<SEQUENCE>3

<FILENAME>0003.txt

<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT

<TEXT>







                          REGISTRATION RIGHTS AGREEMENT



      This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 9,

2000, is made and entered into by and between FiberCore, Inc., a Nevada

corporation (the "Company"), and Crescent International Ltd., an entity

organized and exiting under the laws of Bermuda (the "Investor").



      WHEREAS, the Company and the Investor have entered into that certain

Securities Purchase Agreement, dated as of the date hereof (the "Securities

Purchase Agreement"), pursuant to which the Company will issue, from time to

time, to the Investor up to $30,000,000 worth of securities which will include

shares of common stock, par value $0.001 per share, of the Company (the "Common

Stock"), and convertible notes in the aggregate amount of up to $7,500,000 (the

"Convertible Notes");



      WHEREAS, pursuant to the terms of, and in partial consideration for, the

Investor entering into the Securities Purchase Agreement, the Company has issued

to the Investor an incentive warrant dated as of the date hereof, exercisable

from time to time within five (5) years following the date of issuance (the

"Incentive Warrant") for the purchase of an aggregate of up to 500,000 shares of

Common Stock at a price specified in such Incentive Warrant;



      WHEREAS, pursuant to the terms of, and in partial consideration for, the

Investor entering into the Securities Purchase Agreement, the Company has issued

to the Investor an early put warrant, which may become exercisable from time to

time as described in the Securities Purchase Agreement (the "Early Put Warrant"

and together with the Incentive Warrant, the "Warrants") for the purchase of a

number of shares of Common Stock and at a price to be determined as described in

such Early Put Warrant;



      WHEREAS, pursuant to the terms of, and in partial consideration for, the

Investor's agreement to enter into the Securities Purchase Agreement, the

Company has agreed to provide the Investor with certain registration rights as

described herein;



      NOW, THEREFORE, in consideration of the premises, the representations,

warranties, covenants and agreements contained herein, in the Warrants, in the

Convertible Notes and in the Securities Purchase Agreement, and for other good

and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, intending to be legally bound hereby, the parties hereto agree as

follows (capitalized terms used herein and not defined herein shall have the

respective meanings ascribed to them in the Securities Purchase Agreement):





<PAGE>



                                   ARTICLE I



                               REGISTRATION RIGHTS



      Section 1.1. REGISTRATION STATEMENTS.



            a. Filing of Registration Statements. The Company shall register for

resale all Put Shares and Note Conversion Shares issued or issuable to the

Investor pursuant to the Securities Purchase Agreement and all Warrant Shares

issued or issuable upon full exercise of the Warrants. Subject to the terms and

conditions of this Agreement, the Company shall file with the SEC on or before

the end of a twenty (20) calendar day period immediately following the

Subscription Date, and subject to the provisions of Section 2.1(c) hereof, a

registration statement (the "Initial Registration Statement") on such form

promulgated by the SEC for which the Company qualifies, that counsel for the

Company shall deem appropriate and which form shall be available for the sale of

the Early Put Shares, the Warrant Shares and the Note Conversion Shares. The

aggregate number of shares to be registered under the Initial Registration

Statement shall be 12,000,000 shares. Prior to any subsequent Put, the Company

shall provide the Investor with written notice of the result (the "Result")

obtained from the following calculation: (W+X+Y)-Z, where W is the number of

shares to be issued pursuant to such subsequent Put, X is the number of Warrant

Shares which have not been previously registered, Y is the number of shares

which could, at the Conversion Price (as such term is defined in the applicable

Convertible Note) on the date such calculation is made, be issued pursuant to

conversion of the unconverted principal balance of the Convertible Notes, and Z

is the number of shares previously registered under the Initial Registration

Statement but not yet issued. If the Result is a number greater than zero, the

Company shall file with the SEC a registration statement covering a number of

shares equal to or greater than the Result (the "Subsequent Registration

Statement" and together with the Initial Registration Statement, the

"Registration Statements") on such form promulgated by the SEC for which the

Company qualifies, that counsel for the Company shall deem appropriate and which

form shall be available for the sale of the shares of Common Stock to be

purchased by the Investor and any Warrant Shares which have not previously been

registered.



            b. Effectiveness of the Registration Statements. The Company shall,

subject to the provisions of Section 2.1(c) hereof, use its best efforts to have

the Initial Registration Statement declared effective by the SEC in no event

later than ninety (90) calendar days after the Subscription Date and to have the

Subsequent Registration Statement declared effective by the SEC prior to any

subsequent Put. The Company shall ensure that all Registration Statements remain

in effect for a period ending 180 days following the earlier of termination of

the Commitment Period and termination of the Investor's obligations pursuant to

Section 2.5 of the Securities Purchase Agreement; provided that such period

shall be extended one day for each day after the applicable Effective Date that

any Registration Statement covering Registrable Securities is not effective

during the period such Registration Statement is required to be effective

pursuant to this Agreement; and provided further that the Company shall not be

required to ensure that any Registration Statement covering Registrable

Securities remain in effect for such 180 day period if the shares registered

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