GUARANTOR INDEMNIFICATION AGREEMENT





         This Guarantor Indemnification Agreement ("AGREEMENT") dated as of

December 20, 2000, is made by and among TYCO INTERNATIONAL GROUP S.A. (the

"GUARANTOR"), a company incorporated under the laws of Luxembourg; FiberCore,

Inc. (the "BORROWER"), a company incorporated under the laws of Nevada; and the

Managing Shareholders, as defined herein.



                                   WITNESSETH



         WHEREAS, the Borrower wishes to obtain a revolving line of credit in

the maximum principal amount of $10,000,000 (the "REVOLVING CREDIT LOAN") from

Fleet National Bank, a national banking association (the "BANK") pursuant to the

terms of Loan Agreement dated December 20, 2000 (the "CREDIT AGREEMENT"); and



         WHEREAS, the Guarantor is an affiliate of TYCO INTERNATIONAL LTD.

("TYCO"), a company organized under the laws of Bermuda, which currently

controls approximately 21.69% of the Borrower's common stock; and



         WHEREAS, the Bank requires, as a condition of making the Revolving

Credit Loan, that a financially responsible party guarantee all indebtedness and

other obligations owing by the Borrower to the Bank with respect to the

Revolving Credit Loan pursuant to the Credit Agreement; and



         WHEREAS the Guarantor is willing to guarantee the Revolving Credit Loan

on the terms set forth in the form of guaranty attached hereto as Exhibit A (the

"GUARANTY") provided that, in consideration of providing the Guaranty, the

Guarantor is granted the rights and remedies set forth in this Agreement; and



         WHEREAS, in order to induce the Guarantor to guarantee the Revolving

Credit Loan, the Borrower and the Managing Shareholders are willing to grant the

Guarantor the rights and remedies, and to undertake the obligations, set forth

in this Agreement.



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         NOW, THEREFORE, in consideration of the premises and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, that parties hereto agree as follows:



                                    ARTICLE I



                                   DEFINITIONS



         As used in this agreement, the following terms shall have the meanings

specified below unless the context otherwise requires. All other capitalized

terms used in this Agreement that are defined in the Credit Agreement or the

Guaranty (except as herein otherwise expressly provided or unless the context

otherwise requires) shall have the meanings assigned to such terms in the Credit

Agreement or in the Guaranty as in force on the Effective Date.



1.1 APPLICABLE PERCENTAGE. The percentage specified in Section 2.2(b) or Section

2.3(b), as applicable.



1.2 APPLICABLE RATE: A floating annual rate of interest equal to One-Month

LIBOR, as in effect from time to time, plus (a) so long as no Event of Default

has occurred and is continuing, 450 basis points or (b) upon the occurrence and

during the continuation of an Event of Default, 850 basis points. The Applicable

Rate shall be applied on the basis of a 360-day year for the actual number of

days an amount remains outstanding hereunder. Interest shall be compounded daily

until it has been paid in full.



1.3 BUSINESS DAY: Each day other than Saturday, Sunday, or any other day on

which banking institutions are authorized or required by law, executive order or

governmental decree to be closed in Luxembourg, New York or Massachusetts.



1.4 COMMON STOCK: Newly issued shares of the Borrower's common stock, par value

$.001 per share, which are validly issued, free and clear of all liens, claims,

encumbrances, preemptive rights and other restrictions, other than restrictions

imposed by applicable securities laws.



1.5 DUE DATE: Each January 1, April 1, July 1 and October 1 that occurs on or

after the Effective Date and while the Guaranty remains in effect; provided,

however, that if a given Due Date is scheduled to occur on a day that is not a

Business Day, such Due Date shall occur on the next succeeding Business Day.



1.6 EFFECTIVE DATE: As defined in Section 9.1.



1.7 EXPENSES: All present and future expenses reasonably incurred by or on

behalf of the Guarantor in connection with this Agreement or the Guaranty and

any amendment, supplement or other modification or waiver related hereto, or

thereto, whether incurred heretofore or hereafter, which expenses shall include,

without limitation, reasonable attorneys' fees, disbursements and expenses; all

costs and expenses incurred by the Guarantor in opening bank

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accounts and receiving and transferring funds; and reasonable fees and expenses

of accountants, appraisers or other experts or advisors retained by the

Guarantor.



1.8 MANAGING SHAREHOLDERS: Mohd A. Aslami, Charles De Luca, Steven Phillips and

each other officer or director of the Borrower who becomes a party to this

Agreement pursuant to Section 3.8.



1.9 MATERIAL ADVERSE CHANGE: A material adverse change in the business,

prospects, operations, assets, liabilities or condition (financial or otherwise)

of the Borrower and the Subsidiaries, taken as a whole.



1.10 MATERIAL ADVERSE EFFECT: Either (i) a material adverse effect on the

business of the Borrower and the Subsidiaries, taken as a whole, (ii) a material

adverse effect on the Borrower's ability to perform its obligations under this

Agreement, the Credit Agreement or any of the Loan Documents to which it is a

party, or (iii) an event or development that, in the reasonable judgment of the

Guarantor, is reasonably likely to cause the effects specified in (i) or (ii).



1.11 ONE-MONTH LIBOR: With respect to any day, the One-Month London Interbank

Offered Rate (LIBOR) for U.S. Dollar borrowings, as determined by the British

Bankers' Association on the Due Date and as reported by Bloomberg Financial

Markets Service.



1.12 SERIES A DESIGNATIONS: The Designation of Rights, Privileges and

Preferences of Series A Preferred Stock, adopted by resolution of the Borrower's

Board of Directors on December 19, 2000.



1.13 SERIES A DIRECTOR: A Director designated by the Guarantor pursuant to the

terms of the Series A Designations.



1.14 SERIES A PREFERRED STOCK: Shares of the Borrower's Series A Preferred Stock

having the rights, privileges and preferences set forth in Exhibit B hereto.



1.15 SUBSIDIARIES: As defined in Section 3.9.



1.16 WEIGHTED AVERAGE DAILY TRADING PRICE: For any date, the average (weighted

to take account of the number of shares traded) of the selling prices of the

Borrower's common shares for the ten trading days immediately preceding such

date, as reported by Bloomberg Financial Markets Service.





                                   ARTICLE II



                GUARANTY; REIMBURSEMENT; FACILITY FEES; EXPENSES



2.1 GUARANTY: At closing of the Revolving Credit Loan on the terms contemplated

by the Credit Agreement, as previously presented to and approved by the

Guarantor, subject to



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satisfaction of the conditions in Section 9.2, the Guarantor shall execute and

deliver the Guaranty to the Bank.



2.2 REIMBURSEMENT OF PAYMENTS MADE UNDER GUARANTY: In the event that the

Guarantor makes a payment to the Bank pursuant to the Guaranty (each a "GUARANTY

PAYMENT"), the Guarantor will give written notice to the Borrower specifying the

date and the amount of such Guaranty Payment (each a "REIMBURSEMENT NOTICE").

Upon issuance of the Reimbursement Notice, and to the extent not prohibited

under the Guaranty, the Guarantor shall assume and be subrogated to all rights

of the Bank under the Revolving Credit Loan. The Borrower shall reimburse the

Guarantor in full for each and every Guaranty Payment and shall also pay the

Guarantor interest at the Applicable Rate on the outstanding balance of each

Guaranty Payment from the day it is made through the day immediately preceding

the day on which the Guarantor is reimbursed as provided herein. Reimbursement

shall be made as specified in Section 2.2(a) or 2.2(b) below. Upon such

reimbursement and payment of all interest and Expenses payable under Article II,

the Borrower shall be fully discharged from all liability to the Guarantor with

respect to such Guaranty Payment.



         (a) REIMBURSEMENT IN CASH. Unless otherwise specified by the Guarantor

in the Reimbursement Notice, reimbursement of a Guaranty Payment and all

interest accrued thereon shall be made in immediately available funds

denominated in U.S. Dollars within ten (10) Business Days after the Guarantor

gives the Reimbursement Notice.



         (b) REIMBURSEMENT IN COMMON STOCK. If and to the extent so specified by

the Guarantor in the Reimbursement Notice, reimbursement of a Guaranty Payment

and all interest accrued thereon shall be made in the form of Common Stock

issued in the name of the Guarantor or its designee(s). The number of shares of

Common Stock to be issued for purposes of such reimbursement shall be calculated

as specified in Section 2.4, with the Applicable Percentage being 80%. Such

shares of Common Stock shall be issued by the Borrower within fifteen (15)

Business Days after the Guarantor gives the Reimbursement Notice.



2.3 GUARANTY FEES: On each Due Date, the Borrower shall pay to the Guarantor a

Guarantee facility fee (the "FEE") equal to 0.4% of the maximum principal

amount, including both amounts outstanding and amounts available to be drawn by

the Borrower, of the Revolving Credit Loan as of such Due Date.



         (a)      Unless otherwise specified by the Guarantor in a written

                  notice given to the Borrower before the Due Date, the Fee

                  shall be paid in immediately available funds denominated in

                  U.S. Dollars.



         (b)      If and to the extent so specified by the Guarantor in a

                  written notice given to the Borrower before the Due Date, the

                  Fee shall be paid in the form of Common Stock issued in the

                  name of the Guarantor or its designee(s). The number of shares

                  of Common Stock to be issued for purposes of such payment

                  shall be calculated as specified in Section 2.4, with the

                  Applicable Percentage being 90%. Such shares of Common Stock

                  shall be issued by the Borrower within fifteen (15) Business

                  Days after the Due Date.



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2.4 CALCULATION OF NUMBER OF SHARES: When a payment or reimbursement hereunder

is required to be made in the form of Common Stock, the number of shares of

Common Stock to be issued with respect to such payment or reimbursement shall be

calculated as follows as of the date on which such shares are required to be

issued:



                  Number = ($ Amount) / (AP x WADTP)



Where:



     o   Number = Number of shares of Common Stock to be issued,

         rounded to the nearest whole share;

     o   $ Amount = The U.S. Dollar amount to be paid or reimbursed in

         Common Stock;

     o   AP = The Applicable Percentage; and

     o   WADTP = The Weighted Average Daily Trading Price



         EXAMPLE 1: Assuming the maximum principal amount of the Revolving

         Credit Loan is $10,000,000 on August 1 of 2001, the amount of the Fee

         will be $40,000. Assuming the Weighted Average Daily Trading Price for

         the ten trading days ending July 31 is $5.00 per share, the Guarantor

         will have the option of receiving the Fee (i) entirely in cash, (ii) in

         the form of 8,889 shares of Common Stock in lieu of a cash payment, or

         (ii) in the form of a combination of cash and Common Stock.



         EXAMPLE 2: Assuming the Guarantor has made a $10,000,000 Guaranty

         Payment on Day One, One-Month LIBOR remains constant at 8.00%, and (if

         the Guarantor elects to receive reimbursement of part or all of the

         Guaranty Payment in Common Shares) the Weighted Average Daily Trading

         Price for the ten trading days preceding the date of reimbursement of

         the Guaranty Payment is $5.00 per share, the Guarantor will have the

         option of receiving (i) a cash payment of $10,000,000 plus interest

         calculated at the annual rate of 12.5%, which interest is equal to

         $3,472.22 for Day Two, (ii) 2,500,000 shares of Common Stock in

         reimbursement of the $10,000,000 Guaranty Payment plus additional

         shares of Common Stock in reimbursement of accrued interest, which is

         equal to 868 shares for the interest accrued on Day Two, or (iii) a

         combination thereof.



2.5 REIMBURSEMENT OF EXPENSES: On the Effective Date, the Borrower shall

reimburse the Guarantor in immediately available U.S. Dollars for all Expenses

incurred by the Guarantor on or prior to such date, not to exceed $40,000. The

Borrower shall promptly reimburse the Guarantor for all Expenses incurred by the

Guarantor after the Effective Date within thirty (30) days of the Borrower's

receipt of invoices therefor.



2.6 INTEREST ON LATE PAYMENTS: Fees, Expenses and other amounts that are not

paid when due under this Agreement shall accrue interest at the Applicable Rate

from the date due through the



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                                       6





day immediately preceding the day on which they are paid. All such interest

shall be payable in immediately available U.S. Dollars on demand by the

Guarantor.



2.7 APPLICATION OF PAYMENTS. All payments received from the Borrower will be

applied first to reimbursement of the Guarantor's Expenses, second to the

payment of interest, and third to payment of other amounts owed to the Guarantor

hereunder.



2.8. REQUEST FOR SUPPLEMENTAL GUARANTY. Provided the Borrower is not then in

default under this Agreement, the Borrower may request the Guarantor to

guarantee up to $15 million principal amount of loans to the Borrower in

addition to the Revolving Credit Loan. In connection with any such request, the

Borrower shall make available all information reasonably requested by the

Guarantor for the purpose of evaluating such request. The Guarantor agrees to

consider any such request in light of the information provided by the Borrower,

but the Guarantor shall have no obligation to provide any such supplemental

guaranty.



2.9. ISSUANCE OF SERIES A PREFERRED STOCK. As a further inducement to and in

consideration for the Guarantor's execution and delivery of the Guaranty, the

Borrower shall issue to the Guarantor, contemporaneously with the closing of the

Revolving Credit Loan, one (1) share of the Borrower's Series A Preferred Stock,

which shall be duly authorized, validly issued, fully paid, non-assessable and

free and clear of any and all liens, claims, encumbrances and preemptive rights.



                                   ARTICLE III



                 REPRESENTATIONS AND WARRANTIES OF THE BORROWER



         The Borrower hereby represents and warrants to the Guarantor as

follows:



3.1 ORGANIZATION. The Borrower is a corporation duly organized, validly existing

and in good standing under the laws of the State of Nevada and has the corporate

power and authority and all necessary governmental licenses, permits,

authorizations and approvals to own, lease and operate its properties and to

carry on its business as it is now being conducted or presently proposed to be

conducted. The Borrower is duly qualified as a foreign corporation to do

business, and is in good standing, in each jurisdiction where the character of

its properties owned or held under lease or the nature of its activities makes

such qualification necessary.



3.2 AUTHORITY. The Borrower has the corporate power and authority to enter into

this Agreement and to carry out its obligations hereunder. The execution,

delivery and performance of this Agreement by the Borrower and the consummation

by the Borrower of the transactions contemplated hereby have been duly

authorized by the Borrower's Board of Directors, and no other corporate

proceedings on the part of the Borrower are necessary to authorize this

Agreement and the transactions contemplated hereby. This Agreement has been duly

and validly executed by the Borrower and (assuming this Agreement constitutes a

valid and binding obligation of the Guarantor and the Managing Shareholders)

constitutes a valid and binding agreement of the Borrower, enforceable against

the Borrower in accordance with its terms,



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subject to applicable bankruptcy, reorganization, insolvency, moratorium and

other laws affecting creditors' rights generally from time to time in effect and

to general equitable principles.



3.3 CONSENTS AND APPROVALS. No filing with, and no permit, authorization,

license, consent or approval of, any governmental entity is necessary for the

execution, delivery and performance of this Agreement by the Borrower and the

consummation of the transactions contemplated by this Agreement.



3.4 NO CONFLICT OR VIOLATION. Neither the execution, delivery or performance of

this Agreement, nor the consummation of the transactions contemplated hereby,

will (a) conflict with or result in any breach of any provisions of the

certificate of incorporation or bylaws of the Borrower, (b) result in a

violation or breach of, or constitute (with or without due notice or lapse of

time or both) a default (or give rise to any right of termination, cancellation,

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