Exhibit 10.112

                                    AGREEMENT

         AGREEMENT,   executed  as  of  December   1,  1998   between   SpecTran
Corporation,   a  Delaware   corporation   (hereinafter   referred   to  as  the
"Corporation"), and Bruce A. Cannon (hereinafter referred to as "Executive").

                              W I T N E S S E T H:
         WHEREAS,  Executive  and the  Corporation  are parties to an Employment
Contract dated as of December 14, 1992 (the "1992 Employment Contract");

         WHEREAS,  the  Executive  has  resigned  from  his  positions  with the
Corporation and its subsidiaries effective December 1, 1998; and

         WHEREAS, the Corporation  recognizes the effort and skill Executive has
contributed to the operation of the Corporation  during his long tenure with the
Corporation  and both the Executive and the  Corporation  wish to provide for an
orderly transition and enter into this Agreement.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:

         1. Termination of 1992 Employment  Contract.  This Agreement supercedes
and replaces the 1992 Employment  Contract,  which shall be deemed terminated as
of the date first written above.

         2.  Resignation  as Director.  Upon the  execution  of this  Agreement,
Executive  hereby  resigns  as a  Director  of the  Corporation  and each of its
subsidiaries on whose Boards he is serving.

         3.  Employment.  The  Corporation  agrees  to and  does  hereby  employ
Executive,  and  Executive  agrees to and does hereby  accept  employment by the
Corporation,  subject to the  direction  of its  President  and Chief  Executive
Officer,  Chief  Financial  Officer  and/or Board of  Directors,  for the period
commencing  on the date of this  Agreement and ending at midnight on December 1,
2000 (the "Termination  Date," and collectively the "Base Term").  The Base Term
shall not be  renewable  except by written  amendment  signed by both parties to
this Agreement. The Base Term and any amendments or extensions shall be referred
to hereinafter as the "Employment Period."

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         4. Scope of Duties.  Executive  agrees that he shall provide advice and
assistance  to the Board of  Directors,  Chief  Executive  Officer  and/or Chief
Financial  Officer  of the  Corporation  and  shall  perform  such  projects  as
reasonably  requested  and  mutually  agreed.  Executive  agrees that he will be
available to act in the capacity of a consultant to the  Corporation and that in
the event that  Executive  is so called upon he will devote such time and effort
to the performance of his duties as a consultant to the Corporation as Executive
and Corporation shall mutually consider appropriate.
         5.       Employment Period - Annual Compensation/Stock Options.

         (a) As of the date of this  Agreement,  for the services and duties for
which Executive agrees to be available to perform during the Employment  Period,
the  Corporation  agrees to pay  Executive  annual  compensation  at the rate of
Eighty Six Thousand Five Hundred  Eighty Nine Dollars and no cents  ($86,589.00)
per  year  (this  annual   amount  to  be  referred  to  as  "Annual   Executive
Compensation").   Annual  Executive  Compensation  shall  be  payable  in  equal
semi-monthly  installments.  The Corporation  shall reimburse  Executive for all
expenses  reasonably and necessarily  incurred in connection with his employment
by  the  Corporation,   including   traveling  expenses  while  absent,  on  the
Corporation's business, from his business headquarters.

         (b) Any  options  to  purchase  the  Company's  common  stock that have
previously  been granted to Executive  pursuant to the Company's  1991 Incentive
Stock Option Plan (the "Plan") and have not yet vested will  continue to vest in
their normal course  pursuant to the Plan through  December 1, 1999. Any options
to purchase the Company's common stock granted to Executive which do not vest by
December 1, 1999 shall expire as of such date. In addition,  all vested  options
to purchase  the  Company's  common  stock  granted to  Executive  which are not
exercised  on or before  March 31,  2001 at 5:00 p.m.  (EST) will expire at 5:00
p.m. (EST) on March 31, 2001.

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         6.  Secrets.  Executive  agrees  that any  trade  secrets  or any other
proprietary  information (whether in written, verbal or any other form) relating
to the  existing  or  contemplated  business  and/or  field of  interest  of the
Corporation  or any of its  affiliates  (for the purpose of this  Agreement,  an
affiliate  of the  Corporation  shall be deemed to be any  corporation  or other
legal  entity  which  controls  the  Corporation,  which  is  controlled  by the
Corporation, one which is under common control with the Corporation),  or of any
corporation  or other  legal  entity  in  which  the  Corporation  or any of its
affiliates has an ownership interest of more than twenty-five percent (25%), and
any proprietary  information  (whether in written,  verbal or any other form) of
any of the Corporation's customers, suppliers, licensor or licensees, including,
but not limited to, information relating to inventions,  disclosures, processes,
systems, methods, formulae, patents, patent applications,  machinery, materials,
notes,  drawings,  research activities and plans, costs of production,  contract
forms, prices, volume of sales, promotional methods, list of names or classes or
customers,  which  he has  heretofore  acquired  during  his  employment  by the
Corporation  or any of its  affiliates or which he may hereafter  acquire during
his  employment  with the  Corporation or any of its  affiliates,  in both cases
whether during or outside  business hours,  whether or not on the  Corporation's
premises, as the result of any disclosures to him, or in any other way, shall be
regarded  as held by him in a fiduciary  capacity  solely for the benefit of the
Corporation, its successors or assigns, and shall not at any time, either during
the term of this Agreement or thereafter, be disclosed,  divulged, furnished, or
made  accessible by him to anyone,  or be otherwise  used by him,  except in the
regular  course  of  business  of  the  Corporation  or  its  affiliates.   Upon
termination  of  his  employment,  Executive  shall  return  or  deliver  to the
Corporation all tangible forms of such information in his possession or control,
and shall  retain no copies  thereof.  Information  shall,  for purposes of this
Agreement, be considered to be secret if not known by the trade generally,  even
though such  information  may have been  disclosed to one or more third  parties
pursuant  to  any  business  discussion  or  agreement,  including  distribution
agreements,  joint research  agreements or other agreements  entered into by the
Corporation or any of its affiliates.

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         7. Patents.  Executive agrees to and does hereby sell, assign, transfer
and set over to the Corporation, its successors,  assigns, or affiliates, as the
case may be,  all his  right,  title,  and  interest  in and to any  inventions,
improvements,  processes,  patents or applications for patents which he develops
or conceives individually or in conjunction with others during his employment by
the Corporation, or, having possibly conceived same prior to his employment, may
complete  while in the employ of the  Corporation or any of its  affiliates,  in
both cases  whether  during or  outside  business  hours,  whether or not on the
Company's  premises,  which  inventions,  improvements,  processes,  patents  or
applications for patents are (i) in connection with any matters within the scope
of the  existing  or  contemplated  business  of the  Corporation  or any of its
affiliates,  or  (ii)  aided  by  the  use of  time,  materials,  facilities  or
information paid for or provided by the Corporation,  all of the foregoing to be
held and enjoyed by the Corporation,  its successors,  assigns or affiliates, as
the case may be, to the full extent of the term for which any Letters Patent may
be granted and as fully as the same would have been held by Executive,  had this
Agreement,  sale or assignment not been made.  Executive will make,  execute and
deliver any and all  instruments  and documents  necessary to obtain patents for
such inventions,  improvements and processes in any and all countries. Executive
hereby  irrevocably  appoints the  Corporation to be his attorney in fact in the
name of and on behalf of  Executive to execute all such  instruments  and do all
such  things and  generally  to use the  Executive's  name for the  purposes  of
assuring to the  Corporation  (or its  nominee)  the full  benefit of its rights
under the provisions of Articles 6 and 7.

         8.  Disability  and  Death.  In  the  event  Executive  becomes  either
partially  or  totally  disabled  during  the  term of this  Agreement  then the
Corporation shall continue,  during the term of this Agreement, to pay Executive
at the rate of his Annual  Executive  Compensation  as set forth in Article 5(a)
and continue the benefits  provided for him in Article 9 hereof. In the event of
Executive's death, the payments of Annual Executive Compensation provided herein
will be made to the wife of Executive, or if no wife shall survive Executive, to
his Estate.

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         9.        Employee Benefits.

         (a) For the term of this  Agreement,  Executive may  participate in any
pension plan, life insurance,  hospitalization or surgical program, or insurance
program  presently in effect or  hereafter  adopted by the  Corporation,  to the
extent,  if any,  that he may be eligible to do so under the  provisions of such
plan or program.  The Corporation may terminate,  modify, or amend any such plan
or program, in the manner and to the extent permitted therein, and the rights of
Executive  under any such plan or program  shall be subject to any such right of
termination,  modification,  or amendment.  To the extent any payments under any
such plan or program are made to Executive because he is disabled,  such amounts
shall be credited  against amount due to Executive under Article 8. Executive is
not entitled to any automobile allowance.

         (b) For the  sake  of  clarification,  and  notwithstanding  any  other
provision  of this  Agreement,  it is  understood  and agreed that all  benefits
provided to Executive  under this Agreement shall be provided to the extent that
they exceed any employee benefit  provided to Executive other than  specifically
through this Agreement, such as the programs, plans, etc. referred to in Article
9(a) above. The benefits  provided under this Agreement shall be supplemental to
benefits  provided  otherwise to Executive by the Corporation,  and shall not be
provided to the extent that they are duplicative.

         10.  Covenant  Not to  Solicit  Employees.  During  the  term  of  this
Agreement,  Executive  agrees that he will not (a) solicit any past,  present or
future customers of the Corporation in any way relating to any business in which
the  Corporation  was engaged  during the term of his  employment,  or which the
Corporation  planned during the term of his employment,  to enter, or (b) induce
or  actively  attempt to  influence  any other  employee  or  consultant  of the
Corporation  to  terminate  his  or  her  employment  or  consultancy  with  the
Corporation.  In the event that Executive violates any provision of this Article
10, then in addition to any other  remedies  available to the  Corporation,  the
Corporation  shall have the right  immediately  to  terminate  any  payments  or
benefits provided or to be provided to Executive under this Agreement.

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         11.  Assignment.  This Agreement may be assigned by the  Corporation as
part of the sale of substantially all of its business;  provided,  however, that
the purchaser  shall expressly  assume all obligations of the Corporation  under
this Agreement. Further, this Agreement may be assigned by the Corporation to an
affiliate,   provided  that  any  such  affiliate  shall  expressly  assume  all
obligations of the Corporation  under this Agreement,  and provided further that
the  Corporation  shall then fully guarantee the performance of the Agreement by
such affiliate.  Executive agrees that if this Agreement is so assigned, all the
terms and  conditions of this  Agreement  shall remain between such assignee and
himself with the same force and effect as if said  Agreement  had been made with
such assignee in the first instance.

         12.      Termination.

         (a) Survival. The provisions of Articles 6, 7, 10, 12, 13 and 14 shall 
survive the  termination  of this Agreement.

         (b)  Termination  by  Executive.  If at any time  during  the period of
December 1, 1998 through  November 30, 1999,  Executive  elects to terminate his
employment   with  the   Corporation  or  takes  other   employment,   then  the

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Corporation's  obligations to Executive under this Agreement shall be limited to
the  Annual  Executive  Compensation  and  benefits  earned  up to the  date  of
Executive's departure.  If Executive elects to terminate his employment with the
Corporation or takes other employment  during the period  beginning  December 1,
1999  through the end of the Base Term,  the  Corporation  will  continue to pay
Annual  Executive  Compensation to Executive for the remainder of the Base Term,
but Executive will forfeit all of his rights to other  benefits  provided for in
this Agreement

         (c)      Termination Without Cause.
                           (i) In the  event  the  Corporation  terminates  this
                  Agreement  without Cause,  the  Corporation  shall continue to
                  fulfill its obligations  under this Agreement until the end of
                  the Employment Period.

                           (ii) If Executive takes other  employment  before the
                  end of the Employment Period, the Corporation's obligations to
                  Executive  under this  Agreement  will be treated  the same as
                  under Section 12(b) hereof.

                           (iii)  Notwithstanding  anything  to the  contrary in
                  this  Agreement,  the  Corporation,  in its sole and  absolute
                  discretion,  may accelerate the payment of any amounts payable
                  under Article 12(c) hereof to  Executive,  provided,  however,
                  that  accelerating  such payments does not affect  Executive's
                  eligibility  to continue  his  insurance  benefits on the same
                  basis (both with respect to coverage and contributions) as the
                  Corporation's  active  employees  until  such time as he would
                  have  received the last amount  payable  under  Article  12(c)
                  hereof had payment  thereof not been  accelerated  pursuant to
                  this Article 12(c)(iii).

                           (iv)  "Cause"  shall mean [A]  breach of  Executive's
                  obligations  under Article 6, 7 or 10 of this  Agreement,  [B]
                  stealing from the Corporation or [C] Executive's conviction of
                  a felony.

         (d) Executive agrees not to apply for or receive unemployment insurance
         benefits while receiving any benefits under this contract.

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         13.  Notices.  All notices  required or permitted to be given hereunder
shall be mailed by  registered  mail or  delivered  by hand to the party to whom
such notice is required or permitted to be given hereunder.  If mailed, any such
notice  shall be deemed to have  been  given  when  mailed as  evidenced  by the
postmark at point of mailing.  If  delivered  by hand,  any such notice shall be
deemed to have been given when received by the party to whom notice is given, as
evidenced by written and dated receipt of the receiving party.

         Any notice to the  Corporation  or to any  assignee of the  Corporation
shall be addressed as follows:
                           SpecTran Corporation
                           50 Hall Road
                           Sturbridge, MA  01566

                           Attn:  President and Chief Executive Officer

                           With a copy to:

                           Brian M. Hand, Esq.
                           Nordlicht & Hand
                           645 Fifth Avenue
                           11th Floor
                           New York, New York 10022

         Any notice to Executive shall be addressed to the address  appearing on
the records of the Corporation at the time such notice is given.

         Either  party may  change the  address  to which  notice to it is to be
addressed, by notice as provided herein.

         14. Applicable Law. This Agreement shall be interpreted and enforced in
accordance with the laws of Massachusetts.

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         15.  Effective Date.  This Agreement  shall become  effective as of the
date first mentioned in this Agreement.

             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK


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         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  the  above
Agreement as of the day and year first above written.

                                                     SPECTRAN CORPORATION



                                                     By: s/s Charles B. Harrison
                                                         -----------------------
                                                         Charles B. Harrison
                                                         President and CEO


                                                         s/s Bruce A. Cannon
                                                         -----------------------
                                                         Bruce A. Cannon