaction  thereof.  The  parties  hereto
anticipate  that the Closing will occur on or before  September 15, 1995. In any
event,  if the Closing has not occurred on or before  September  30, 1995,  this
Agreement  may be  terminated  as provided in Article 13. Such date on which the
Closing is to be held is herein  referred to as the "Closing  Date." The Closing
shall be held at the offices of Coleman & Rhine,  1120  Avenue of the  Americas,
New York,  New York, at 10:00 a.m. on such date, or at such other time and place
as the parties may agree upon in writing.

10.2 Filing Date.  Subject to the provisions of this  Agreement,  on the Closing
Date a  fully-executed  and  acknowledged  copy of this Agreement,  if required,
along with required related  certificates of ALT,  FiberCore and Sub meeting the
requirements of the Delaware  General  Corporation  Law, shall be filed with the
Delaware  Secretary of State,  all in  accordance  with the  provisions  of this
Agreement.



                                       19

<PAGE>



                                   ARTICLE 11.

              SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

         The  representations,   warranties  and  covenants  contained  in  this
Agreement   shall   survive   only  up  to  the  closing  of  the  Merger.   All
representations, warranties and covenants in or pursuant to this Agreement shall
be deemed to be conditions to the Merger,  and in the event this Agreement shall
be terminated in accordance with the terms thereof, the provisions of Section 12
of this Agreement shall survive any termination of this Agreement.

                                   ARTICLE 12.

                               PAYMENT OF EXPENSES

         If for any reason the Merger as contemplated  herein is not consummated
ALT, FiberCore, and Sub shall each pay their own out-of-pocket expenses incurred
incident  to  the  preparation  and  carrying  out of  the  transactions  herein
contemplated;  provided that, unless the Merger is not consummated  because of a
failure of  FiberCore  or Sub to satisfy any of the  conditions  of Section 8.2,
FiberCore  will  reimburse ALT the actual  documented  costs  incurred,  up to a
maximum of Five  Thousand  Dollars  $5,000,  in  consideration  of the  expenses
incurred by ALT and the  termination of this Agreement and the Merger;  provided
further,  that if the Merger is not  consummated  because of a failure of ALT to
satisfy any of the  conditions  of Section  8.3,  ALT will  reimburse  FiberCore
actual  documented  costs  incurred,  up to a maximum of Five  Thousand  Dollars
($5,000), in consideration of the expenses incurred by FiberCore and Sub and the
termination of this Agreement and the Merger.

                                   ARTICLE 13.

                        TERMINATION, AMENDMENT AND WAIVER

13.1  Termination.  This  Agreement  may be  terminated at any time prior to the
Effective Time of the Merger,  whether before or after the approval by the ALT's
or Sub's shareholders of matters presented in connection with the Merger :



                                       20

<PAGE>



         (a) by mutual written consent of ALT, Sub, and FiberCore;

         (b) by ALT, on the one hand or FiberCore and Sub, on the other hand, as
the non-defaulting  party or parties, if there has been a material breach of any
material  representation,  warranty,  covenant or  agreement  contained  in this
Agreement on the part of the other party or parties set forth in this  Agreement
and, if such breach is curable, such breach has not been cured within a ten (10)
day period after written notice of such breach;

         (c) by either ALT, on the one hand,  or FiberCore and Sub, on the other
hand, if the Merger shall not have been  consummated on or before  September 30,
1995;  provided,  however,  that if the Merger  shall not be  consummated  on or
before  September  30, 1995  because of a party's  failure to satisfy any of the
conditions  set forth in Sections 8.2 or 8.3,  neither ALT, on the one hand,  or
FiberCore  and Sub, on the other  hand,  may rely upon such party or parties own
actions or lack thereof to terminate the Agreement;

         (d) ALT, on the one hand,  or FiberCore  and Sub, on the other hand, if
(i) there  shall be a final  nonappealable  order of a federal or state court in
effect  preventing  consummation of the Merger or (ii) there shall be any action
taken, or any statute, rule, regulation or order enacted,  promulgated or issued
or deemed  applicable to the Merger by any governmental  entity which would make
consummation of the Merger illegal; and

         (e) ALT, on the one hand,  or FiberCore  and Sub, on the other hand, if
there shall be any action  taken,  or any  statute,  rule,  regulation  or order
enacted,  promulgated  or  issued  or  deemed  applicable  to the  Merger by any
governmental  entity, which would (A) prohibit FiberCore's or Sub's ownership or
operation  of all or a material  portion of the business or assets of ALT or Sub
and its Subsidiaries taken as a whole, or compel FiberCore to dispose of or hold
separate  all or a  material  portion of the  business  or assets of ALT and its
Subsidiaries  taken  as a whole or  FiberCore  and its  Subsidiaries  taken as a
whole,  as a result  of the  Merger or (B)  render  ALT or  FiberCore  unable to
consummate the Merger, except for any waiting period provisions; or



                                       21

<PAGE>



         (f) by any party,  provided however that the terminating party shall be
liable for the  expenses  of the  non-terminating  parties,  in an amount not to
exceed a maximum of $5,000.

         Where  action is taken to  terminate  this  Agreement  pursuant to this
Section  13.1,  it shall be  sufficient  for such action to be authorized by the
Board of Directors of the party taking such action.

13.2 Effect of  Termination.  In the event of  termination  of this Agreement by
either FiberCore, Sub or ALT as provided in Section 13.1, this Agreement and the
Plan of Merger  shall  forthwith  become void and there shall be no liability or
obligation on the part of ALT, FiberCore or Sub or their respective  officers or
directors except as set forth in Article 12 and Article 14.

13.3 Amendment.  This Agreement may be amended by the parties hereto,  by action
taken by  their  respective  Board of  Directors,  at any time  before  or after
approval of matters  presented in connection with the Merger by the shareholders
of ALT and Sub but, after any such shareholder  approval,  no amendment shall be
made  which  by law  requires  the  further  approval  of  shareholders  without
obtaining such further approval.  This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

13.4 Extension;  Waiver.  At any time prior to the Effective Time of the Merger,
any party hereto, by such corporate action as shall be appropriate,  may, to the
extent legally  allowed,  (i) extend the time for the  performance of any of the
obligations  or  other  acts  of  the  other  parties  hereto,  (ii)  waive  any
inaccuracies in the  representations and warranties made to such party contained
herein or in any document  delivered  pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party contained
herein.  Any  agreement on the part of a party  hereto to any such  extension or
waiver shall be valid if set forth in an instrument in writing  signed on behalf
of such party.



                                       22

<PAGE>



                                   ARTICLE 14.

                             LIMITATION ON LIABILITY

14.1  Liabilities  of ALT,  FiberCore,  and Sub. The aggregate  liability of all
entities  for  breaches by FiberCore  and Sub and their  officers and  directors
under this  Agreement and the Plan of Merger and the  transactions  contemplated
hereby and thereby shall be limited to $5,000  (including  the amounts set forth
in sections 12 and 13).
                                   ARTICLE 15.

                                     GENERAL

15.1 Notices.  Any notice,  request,  instruction  or other document to be given
hereunder by any party to the other shall be in writing and delivered personally
or sent by certified mail, postage prepaid, as follows:

         If to FiberCore or Sub:

                  Dr. Mohd A. Aslami, President
                  FiberCore, Inc.
                  P.O. Box 206
                  174 Charlton Road
                  Sturbridge, Massachusetts  01566

         If to ALT:

          Automated Light Technologies, Inc.
                  P.O. Box 802
                  Tolland, Connecticut  06084
                  Attn: Charles DeLuca

15.2  Headings.  The  headings of the several  sections  of this  Agreement  are
inserted for  convenience  of reference  only and are not intended to affect the
meaning or interpretation of this Agreement.

15.3 Counterparts.  This Agreement may be executed in counter parts, and when so
executed  each  counterpart  shall  be  deemed  to  be  an  original,  and  said
counterparts together shall constitute one and the same instrument.



                                       23

<PAGE>



15.4  Binding  Nature.  This  Agreement  shall be binding  upon and inure to the
benefit of the parties  hereto.  Neither  ALT,  Sub or  FiberCore  may assign or
transfer any rights under this Agreement.

15.5 Other  Agreements.  All  written  agreements  heretofore  made  between the
parties  hereto  in  contemplation  of this  Agreement  are  superseded  by this
Agreement and are hereby terminated in their entirety.

15.6 Good  Faith.  Each of the parties  hereto  agrees that it shall act in good
faith in an attempt to cause all the  conditions  precedent to their  respective
obligations to be satisfied.

15.7 Applicable Law. This Agreement shall be governed in all respects, including
validity,  interpretation  and effect,  by the laws of the State of New York and
each party  agrees to submit to the  jurisdiction  of the courts of the State of
New York.

15.8 No Third Party  Beneficiaries.  The terms and  provisions of this Agreement
are  intended  for the  benefit  of  each  party  hereto  and  their  respective
successors and permitted assigns,  and it is not the intention of the parties to
confer third party beneficiary rights upon any other person or entity.

15.9  Severability.  A  determination  that any  portion  of this  Agreement  is
unenforceable or invalid shall not affect the  enforceability or validity of any
of the remaining  portions  hereof or of this Agreement as a whole. In the event
that any part of any of the  covenants,  sections  or  provisions  herein may be
determined by a court of law to be overly broad or against applicable  precedent
or public policy, thereby making such covenants,  sections or provisions invalid
or  unenforceable,  the parties hereto agree,  and it is their desire that, such
court shall  substitute a reasonable  and judicially  enforceable  limitation in
place of the  invalid  and  unenforceable  part of such  covenants,  sections or
provisions,  and that,  as so modified,  the  covenants,  sections or provisions
shall be as fully  enforceable as if set forth herein by the parties  themselves
in the modified form. If,  however,  any court of law shall refuse to substitute
any reasonable and judicially enforceable provisions in their place, the parties
shall  attempt  to reach  agreement  with  respect  to a valid  and  enforceable
substitute for the deleted  provisions which shall be as close in its intent and
effect as possible to the deleted portions.


                                       24

<PAGE>



         IN WITNESS  WHEREOF,  the undersigned  have caused this Agreement to be
duly executed as of the date first written above.

                                FIBERCORE, INC.


                                By:/s/ Mohd Aslami
                                   ------------------------
                                Name:   Mohd Aslami
                                      ---------------------
                                Title:  President
                                      ---------------------

                                 ALT MERGER CO.

                                By:/s/ Mohd Aslami
                                   ------------------------
                                Name:   Mohd Aslami
                                      ---------------------
                                Title:  President
                                      ---------------------

                                AUTOMATED LIGHT TECHNOLOGIES, INC.

                                By:/s/ Mohd Aslami
                                   ------------------------
                                Name:   Mohd Aslami
                                      ---------------------
                                Title:  President
                                      ---------------------


                                       25

<PAGE>



STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

                  On the 12th day of September,  1995, before me personally came
Mohd Aslami,  to me known,  who, being by me duly sworn, did depose and say that
he has a business address at 174 Charlton Road, Sturbridge,  MA ; that he is the
President of FiberCore,  Inc. and ALT Merger Co., the corporations  described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the board of directors of said corporations.


                                                 /s/ Maureen Mulle
                                                 --------------------
                                                     Maureen Mullen
                                                     Notary Public



                                       26

<PAGE>





STATE OF ILLINOIS                   )
                                    ) ss.:
COUNTY OF COOK                      )

                  On the 14th day of September,  1995, before me personally came
Charles  DeLuca,  to me known,  who, being by me duly sworn,  did depose and say
that he has a business address at 174 Charlton Road, Sturbridge,  MA; that he is
the Secretary of Automated Light Technologies,  Inc., the corporation  described
in and which  executed  the  foregoing  instrument;  and that he signed his name
thereto by order of the board of directors of said corporation.


                                                 /s/ Lucille Christian
                                                 --------------------
                                                     Lucille Christian
                                                     Notary Public

A:\ALTAGREE.DOC



                                       27

<PAGE>



                                    EXHIBIT A

                                 PLAN OF MERGER

                  THIS  PLAN OF MERGER  (the  "Plan of  Merger")  is dated as of
September  18th,  1995 and is entered  into by and  between  ALT  Merger  Co., a
Delaware  corporation  ("Acquisition  Sub"),  and Automated Light  Technologies,
Inc., a Delaware corporation (the
"Company").

                               W I T N E S S E T H

                  WHEREAS,  the Company and  Acquisition  Sub and the respective
Boards of Directors thereof have approved as desirable and in the best interests
of each  corporation that Acquisition Sub be merged with and into the Company by
a  statutory  merger  upon the terms and  conditions  contained  in this Plan of
Merger  and in a  certain  Agreement  and  Plan of  Reorganization,  dated as of
September 18th, 1995 by and among FiberCore,  Inc.  ("Parent"),  the Company and
Acquisition Sub (the "Merger Agreement") (which Merger Agreement shall be deemed
part of this Plan of Merger and is hereby  incorporated by reference to the same
extent as if fully set forth herein), and in accordance with the applicable laws
of the State of Delaware.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual promises contained herein, IT IS AGREED AS FOLLOWS:

                  FIRST:  At the  Effective  Date of the Merger (as  hereinafter
defined),  Acquisition  Sub  shall be  merged  with and  into the  Company  by a
statutory  merger (the "Merger") in accordance with the General  Corporation Law
of the  State  of  Delaware  (the  "GCL")  and  upon the  terms  and  conditions
hereinafter  expressed.  At the Effective  Date of the Merger,  Acquisition  Sub
shall be merged with and into the Company, the separate existence of Acquisition
Sub shall cease, and the Company shall be the surviving corporation (Acquisition
Sub and the Company are hereinafter  sometimes  referred to as the  "Constituent
Corporations,"  and  the  Company,   as  the  party  surviving  the  Merger,  is
hereinafter  sometimes  referred to as the "Surviving  Corporation")  all in the
manner intended by Section 251 of the GCL.



                                       28

<PAGE>



                  SECOND:  The  Merger  shall  become  effective  at the time of
filing of the  certificate of merger with the Secretary of State of the State of
Delaware (the  "Certificate  of Merger") in accordance with the provision of the
GCL. The date and time when the Merger shall become effective is herein referred
to as the "Effective Date."

                  THIRD:  The manner and basis for  converting the shares of the
capital  stock of the  Company and  Acquisition  Sub upon the Merger  shall,  by
virtue of the Merger and without  any action on the part of the holder  thereof,
be as follows:

                  a.        Each share of the Company's  common stock, par value
                            $.01 per share,  actually  issued and outstanding at
                            the Effective Date ("Company Common Stock"),  except
                            for Dissenting  Shares (as defined below) shall,  by
                            virtue of the Merger and  without  any action on the
                            part of the holder  thereof,  at the Effective Date,
                            be  converted  into the right to receive a number of
                            shares equal to the ratio of (x) 8,811,137  over (y)
                            the  number  of  shares  of  Company   Common  Stock
                            outstanding  on a fully  diluted  basis  (other than
                            shares underlying warrants issued to the Connecticut
                            Development  Authority and Connecticut  Innovations,
                            Inc. and other than 85,250 shares underlying certain
                            warrants  and  275,000  shares  underlying   certain
                            incentive stock options, but including approximately
                            4.53 million shares underlying  warrants and debt to
                            be  issued  at  the   Effective   Time)   (the  "ALT
                            Outstanding")   immediately   prior  to  the  Merger
                            (hereinafter, the "Exchange Ratio" or the "Per Share
                            Merger  Consideration")  of issued  and  outstanding
                            shares of the  Common  Stock,  par  value  $.001 per
                            share,  of Parent (the "Parent  Common  Stock") (the
                            "Per  Share   Merger   Consideration").   The  exact
                            exchange  ratio  is set  forth on  Attachment  1. An
                            aggregate of 8,811,137 shares of Parent Common Stock
                            will be  issued in the  Merger if all  shares of ALT
                            Outstanding  are  converted  into  shares  of Parent
                            Common Stock.



                                       29

<PAGE>



                  b.        All  payments  shall be made in Parent  Common Stock
                            pursuant to the terms and  conditions  of the Merger
                            Agreement.

                  c.        Each share of the Company  Common  Stock held in the
                            Company's  treasury at the Effective Date shall,  by
                            virtue of the Merger, be canceled without payment of
                            any   consideration   therefor   and   without   any
                            conversion thereof.

                  d.        All shares of Company Common Stock held of record by
                            shareholders who shall not have voted such shares in
                            favor of the Merger and who shall properly  exercise
                            rights to demand  payment  of the fair value of such
                            shares in  accordance  with  Section  262 of the GCL
                            (the "Dissenting Shares"), if any, shall be canceled
                            upon such  exercise and shall be entitled to payment
                            of the fair value of such shares in accordance  with
                            the  provisions  of Section 262 inclusive of the GCL
                            (the "Dissenting Consideration").

                  e.        After  the  Effective   Date,   each  holder  of  an
                            outstanding  certificate which at the Effective Date
                            represented  outstanding  shares of  Company  Common
                            Stock (the  "Certificates"),  upon surrender of such
                            Certificates,  together  with a  transmittal  letter
                            (which  shall   specify  that   delivery   shall  be
                            effected,   and  risk  of  loss  and  title  to  the
                            Certificates  shall pass,  only upon proper delivery
                            of the Certificates) shall be entitled to receive in
                            exchange  for each  share of  Company  Common  Stock
                            represented    thereby,   the   Per   Share   Merger
                            Consideration  or Dissenting  Consideration,  as the
                            case may be. No interest  will be paid or accrued on
                            the Per Share Merger Consideration or the Dissenting
                            Consideration,  as the case may be, payable upon the
                            surrender of such Certificates, except to the extent
                            required by law.

                  f.        After the Effective Date,  there shall be no further
                            transfers  on  the  stock   transfer  books  of  the
                            Surviving  Corporation  of  the  shares  of  Company
                            Common Stock or Options (as defined below) which


                                       30

<PAGE>



                            are outstanding at the Effective Date. If, after the
                            Effective  Date,  Certificates  are presented to the
                            Surviving  Corporation  for transfer,  they shall be
                            canceled and there shall be issued to the transferee
                            in exchange  therefor the  consideration as provided
                            above.

                  g.        Each  share of  Acquisition  Sub common  stock,  par
                            value  $.01 per share (the  "Acquisition  Sub Common
                            Stock"),  issued and  outstanding  at the  Effective
                            Date shall,  by virtue of the Merger and without any
                            action  on the part of the  holder  thereof,  at the
                            Effective  Date, be converted into and  exchangeable
                            for  one  fully  paid  and  nonassessable  share  of
                            Surviving  Corporation Common Stock, par value $0.01
                            per  share  (the   "Surviving   Corporation   Common
                            Stock").  From and after the  Effective  Date,  each
                            outstanding  certificate  theretofore   representing
                            Acquisition Sub Common Stock shall be deemed for all
                            purposes to evidence  ownership of, and to represent
                            the  number  of  shares,  of  Surviving  Corporation
                            Common  Stock into which such shares of  Acquisition
                            Sub Common Stock shall be converted.

                  h.        With  respect  to  unexpired,  unexercised  options,
                            warrants    or    other    convertible    securities
                            ("Convertible    Securities"),    whether   or   not
                            exercisable or  convertible  at the Effective  Date,
                            outstanding on the Effective Date, each such option,
                            warrant or  convertible  security,  by virtue of the
                            Merger  and  without  any  action on the part of the
                            holder  thereof  other than  proper  execution  of a
                            notice of exercise or conversion of such convertible
                            security,  shall  be  converted  into  the  right to
                            receive,  for the  number of  shares of ALT  Capital
                            Stock to which the warrantholder,  optionholder,  or
                            convertible   security   holder  is  entitled   (the
                            "Underlying  Share Count"),  the number of shares of
                            Parent Capital Stock  determined by multiplying  the
                            aforesaid   number   by   the   Per   Share   Merger
                            Consideration,  upon  payment of an amount  equal to
                            the  exercise  price  specified  in such  Option  or
                            Warrant or conversion price


                                       31

<PAGE>



                            specified in such Convertible Security multiplied by
                            the   Underlying   Share   Count,   subject  to  the
                            expiration  date and other  terms of such  Option or
                            Warrant or Convertible Securities.

                  FOURTH: Until otherwise amended in accordance with law or such
Certificate of  Incorporation,  the Certificate of Incorporation of the Company,
and the  By-laws of the Company in effect at the  Effective  Date of the Merger,
shall  be  the  Certificate  of  Incorporation  and  By-laws  of  the  Surviving
Corporation following the Merger.

                  FIFTH:  All  officers  and  directors  of the  Company  at the
Effective  Date shall,  from and after the  Effective  Date, be the officers and
directors,  respectively,  of the Surviving  Corporation,  and shall hold office
until their  successors  are elected or appointed and qualify as provided in the
Certificate of  Incorporation  and By-laws of the Surviving  Corporation,  or as
otherwise  provided  by  law.  At  the  Effective  Date,  all  directors  of the
Acquisition  Sub shall cease to be  directors  thereof  and shall be  considered
removed from office.  If, at the  Effective  Date, a vacancy  shall exist on the
Board of Directors of the Surviving Corporation,  such vacancy may thereafter be
filled in the manner provided in the Certificate of Incorporation  and Bylaws of
the Surviving Corporation, or as otherwise provided by law.

                  SIXTH:  At the Effective  Date of the Merger,  all  respective
property, assets, rights, privileges,  powers, franchises and immunities of each
of the Constituent  Corporations shall vest in the Surviving Corporation and all
of the respective debts,  liabilities and obligations of each of the Constituent
Corporations  shall  become  the  debts,  liabilities  and  obligations  of  the
Surviving Corporation.



                                       32

<PAGE>



                  SEVENTH:  Prior to the  filing of the  Certificate  of Merger,
this Plan of Merger may be terminated as provided in the Merger Agreement.



                                       33

<PAGE>




         IN WITNESS  WHEREOF,  the undersigned  have caused this Agreement to be
duly executed as of the date first written above.

                                AUTOMATED LIGHT TECHNOLOGIES, INC.


                                By: /s/ Charles DeLuca
                                   -------------------------------
                                    Name: Charles DeLuca
                                          ------------------------
                                    Title: Vice President
                                          ------------------------

                                 ALT MERGER CO.


                                By: /s/ Mohd Aslami
                                   -------------------------------
                                    Name: Mohd Aslami
                                          ------------------------
                                    Title: President
                                          ------------------------


Agreed To:

FIBERCORE, INC.



By: /s/ Mohd Aslami
   --------------------------
Name: Mohd Aslami
     ------------------------
Title: President
     ------------------------



                                       34

<PAGE>




STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )

                  On the 12th day of September,  1995, before me personally came
Mohd Aslami,  to me known,  who, being by me duly sworn, did depose and say that
he has a business address at 174 Charlton Road, Sturbridge,  MA ; that he is the
President of FiberCore,  Inc. and ALT Merger Co., the corporations  described in
and which executed the foregoing instrument; and that he signed his name thereto
by order of the board of directors of said corporations.


                                                            /s/ Maureen Mullen
                                                             Notary Public



                                       35

<PAGE>





STATE OF ILLINOIS                   )
                                    ) ss.:
COUNTY OF COOK                      )

                  On the 14th day of September,  1995, before me personally came
Charles  DeLuca,  to me known,  who, being by me duly sworn,  did depose and say
that he has a business address at 174 Charlton Road, Sturbridge,  MA; that he is
the Secretary of Automated Light Technologies,  Inc., the corporation  described
in and which  executed  the  foregoing  instrument;  and that he signed his name
thereto by order of the board of directors of said corporation.


                                                           /s/ Lucille Christian
                                                           Notary Public




                                       36

<PAGE>







                                  Schedule 2.3

                                 Exchange Ratio

1.051615


                                       37

<PAGE>



                                  Schedule 3.2

                           Warrants, Options and Other
             Outstanding Convertible Equity Securities of FiberCore



         $5,000,000   convertible   debt  held  by  AMP,   Inc.   plus  interest
accumulating  at a rate of LIBOR plus one percent may be  converted  into common
stock of  FiberCore  through  April  17,  2005.  For the  first  five  years the
conversion  price is $1.1576258 per share;  thereafter  the conversion  price is
equal to the price per share paid by a third party  investor in the private sale
of common stock by FiberCore immediately prior to such conversion.

         348,774  employee stock options are outstanding and 305,000  additional
options are available for issuance.

         1,560,305 options may be issued to a new chief operating
officer.

         Additional  warrants  exercisable  into  550,696  shares  of  FiberCore
Capital Stock are due to be issued to Middle Eastern  Specialized  Cable Company
("MESC"), upon signing of certain agreements.

         238,635 shares of FiberCore  Capital Stock are due to be issued to MESC
upon the exercise of the warrants listed in the above paragraph.

         An  additional  679,192  shares of  FiberCore  Capital  Stock are to be
issued to MESC upon the signing of certain agreements.

         An  additional  367,131  shares are in the  process of being  issued to
MESC, upon the closing of a certain agreement.

         An additional 820,996 warrants are outstanding (subject to adjustment).

         Additional  warrants may be due the Armand Group in an amount dependent
on the number of the  Company's  securities  placed by them,  in a  contemplated
private placement.

         All warrants and options reflect  pre-dilution  numbers.  Such dilution
may have occurred from issuance of other warrants, options or sales of stock. In
addition, the terms of this agreement may further dilute options and warrants.



                                       38

<PAGE>



                                 Schedule 3.5(a)

                              Financial Statements




                                       39

<PAGE>



                                 Schedule 3.5(b)

                              Financial Statements



                                       40

<PAGE>



                                  Schedule 3.7

             FiberCore Violations and Conflicts Arising from Merger

None.

                                  Schedule 4.2

                           Warrants, Options and Other
                      Outstanding Equity Securities of ALT

None.



                                       41

<PAGE>



                                 Schedule 4.5(a)

                              Financial Statements




                                       42

<PAGE>



                                 Schedule 4.5(b)

                              Financial Statements



                                       43

<PAGE>




                                  Schedule 4.7

                    ALT Violations or Conflicting Agreements


         ALT  is  required  to  register  shares  underlying   certain  warrants
immediately upon consummation of a merger. Such registration is supposed to be a
condition to a merger.

                                  Schedule 5.1

              FiberCore's Covenants Relating to Conduct of Business

See attached Amendment.



                                       44

<PAGE>




                                  Schedule 5.2

                 ALT's Covenants Relating to Conduct of Business

None.



                                       45

<PAGE>


                                  Attachment 1

                                 Exchange Ratio

1.051615


                                       46