<SEQUENCE>8

<FILENAME>0008.txt

<DESCRIPTION>SHARE PLEDGE AGREEMENT

<TEXT>





                                                                    09 June 2000

CLIFFORD



CHANCE



PUNDER







                                 FIBERCORE, INC.









                                   AS PLEDGOR







                                       AND







                           CRESCENT INTERNATIONAL LTD.









                                   AS PLEDGEE









              ----------------------------------------------------

                             SHARE PLEDGE AGREEMENT

                  relating to the shares in FiberCore Jena GmbH

              ----------------------------------------------------









<PAGE>







                                  NOTARIAL DEED



                                                      ROLL OF DEED NO. _______



Recorded



at Basel/Switzerland this 9 day of  June 2000





Before me, the undersigned







                         Jacqueline Burckhardt Bertossa



                                     notary



with official offices in Basel/Switzerland appeared today:



[name of representative], born [ ] [profession] [Swiss] citizen, with private

domicile at [ ], personally known to the notary.



Hereinafter not acting in [his] [her] own name but, excluding any personal

liability and without having power of attorney (Vertreter ohne

Vertretungsmacht), for and on behalf of



      (a)   CRESCENT  INTERNATIONAL  LTD.  an entity  organized  and  existing

            under the laws of Bermuda,



      (b)   FIBERCORE, INC., an entity organized under the laws of Nevada.







The Notary convinced himself that the person appearing is in adequate command of

the English language and declared that he is in command of the English language

as well.



The person appearing stated that the parties represented by them requested that

this instrument be recorded in the English language.



[On being asked whether there had been any prior involvement by the notary in

terms of paragraph 3 sub-paragraph 1 No. 7 of the German Notarisation Act

(Beurkundungsgesetz) the provisions of which had been explained by the Notary,

the persons appearing said that there had been no such prior involvement.]



I.    Requesting  its  notarisation,  the persons  appearing then declared the

following:







<PAGE>







                             SHARE PLEDGE AGREEMENT



BETWEEN:



1.    FIBERCORE,  INC.,  an entity  organized  and existing  under the laws of

      Nevada,  having its business address at 253 Worcester Rd., P.O. Box 180,

      Charlton, MA 01507 (the "PLEDGOR");



2.    CRESCENT  INTERNATIONAL  LTD., an entitiy  organized and existing  under

      the laws of Bermuda,  having its offices at  Clarendon  House,  2 Church

      Street, Hamilton H11, Bermuda. (the "PLEDGEE").









WHEREAS:



(A)   The Pledgee and the Pledgor have entered into a certain securities

      purchase agreement dated on or about the date of this Agreement (the

      "SECURITIES PURCHASE AGREEMENT") covering, inter alia, convertible notes

      in the nominal aggregate amount of up to $7.5 million US dollars, issued

      by the Pledgor in favor of the Pledgee (the "CONVERTIBLE Notes").



(B)   The Pledgor has agreed to grant a pledge over its Shares in the Company

      (as defined below) as security for the Pledgee's respective claims (as

      defined below) against the Pledgor under the Convertible Notes.



NOW, IT IS AGREED as follows:





1.    DEFINITIONS AND LANGUAGE



1.1   In this Agreement:



      "BOOK VALUE" of the Collateral means the aggregate book value of the

      Collateral as set forth on Attachment A to this Agreement; provided,

      however, that the Book Value of the Collateral shall decrease by an

      aggregate amount of $150,000 per month on the first calendar day of each

      month, on and after January 1, 2000.



      "COLLATERAL" means the collateral to be granted under the Security

      Agreement.



      "COMPANY" means FiberCore Jena GmbH, a limited liability company

      (Gesellschaft mit beschrankter Haftung) organised under the laws of the

      Federal Republic of Germany having its business address at Goschwitzer

      Strasse 20, 07745 Jena/Germany, which is registered in the commercial

      register (Handelsregister) of the local court (Amtsgericht) of Gera under

      HRB 4819.



      "EFFECTIVE COLLATERAL" means the lesser of (A) the Book Value or (B) the

      Distributable Collateral which shall mean: total assets (Aktiva), less

      total reserves (Ruckstellungen), less total liabilities

      (Verbindlichkeiten), less additional items for investment subsidies for

      fixed assets (Sonderposten fur Investitionszuschusse zum Anlagevermogen),

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