Share Pledge Agreement

09 June 2000 CLIFFORD


CHANCE


PUNDER


FIBERCORE, INC.


AS PLEDGOR


AND


CRESCENT INTERNATIONAL LTD.


AS PLEDGEE


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SHARE PLEDGE AGREEMENT
relating to the shares in FiberCore Jena GmbH
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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:


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),
less additional items for investment grants for fixed assets (Sonderposten
fur Investitionszulage zum Anlagevermogen) less registered capital
(Stammkapital/gezeichnetes Kapital), of the Company, as shown on the
balance sheet of the Company on the date such calculation is made.


"SECURITY AGREEMENT" means the security agreement between the Company and
the Pledgee dated on or about the date of this Agreement.


1.2 This Agreement is made in the English language. For the avoidance of
doubt, the English language version of this Agreement shall prevail over
any translation of this Agreement. However, where a German translation of
a word or phrase appears in the text of this Agreement, the German
translation of such word or phrase shall prevail.


2. PLEDGED SHARES


2.1 The Company has a nominal share capital (Stammkapital) of DM 4,250,000
(in words: Deutsche Mark four million two hundred fifty thousand) which
is divided into


2.2 two shares which shares have a nominal amount of DM 50,000 (in words:
Deutsche Mark fifty thousand, and DM 4,200,000 (in words: Deutsche Mark
four million two hundred thousand) (the "EXISTING SHARES").


2.3 The Pledgor is the owner of the Existing Shares.


3. SECURED OBLIGATIONS


The pledges hereunder are constituted in order to secure the prompt and
complete satisfaction of any and all obligations (present and future,
actual and contingent) which are (or are expressed to be) owed or become
owing by the Pledgor to the Pledgee under the Convertible Notes (the
"SECURED OBLIGATIONS").


4. PLEDGE


4.1 The Pledgor hereby pledges to the Pledgee the Existing Shares as well as
any other shares the Pledgor holds in the Company and all additional
shares in the capital of the Company (irrespective of their nominal value)
which the Pledgor may acquire in the future in the event of a share
transfer, an increase of the capital of the Company or otherwise (the
"FUTURE SHARES" and, together with the Existing Shares the "Shares")
together with all ancillary rights and claims associated with the Shares
as more particularly specified in Clause 5 hereof (the "PLEDGES").


4.2 The Pledgee hereby accepts the Pledges for itself.


4.3 The Pledges are in addition, and without prejudice, to any other security
the Pledgee may now or hereafter hold in respect of the Secured
Obligations.


4.4 The Pledgor hereby waives any and all rights of pre-emption it may have
under the articles of association of the Company or otherwise.


5. SCOPE OF THE PLEDGES


5.1 The Pledges constituted by this Agreement includes:


(a) the present and future rights to receive:


(i) dividends payable in relation to the Shares, if any; and


(ii) liquidation proceeds, redemption proceeds
(Einziehungsentgelt), repaid capital in case of a capital
decrease, any compensation in case of termination (Kundigung)
and/or withdrawal (Austritt) of a shareholder of the Company,
the surplus in case of surrender (Preisgabe) and all other
pecuniary claims associated with the Shares;


(b) the right to subscribe for newly issued shares; and


(c) all other rights and benefits attributable to the Shares.


5.2 Notwithstanding that the dividends are pledged hereunder, the Pledgor
shall be entitled to receive and retain all dividend payments whether in
cash, non-cash, by the issue of any loan note or debt instrument in
respect of the Shares until such time as the Pledgee is entitled to
enforce the Pledges constituted hereunder.


6. EXERCISE OF MEMBERSHIP RIGHTS


The membership rights, including the voting rights, attached to the Shares
remain with the Pledgor. The Pledgor, however, shall at all times until
the full satisfaction of all Secured Obligations or the release of the
Pledges exercise its membership rights, including its voting rights, in
good faith to ensure that the validity and enforceability of the Pledges
and the existence or value of all or part of the Shares are not in any way
adversely affected, other than through dividend payments pursuant to
Clause 5.2 above. The Pledgor undertakes that no resolutions are passed
which constitute a breach of its obligations under Clause 8 hereof.


7. ENFORCEMENT OF THE PLEDGES


7.1 If the requirements set forth in Section 1204 et seq. of the German Civil
Code (Burgerliches Gesetzbuch) with regard to the enforcement of the
Pledges are met (Pfandreife), in particular, if any of the Secured
Obligations has become due and payable, then in order to enforce the
Pledges, the Pledgee may at any time thereafter ...