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.





<PAGE>









            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 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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC