FiberCore, Inc.
253 Worcester Rd. P. O. Box 180 Charlton, MA 01507
June 9, 2000
Mr. Mel Craw
Crescent International Ltd.
c/o GreenLight (Switzerland) SA
84, av Louis-Casai, P.O. Box 42
1216 Geneva, Cointrin
Switzerland
Re: Pledge Agreement between Crescent International Ltd.
and FiberCore, Inc.
Dear Mel:
This letter agreement is to confirm the understanding that we
reached orally on June 8, 2000. Terms not defined herein have meanings ascribed
to them in the Convertible Note issued by FiberCore, Inc. ("FiberCore") to
Crescent International Ltd. ("Crescent"), dated as of June 9, 2000.
1. With regard to the Share Pledge Agreement between FiberCore
and Crescent (the "Pledge Agreement"), if at any time
FiberCore offers Crescent collateral reasonably acceptable to
Crescent as a substitute for the pledge of shares pursuant to
the Pledge Agreement, then FiberCore and Crescent shall
terminate the Pledge Agreement and shall simultaneously amend
the Security Agreement between FiberCore Jena GmbH, a wholly
owned subsidiary of FiberCore, and Crescent, dated as of June
9, 2000 (the "Security Agreement") to add such substitute
collateral to the Collateral provided for in the Security
Agreement.
2. If, at any time after the execution of the Pledge Agreement,
Crescent, in its sole discretion, determines that Sections 30
and 31 of the GmbHG (German Limited Liabilities Companies Act)
do not prevent Crescent from foreclosing on the full Book
Value of the Collateral, and FiberCore provides a legal
opinion of counsel to such effect, then Crescent and FiberCore
shall terminate the Pledge Agreement. Notwithstanding such
termination, the Security Agreement as so amended shall remain
in full force and effect.
<PAGE>
This letter agreement shall be binding on FiberCore and Crescent. If
the terms of this letter correctly reflect our agreement, please sign this
letter agreement and fax it to Cadwalader Wickersham and Taft, Attn: Malcolm P.
Wattman at (212) 504-6666.
Very truly yours,
FIBERCORE, INC.
_________________________
By: Steven Phillips
Assistant Secretary
Agreed and Accepted by:
CRESCENT INTERNATIONAL LTD.
________________________
By: Mel Craw
Title:__________________
Date:___________________
