<PAGE>   1


                                                                  EXHIBIT 10.14





                                 OEM PURCHASING
                                    AGREEMENT

                                     #99-04

                                  PREPARED FOR

                                     UNISKOR

                           (acquired by Flextronics)


                                  SUBMITTED BY

                                  NBASE-XYPLEX,
                                 CHATSWORTH, CA


<PAGE>   2
                              PURCHASING AGREEMENT
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                       Page
<S>                                                                           <C>
 1.0  PURPOSE...............................................................   3

 2.0  SCOPE.................................................................   3

 3.0  TURNKEY AGREEMENT.....................................................   3

 3.1  PURCHASE ORDERS ......................................................   3

 3.2  FORECASTS.............................................................   3

 3.3  JIT PRODUCT AVAILABILITY..............................................   4

 3.4  QUARTERLY COST ANALYSIS...............................................   4

 3.5  ENGINEERING CHANGES...................................................   5

 3.6  INVOICING/PAYMENT ....................................................   5

 3.7  PURCHASED/CONSIGNED EQUIPMENT ........................................   5

 3.8  PACKAGING FOR SHIPMENT................................................   6

 3.9  SHIPMENT..............................................................   6

 3.10 INSPECTION ...........................................................   6

 3.11 NON-CONFORMING SHIPMENTS .............................................   6

 3.12 WARRANTY AND LIMITATIONS .............................................   6

 3.13 APPROVED VENDORS .....................................................   7

 3.14 REGULATORY REQUIREMENTS ..............................................   7

 3.15 GENERAL ..............................................................   8

 4.0  TERMINATION ..........................................................  11

 4.1  EFFECT OF TERMINATION ................................................  11

 AGREEMENT TERM SHEET ......................................................  13

 CONFIDENTIAL INFORMATION NON-DISCLOSURE STATEMENT NBASE-
 XYPLEX, CHATSWORTH ........................................................  14
</TABLE>


<PAGE>   3
1.0     PURPOSE

        This Agreement #99-04 ,is hereby made this 9TH DAY OF DECEMBER, 1999
        between MRV Communications, Inc. doing business as NBase-Xyplex, 8928
        Fullbright Ave., Chatsworth, CA, USA ("Buyer") and Uniskor, Ramat
        Gavriel Ind. Zone, Migdal Hamek, Israel ("Seller") for the purchase of
        goods and services as specified in this document and it's attachments
        and approved by the authorized representatives as shown on the Purchase
        Agreement Signature Sheet.

2.0     SCOPE

        Seller agrees to manufacture, test and make available to Buyer the goods
        and services as described in the Agreement Term Sheet in accordance with
        the product design, manufacturing and test specifications provided by
        Buyer. Purchase Orders and/or notices issued by Buyer and referencing
        Agreement will constitute the sole authorization for Seller to take
        action or incur any costs for which Seller expects reimbursement from
        Buyer. Seller to stock inventory at mutually agreed location for release
        to Buyer on a JIT basis (section 3.3).

        Seller is responsible for identification of long lead time and
        Non-Cancelable/Non-Returnable (NC/NR) materials. Seller must obtain
        written authorization from Buyer prior to procuring long lead time
        materials required per forecast in excess of inventories committed to by
        released purchase orders. Seller must obtain written authorization from
        Buyer prior to procuring any NC/NR materials.

        Additional inventories maintained by Seller for adherence to committed
        delivery schedules are at the Seller's discretion and are not billable
        to Buyer unless prior agreement has been obtained.

3.0     TURNKEY AGREEMENT

3.1     PURCHASE ORDERS

        Buyer shall issue a blanket/non-binding purchase order to allow for
        deliveries to be processed and invoices paid. Each Purchase order will
        specify goods and services to be received from Seller under the
        provisions of this Agreement by issuing Purchase Orders in accordance
        with the information described in the Term Sheet (Attachment "A").
        Purchase Orders shall contain the following information:

        *       Type of product and quantity ordered

        *       Unit Price as defined in the Term Sheet

        *       Reference to this Agreement

        Seller agrees to accept all Purchase Orders issued under the provisions
        of this Agreement for the term of the Agreement.

3.2     FORECASTS

        -       A Schedule/Forecast report will be provided on a monthly basis.
                The report will include 120 days worth of committed quantities
                on a monthly basis and eight months worth of a non-binding
                forecast.

        -       Buyer may make changes to Schedules and Forecasts including
                reschedules and quantity changes by sending an updated report to
                Seller in accordance with the procedures in this section.

        A.      Buyer may increase schedule or forecast on any products per the
                purchase order. Seller will make every reasonable effort to
                accommodate reschedule requests without expedite fees or with
                reasonable,



                                     Page 3
<PAGE>   4
                substantiated charges. Any disagreement with the changes
                provided to the Seller must be submitted to the Buyer within 5
                business days.

        B.      If, upon termination of the Agreement, Buyer has not purchased
                at least the total committed quantity as listed on the monthly
                forecast/commitment sheet, Buyer accepts liability for any
                non-standard products and inventory of unique component parts
                substantiated by Seller and in accordance with provisions
                outlined in section 2 of this Agreement. Seller will make
                reasonable attempts to restock or utilize common materials and
                to resell or otherwise promptly attempt to mitigate Buyer's
                liability.

3.3     JIT PRODUCT AVAILABILITY

        A.      Seller will stock a minimum quantity, as shown on the
                schedule/forecast report, of Finished Product to replenish NBase
                stock consumed by actual customer orders and will be shipped to
                NBase on a weekly basis (or as necessary to meet customer
                orders). Quantities consumed should be replaced within one (1)
                week from the time it is shipped. Any product put into stock up
                to the minimum quantity will be taken by the Buyer within 45
                days of the time product was completed.

        B.      Seller will stock one (1) months worth of forecasted generic PCB
                assemblies and final configuration material to be used to
                replenish Finished Product as consumed. When stocked quantity
                goes below two (2) weeks worth of forecasted requirements a
                replenishment kit of one (1) months forecast will be released
                for assembly.

        C.      Seller will stock a minimum of two (2) months worth of component
                stock to replenish generic PCB assemblies once they are reduced
                to two weeks worth of forecasted quantities.

        D.      Seller will have all material required to build one (1) months
                worth of forecasted quantities.

        Example of JIT inventory status.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
               min qty              1st month            2nd month             3rd month              4th month
-----------------------------------------------------------------------------------------------------------------------
<S>            <C>                  <C>                  <C>                   <C>                    <C>
Status of      Complete             Finished generic     Material in stock     Material in stock      Material on order
material       Finished/Boxed       PCBA and             and ready to be       and ready to be        and scheduled to
               Product              Packaging            built as needed.      build as needed.       be received by the
                                    material available                                                first of the
                                    by the 1st of the                                                 following month.
                                    month
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


3.4     QUARTERLY COST ANALYSIS

        Buyer and Seller agree to review product costs quarterly for all or part
        of the Agreement at the request of either party. Buyer and Seller
        further agree to re-negotiate pricing should reductions based on
        material cost, quantity, learning curve, efficiency improvements,
        automation, et cetera occur as well as increases based on material cost,
        order reductions, etc., occur. Seller agrees to substantiate material
        cost changes by submitting copies of purchase orders, invoices or other
        documentation acceptable to Buyer if requested.

        Buyer may be responsible for additional charges consisting of costs and
        expenses not defined in the Term Sheet where the charges fall into one
        of the following categories:

        A.      Changes made by Buyer to Product design or manufacturing
                specifications.



                                     Page 4
<PAGE>   5
        B.      Any inventory rendered obsolete by a change to the Product
                design or manufacturing specification; provided, however, that
                such inventory is not in excess of Buyer's current quarterly
                forecast commitment or authorized by Buyer under the provisions
                outlined in section 2 of this Agreement.

        C.      Non-recurring charges for tooling, fixtures and programming. All
                tooling, fixtures and programs to be property of Buyer.

3.5     ENGINEERING CHANGES

        A.      Engineering Changes proposed by Seller: Seller shall notify
                Buyer of any proposed change to any Product (an "Engineering
                Change") and shall supply Buyer with a written description of
                the change including effect on price as well as cost savings
                permitted by the Engineering Change. Buyer may elect to evaluate
                units and modifications specified as part of the proposed
                change. Buyer shall inform Seller of approval or disapproval
                within a period of time negotiated after Buyer's receipt of
                written request. Seller may not change, modify or in any way
                alter the design or process without Buyer's prior written
                consent. Seller must adhere to mutually agreed delivery
                schedules until such time as Buyer approves or disapproves
                requested changes. All Engineering Changes accepted by Buyer
                become part of the Product design and thereby the property of
                the Buyer.

        B.      Engineering Changes requested by Buyer: Buyer may request, in
                writing, that Seller incorporate an Engineering Change into the
                Product. The released ECN will include a description of the
                requested change sufficient to permit Seller to evaluate its
                feasibility. Seller shall inform Buyer, in writing, of terms and
                conditions under which it will incorporate the Change within a
                period of time negotiated after Seller's receipt of written
                request.

        C.      Seller's written response shall include cost savings or increase
                and effectivity lead time. If Buyer accepts the Seller's
                response, the "Products, Pricing and Requirements" section of
                the Term Sheet and any attached Product Specifications and Test
                Specifications may be amended. Seller shall not unreasonably
                refuse to incorporate Buyer's Engineering Changes in the Product
                when requested by Buyer.

3.6     INVOICING/PAYMENT

        Seller shall invoice Buyer upon receipt of material at inventory
        location mutually agreed upon by Buyer and Seller and in accordance with
        unit price listed on Term Sheet.

3.7     PURCHASED/CONSIGNED EQUIPMENT

        A.      Buyer may consign equipment to Seller for the purpose of
                manufacturing and/or testing product. This equipment may include
                assembly fixtures, test fixtures, software, burn-in/run-in units
                or similar proprietary equipment.

        B.      Seller shall maintain such (A) equipment in good working order
                at all times, including periodic verification of accuracy, for
                the term of the Agreement.

        C.      Seller shall return all Buyer consigned equipment to Buyer upon
                termination of the Agreement or at completion of Seller's
                warranty and/or service obligations.

        D.      Seller shall at all times maintain an updated list of Buyer
                consigned equipment as well as any additional equipment that may
                have been bought, leased, rented or otherwise provided by Seller
                but paid for by Buyer.



                                     Page 5
<PAGE>   6
3.8     PACKAGING FOR SHIPMENT

        Seller shall package the Products for shipment or receipt to inventory
        location in accordance with Buyer's packaging instructions or, if
        unspecified, in accordance with reasonable accepted commercial practices
        such that the Product arrives at Buyer's location in an acceptable
        condition.

3.9     SHIPMENT

        All goods ordered under this Agreement and shipped per requirement shall
        be shipped F.O.B. Seller's "Shipping Point" following Buyer defined mode
        of transport.

3.10    INSPECTION

        Buyer reserves the right to inspect any shipment of Product and will
        notify Seller of any count discrepancies or defects found relative to
        product specifications, performance requirements, test
        result/certifications, mechanical or cosmetic characteristics. Seller
        consents to source inspection, visits or surveys by Buyer, Regulatory
        Agency or Buyer's customer for the purpose of auditing processes and
        determining that the subcontracted assemblies conform to specifications.
        Any activity found to be detrimental will require Seller to respond with
        appropriate corrective action. Failure to do so could result in contract
        termination.

3.11    NON-CONFORMING SHIPMENTS

        Prior to returning any non-conforming Product to Seller, Buyer shall
        obtain a "Return Material Authorization" (RMA) number from Seller.
        Seller shall issue said RMA number within five (5) working days notice
        of request by Buyer.

        A.      In-warranty product shall be repaired by Seller free of charge.
                All transportation costs to and from Seller shall be borne by
                Seller. Within five (5) days after receipt of returned Product,
                Seller shall evaluate the units and confirm non conformance.
                Within ten (10) days after receipt of returned Product, Seller
                shall ship an equivalent quantity of repaired or new units to
                Buyer.

        B.      Out-of-warranty product shall be repaired by Seller at a charge
                to be mutually agreed upon. All transportation costs to and from
                Seller shall be borne by Buyer. Seller shall notify Buyer of all
                charges within five (5) working days after receipt of Product.
                Only those charges approved in writing by Buyer shall be allowed
                as billable by Seller. Seller shall return repaired product to
                Buyer within thirty (30) calendar days.

3.12    WARRANTY AND LIMITATIONS

        Seller represents and warrants to Buyer as follows:

        A.      Each unit of the Products listed on the Term Sheet shall conform
                to it's Product Specifications and Product Test Specifications
                as listed on the Signature Sheet and as defined by part number
                and description on the Purchase Order.



                                     Page 6
<PAGE>   7
        B.      Each unit of each Product shall be free from defects in
                workmanship and materials for a warranty period of twenty four
                (24) months from receipt of new product at Buyer's location,
                provided that the materials portion of the warranty shall not
                apply to the following:

                1.      Any materials consigned or supplied to Seller by Buyer.

                2.      Any unit of the Product that has been abused, damaged,
                        altered or misused by any person other than Seller after
                        receipt of unit by Buyer.

        C.      Any "In-Warranty" Product that is returned to Seller and
                repaired by Seller for shipment back to Buyer shall be deemed as
                new Product and shall, therefore, be subject to a twelve (12)
                month warranty period starting with receipt at Buyer's location.

        D.      Any "Out-of-Warranty" Product that is repaired by Seller shall
                be deemed as used Product and shall, therefore, be subject to a
                twelve (12) month warranty period starting with receipt at
                Buyer's location.

3.13    APPROVED VENDORS

        Buyer will supply Seller with a list of approved sources for materials
        to assemble products outlined on Term Sheet.

        A.      Electronic components may be procured from sources preferred by
                Seller but must conform to manufacturer's name and part number
                as defined by Buyer's Approved Manufacturer's List supplied to
                Seller.

        B.      Fabricated parts, (sheet metal, PCBs, etc.) should be procured
                by Seller from Buyer's preferred sources but may be procured
                from sources preferred by Seller in accordance with criteria
                acceptable to Buyer.

        C.      Seller accepts responsibility for price, delivery, quantity and
                quality of all electronic components and fabricated parts per
                items A and B above.

        D.      Seller will install components on printed circuit board
                assemblies that are date coded no more than 18 months from date
                of manufacture.

3.14    REGULATORY REQUIREMENTS

        A.      Seller is required to manufacture and control the product as
                defined in the term sheet in accordance with the following
                safety agency guidelines in accordance with construction data
                sheets and any other certifications agreed at time of contract.

                1.      Underwriters Laboratories (UL1950)

                2.      Canadian Standards Association (C22.2 No. 950-M89)

        B.      Seller to provide reasonable access to safety agency inspectors
                as required to audit the facility, the process and/or the
                product for conformance to written guidelines provided by
                NBase-Xyplex, Chatsworth or the respective Agency.

        C.      Seller will maintain registration to (at least) ISO-9002.



                                     Page 7
<PAGE>   8
3.15    GENERAL

        A.      COMPLETE AGREEMENT

        This Agreement, together with its attachments and the purchase orders
        issued under it, constitutes the entire agreement between the parties
        regarding the manufacture, sale and purchase of said goods and services.
        This Agreement supersedes all previous oral or written agreements and
        understandings on this subject between the parties or any of their
        officials or representatives.

        B.      ORDER OF PRECEDENCE

        In the event of conflict in the provisions of the following documents,
        the order of precedence shall be as shown.

                1.      The typed provisions on the face of the Buyer's purchase
                        order

                2.      This Agreement and its attachments

                3.      The preprinted terms and conditions on the back of
                        Buyer's purchase order

        C.      INDEPENDENT CONTRACTOR

                Neither party shall, for any purpose, be deemed an employee or
                agent of the other party. The relationship between parties shall
                be that of independent contractors.

        D.      SEVERABILITY

                In case any provision of this Agreement shall, for any reason,
                be held to be invalid, illegal or unenforceable in any respect,
                except in those instances where removal or elimination of such
                provision would result in a failure of consideration under this
                Agreement, the validity, legality and enforceability of the
                remaining provisions of this Agreement shall in no way be
                affected or impaired thereby, and this Agreement shall be
                construed as if such invalid, illegal or unenforceable provision
                had never been contained herein.

        E.      GOVERNING LAW

                This Agreement shall be governed by and construed in accordance
                with the internal laws of the State of California (without
                reference to the conflicts of law provisions thereof). Each of
                the parties irrevocably consents to the jurisdiction of the
                United States federal courts and the state courts located in the
                State of California in any suit or proceeding based on or
                arising under this Agreement and irrevocably agrees that all
                claims in respect of such suit or proceeding may be determined
                in such courts. Each of the parties irrevocably waives the
                defense of an inconvenient forum to the maintenance of such suit
                or proceeding. Each of the parties further agrees that service
                of process upon such party mailed by first class mail to the
                address set forth for such party in this Agreement shall be
                deemed in every respect effective service of process upon such
                party in any such suit or proceeding. Nothing herein shall
                affect the right of any party to serve process in any other
                manner permitted by law. Each of the parties agrees that a final
                non-appealable judgment in any such suit or proceeding shall be
                conclusive and may be enforced in other jurisdictions by suit on
                such judgment or in any other lawful manner.

        F.      THIRD PARTY BENEFICIARY

                This Agreement is intended for the benefit of the parties
                included herein and no other person shall be entitled to rely
                upon this Agreement or be entitled to any benefits under this
                Agreement.

        G.      ASSIGNMENT



                                     Page 8
<PAGE>   9
                Neither this Agreement nor any rights or obligations herein
                shall be transferred or assigned by Seller, except as described
                below, without the prior written consent of Buyer. This
                Agreement may be assigned by Buyer and Seller to any corporation
                controlling, controlled by or under common control with the
                Buyer or Seller. Seller may assign or transfer rights or
                obligations to an affiliate or subsidiary only upon obtaining
                written consent of Buyer but is not excused of responsibility
                and will remain liable to Buyer for Seller's performance to this
                Agreement.

        H.      AMENDMENTS

                Changes or amendments to this Agreement or its attachments shall
                not be binding upon either party unless made in writing and
                signed by an authorized representative of each of the parties.

        I.      FORCE MAJEURE

                In the event that either party is prevented from performing or
                is unable to perform any of its obligations under this Agreement
                due to an act of nature, fire, casualty, flood, war, strike,
                epidemic, lockout, destruction of production facilities, riot,
                insurrection or any other cause beyond the reasonable control of
                the party invoking this section, and if said party shall have
                used its best efforts to mitigate its effects and if delays or
                failures to perform under this Agreement have not been
                occasioned by an act or omission of said party, notice of delays
                or failures and causes must be given to the other party within
                five (5) days of the occurrence.

                As soon as it is reasonably apparent that the occurrence will
                cause performance obligation delays of more than thirty (30)
                days, either party shall have the right to terminate the
                Agreement under written, mutually approved order.

        J.      COMMUNICATIONS AND NOTICES

                Unless specified otherwise in this Agreement, all communications
                and notices between the parties under this Agreement shall be in
                writing and shall be mailed, telegraphed, faxed, emailed, or
                delivered to the other party at the address set forth below the
                signature of such party, or any other address either party may
                designate in writing.

        K.      EXPENSES

                In the event that a dispute between the parties listed hereunder
                with respect to this Agreement must be resolved by arbitration
                or either party must engage an attorney to represent said party
                in arbitration, the prevailing party shall be entitled to
                receive reimbursement for all associated costs and expenses
                (including, without limitation, attorneys fees) from the other
                party.

        L.      PROPRIETARY INFORMATION

                All knowledge, information and data supplied to Seller by Buyer
                for the purpose of enabling Seller to manufacture or supply and
                deliver goods under this Agreement shall be deemed NBase-Xyplex,
                Chatsworth confidential information under and pursuant to the
                "Confidential Information Non-Disclosure Statement" (attachment)
                executed by the parties listed and shall become binding upon
                execution of this Agreement and its attachments for a period of
                2 years. It shall be assumed by both parties that all such
                information is proprietary unless otherwise stated in writing by
                the party providing said information. In the event that Seller
                is unable to continue to provide product as outlined in term
                sheet, and in accordance with section 11, Buyer shall retain
                Seller's product design and all technical information necessary
                to continue manufacture of product.

        M.      INDEMNITIES

                Seller shall, at no cost to Buyer, indemnify, hold harmless and
                defend Buyer against any suits for, or claims of patent or
                copyright infringement relating to any manufacturing process or
                method or other


                                     Page 9
<PAGE>   10
                proprietary right of Seller due to Seller's manufacturing
                process or method. This indemnity shall not apply where the
                infringement results from compliance with specific written
                instructions from Buyer to Seller modifying the general
                specifications of Seller as to such article covered by this
                agreement not normally used by Seller.

        N.      DESCRIPTIVE HEADINGS

                The descriptive headings of the sections and sub-sections of
                this Agreement are for convenience only and do not in any way
                limit or amplify the terms and provisions of this Agreement.

        O.      WAIVER

                Failure by either party to insist in any instance on strict
                conformance by the other party to any term or provision of this
                Agreement or failure by either party to act in the event of a
                breach will not be construed as a consent to or waiver of any
                subsequent breach of the same or of any other term contained in
                the Agreement.

        P.      YIELD DATA

                Seller will track first-pass yields and provide data on a
                monthly basis to Buyer with results listing quantity tested and
                passed. Yield data to be relevant to ICT, functional test and
                burn-in. Seller to take all appropriate actions to maximize
                yields and minimize costs to Buyer.

        Q.      WORKMANSHIP STANDARDS

                Seller must conform to proper workmanship standards of IPC - A -
                610, class 2 or applicable notes on drawings for producing
                consistent quality.

        R.      FIRST ARTICLE

                Seller will submit a first article lot of up to 5 pieces for
                each part number assembly. Delivery of production lots will only
                be allowed upon successfully passing the first article
                inspection. Seller will document the assembly processes for each
                part number and perform audits to ensure compliance to accepted
                quality levels. Copies of documented processed will be made
                available to Buyer upon request.

        S.      SHIPMENT CERTIFICATION

                Seller will participate in a certification program that would
                allow for direct shipment to NBase-Xyplex, Chatsworth or to
                NBase-Xyplex, Chatsworth's customer. The program requires the
                Seller to provide objective evidence that the processes are in
                control for up to 5 manufacturing lots or on a mutually agreed
                schedule that would eliminate source or receiving inspection on
                the part of NBase-Xyplex, Chatsworth. In the event that quality
                degrades, NBase-Xyplex, Chatsworth reserves the right to
                reinstate inspection of all lots.

        T.      PRODUCT MARKING

                Seller will provide a current listing of all stamp impressions
                or markings that are used on NBase-Xyplex, Chatsworth product
                (e.g., ICT, burn-in, functional test, etc.)

        U.      ELECTROSTATIC DISCHARGE

                Seller will conform to proper ESD measures at all times for
                static sensitive components as well as PCBAs to prevent damage.



                                    Page 10
<PAGE>   11
4.0     TERMINATION

        This Agreement may be terminated as follows:

        A.      At any time upon the mutual written consent of both Parties.

        B.      At the end of the initial term as set forth in item I of the
                Term Sheet. If written notice of intention to terminate this
                agreement is not submitted by at least four months prior to the
                date set forth in Item I of the Term Sheet this agreement will
                be extended another 6 months.

        C.      By either Party at any time upon the occurrence of any one or
                more of the following events of default:

                1.      Failure of the other Party to perform any performance
                        obligation and to cure such failure within thirty (30)
                        days of receipt of written notice from the
                        non-defaulting Party of each failure.

                2.      Failure of the other Party to perform any payment
                        obligation and to cure such failure within thirty (30)
                        days of receipt of written notice from the
                        non-defaulting Party of each failure.

                3.      The seeking of an order for relief under the bankruptcy
                        laws of the United States or similar laws of any other
                        jurisdiction, a receivership for any of the assets, an
                        assignment for the benefit of creditors or the
                        dissolution or liquidation of the other party.

4.1     EFFECT OF TERMINATION

        Upon termination of this Agreement, all rights and obligations granted
        under or imposed by this Agreement shall immediately cease and
        terminate, except for the rights and obligations set forth in sections
        3.12 (Warranty) and 3.15 (General) subsection L (Proprietary
        Information) of this Agreement, and for any cause of action arising
        prior to the time of termination.

The sale of any Product by Seller to Buyer after the termination of this
Agreement shall be governed by the provisions of the Agreement. Nevertheless,
the acts of either party in consummating such sales shall not waive the
termination of the Agreement or renew the Agreement.




                                    Page 11
<PAGE>   12
                       PURCHASE AGREEMENT SIGNATURE SHEET

Purchase Agreement #99-04, between MRV Communications, Inc. doing business as
NBase-Xyplex, Chatsworth ("Buyer") and Uniskor ("Seller").

Seller agrees to provide and sell to Buyer, and Buyer agrees to purchase from
Seller the goods and services described on the attached Term Sheet according to
the provisions set forth in this Agreement.

This Agreement includes this page and the following attachments:

        1.      Attachment "A" - Agreement Term Sheet

        2.      Attachment "B" - Confidential Information Non-Disclosure
                Statement

This Agreement may additionally include the following schedules:

        *       Product Specifications

        *       Product Test Specifications

        *       NBase-Xyplex, Chatsworth consigned tooling/fixtures

Buyer and Seller signatures acknowledge they have read and fully understand the
intent of this Agreement and mutually agree to provisions, terms and conditions
therein.



MRV Communications, Inc. doing business as
NBase-Xyplex, Chatsworth                       Uniskor



BY:                                            BY:
   ----------------------------------             ------------------------------
TITLE:                                         TITLE:
      -------------------------------                 --------------------------



Address:                                       Address:

  8928 Fullbright Ave.                           Ramat Gavriel Ind. Zone
  Chatsworth, CA 91311 USA                       Migdal Hamek, 23108 Israel
  Tel: (818) 772-6235                            Tel: 972-6-6040840
  Fax: (818) 772-0576                            Fax: 972-6-6040850

California Resale # SRAC1386363

Agreement effective date:
                         ------------------------



                                    Page 12
<PAGE>   13
                              AGREEMENT TERM SHEET

I.      Term of Agreement:

        The term of this Agreement begins on the date shown on page 1 of this
        document (Purchasing Agreement Signature Sheet) and terminates on
        DECEMBER 31, 2000.

II.     Product Availability:

        Product availability is to conform to section 3.3 JIT Product
        Availability.

III.    Seller's Payment Terms:

        Seller's Payment Terms for the requirements specified in this Agreement
        are Net 30.

IV.     Products, Pricing and Requirements:

<TABLE>
<CAPTION>
  #           Part No.              Description                    Unit Price
  -           --------              -----------                    ----------
<S>           <C>               <C>                                <C>
  1           EM316E/M          1299007-007 Pkg. Assy. EM316F/M    $53.69 USD
  2           EM316F/M          1299015-003 Pkg. Assy. EM316F/M    $76.116 USD
</TABLE>

Labor rate for testing is based on $12.50 USD. Time studies will be performed to
validate testing times and prices will be modified accordingly.

V.      Penalties will be paid by the Seller to the Buyer for the following
        conditions.

<TABLE>
<CAPTION>
     PENALTY                          CONDITION
     -------                          ---------
<S>                <C>
1% of resale cost  Penalty applies to quantities delayed more
                   then one (1) week from requested release date while
                   quantities requested are less then agreed upon scheduled
                   minimum quantities.

2% of resale cost  Penalty applies to quantities delayed more
                   then two (2) week from requested release date while
                   quantities requested are less then agreed upon scheduled
                   minimum quantities.

3% of resale cost  Penalty applies to quantities delayed more
                   then three (3) week from requested release date while
                   quantities requested are less then agreed upon scheduled
                   minimum quantities.

4% of resale cost  Penalty applies to quantities delayed more
                   then four (4) week from requested release date while
                   quantities requested are less then agreed upon scheduled
                   minimum quantities.
</TABLE>



                                    Page 13
<PAGE>   14
               CONFIDENTIAL INFORMATION NON-DISCLOSURE STATEMENT
                            NBase-Xyplex, Chatsworth

I, Seller, am aware of, have access to and have knowledge of information
concerning important developments, designs, discoveries, inventions and programs
of and by NBase-Xyplex, Chatsworth (Buyer) relating to products, applications,
business and market information.

I understand that Buyer considers this information proprietary and has kept, and
desires to keep, this information a trade secret from it's competitors and
general public.

I recognize and agree that the information which I have obtained or may obtain
in the future about Buyer's products, applications, business and market
information has been received by me in confidence.

I further agree that I will not disclose to any person(s), firm or corporation,
or to any unauthorized person(s) employed by my firm, nor will I use, publish or
disclose any information about such developments, designs, discoveries,
inventions and programs without the prior written consent of an officer of
NBase-Xyplex, Chatsworth.

This confidential information non-disclosure statement also applies to other
employees of my firm designated as authorized to have knowledge of Buyer's trade
secrets.

The term of this confidential information non-disclosure statement shall extend
for a period of (2) two years beyond the date of the last association or contact
with Seller with regards to the Purchasing Agreement or any follow-on Purchasing
Agreements concerning the same product, or until NBase-Xyplex, Chatsworth makes
public the information covered by said Agreement.




Signed -                                    Date -
        -------------------------------           ------------------------------

Please print or type:
Name
     ----------------------------------

Title
     ----------------------------------

Company
       --------------------------------

Address
       --------------------------------

Phone -                                  Ext.-
       --------------------------------       ---------------



                                    Page 14