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.

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