SPECTRAN CORPORATION
                           
                                                                  Exhibit 10.107



                              SETTLEMENT AGREEMENT



1.   Background.  Corning  Incorporated  ("Corning")  and  SpecTran  Corporation
     ("SpecTran")  are parties to a Three Year  Mutimode  Optical  Fiber  Supply
     Contract,  dated  as of  January  1,  1996  ("Supply  Contract"),  and both
     SpecTran  and  Corning  wish to revise and amend their  understandings  and
     agreements  under  the  Supply  Contract  as  provided  in this  Settlement
     Agreement.


2.   Supply  Agreement.  The  parties  that (i)  Corning  will  have no  further
     obligation  to  purchase  optical  fiber  from  SpecTran  under the  Supply
     Contract,  (ii) SpecTran will have no further  claims of any nature against
     Corning  under  the  Supply  Contract  and  fully  releases  Corning,   its
     successors  and  assigns  from all  claims of any  nature  under the Supply
     Contract and (iii) Corning fully  releases  SpecTran,  its  successors  and
     assigns from all claims of any nature under the Supply Contract.


3.   Payment to SpecTran.  Corning  will pay SpecTran the sum of $4.056  million
     (Four Million Fifty Six Thousand U.S. Dollars and no cents) as follows:

              Payment Due No Later Than                       Payment Amount
              Within 5 Business Days of
              the Date of this Agreement                      $1,014,000

              May 15, 1998                                    $1,014,000

              August 14, 1998                                 $1,014,000

              November 13, 1998                               $1,014,000
                                                              ----------

              Total                                           $4,056,000







4.   Public  Announcement;  Confidentiality.  Neither Corning nor SpecTran shall
     make any press release or other public statement  concerning this Agreement
     except in a form agreed to in writing by both parties,  provided,  however,
     that neither party shall be precluded from making any disclosure concerning
     this Agreement which is required to comply with law.



Corning Incorporated                                        SpecTran Corporation




By:                                   By:
Printed Name:  Wendell P. Weeks       Printed Name:  Dr. Raymond E. Jaeger
Title:  Sr. Vice President            Title:  Chairman & Chief Executive Officer
         Optoelectronics