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<SEC-DOCUMENT>0000740664-01-000010.txt : 20010326
<SEC-HEADER>0000740664-01-000010.hdr.sgml : 20010326
ACCESSION NUMBER:		0000740664-01-000010
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20010131
FILED AS OF DATE:		20010323

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			R F INDUSTRIES LTD
		CENTRAL INDEX KEY:			0000740664
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC CONNECTORS [3678]
		IRS NUMBER:				880168936
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		
		SEC FILE NUMBER:	000-13301
		FILM NUMBER:		1577463

	BUSINESS ADDRESS:	
		STREET 1:		7610 MIRAMAR RD
		STREET 2:		BLDG 6000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126
		BUSINESS PHONE:		6195496340

	MAIL ADDRESS:	
		STREET 1:		7620 MIRAMAR RD #4100
		STREET 2:		7620 MIRAMAR RD #4100
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126-4202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CELLTRONICS INC
		DATE OF NAME CHANGE:	19910204
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FIRST QUARTER REPORT
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of

                         Securities Exchange Act of 1934

                       for Quarter ended January 31, 2001

                         Commission File Number 0-13301

                               RF INDUSTRIES, LTD.

             (Exact name of registrant as specified in its charter)

                                Nevada 88-0168936

          (State of Incorporation) (I.R.S. Employer Identification No.)

        7610 Miramar Road., Bldg. 6000, San Diego, California 92126-4202

               (Address of principal executive offices) (Zip Code)

                        (858) 549-6340 FAX (858) 549-6345

                (Issuer's telephone number, including area code)
        Securities registered pursuant to Section 12(b) of the Act: None.


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days

                                    Yes X No

State the number of shares outstanding of each of the issuer's classes of common
stock at the latest practicable date.

As of January 31, 2001,  the  registrant  had 3,403,054  shares of Common Stock,
$.01 par value, issued and outstanding.

Transitional small business disclosure format

                                    Yes    No X

<PAGE>

PART I.   FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS                              RF INDUSTRIES, LTD.
                                                             AND SUBSIDIARY
                                                         CONDENSED CONSOLIDATED
                                                              BALANCE SHEET

                                                        January 31    October 31
                                                           2001          2000
                                                       ------------  -----------
                                                       (Unaudited)
   ASSETS

CURRENT ASSETS

Cash and cash equivalents ........................     $  212,812     $  557,923

Investments in available-for-sale securities .....      1,714,420      2,208,558

Trade accounts receivable, net of allowance

for doubtful accounts of $42,000 .................        978,670      1,313,935

Notes receivable .................................         12,000         12,000

Inventories ......................................      5,064,567      4,165,242

Other current assets .............................        196,248        174,779

Deferred tax assets ..............................        166,000        166,000
                                                       ----------     ----------
     TOTAL CURRENT ASSETS ........................      8,344,717      8,598,437

PROPERTY AND EQUIPMENT

Furniture and tooling ............................        936,373        733,150
Furniture and office equipment ...................        192,048        190,867
                                                       ----------     ----------
     Fixed assets, at cost .......................      1,128,421        924,017
     Less accumulated depreciation ...............        630,334        605,164
                                                       ----------     ----------
     NET FIXED ASSETS ............................        498,087        318,853

Intangible assets ................................        174,698              0
Less amortization reserve ........................          1,941              0
                                                       ----------     ----------
     NET INTANGIBLE ASSETS .......................        172,757              0

Note receivable from stockholder .................         70,000         70,000
Deferred tax assets ..............................         94,000         94,000
Other assets .....................................         11,471         11,471
                                                       ----------     ----------
     TOTAL ASSETS ................................     $9,191,032     $9,092,761
                                                       ==========     ==========



       See Notes to Condensed Consolidated Unaudited Financial Statements


                                        2

<PAGE>

                                                            RF INDUSTRIES, LTD.
                                                             AND SUBSIDIARY
                                                         CONDENSED CONSOLIDATED
                                                              BALANCE SHEET

                                                        January 31    October 31
                                                           2001          2000
                                                       ------------  -----------
                                                       (Unaudited)
LIABILITIES AND
STOCKHOLDERS' EQUITY
- -------------------------
CURRENT LIABILITIES

Accounts payable ...............................    $   213,909     $   403,530

Line of credit and notes payable ...............        167,902               0

Accrued expenses ...............................        383,628         513,186
                                                    -----------     -----------
     TOTAL  LIABILITIES ........................        765,439         916,716
                                                    -----------     -----------

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY
Common Stock - authorized 10,000,000 shares
  of $.01 par value; 3,403,054 and

 3,402,054, respectively shares issued .........         34,031          34,021

Additional paid-in capital .....................      4,687,712       4,686,161

Retained earnings ..............................      3,914,101       3,668,867

Unearned compensation ..........................        (94,032)       (117,546)

Accumulated other comprehensive loss ...........        (61,651)        (40,890)

Receivables from sale of stock .................         (1,715)         (1,715)

Treasury stock, at cost - 29,400 shares ........        (52,853)        (52,853)
                                                    -----------     -----------

     TOTAL STOCKHOLDERS' EQUITY ................      8,425,593       8,176,045
                                                    -----------     -----------

      TOTAL LIABILITIES &
        STOCKHOLDERS' EQUITY ...................    $ 9,191,032     $ 9,092,761
                                                    ===========     ===========


       See Notes to Condensed Consolidated Unaudited Financial Statements


                                        3

<PAGE>

 ITEM 1:  FINANCIAL STATEMENTS (continued)
                                                           RF INDUSTRIES, LTD.
                                                             AND SUBSIDIARY
                                                        CONDENSED CONSOLIDATED
                                                         STATEMENTS OF INCOME
                                                       AND COMPREHENSIVE INCOME
                                                              (Unaudited)
                                                          Three Months Ended
                                                              January 31
                                                       ------------------------
                                                           2001         2000
                                                       -----------   ----------
INCOME:

Net Sales ..........................................   $ 2,348,601   $ 1,760,526

Cost of Sales ......................................     1,220,164       845,255
                                                        ----------    ----------
  Gross profit .....................................     1,128,437       915,271
                                                        ----------    ----------
Operating expenses:

   Engineering .....................................       115,729        65,481
   Selling and general .............................       651,555       508,726
                                                        ----------    ----------
         Totals ....................................       767,284       574,207
                                                        ----------    ----------
Operating income ...................................       361,153       341,064
                                                        ----------    ----------
Other income:
     Commissions ...................................        18,073             0
     Interest ......................................        31,508        30,559
                                                        ----------    ----------
           Totals ..................................        49,581        30,559
                                                        ----------    ----------

Income before provision for income tax .............       410,734       371,623
Provision for income tax ...........................       165,500       150,000
                                                        ----------    ----------
Net income .........................................    $  245,234    $  221,623
                                                        ==========    ==========

Basic earnings per share ...........................    $     0.07    $     0.07
                                                        ==========    ==========
Diluted earnings per share .........................    $     0.06    $     0.06
                                                        ==========    ==========

Basic weighted average shares outstanding ..........     3,402,554     3,148,648
                                                        ==========    ==========
Diluted weighted average shares outstanding ........     4,027,473     3,707,526
                                                        ==========    ==========
COMPREHENSIVE INCOME:

Net income .........................................    $  245,234    $  221,623

Unrealized loss on available-for-sale securities ...        20,761             0
                                                        ----------    ----------
      Total comprehensive income ...................    $  265,995    $  221,623
                                                        ==========    ==========



       See Notes to Condensed Consolidated Unaudited Financial Statements


                                        4

<PAGE>

ITEM 1:  FINANCIAL STATEMENTS (continued)
<TABLE>
<CAPTION>

                                                                         RF INDUSTRIES, LTD.
                                                                           AND SUBSIDIARY
                                                                       CONDENSED CONSOLIDATED
                                                                      STATEMENTS OF CASH FLOWS
                                                                            (Unaudited)
                                                                         Three Months Ended

                                                                             January 31
                                                                       ------------------------
                                                                          2001           2000
                                                                       ---------      ---------
<S>                                                                   <C>            <C>
OPERATING ACTIVITIES
Net income .......................................................   $   245,234    $   221,623


Adjustments to reconcile net income
to net cash  provided by (used in) operations
     Inventory deposit write-offs ................................        30,294              0
     Depreciation and amortization ...............................        27,111         14,149
     Amortization of unearned compensation .......................        23,514         23,514

     Changes in operating assets and liabilities, net of

       acquisition payment:
          Trade accounts receivable ..............................       381,308         62,895
          Inventories ............................................      (859,369)      (216,061)
          Other assets ...........................................        (6,734)         2,610
          Accounts payable .......................................      (217,607)        93,653
          Accrued expenses .......................................      (129,602)        87,278
                                                                      -----------    -----------
      Net cash provided by (used in) operating activities ........      (505,851)       289,661
                                                                      -----------    -----------
INVESTING ACTIVITIES
      Proceeds from sale of (investment in) securities ...........       473,377        (14,592)
      Capital expenditures .......................................       (16,548)       (48,431)
      Payment for acquisition, net of cash acquired ..............      (147,078)             0
                                                                      -----------    -----------
      Net cash provided by (used in) investing activities ........       309,751        (63,023)
                                                                      -----------    -----------
FINANCING ACTIVITIES
      Payments on loans payable ..................................      (150,572)             0
      Proceeds from exercise of common stock options .............         1,561              0
                                                                      -----------    -----------
      Net cash used in financing activities ......................      (149,011)             0
                                                                      -----------    -----------
     Net  increase in cash
        and cash equivalents .....................................      (345,111)       226,638
     Cash and cash equivalents at the
        beginning of the period ..................................       557,923      1,100,816
                                                                      -----------    -----------
     Cash and cash equivalents at the end of period ..............   $   212,812    $ 1,327,454
                                                                      ===========    ===========
SUPPLEMENTARY CASH FLOW DATA:
     Taxes paid ..................................................   $   255,000              0
 Noncash investing and financing activities:
     Fair value of assets acquired ...............................   $   496,504
     Liabilities assumed .........................................      (207,341)
     Seller financing ............................................      (139,163)
                                                                      -----------
     Cash paid ...................................................   $   150,000
                                                                      ===========
</TABLE>

       See Notes to Condensed Consolidated Unaudited Financial Statements

                                        5

<PAGE>

                       RF INDUSTRIES, LTD. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Unaudited interim financial statements:

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance with accounting  principles  generally
         accepted  in  the  United  States  of  America  for  interim  financial
         information and with the instructions to Form 10-QSB. Accordingly, they
         do not  include  all of  the  information  and  footnotes  required  by
         accounting  principles  generally  accepted  in the  United  States  of
         America  for  complete   financial   statements.   In  the  opinion  of
         management,  all adjustments  (consisting of normal recurring accruals)
         considered  necessary  for a  fair  presentation  have  been  included.
         Operating  results for the three month  periods  ended January 31, 2001
         are not necessarily  indicative of the results that may be expected for
         the year ending October 31, 2001. The unaudited condensed  consolidated
         financial  statements  should be read in conjunction with the financial
         statements  and  footnotes  thereto  included in the  Company's  annual
         report on Form 10-KSB for the year ended October 31, 2000.

Note 2 - The merger and other matters

         On December 1, 2000, the Company acquired all the outstanding  stock of
         Bioconnect,  Inc.  for a total  consideration  of  $289,163,  of  which
         $89,163 was financed by seller.

         The  acquisition has been accounted for pursuant to the purchase method
         and,  accordingly,  the net assets  acquired were recorded at estimated
         fair values on the date of acquisition.  A summary of the allocation of
         the cost of the acquisitions to the net assets acquired follows:

               Cash .................................   $   2,922
               Accounts receivable ..................      76,337
               Inventory ............................      39,956
               Property and equipment ...............     187,855
               Intangibles and other assets .........     189,434
                                                        ---------
               Total assets acquired ................     496,504
               Accounts payable and other liabilities    (207,341)
                                                        ---------
               Net assets acquired ..................   $ 289,163
                                                        =========

          The condensed  consolidated  financial statements include the accounts
          of RF INDUSTRIES, LTD. (the "Parent") and its wholly-owned subsidiary,
          Bioconnect,  Inc.  (collectively,   the  "Company").  All  significant
          intercompany accounts and


                                        6

<PAGE>

         transactions are eliminated in consolidation.

Note 3 - Components of inventory

                                              January 31   October 31
                                                 2001         2000
                                              ----------   ----------
                                              (Unaudited)   (Audited)

               Raw material and supplies...   $  876,170   $  559,786
               Finished goods .............    4,188,397    3,605,456
                                              ----------   ----------
                TOTAL .....................   $5,064,567   $4,165,242
                                              ==========   ==========

Note 4 - Earnings (loss) per share:

         Effective  October 31,  1998,  the Company  adopted the  provisions  of
         Statement  of  Financial  Accounting  Standards  No. 128,  Earnings per
         Share,  which  requires  the  presentation  of  "basic"  and  "diluted"
         earnings (loss) per common share, as further explained in Note 1 of the
         notes to the audited financial  statements of the Company,  included in
         Form 10-KSB for the fiscal year ended October 31, 2000.

         Basic  earnings  per share is computed by dividing  net earnings by the
         weighted average number of common stock outstanding during the period.

         Diluted  earnings per share is computed by dividing net earnings by the
         weighted  average  number of shares of common  stock  increased  by the
         effects of assuming that other potentially dilutive securities (such as
         stock options) outstanding during the period had been exercised.

Note 5 - Segment Information

         Net sales and income (loss)  before  provision for income taxes for the
         three months ended January 31, 2001 and 2000 follows:

<TABLE>
<CAPTION>

                                                                       Common/
                             Connector      Neulink     Bioconnect    Corporate     Total
                            -----------   ----------   ------------  -----------  ---------
<S>                          <C>           <C>          <C>          <C>        <C>
 2001

- ------
Net sales ................  $ 2,053,276    $ 245,254    $ 50,071                $ 2,348,601
Income (loss) before
   provision for income
   taxes .................      624,042     (141,294)    (67,328)    $ (4,686)      410,734

 2000

- ------
Net sales ................  $ 1,614,266    $ 146,260                            $ 1,760,526
Income (loss) before
   provision for income
    taxes ................      434,313      (62,690)                               371,623

</TABLE>

                                        8

<PAGE>

ITEM 2: MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

This report contains  forward-looking  statements.  These  statements  relate to
future events or the Company's future financial performance.  In some cases, you
can identify  forward-looking  statements by terminology  such as "may," "will,"
"should,"  "except," "plan,"  "anticipate,"  "believe,"  "estimate,"  "predict,"
"potential"  or  "continue,"  the  negative  of such  terms or other  comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.

Although  the  Company   believes  that  the   expectations   reflected  in  the
forward-looking  statements are reasonable,  the Company cannot guarantee future
results, levels of activity, performance or achievements.  Moreover, neither the
Company,  nor any other  person,  assumes  responsibility  for the  accuracy and
completeness  of  the  forward-looking  statements.  The  Company  is  under  no
obligation to update any of the  forward-looking  statements after the filing of
this  Quarterly  Report on Form  10-QSB to  conform  such  statements  to actual
results or to changes in its expectations.

The  following  discussion  should  be read in  conjunction  with the  Company's
financial  statements  and the  related  notes and other  financial  information
appearing  elsewhere  in this Form  10-QSB.  Readers are also urged to carefully
review and consider the various disclosures made by the Company which attempt to
advise  interested  parties of the factors which affect the Company's  business,
including   without   limitation   the   disclosures   made  under  the  caption
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  under  the  caption  "Risk  Factors,"  and the  audited  financial
statements  and related notes  included in the Company's  Annual Report filed on
Form 10-KSB for the year ended  October  31, 2000 and other  reports and filings
made with the Securities and Exchange Commission.

Liquidity and Capital Resources

Management  believes that cash generated from  operations  will be sufficient to
fund the anticipated growth of the Company in fiscal 2001.  Management  believes
that any financing  requirements  can be met through a  combination  of cash and
investments  held as of January 31,  2001,  internally  generated  cash flow and
advance  payments  from  customers.  The  Company  does not  currently  have any
commercial  banking  arrangements  providing  for loans,  credit  facilities  or
similar matters.

The Company does not believe it will need material  additional capital equipment
in fiscal 2001.  In the past,  the Company has financed  some of its fixed asset
requirements  through capital leases. No additional  capital equiment  purchases
have been currently identified that would require significant additional leasing
or capital  obligations during fiscal 2001.  Management also believes that based
on the  Company's  financial  condition  at January  31,  2001,  the  absence of
outstanding bank debt and recent operating results, the Company would be able to
obtain bank loans to finance its expansion, if necessary,  although there can be
no assurance  any bank loan would be  obtainable,  or if  obtained,  would be on
favorable terms or conditions.

                                        9

<PAGE>

Net cash used in operating  activities for the first three months of fiscal 2001
was $505,851 whereas cash provided by operating activities for the first quarter
ended  January 31, 2000 was  $289,661.  Non cash outlays for  inventory  deposit
write-offs,  depreciation and amortization,  and amortization of unearned income
for the first three months of 2001 were $80,919 compared to $37,664 the previous
year, an increase of $43,255.  Inventories increased $889,663,  and other assets
increased  $6,734  in the  first  quarter  of 2001.  Trade  accounts  receivable
decreased  by  $381,308.  Accounts  payable and accrued  expenses  increased  by
$347,209.

Net cash provided by investing  activities was $309,751 during the first quarter
ended January 31, 2001,  compared to $63,023 used in the previous year.  Current
year investing  activities included capital  expenditures of $16,548 and payment
for acquisition of Bioconnect of $147,078.  Proceeds from sale of securities was
$473,377.

Net cash used in financing  activities  was $149,011 for the first quarter ended
January 31, 2001,  and  consisted of proceeds  from exercise of stock options of
$1,561 and payments on loans payable of $150,572.

As of Janurary  31, 2001 the Company had  $212,812 in cash and cash  equivalents
and  $1,714,420  in  investments,  as  compared  to  $557,923  in cash  and cash
equivalents and $2,208,558 in investments at October 31, 2000.

Three Months 2001 vs. Three Months 2000

Net sales increased 33%, or $588,075, to $2,348,601 from $1,760,526 in the first
three months of fiscal 2001. RF Connectors  sales  increased 27% to  $2,053,276,
compared to $1,614,266 for the same period last year,  due to continuing  strong
order  rates for coax  connectors  and  cable  assemblies.  Sales at RF  Neulink
increased 68% to $245,254  compared to $146,260 last year.  This increase can be
attributed  to  stronger  sales in new  application  areas.  Bioconnect's  first
quarter  sales  were  $50,071.  Cost of sales  increased  44%,  or  $374,909  to
$1,220,164 from $845,255 last year. The increase is due to the increased sales.

Engineering  expenses  increased  $50,248,  or 77%, from $65,481 last year. This
increase can be attributed to added  personnel and expenses  associated with the
expansion of our engineering departments to meet the increased business demands.

Selling  and general  expenses  increased  28% or  $142,829,  to  $651,555  from
$508,726 last year. The increase is due to increased  travel,  advertising,  and
insurance expenses.  As a percent of sales, selling and administrative  expenses
declined to 28% from 29% due to the increase in sales.

Net interest  income  increased  $949 to $31,508 from $30,559 the previous year.
Commissions for the Neulink divisions sales were $18,073. This is the first time
we have earned any income from commissions.

                                       10

<PAGE>

MATERIAL CHANGES IN FINANCIAL CONDITION:

Cash decreased $345,111 to $212,812 compared to the October 31, 2000 fiscal year
balance of $557,923. Cash and investments are $1,927,232 at January 31, 2001.

Trade accounts receivable decreased $335,265, or 26% to $978,670 compared to the
October 31, 2000 balance of  $1,313,935.  This  decrease is due to the continued
collection efforts.

Inventories  increased  $889,663  compared to October 31, 2000 inventory levels.
This increase is in response to the current demand and the  anticipated  backlog
requirements, and includes $37,500 in Bioconnect inventory.

Other  current  assets,  including  prepaid  expenses  and  deposits,  increased
$21,469,  to $196,248,  from $174,779 on October 31, 2000.  This increase is due
the annual invoice for accounting expenses that is expensed throughout the year,
but is invoiced in the first  quarter as a prepaid  expense.  There are also the
added Bioconnect deposits for their building and equipment.

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings

In August  2000,  the Company was  notified  that the  Securities  and  Exchange
Commission  ("SEC") issued a formal order of investigation to determine  whether
violations of certain  aspects of the federal  securities laws may have occurred
in  connection  with  matters  related  to the  Company.  The  formal  order  of
investigation  indicates  that the SEC is  examining  the  conduct of persons or
entities, including the Company, who may have made improper statements regarding
the  Company's  order  backlog,   manufacturing  and  design  capabilities,  and
ownership  of the  Company's  stock.  The  SEC is  also  examining  whether  the
Company's  filings  with  the  SEC  may  have  contained   improper   statements
concerning, among other things, the Company's financial condition and results of
operations.

The SEC has indicated  that this  investigation  is a  fact-finding  inquiry and
should  not be  construed  as a  conclusion  by the SEC or its  staff  that  any
violation  of law has  occurred  or that  the SEC or its  staff  has a  negative
opinion of any person,  entity or security.  The Company is cooperating with the
SEC in  connection  with  this  investigation  and  its  outcome  cannot  yet be
determined.

Items 2-5       Not applicable

Item 6.   Exhibits and Reports on Form 8-K

         (a)   Exhibits         Description

                  2.1           Agreement of Purchase and Sale of Stock dated as
                                of  December 1,  2000  between  the  Company and
                                Richard Roberts, Leonard Malena, Phillip Booker,
                                and Richard R. Roberts, Inc.dba Bioconnect, Inc.
                  10.1          2000 Stock Option Plan
                  10.2          Terrie  Gross  Employment  Agreement  made as of
                                November 5, 1999

         (b)  Reports on Form 8-K

                  None

                                       11

<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                           RF INDUSTRIES, LTD.


Dated:  March 26, 2001                     By:         Howard F. Hill
                                                   -----------------------------
                                                   Howard F. Hill, President
                                                   Chief Executive Officer


Dated:  March 26, 2001                     By:         Terrie A. Gross
                                                   -----------------------------
                                                   Terrie A. Gross
                                                   Chief Financial Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ART 5 FDS FOR 1ST QUARTER 10-QSB
<TEXT>

<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               OCT-31-2000
<PERIOD-START>                  NOV-01-2000
<PERIOD-END>                    JAN-31-2001
<CASH>                              212,812
<SECURITIES>                      1,714,420
<RECEIVABLES>                       978,670
<ALLOWANCES>                         42,000
<INVENTORY>                       5,064,567
<CURRENT-ASSETS>                  8,344,717
<PP&E>                            1,128,421
<DEPRECIATION>                      630,334
<TOTAL-ASSETS>                    9,191,032
<CURRENT-LIABILITIES>               765,439
<BONDS>                                   0
<PREFERRED-MANDATORY>                     0
<PREFERRED>                               0
<COMMON>                             34,031
<OTHER-SE>                        8,391,562
<TOTAL-LIABILITY-AND-EQUITY>      9,191,032
<SALES>                           2,348,601
<TOTAL-REVENUES>                  2,366,674
<CGS>                             1,220,164
<TOTAL-COSTS>                     1,987,448
<OTHER-EXPENSES>                          0
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                  (31,508)
<INCOME-PRETAX>                     410,734
<INCOME-TAX>                        165,500
<INCOME-CONTINUING>                 245,234
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                        245,234
<EPS-BASIC>                             .07
<EPS-DILUTED>                           .06



</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>TERRIE GROSS EMPLOYMENT AGREEMENT
<TEXT>


                                   AGREEMENT

Agreement made as of the 5th day of November, 1999 by and between:

         RF Industries, Ltd.
         7610 Miramar Road, Bldg. #6000
         San Diego, Ca 92126-4202                   Federal Tax ID: 88-0168936


and,     Terrie Gross
         3543 Paul Jones Ave.

         San Diego, Ca 92117-5631                   Social Security: ###-##-####


                                   WITNESSETH

         Whereas, RFI desires to engage the services of Terrie Gross, and Terrie
Gross desires to accept such engagement.

         Now,  therefore,  in consideration of the mutual covenants,  conditions
and agreements hereinafter set forth the parties hereto agree as follows:

1.   Engagement.  Subject to the terms and  conditions  of this  agreement,  RFI
     hereby  engages  the  services of Terrie  Gross,  and Terrie  Gross  hereby
     accepts such engagement.


2.   Term.  The term of Terrie Gross  agreement  has commenced as of November 5,
     1999 for a period of ten years.  The  agreement  must be renewed  annually,
     unless sooner terminated in accordance with the terms of section 6 hereof.


3.   Position.  The  primary  position  to be held by Terrie  Gross  during  his
     employment is: Chief Financial  Officer and Corporate  Secretary.  She will
     report directly to RFI's President/CEO.


4a.  Salary.  Initial  base  salary  will be $52,000  annualized  and is payable
     weekly  each  Friday.   Base  salary  may  be   increased   only  by  RFI's
     President/CEO approval.

<PAGE>

Agreement
RFI/Terrie Gross

Page 2


4b.  Salary  Continuation  During  Disability.  If Terrie Gross,  for any reason
     whatsoever,  becomes  permanently or temporarily  disabled,  so that she is
     unable to perform her duties hereunder, RFI agrees to pay her sixty percent
     (60%) of his annual salary,  payable in the same manner as her base salary,
     until  such time as Terrie  Gross  begins to receive  disability  benefits,
     under any employer  group  disability  or similar plan funded by insurance,
     whichever is first to occur  (approximately 90 days). RFI agrees to provide
     Terrie Gross with a policy of disability  insurance,  which will pay Terrie
     Gross as disability payments  thereunder,  an amount equal to sixty percent
     (60%) of Terrie Gross's base salary after Terrie Gross becomes disabled and
     is unable to perform services under this agreement.

5.   Executive  Stock  Option.  The Board of  Directors of RFI will grant Terrie
     Gross a stock  option of 100,000  shares.  The options are  exercisable  at
     $1.50 per share.  The options will vest at 20% (20,000) shares per year for
     five (5) years to  accomplish  full 100%  vesting.  The options will expire
     upon termination.

6.   Termination.   Voluntary  termination:  Terrie  Gross  may  terminate  this
     agreement at any time, in writing. In the event of a voluntary  termination
     by Terrie Gross, the terms and conditions of this agreement become null and
     void.  Involuntary  termination:  RFI may terminate  this agreement for the
     following   reasons:   (i)  Terrie  Gross's  conviction  of  a  crime  that
     constitutes  a  felony  in the  jurisdiction  involved,  or (ii)  "material
     breach" shall mean only a persistent  or  continuing  failure or refusal by
     Terrie Gross to perform his material obligations to RFI, or (iii) conflicts
     between  Terrie  Gross and his peers or  superiors,  or  actions  in direct
     opposition to the charter,  the goals,  and the expectations of RFI and its
     shareholders  (iv) a decision by the Board of Directors to terminate Terrie
     Gross . Upon written  notice of material  breach  Terrie Gross will be paid
     one full year's salary.  Terrie Gross must exercise stock option within one
     year of termination.  Stock option shares may be sold to RFI at agreed upon
     prices and RFI will have first  right of refusal to purchase  option  stock
     shares.  RFI must  submit to Terrie  Gross in  writing,  intent to purchase
     stock  option  shares or refusal to purchase  stock  option  shares  within
     thirty  (30) days of  written  request  date from  Terrie  Gross.  RFI must
     exercise  option within sixty (60) days of written  notice.  RFI and Terrie
     Gross may agree on a payment schedule.


7.   Death.  In the event of Terrie  Gross's death,  all benefits  payable under
     this Agreement, up to the time of death, shall be payable to Terrie Gross's
     estate, and such payments shall be reduced only by the proceeds received by
     Terrie Gross's estate from the Company's life insurance  policy on the life
     of Terrie Gross.  RFI will still retain first rights of refusal to purchase
     option stock shares from Terrie Gross's estate.

<PAGE>

Agreement
RFI/Terrie Gross

Page 3



8.   Benefit Plans. Terrie Gross will be entitled to all employee benefit plans.

     (i)      Medical insurance coverage
     (ii)     Life insurance (approximately $50,000)
     (iii)    401K Plan
     (iv)     Optional employee paid insurance plans
     (v)      Disability insurance
     (vi)     Exhibit A, RFI Incentive Stock Option Agreement
     (vii)    Paid holidays
     (viii)   Sick leave
     (ix)     Paid vacation

     Terrie  Gross will be entitled to any  additions  to the  employee  benefit
     plans during his employment and will comply to any changes.

9.   Assignment.  This  Agreement  shall  bind and inure to the  benefit  of the
     parties and their  respective  successors and assigns provided that neither
     rights nor  obligations  shereunder  may be assigned by Terrie  Gross,  and
     neither  rights  nor  obligations  may be  assigned  by  RFI,  except  to a
     corporation  succeeding  to  substantially  all of the  business of RFI, by
     sale, merger, assignment or otherwise.

10.  Integration.  This Agreement  constitutes  the entire  agreement  among the
     parties  relating to thee subject matter  shereof.  It cannot be altered or
     amended  except by a writing duly  executed by the party  against whom such
     alteration or amendment is sought to be enforced.


11a. Governing  Law.  This  Agreement  shall in all  respects be governed by and
     construed in accordance with the laws of the State of California applicable
     to contracts made and to be performed entirely within such state.


<PAGE>

Agreement
RFI/Terrie Gross

Page 4



11b. Arbitration.  Any controversy  between the parties  shereto,  including the
     construction or application of any of the terms, covenants or conditions of
     this  Agreement,  shall on  written  request of one party  served  upon the
     other,  be  submitted  to  arbitration  and be governed  by the  California
     Arbitration Act as set forth in the California Code of Civil Procedure. The
     arbitration  shall  take place in the city of San  Diego,  California.  The
     parties may agree upon one  arbitrator,  but in the event they cannot agree
     there shall be three,  one named in writing by each of the  parties  within
     ten (10) days after demand for  arbitration  is given and a third chosen by
     the two so  appointed;  provided  that the third shall be a retired  judge;
     provided  further that is the two appointed cannot agree on the choice of a
     retired judge,  then the third  arbitrator  shall be designated by the then
     Presiding  Judge  of the  San  Diego  Superior  Court.  The  cost  of  such
     arbitration,  including  reasonable  attorney's fees, shall be borne by the
     losing party or in such  proportions  as the  arbitrator(s)  shall  decide.
     Arbitrations shall be the exclusive remedy of Employee and Employer and the
     award of the arbitrator(s) shall be final and binding upon the parties.

In witness  wshereof,  the parties shereto have caused this Agreement to be duly
executed by their respective  officers  shereunto duly authorized as of the date
first above written.

RF INDUSTRIES, LTD.



Date:  November 5, 2001                  By:   /s/ Howard F. Hill
                                            ------------------------------------
                                              Howard F. Hill, President/CEO



Date:  November 5, 2001                  By:   /s/  Terrie A. Gross
                                            ------------------------------------
                                              Terrie A. Gross, CFO




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AGREEMENT OF PURCHASE AND SALE OF STOCK
<TEXT>


                    AGREEMENT OF PURCHASE AND SALE OF STOCK

         This Agreement is made as of December 1, 2000 (the  "Effective  Date"),
among RF INDUSTRIES, LTD., a Nevada corporation,  having its principal office at
7610 Miramar Road, San Diego,  California  (referred to herein as "Buyer");  and
RICHARD ROBERTS,  LEONARD MALENA, and PHILLIP BOOKER  (collectively  referred to
herein as  "Shareholders"),  and RICHARD R.  ROBERTS,  INC. , doing  business as
BIOCONNECT,   INC.,   a   California   corporation   (referred   to   herein  as
"Corporation"),  having  its  principal  office  at  541-A  Birch  Street,  Lake
Elsinore, California.  Shareholders and Corporation are collectively referred to
in this Agreement as "Selling Parties."


                                    Recitals


     A.   Shareholders  represent  that they own all  outstanding  shares of the
          Corporation's stock, in the following amounts and proportions:

                        Richard Roberts: 850 shares (85%)
                        Leonardo Malena: 100 shares (10%)
                        Phillip Booker:   50 shares (5%)

     B.   Shareholders'  respective  spouses have been informed of the transfers
          contemplated  by this  Agreement  and consent to those  transfers  and
          terms and  conditions  of this  Agreement  by  executing  the  Spousal
          Consents attached hereto.

     C.   Buyer desires to purchase from Shareholders and Shareholders desire to
          sell  to  Buyer  all of the  outstanding  stock  of  Corporation  (the
          "Shares");   and   Corporation   desires  that  this   transaction  be
          consummated.

                                    Agreement

         In consideration of the mutual covenants, agreements,  representations,
and warranties contained in this Agreement, the parties agree as follows:


     1.   Sale, Sales Price, and Terms of Payment.
          ----------------------------------------

     1.01.Sale and Transfer of Shares.  Subject to the terms and  conditions set
forth in this  Agreement,  on the  Closing  Date (as  defined  in  Section  2.01
herein),  Shareholders  will transfer and convey the shares to Buyer,  and Buyer
will acquire the shares from Shareholders.

     1.02.  Consideration  for Sale and Transfer of Shares. As consideration for
the transfer of the shares by Shareholders to Buyer, Buyer shall deliver, in the
aggregate, the following:

     (a)  At  Closing,   the  sum  of  One  Hundred   Fifty   Thousand   Dollars
          ($150,000.00).

<PAGE>

     (b) On January 1, 2001, the sum of Fifty Thousand Dollars ($50,000.00).

     (c) On January 1, 2002, the sum of Fifty Thousand Dollars ($50,000.00).

     (d) On January 1, 2003 the sum of Fifty Thousand Dollars ($50,000.00).

         The sums payable  under this Section 1.02 shall be paid by checks drawn
on Buyer's  corporate account payable to the Shareholders in proportion to their
respective  ownership  interests in the  Corporation,  as set forth in Recital A
hereof.

     1.03.  Liability of Note of  $100,000.00  to Rhoda  Roberts . RF Industries
will  assume  the note of  $100,000.00  USD at the time of the  Bioconnect  Inc.
acquisition closing as a liability.

     2. Closing.

     2.01. Time and Place of Closing. The transfer of the shares by Shareholders
to Buyer (the "Closing")  shall take place at the  Corporation's  office at 7610
Miramar Rd., San Diego,  California  at 10:00 a.m.,  on December 1, 2000,  or at
such other time and place as the parties may agree to in writing.  That date, or
such other date on which the Closing  shall occur,  is referred to herein as the
"Closing Date."

     2.02. Selling Parties' Obligations at Closing. At the Closing, Shareholders
shall  deliver to Buyer the following  instruments  and  documents,  in form and
substance satisfactory to Buyer and its counsel:

          (a)  Certificates representing the Shares,  respectively registered in
               the  names  of  the  Shareholders,  each  duly  endorsed  by  the
               respective  Shareholder  for  transfer.  On  submission  of those
               certificates to Corporation for transfer, Corporation shall issue
               to Buyer a new certificate  representing  the cumulative  shares,
               registered in the name of Buyer;

          (b)  The stock books, stock ledgers, minute books, and corporate seals
               of Corporation;

          (c)  The certificate of the Shareholders and the Corporation, executed
               by  the  Corporation's  president  and  treasurer  referenced  in
               Section 7.01(d);

          (d)  The statement of seller as provided in Section 7.01(e);

          (e)  The letter confirming the Corporation's financial condition as of
               not more  than  five (5)  business  days  prior  to  Closing,  as
               provided in Section 7.01(g);

          (f)  Except as otherwise specified by Buyer, the written  resignations
               of all the officers and directors of Corporation;


<PAGE>



          (g)  Employment agreements between Shareholders and Corporation, dated
               the Closing Date, in the form set forth in Exhibit 2;

          (h)  Certificate   executed  by  the  Selling  Parties   (including  a
               certificate  of the  Corporation  signed by its president or vice
               president  and secretary or  treasurer),  dated the Closing Date,
               certifying that their respective  representations  and warranties
               in this  Agreement  are true and correct at and as of the Closing
               Date, as though each representation and warranty had been made on
               that date; and

          (i)  A general release in the form set forth in Exhibit 3, in favor of
               Corporation,  executed by each Shareholder, and dated the Closing
               Date.

     2.03. Buyer's Obligations at Closing.  At the Closing,  Buyer shall deliver
to Shareholders the following instruments and documents:

          (a)  Checks payable to each Shareholder in the  proportionate  amounts
               specified in Section 1.02(a), above;

          (b)  The One Hundred Thousand Dollar  ($100,000.00)  loan described in
               Section 1.03, above;

          (c)  An  opinion  of  Buyer's  counsel,  dated the  Closing  Date,  as
               provided for in Section 8.01(c);

          (d)  Certified  resolution  of  Buyer's  board of  directors,  in form
               satisfactory  to counsel for  Selling  Parties,  authorizing  the
               execution and performance of this Agreement and all actions to be
               taken by Buyer under this Agreement; and

          (e)  A certificate executed by the president or vice president and the
               secretary  or  treasurer  of Buyer  certifying  that all  Buyer's
               representations  and warranties  under this Agreement are true as
               of the Closing Date, as though each of those  representations and
               warranties had been made on that date.


     3.     SELLING PARTIES' REPRESENTATIONS AND WARRANTIES.
           -------------------------------------------------

     3.01.  Selling Parties'  Representations  and Warranties.  Selling Parties,
jointly and severally, represent and warrant that:

          (a)  Corporation is a corporation  duly organized,  validly  existing,
               and in good standing  under the laws of the State of  California,
               has all necessary corporate powers to own its assets and to carry
               on its  business as now owned and operated by it, and neither the
               ownership of its assets nor the nature of its  business  requires
               Corporation  to be qualified in any  jurisdiction  other than the
               state  of  its  incorporation.
<PAGE>

          (b)  The authorized  capital stock of  Corporation  consists of 10,000
               shares of common stock.  1,000 shares are issued and outstanding.
               All the Shares are validly issued, fully paid, and nonassessable.
               There  are  no  outstanding   subscriptions,   options,   rights,
               warrants,   convertible   securities,   or  other  agreements  or
               commitments  obligating  the  Corporation to issue or to transfer
               from treasury any  additional  shares of its capital stock of any
               class.

          (c)  Shareholders are the owners,  beneficially and of record,  of all
               the Shares, free and clear of all liens,  encumbrances,  security
               agreements, equities, options, claims, charges, and restrictions.
               Shareholders each have full power to transfer the shares to Buyer
               without  obtaining  the  consent  or  approval  of any  person or
               governmental authority.

          (d)  Corporation  has no  subsidiaries  and does not own,  directly or
               indirectly,  any interest or investment  (whether equity or debt)
               in  any  corporation,  partnership,  business,  trust,  or  other
               entity.

          (e)  The  Corporation's  financial  statements  provided to Buyer have
               been prepared in accordance  with buyer's  approval and generally
               accepted   accounting   principles   consistently   followed   by
               Corporation throughout the periods indicated,  and fairly present
               the financial  position of Corporation as of the respective dates
               of  those  statements,  and  the  results  of  the  Corporation's
               operations for the respective periods indicated.

          (f)  Corporation does not have any debt,  liability,  or obligation of
               any nature, whether accrued, absolute,  contingent, or otherwise,
               and  whether  due or to  become  due,  that is not  reflected  in
               Corporation's financial statements provided to Buyer or otherwise
               disclosed  in  writing  to Buyer.  All  debts,  liabilities,  and
               obligations  incurred after the date of the financial  statements
               provided  to  Buyer  were  incurred  in the  ordinary  course  of
               business,  and are usual and normal in amount  both  individually
               and in the aggregate.

<PAGE>

          (g)  Within the times and in the manner prescribed by law, Corporation
               has filed all federal,  state,  and local tax returns required by
               law and has paid all taxes,  assessments,  and  penalties due and
               payable.  There are no present disputes as to taxes of any nature
               payable by Corporation.

          (h)  The  Corporation's  lease of its principal  office at 541-A Birch
               Street, Lake Elsinore, California is valid and in full force, and
               there does not exist any  default  or event  that with  notice or
               lapse of time,  or both,  would  constitute a default  under that
               lease.

          (i)  Selling  Parties,  and each of  them,  have no  knowledge  of any
               hazardous waste  liabilities of the business as encompassed in 42
               U.S.C.  ss. 9601, et seq. or any other  relevant state or federal
               statute,  nor  do  the  premises  of  the  business  contain  any
               underground storage tanks,  asbestos building  materials,  or any
               other hazardous substances that require or may require removal or
               other remedial attention.

          (j)  The Corporation's  inventories of raw materials, work in process,
               and finished goods (collectively called "inventories") consist of
               items of a  quality  and  quantity  useable  and  salable  in the
               ordinary course of the Corporation's  business.  Except for sales
               made in the ordinary course of business,  all the inventories are
               the  property  of  Corporation.  No items are subject to security
               interest, except as otherwise disclosed in writing to Buyer.

          (k)  Exhibit 4 to this  Agreement is a complete and accurate  schedule
               describing  all  automobiles,  machinery,  equipment,  furniture,
               supplies,  tools, and all other tangible  personal property owned
               by, in the  possession  of, or used by  Corporation in connection
               with its business,  except inventories of raw materials,  work in
               process,  and finished  goods.  The property  listed in Exhibit 4
               constitutes all such tangible personal property necessary for the
               operation by Corporation of its business as now conducted.

          (l)  Except as stated  in  Exhibit  5, no  personal  property  used by
               Corporation  in  connection  with its  business is held under any
               lease,  security agreement,  conditional sales contract, or other
               title retention or security arrangement, or is located other than
               in Corporation's possession.

          (m)  Exhibit 6 to this  Agreement is a complete and accurate  schedule
               of the Corporation's  accounts receivable as of October 31, 2000,
               together with an accurate aging of these accounts. These accounts
               receivable,  and all accounts  receivable of Corporation  created
               after that date, arose from valid sales in the ordinary course of
               business.  These  accounts have been collected in full since that
               date, or are collectible at their full amounts.  If following the

<PAGE>
               Closing, any of such accounts, or any accounts receivable arising
               between  October  31,  2000 and the  Closing,  to the extent then
               remaining  unpaid,  are not paid in full on demand when due,  the
               Selling  Parties,  immediately upon notice from the Buyer to that
               effect,  will pay the full amount thereof to the  Corporation or,
               if the Buyer so specifies, to the Buyer, in exchange for delivery
               to the Selling Parties of an assignment of the defaulted  account
               or accounts.

          (n)  Exhibit 7 to this  Agreement  is a schedule  of all trade  names,
               trademarks,    service   marks,    and   copyrights   and   their
               registrations,  owned by Corporation or in which  Corporation has
               any rights or  licenses,  together  with a brief  description  of
               each. To the best of seller's  knowledge the  Corporation has not
               infringed,  and  is  not  now  infringing,  on  any  trade  name,
               trademark,  service  mark,  or  copyright  belonging to any other
               person,  firm, or corporation.  Except as set forth in Exhibit 7,
               Corporation  is  not  a  party  to  any  license,  agreement,  or
               arrangement,  whether as licensor,  licensee, or otherwise,  with
               respect  to  any  trademarks,  service  marks,  trade  names,  or
               applications  for them, or any  copyrights.  Corporation  owns or
               holds adequate  licenses or other rights to use, all  trademarks,
               service  marks,  trade names,  and  copyrights  necessary for its
               business as now  conducted,  and such use does not, and will not,
               conflict  with,  infringe on, or otherwise  violate any rights of
               others.

          (o)  Exhibit  8 to  this  Agreement  is a  complete  schedule  of  all
               patents, inventions,  industrial models, processes,  designs, and
               applications  for patents owned by Corporation or in which it has
               any rights, licenses, or immunities. The patents and applications
               for  patents  listed in Exhibit 8 are valid and in full force and
               effect and are not  subject to any taxes,  maintenance  fees,  or
               actions  falling  due within  ninety  (90) days after the Closing
               Date.  Except as otherwise  disclosed to Buyer in writing,  there
               have  not  been  any  interference  actions  or  other  judicial,
               arbitration,   or  other  adversary  proceedings  concerning  the
               patents  or  applications  for  patents  listed in Exhibit 8. The
               manufacture, use, or sale of the inventions, models, designs, and
               systems  covered by the  patents  and  applications  for  patents
               listed in Exhibit 8 do not  violate or  infringe on any patent or
               any  proprietary  or  personal  right  of any  person,  firm,  or
               corporation;  and  Corporation  has not  infringed and is not now
               infringing on any patent or other right  belonging to any person,
               firm, or corporation.  Except as otherwise  disclosed to Buyer in
               writing, Corporation is not a party to any license, agreement, or
               arrangement,  whether as licensee,  licensor, or otherwise,  with
               respect to any patent, application for patent, invention, design,
               model,  process,  trade secret,  or formula.  Corporation has the
               right  and  authority  to use  such  inventions,  trade  secrets,
               processes,  models,  designs,  and  formulas as are  necessary to
               enable it to conduct and to continue to conduct all phases of its
               business  in the manner  presently  conducted,  and that use does
               not,  and will not,  conflict  with,  infringe on, or violate any
               patent or other rights of others.

<PAGE>

          (p)  Exhibit 9 to this Agreement is a true and complete list,  without
               extensive  or  revealing  descriptions,  of  Corporation's  trade
               secrets,  including  all  customer  lists,  processes,  drawings,
               specifications,  know-how and other  technical data. The specific
               location  of each trade  secret's  documentation,  including  its
               complete description,  specifications,  charts,  procedures,  and
               other material  relating to it, is also set forth with it in that
               exhibit. Each trade secret's documentation is current,  accurate,
               and  sufficient  in detail and  without  reliance  on the special
               knowledge or memory of others.  Corporation  is the sole owner of
               each of  these  trade  secrets,  free  and  clear  of any  liens,
               encumbrances,  restrictions,  or legal  or  equitable  claims  of
               others. Corporation has taken all reasonable security measures to
               protect the  secrecy,  confidentiality,  and value of these trade
               secrets.  Any of  Corporation's  employees  and any other persons
               who, either alone or in concert with others, developed, invented,
               discovered,  derived,  programmed,  or designed these secrets, or
               who have knowledge of or access to information  relating to them,
               have been put on notice and, if  appropriate,  have  entered into
               agreements  (as disclosed on Exhibit 9 hereto) that these secrets
               are  proprietary  to  Corporation  and are not to be  divulged or
               misused.   All  these  trade  secrets  are  presently  valid  and
               protectible,  and  are  not  part  of  the  public  knowledge  or
               literature,  nor to  Selling  Parties'  knowledge  have they been
               used,  divulged,  or appropriated  for the benefit of any past or
               present  employees  or  other  persons,  or to the  detriment  of
               Corporation.

          (q)  All real property and tangible  personal  property of Corporation
               that are necessary to the operation of its businesses are in good
               operating condition and repair, ordinary wear and tear excepted.

          (r)  Exhibit  10  to  this  Agreement  is a  list  of  all  employment
               contracts and all pension, bonus,  profit-sharing,  stock option,
               or  other  agreements  or  arrangements  providing  for  employee
               remuneration or benefits to which  Corporation is a party. To the
               best of Selling Parties' knowledge, Corporation is not in default
               under any of these agreements.

          (s)  Exhibit 11 to this  Agreement is a  description  of all insurance
               policies held by Corporation  concerning its business,  including
               any products liability or "key man" policies.  All these policies
               are in the respective  principal amounts set forth in Exhibit 11.
               Corporation has maintained and now maintains (1) insurance on all
               its assets and businesses of a type customarily insured, covering
               property damage and loss of income by fire or other casualty, and
               (2)  adequate  insurance   protection  against  all  liabilities,
               claims, and risks against which it is customary to insure.

<PAGE>

          (t)  Corporation  has  complied  with,  and is not  in  violation  of,
               applicable   federal,   state,  or  local  statutes,   laws,  and
               regulations affecting the operation of its business.

          (u)  Except  as  disclosed  to  Buyer  in  writing,  there is no suit,
               action,   arbitration,   or  legal,   administrative,   or  other
               proceeding,  or governmental  investigation  pending,  or, to the
               best knowledge of Shareholders or Corporation, threatened against
               or affecting  Corporation or its business,  assets,  or financial
               condition.  Corporation  is not in  default  with  respect to any
               order, writ, injunction, or decree of any federal, state or local
               court, agency or instrumentality.

          (v)  The  consummation  of  the  transactions   contemplated  by  this
               Agreement  will not result in or constitute any of the following:
               (1) a breach of any term or  provision of this  Agreement;  (2) a
               default or an event  that,  with notice or lapse of time or both,
               would be a default,  breach,  or  violation  of the  articles  of
               incorporation or by-laws of Corporation,  or any lease,  license,
               promissory   note,   conditional   sales  contract,   commitment,
               indenture,   mortgage,   deed  of  trust,  or  other   agreement,
               instrument,   or   arrangement   to  which  any   Shareholder  or
               Corporation is a party or by which any of them or the property of
               any of them is bound; (3) an event that would permit any party to
               terminate  any  agreement  or to  accelerate  the maturity of any
               indebtedness  or  other  obligation  of  Corporation;  or (4) the
               creation or imposition of any lien, charge, or encumbrance on any
               of the Corporation's assets.

          (w)  Selling  Parties  have the  right,  power,  legal  capacity,  and
               authority to enter into and perform their respective  obligations
               under this Agreement, and no approvals or consents of any persons
               other than Selling  Parties are necessary in connection  with it.
               The execution and delivery of this Agreement by  Corporation  has
               been duly authorized by its board of directors.

          (x)  Selling  Parties have furnished to Buyer for its  examination (1)
               copies  of  the  Corporation's   articles  of  incorporation  and
               by-laws;   (2)  the  Corporation's  minute  book  containing  all
               proceedings, consents, actions, and meetings of the Corporation's
               Shareholders  and board of directors;  and (3) the  Corporation's
               stock  transfer  book setting  forth all transfers of any capital
               stock.

<PAGE>

     3.02.  Statement  of Full  Disclosure  For  Buyer.  None  of the  foregoing
representations  and warranties made by Shareholders or Corporation,  or made in
any certificate or memorandum furnished or to be furnished by any of them, or on
their behalf,  contains or will contain any untrue statement of a material fact,
or omit any material fact the omission of which would be misleading.

     4. Buyer's Representations and Warranties.

     4.01. Buyer's Representations and Warranties. Buyer represents and warrants
that it is a corporation  duly organized,  existing,  and in good standing under
the laws of the State of Nevada  and is duly  qualified  to do  business  in the
State of  California.  The  execution  and  delivery of this  Agreement  and the
consummation  of this  transaction by Buyer have been duly authorized by Buyer's
board of directors,  and no further corporate  authorization is necessary on the
part of Buyer.

     5. Selling Parties' Obligations Before Closing.

     5.01. Selling Parties' Pre-Closing Covenants. Selling Parties covenant that
from the Effective Date of this Agreement until the Closing:

     (a)  Buyer and its counsel, accountants, and other representatives,  shall,
          after the execution  hereof,  have full access during normal  business
          hours  to  all  assets,  books,  accounts,   records,  contracts,  and
          documents of, or relating to, the  Corporation.  Selling Parties shall
          furnish or cause to be furnished to Buyer and its  representatives all
          data and information concerning the business,  finances, and assets of
          Corporation that may reasonably be requested.

     (b)  Corporation shall carry on its business and activities  diligently and
          in substantially  the same manner as they previously have been carried
          out, and shall not make or institute  any unusual or novel  methods of
          manufacture,   purchase,  sale,  lease,  management,   accounting,  or
          operation  that  will  vary  materially  from  those  methods  used by
          Corporation as of the Effective Date of this Agreement.

     (c)  Corporation  will use its best efforts (without making any commitments
          on behalf of Buyer) to preserve its business  organization  intact, to
          keep available to Corporation its present officers and employees,  and
          to preserve its present relationships with suppliers,  customers,  and
          others having business relationships with them.

     (d)  Corporation  will  not:(i)  amend its  articles  of  incorporation  or
          by-laws,  (ii) issue any shares of its capital  stock,  (iii) issue or
          create any warrants, obligations,  subscriptions, options, convertible
          securities,  or other commitments under which any additional shares of
          its  capital  stock of any  class  might  be  directly  or  indirectly
          authorized,  issued, or transferred from treasury, or (iv) agree to do
          any of the acts listed above.

<PAGE>

     (e)  Corporation will continue to carry its existing insurance,  subject to
          variations  in amounts  required  by the  ordinary  operations  of its
          business.  At the request of Buyer and at Buyer's  sole  expense,  the
          amount of insurance  against fire and other  casualties  that,  at the
          Effective Date of this  Agreement,  Corporation  carries on any of its
          properties or in respect of its operations  shall be increased by such
          amount or  amounts  as Buyer  shall  specify.  Buyer  will  cause loss
          payable  endorsements  to be  added to all of the  insurance  policies
          listed on Exhibit  11, the cost,  if any, of such  endorsements  to be
          borne by the Buyer.

     (f)  Corporation  will not do, or agree to do, any of the  following  acts:
          (i) grant any increase in salaries payable or to become payable by it,
          to any officer,  employee,  sales agent,  or  representative;  or (ii)
          increase  benefits payable to any officer,  employee,  sales agent, or
          representative  under any bonus or pension  plan or other  contract or
          commitment.

     (g)  Corporation will not, without Buyer's written consent,  do or agree to
          do any of the following acts: (i) enter into any contract, commitment,
          or transaction  not in the usual and ordinary  course of its business;
          (ii) enter into any contract,  commitment, or transaction in the usual
          and  ordinary  course of business  involving an amount  exceeding  $0,
          individually,   or  $0  in  the  aggregate;  (iii)  make  any  capital
          expenditure  in  excess  of $0  for  any  single  item  or  $0 in  the
          aggregate,  or enter into any leases of capital  equipment or property
          under which the annual  lease  charge is in excess of $0; or (iv) sell
          or dispose of any capital assets with a net book value in excess of $0
          individually, or $0 in the aggregate.

     (h)  Corporation  will not: (i) declare,  set aside, or pay any dividend or
          make any  distribution in respect of its capital stock;  (ii) directly
          or indirectly purchase, redeem, or otherwise acquire any shares of its
          capital stock;  or (iii) enter into any agreement  obligating it to do
          either of the foregoing acts.

     (i)  Corporation  will not do, or agree to do, any of the  following  acts:
          (i) pay any obligation or liability,  fixed or contingent,  other than
          current  liabilities;  (ii) waive or compromise any right or claim; or
          (iii)  cancel,   without  full  payment,  any  note,  loan,  or  other
          obligation owing to Corporation.

     (j)  Corporation will not modify,  amend,  cancel,  or terminate any of its
          existing contracts or agreements, or agree to do any of those acts.

<PAGE>

     (k)  At the request of Buyer, Corporation will document and describe any of
          its trade  secrets,  processes,  or business  procedures  specified by
          Buyer,  in form and  content  satisfactory  to Buyer,  subject  to the
          provision of Section 6.01, below.

     5.02. Truth of  Representations  and Warranties.  All  representations  and
warranties  of Selling  Parties set forth in this  Agreement  and in any written
statements  delivered to Buyer by Selling Parties under this Agreement will also
be true and correct as of the Closing Date as if made on that date.

     6. Buyer's Obligations Before Closing.
       -----------------------------------

     6.01.  Information  to Be Held in  Confidence.  Whether or not the  Closing
shall take place,  Selling  Parties waive any cause of action,  right,  or claim
arising out of the access of Buyer or its  representatives  to any trade secrets
or other  confidential  business  information of Corporation  from the Effective
Date of this  Agreement  until the  Closing  Date,  except  for the  intentional
competitive  misuse by Buyer or its  representatives  of such  trade  secrets or
other  confidential  business  information  if the Closing  does not take place.
Notwithstanding  the  foregoing,  Buyer agrees that unless and until the Closing
has been consummated, it and its officers,  directors, and other representatives
will use their  best  efforts to hold in strict  confidence,  and not use to the
detriment  of any  Shareholder  or the  Corporation,  all data  and  information
obtained in connection  with this  transaction  or Agreement with respect to the
Corporation's  business. If the transactions  contemplated by this Agreement are
not  consummated,  Buyer  will  return  to  Selling  Parties  all the  data  and
information  that Selling  Parties may reasonably  request,  including,  but not
limited to,  worksheets,  test reports,  manuals,  lists,  memoranda,  and other
documents  prepared  by or made  available  to Buyer  in  connection  with  this
transaction.

     7. Conditions Precedent to Buyer's Performance.
        -------------------------------------------

     7.01. Conditions Precedent. The obligations of Buyer to purchase the Shares
under this Agreement are subject to the satisfaction,  at or before the Closing,
of all of the following conditions set forth in paragraphs (a) to (m). Buyer may
waive any or all of these  conditions  in whole or in part without prior notice;
provided,  however, that such waiver shall be in writing and that no such waiver
of a condition shall  constitute a waiver by Buyer of any of its other rights or
remedies,  at law or in equity,  if any  Shareholder  or the  Corporation  is in
default of any of their  representations,  warranties,  or covenants  under this
Agreement.

     (a)  Except as otherwise  permitted by this Agreement,  all representations
          and warranties by each of the Selling  Parties in this Agreement or in
          any written  statement that shall be delivered to Buyer by any of them
          under this  Agreement  shall be true on and as of the Closing  Date as
          though made at that time.

<PAGE>

     (b)  Selling Parties shall have performed, satisfied, and complied with all
          covenants, agreements, and conditions required by this Agreement to be
          performed or complied  with by them,  or any of them, on or before the
          Closing Date.

     (c)  Until the Closing Date, there shall not have been any material adverse
          change in the  financial  condition  or the results of  operations  of
          Corporation and the Corporation  shall not have sustained any material
          loss or damage to its assets,  whether or not insured, that materially
          affects its ability to conduct its business.

     (d)  Buyer  shall have  received a  certificate,  dated the  Closing  Date,
          signed  and  verified  by each  Shareholder  and by the  Corporation's
          president  and treasurer  certifying,  in such detail as Buyer and its
          counsel may  reasonably  request,  that the  conditions  specified  in
          paragraphs (a) through (c) have been fulfilled.

     (e)  Buyer shall have received from Selling Parties,  a statement dated the
          Closing Date, in form and substance satisfactory to Buyer, that:

          (i)  Corporation is a corporation  duly organized and validly existing
               and in good  standing  under the laws of the State of  California
               and has all  necessary  corporate  power to own its assets as now
               owned and operate its business as now operated;

          (ii) The authorized  capital stock of  Corporation  consists of 10,000
               shares of common  stock --, of which 1,000  shares,  and no more,
               are issued and  outstanding.  All outstanding  shares are validly
               issued, fully paid, and nonassessable.  To the best knowledge and
               belief  of  counsel,  there  are  no  outstanding  subscriptions,
               options,  rights,  warrants,  convertible  securities,  or  other
               agreements  or  commitments  obligating  Corporation  to issue or
               transfer  from  treasury  any  additional  shares of its  capital
               stock.  Corporation  does not have any  subsidiaries and does not
               own,   directly  or  indirectly,   any  equity  security  of  any
               corporation;

          (iii)This  Agreement  has been duly and validly  authorized  and, when
               executed and delivered by all Selling Parties,  will be valid and
               binding on each of them and  enforceable  in accordance  with its
               terms, except as limited by bankruptcy and insolvency laws and by
               other laws affecting the rights of creditors generally;

          (iv) Shareholders are the owners,  beneficially and of record,  of all
               the  issued  and  outstanding  shares  of the  capital  stock  of
               Corporation, free and clear of all liens, encumbrances, equities,
               options,  claims,  charges, and restrictions and each Shareholder

<PAGE>
               has full power to transfer such shares to Buyer without obtaining
               the  consent  or  approval  of any other  person or  governmental
               authority;

          (v)  Except as otherwise  disclosed to Buyer in writing,  such counsel
               does  not  know  of any  suit,  action,  arbitration,  or  legal,
               administrative, or other proceeding or governmental investigation
               pending or  threatened  against or affecting  Corporation  or its
               business or assets, or financial or other condition;

          (vi) Neither the  execution  nor  delivery of this  Agreement  nor the
               consummation of the  transaction  contemplated in this Agreement,
               will  constitute:  (a) a default  under or violation or breach of
               Corporation's   articles  of  incorporation,   by-laws,   or  any
               indenture,  license, lease, franchise,  mortgage,  instrument, or
               other agreement to which any of Selling Parties is a party, or by
               which they or the Corporation's assets may be bound; (b) an event
               that would  permit any party to any  agreement or  instrument  to
               terminate it or to accelerate the maturity of any indebtedness or
               other  obligation  of  Corporation,  or (c) an event  that  would
               result in the  creation or  imposition  of any lien,  charge,  or
               encumbrance on any asset of Corporation;

          (vii)Corporation  has good and  marketable  title to all of its assets
               and properties, including those described in the exhibits to this
               Agreement, free and clear of all liens,  encumbrances,  equities,
               conditional sales contracts,  security  interests,  charges,  and
               restrictions,  except  as set  forth  in  this  Agreement  or its
               exhibits.

               In rendering their opinion,  counsel for Selling Parties may rely
               on  certificates  of officers and directors of  Corporation as to
               factual matters.

          (f)  No  action,   suit,  or  proceeding   before  any  court  or  any
               governmental  body or  authority  pertaining  to the  transaction
               contemplated by this Agreement or to its consummation  shall have
               been instituted or threatened on or before the Closing Date.

          (g)  Buyer  shall  have  received  from  Corporation's   President  or
               Corporation's  independent public accountant, a letter, dated the
               Closing  Date,  that on the  basis of a  limited  review  (not an
               audit) of the latest available accounting records of Corporation,
               consultations with other responsible  officers of Corporation and
               the  Shareholders,  and other pertinent  inquiries that they deem
               necessary,  they have no reason to believe that during the period
               ending October 31, 2000 to a specified date, there was any change

<PAGE>
               in the  financial  condition  or  results  of  the  Corporation's
               operations,  except  changes  incurred in the  ordinary and usual
               course of its business  during that period that in the  aggregate
               are not materially adverse, and other changes or transactions, if
               any, contemplated by this Agreement.

          (h)  The execution and delivery of this Agreement by Corporation,  and
               the performance of its covenants and obligations  under it, shall
               have been duly authorized by all necessary  corporate action, and
               Buyer shall have received copies of all resolutions pertaining to
               that authorization,  certified  respectively by the Corporation's
               secretary.

          (i)  Buyer shall have  received a tax  clearance  certificate  for the
               Corporation,  as of a date not more than ten (10) days before the
               Closing Date, from the State of California Franchise Tax Board.

          (j)  Buyer shall have received a Certificate of Release from the State
               of California Employment  Development Department stating that, as
               of a date not more than ten (10) days before the Closing Date, no
               contributions,  interest,  or penalties  are due that  department
               from Corporation.

          (k)  All  necessary  agreements  and  consents  of any  parties to the
               consummation of the transactions  contemplated by this Agreement,
               or otherwise  pertaining to the matters covered by it, shall have
               been obtained by Selling Parties and delivered to Buyer.

          (m)  Employment  agreements  in the form set forth in Exhibit 2, dated
               the Closing Date,  shall have been executed and delivered by each
               Shareholder to Buyer.

          (n)  Except as otherwise  requested by Buyer,  Selling  Parties  shall
               have  delivered  to Buyer  the  written  resignations  of all the
               officers and directors of Corporation. Selling Parties will cause
               any other action to be taken with  respect to these  resignations
               that Buyer may reasonably request.

          (o)  The  form  and  substance  of  all   certificates,   instruments,
               opinions,  and other  documents  delivered  to Buyer  under  this
               Agreement  shall be  satisfactory  in all reasonable  respects to
               Buyer and its counsel.

<PAGE>

     8. Conditions Precedent to Selling Parties' Performance.
        ----------------------------------------------------

     8.01.  Conditions  Precedent.  The  obligations of Shareholders to sell and
transfer the Shares under this Agreement are subject to the satisfaction,  at or
before the Closing, of all the following conditions:

          (a)  All  representations  and  warranties by Buyer  contained in this
               Agreement  or in any written  statement  delivered by Buyer under
               this  Agreement  shall be true on and as of the Closing as though
               such  representations  and warranties were made on and as of that
               date.

          (b)  Buyer shall have  performed  and complied  with all covenants and
               agreements,  and satisfied all conditions  that it is required by
               this Agreement to perform,  comply with, or satisfy, before or at
               the Closing.

          (c)  Buyer shall have furnished Selling Parties with an opinion, dated
               the Closing Date, of Lagerlof,  Senecal, Bradley, Gosney & Kruse,
               LLP,  counsel for Buyer,  in form and substance  satisfactory  to
               Selling Parties and their counsel, to the effect that:

               (i)  Buyer is a corporation duly organized, validly existing, and
                    in good standing under the laws of the State of Nevada,  and
                    has all requisite corporate power to perform its obligations
                    under this Agreement;

               (ii) All  corporate   proceedings  required  by  law  or  by  the
                    provisions  of this  Agreement  to be  taken  by Buyer on or
                    before the Closing Date,  in  connection  with the execution
                    and delivery of this Agreement and the  consummation  of the
                    transactions  contemplated by this Agreement, have been duly
                    and validly taken;

               (iii)Buyer has the  corporate  power and authority to acquire the
                    shares  for the  consideration  set forth in  Section  1.02,
                    above;

               (iv) Every  consent,  approval,  authorization,  or  order of any
                    court or  governmental  agency or body that is required  for
                    the consummation by Buyer of the  transactions  contemplated
                    by this Agreement has been obtained and will be in effect on
                    the Closing Date;

               (v)  The  consummation of the  transactions  contemplated by this
                    Agreement   does  not  violate  or  contravene  any  of  the
                    provisions of any charter, by-law, or resolution of Buyer or
                    of any  indenture,  agreement,  judgment,  or order to which
                    Buyer is a party or by which Buyer is bound.

<PAGE>

               In  rendering  their  opinion,  counsel  for  Buyer  may  rely on
               certificates  of  governmental  authorities  and on  opinions  of
               associate counsel.

          (d)  The board of directors  shall have duly  authorized  and approved
               the  execution  and delivery of this  Agreement and all corporate
               action necessary or proper to fulfill the obligations of Buyer to
               be performed under this Agreement on or before the Closing Date.

     9. Selling Parties' Obligations After Closing.
        ------------------------------------------

     9.01.  Seller's  Indemnity.  Selling  Parties,  and  each  of  them,  shall
indemnify,  defend, and hold harmless Buyer from and against any and all claims,
demands, losses, costs, expenses, obligations, liabilities, damages, recoveries,
and deficiencies, including interest, penalties, and reasonable attorneys' fees,
that it may incur or suffer,  which arise,  result from, or relate to any breach
of, or failure by Selling  Parties  to  perform,  any of their  representations,
warranties,  covenants,  or  agreements  in this  Agreement or in any  schedule,
certificate,  exhibit,  or other  instrument  furnished  or to be  furnished  by
Selling  Parties under this Agreement,  including  Selling  Parties'  failure to
disclose any liabilities payable by the Corporation.

     9.02. Notice Regarding Seller's Indemnity. Buyer shall promptly notify
Selling Parties of the existence of any claim,  demand, or other matter to which
indemnification under Section 9.01 would apply, and shall give Selling Parties a
reasonable  opportunity  to defend the same at Selling  Parties' own expense and
with counsel of Selling Parties' own selection; provided that Buyer shall at all
times  also  have the  right  to fully  participate  in the  defense  at its own
expense.  If Selling Parties shall,  within a reasonable time after this notice,
fail to defend, Buyer shall have the right, but not the obligation, to undertake
the defense of, and to  compromise  or settle  (exercising  reasonable  business
judgment), the claim or other matter on behalf, for the account, and at the risk
of Selling  Parties.  If the claim is one that  cannot by its nature be defended
solely by Selling Parties (including,  without limitation,  any federal or state
tax proceeding),  then Buyer shall make available and cause  Corporation to make
available all  information  and assistance  that Selling  Parties may reasonably
request.

     9.03. Liquidated Damages. It is agreed that in the event of intentional
and significant  misrepresentation of the warranties known by the seller and set
forth in Section 3.01 of this Agreement for which it would be  impracticable  or
extremely  difficult to fix the actual damages  resulting to the Buyer from such
breach, and, therefore, the Selling Parties, jointly and severally, agree to pay
to Buyer, as liquidated damages, and not as a penalty, all amounts paid by Buyer
to the Selling  Parties until the date such breach is  discovered,  which amount
represents  a  reasonable  effort  by the  parties  hereto  to  estimate  a fair
compensation for the foreseeable losses that might result from such a breach. In
the event of an intentional  misrepresentation of the aforesaid  representations
and  warranties by the Selling  Parties,  the Buyer shall be entitled to set off
against  any sums that are owing or may  become  owing to the  Selling  Parties,
whether by reason of the terms of this  Agreement,  or otherwise,  the aforesaid
liquidated damages.

<PAGE>

     9.04. Non-Competition;  Confidentiality. Each Shareholder agrees that if he
or she resigns they will not at any time within the two-year period  immediately
following  the  Closing  Date,  directly or  indirectly,  engage in, or have any
interest in any person, firm, corporation,  or business (whether as an employee,
officer,  director, agent, security holder, creditor,  consultant, or otherwise)
that engages in, any activity  that is the same as,  similar to, or  competitive
with any activity now engaged in by  Corporation  (or any successor  thereto) in
any of those counties so long as Buyer or  Corporation  engages in such activity
in such counties.

     The parties intend that the covenant  contained in the preceding portion of
this section shall be construed as a series of separate covenants,  one for each
county specified.  Except for geographic  coverage,  each such separate covenant
shall be deemed  identical in terms to the covenant  contained in the  preceding
paragraph.  If, in any judicial proceeding,  a court shall refuse to enforce any
of  the  separate   covenants   deemed  included  in  this  section,   then  the
unenforceable  covenant shall be deemed eliminated from these provisions for the
purpose of those  proceedings  to the extent  necessary to permit the  remaining
separate covenants to be enforced.

     Each  Shareholder  further agrees not to divulge,  communicate,  use to the
detriment  of Buyer or  Corporation  or for the  benefit of any other  person or
persons, or misuse in any way, any confidential  information or trade secrets of
Corporation,   including  personnel  information,  secret  processes,  know-how,
customer lists,  recipes,  formulas,  or other technical data. Each  Shareholder
acknowledges  and agrees that any  information or data he or she has acquired on
any of these matters or items was received in  confidence  and as a fiduciary of
Corporation.

     10. Buyer's Obligations After Closing.
         ---------------------------------

         10.01.  Continuation  of Employee  Benefits.  Buyer  acknowledges  that
Selling Parties have advised Buyer of the employee benefits Corporation provides
to  its  employees,   including  pension  plan,  annual  vacations,  and  annual
discretionary bonuses. Buyer understands that the discontinuance of any of these
employment benefits might have a detrimental effect on employment  relationships
and on the business being  acquired,  but Buyer reserves the right after Closing
to  provide  such  employee  benefits  to  Corporation's  employees  as it deems
appropriate in its sole discretion.

<PAGE>

     11. Termination; Default.
         -------------------

     11.01. Conditions Permitting  Termination.  Either party may terminate this
Agreement on the Closing Date without liability to the other if:


          (a)  Any bona fide  action or  proceeding  is pending  against  either
               party on the  Closing  Date that could  result in an  unfavorable
               judgment,  decree,  or order that would  prevent or make unlawful
               the carrying out of this Agreement; or

          (b)  The legality and  sufficiency  of all steps taken and to be taken
               by the  parties  and  their  shareholders  in  carrying  out this
               Agreement  shall not have been approved by counsel as required by
               this Agreement; or

          (c)  Any condition precedent of either party, as set forth herein, has
               not been satisfied or waived.


     11.02. Defaults Permitting Termination.  If either Buyer or Selling Parties
materially  default  in the due and  timely  performance  of any of its or their
warranties,  covenants,  or agreements under this Agreement,  the non-defaulting
party or parties may on the  Closing  Date give  notice of  termination  of this
Agreement,  in the manner  provided in Section  12.11.  The notice shall specify
with  particularity  the default or  defaults on which the notice is based.  The
termination shall be effective three (3) days after the Closing Date, unless the
specified  default or defaults have been cured on or before this  effective date
for termination.

     11.03.  Specific  Performance and Waiver of Rescission Rights. Each party's
obligation  under this  Agreement is unique.  If any party should default in its
obligations under this Agreement,  the parties each acknowledge that it would be
extremely  impracticable  to measure the  resulting  damages.  Accordingly,  the
non-defaulting party, in addition to any other available rights or remedies, may
sue in equity for specific performance, and the parties each expressly waive the
defense that a remedy in damages will be adequate. Notwithstanding any breach or
default  by any of the  parties  of  any of  their  respective  representations,
warranties,  covenants,  or agreements under this Agreement, if the purchase and
sale contemplated by it shall be consummated at the Closing, each of the parties
waives any rights that it, he or she, may have to rescind this  Agreement or the

<PAGE>

transaction  consummated by it; provided,  however, this waiver shall not affect
any other rights or remedies  available to the parties  under this  Agreement or
under the law.

     12. Miscellaneous.
         -------------

     12.01.  Costs of the  Transaction.  Each of the parties shall pay all costs
and expenses it incurs or will incur in negotiating and preparing this Agreement
and in closing and carrying out the transactions contemplated by this Agreement,
including all attorneys' fees, accountants' fees and fees of any consultants any
party may engage.

     12.02. No Broker.  Each of the parties  represents and warrants that it has
dealt  with no  broker  or finder  in  connection  with any of the  transactions
contemplated  by this  Agreement,  and,  insofar as it knows, no broker or other
person is entitled to any  commission or finder's fee in connection  with any of
this  transaction.  Each party agrees to indemnify the other parties against and
hold the other parties harmless from any brokerage or finder's fees arising from
this transaction.

     12.03.  Headings.  The subject headings of the paragraphs and subparagraphs
of this Agreement are included for purposes of  convenience  only, and shall not
affect the construction or interpretation of any of its provisions.


     12.04. Entire Agreement;  Modification;  Waiver. This Agreement constitutes
the entire  agreement  between the  parties  pertaining  to the  subject  matter
contained  in it  and  supersedes  all  prior  and  contemporaneous  agreements,
representations, and understandings of the parties. No supplement, modification,
or amendment of this Agreement  shall be binding  unless  executed in writing by
all the parties.  No waiver of any of the provisions of this Agreement  shall be
deemed,  or shall  constitute,  a waiver of any other provision,  whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.

     12.05.  Counterparts.  This Agreement may be executed simultaneously in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

<PAGE>

     12.06. Parties in Interest.  Nothing in this Agreement,  whether express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the  obligation or liability of any third persons to any party to this
Agreement,  nor  shall  any  provision  give  any  third  persons  any  right of
subrogation or action over against any party to this Agreement.

     12.07.  Assignment.  This Agreement shall be binding on, and shall inure to
the  benefit  of,  the  parties  to  it  and  their  respective   heirs,   legal
representatives,  successors,  and  assigns;  provided,  however,  Buyer may not
assign  any  of  its  rights  under  it,  except  to a  wholly  owned-subsidiary
corporation of Buyer. No such assignment by Buyer to its wholly owned-subsidiary
shall relieve Buyer of any of its obligations or duties under this Agreement.

     12.08.  Arbitration.  Any  controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof, shall
be settled  by  arbitration  in San Diego,  California  in  accordance  with the
Commercial  Rules of the American  Arbitration  Association  then existing,  and
judgment  on  the  arbitration   award  may  be  entered  in  any  court  having
jurisdiction  over the subject matter of the controversy.  Arbitrators  shall be
persons  experienced  in  negotiating  and making and  consummating  acquisition
agreements.

     12.09.  Attorneys'  Fees. If any legal action or any  arbitration  or other
proceeding is brought for the  enforcement of this  Agreement,  or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Agreement,  the successful or prevailing party or parties
shall be entitled to recover  reasonable  attorneys' and  accountants'  fees and
other  costs  incurred in that  action or  proceeding,  in addition to any other
relief to which it or they may be entitled.

     12.10.  Nature  and  Survival  of  Representations  and  Obligations.   All
representations,  warranties, covenants, and agreements of the parties contained
in this Agreement, or in any instrument,  certificate, opinion, or other writing
provided for in it, shall survive the Closing.

     12.11.  Notices. All notices,  requests,  demands, and other communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given or on the third  (3rd) day after  mailing  if mailed to the party to
whom  notice is to be given,  by first  class  mail,  registered  or  certified,
postage prepaid, and properly addressed as follows:

<PAGE>

                    To Selling Parties at:   Bioconnect
                                             541-A Birch St.
                                             Lake Elsinore, CA  92530


                    To Buyer at:             RF INDUSTRIES, LTD.
                                             7610 Miramar Rd.
                                             San Diego, CA  92126-4202

                                             Telephone: (858) 549-6340

                                             Facsimile: (858) 549-6345

                                             E-Mail: rfi@rfindustries.com

Any party may change its address for  purposes of this  paragraph  by giving the
other parties written notice of the new address in the manner set forth above.


     12.12. Governing Law. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of California.

     12.13.  Severability.  In the event any  paragraph,  or  paragraphs of this
Agreement  shall  be  declared  to  be  illegal,   unenforceable,  or  otherwise
surplusage,  then, nevertheless,  all the remaining provisions of this Agreement
shall remain in full force and effect.

     12.14.  Preparation of Agreement.  The parties have participated jointly in
the negotiation  and drafting of this Agreement.  If an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly  by the  parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any party by virtue of the  authorship  of any of the
provisions of this Agreement.

<PAGE>

     12.15.  Press Releases and Public  Announcements.  No party shall issue any
press release or make any public announcement  relating to the subject matter of
this Agreement  prior to Closing without the prior written consent of the other,
which  consent  shall not be  unreasonably  conditioned,  withheld  or  delayed;
provided,  however, that any party may make any public disclosure it believes in
good faith is required  by  applicable  law or any listing or trading  agreement
concerning its  publicly-traded  securities (in which case the disclosing  party
will use its reasonable best efforts to advise the other parties prior to making
the disclosure).

In witness  whereof,  the parties to this Agreement have duly executed it on the
day and year first above written.



         "Corporation"                             "Buyer"

       BIOCONNECT, INC.                      RF INDUSTRIES, LTD.

       a California corporation              a Nevada corporation


       By: /s/ Richard Roberts               By: /s/ Howard F. Hill
         ----------------------------           --------------------------
         Richard Roberts, President             Howard F. Hill, President/CEO


       By: /s/  Leonard Malena               By: /s/ Terrie Gross
         ----------------------------          ---------------------------
          Leonard Malena, Secretary             Terrie Gross, Secretary

<PAGE>


      By: /s/ Richard Roberts
        -------------------------------
         Richard Roberts, Individually

      By: /s/ Leonard Malena
        ------------------------------
         Leonard Malena, Individually

      By: /s/ Phillip Booker
        -----------------------------
         Phillip Booker, Individually


<PAGE>



                                 SPOUSAL CONSENT

         The undersigned  acknowledges that she has read the foregoing Agreement
for Purchase and Sale of Stock and that she knows and approves of its  contents.
She is aware that by the terms of the Agreement, her husband's interest, and any
community property interest she may possess,  in the Shares conveyed  thereunder
will be transferred to the Buyer.

         The undersigned  hereby consents to the transfer of the Shares owned by
her  husband  to the  aforementioned  Buyer in  accordance  with the  terms  and
conditions of the foregoing Agreement.


 Dated:   November 25, 2000              By: /s/  M. Catherine Malena
                                           ------------------------------
                                            M. Catherine Malena

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>2000 STOCK OPTION PLAN
<TEXT>


                               RF INDUSTRIES, LTD.

                             2000 STOCK OPTION PLAN

                              AS ADOPTED EFFECTIVE

                                   MAY 5, 2000


<PAGE>







                               TABLE OF CONTENTS


                                                                            Page
                                                                           -----

ARTICLE 1.  INTRODUCTION...................................................... 1

ARTICLE 2.  ADMINISTRATION.................................................... 1
          2.1  Committee  Composition......................................... 1
          2.2  Powers of the Committee........................................ 1
          2.3  Committee for Non-Officer Grants .............................. 2

ARTICLE 3.  SHARES AVAILABLE FOR GRANTS........................................2
          3.1  Basic Limitation............................................... 2
          3.2  Annual Increase in Shares ..................................... 3
          3.3  Additional Shares ............................................. 3

ARTICLE 4.  ELIGIBILITY........................................................3
          4.1  Incentive Stock Options........................................ 3
          4.2  Other Grants................................................... 3

ARTICLE 5.  OPTIONS............................................................3
          5.1  Stock Option Agreement..........................................3
          5.2  Number of Shares ...............................................3
          5.3  Exercise Price..................................................4
          5.4  Exercisability and Term.........................................4
          5.5  Manner of Exercise..............................................4
          5.6  Effect of Change in Control.....................................4
          5.7  Modification or Assumption of Options...........................4
          5.8  Buyout Provisions...............................................5

ARTICLE 6.  PAYMENT FOR OPTION SHARES..........................................5
          6.1  General Rule....................................................5
          6.2  Surrender of Stock..............................................5
          6.3  Exercise/Sale...................................................5
          6.4  Exercise/Pledge.................................................5
          6.5  Promissory Note.................................................6
          6.6  Other Forms of Payment..........................................6

ARTICLE 7.  PROTECTION AGAINST DILUTION........................................6
          7.1  Adjustments.....................................................6
          7.2  Dissolution or Liquidation......................................6
          7.3  Reorganizations.................................................6

ARTICLE 8.  AWARDS UNDER OTHER PLANS...........................................7

<PAGE>

ARTICLE 9.  LIMITATION ON RIGHTS...............................................7
          9.1  Retention Rights................................................7
          9.2  Stockholers' Rights.............................................7
          9.3  Conditions Upon Issuance of Common Shares.......................7

ARTICLE 10. WITHHOLDING TAXES..................................................8
         10.1  General.........................................................8
         10.2  Share Withholding...............................................8

ARTICLE 11. FUTURE OF THE PLAN.................................................8
         11.1  Term of the Plan................................................8
         11.2  Amendment or Termination........................................8
         11.3  Stockholder Approval............................................8
         11.4  Effect of Amendment or Termination..............................8

ARTICLE 12. LIMITATION ON PARACHUTE PAYMENTS...................................8
         12.1  Scope of Limitation.............................................8
         12.2  Basic Rule......................................................9
         12.3  Reduction of Payments...........................................9
         12.4  Overpayments and Underpayments..................................9
         12.5  Related Corporations...........................................10

ARTICLE 13. INDEMNIFICATION.................................................. 10

ARTICLE 14. PROVISION OF INFORMATION..........................................10

ARTICLE 15. DEFINITIONS.......................................................10

ARTICLE 16. EXECUTION.........................................................13





                                     ii

<PAGE>


                              RF INDUSTRIES, LTD.

                             2000 STOCK OPTION PLAN

ARTICLE 1.  INTRODUCTION.

     The Plan was adopted by the Board effective May 5, 2000. The purpose of the
Plan is to promote the  long_term  success of the  Company  and the  creation of
stockholder   value  by  (a)  encouraging   Employees,   Outside  Directors  and
Consultants to focus on critical  long_range  objectives,  (b)  encouraging  the
attraction and retention of Employees,  Outside  Directors and Consultants  with
exceptional  qualifications  and (c) linking  Employees,  Outside  Directors and
Consultants directly to stockholder interests through increased stock ownership.
The Plan seeks to achieve this  purpose by  providing  for Awards in the form of
Options  (which may constitute  incentive  stock options or  nonstatutory  stock
options). Terms defined herein shall have the meanings set forth in "Article 2 -
Definitions."

     The Plan shall be governed by, and construed in accordance with, the
laws of the State of Nevada (except their choice_of_law provisions).

ARTICLE 2.  ADMINISTRATION.

     2.1Committee Composition . The Plan shall be administered by the Committee.
The Committee shall consist exclusively of two or more directors of the Company,
who shall be  appointed  by the  Board.  In  addition,  the  composition  of the
Committee  shall  satisfy  such  requirements  as the  Securities  and  Exchange
Commission  may  establish  for  administrators  acting under plans  intended to
qualify for  exemption  under Rule 16b_3 (or its  successor)  under the Exchange
Act.

     2.2 Powers of the Committee . Subject to the  provisions  of the Plan, and,
subject to the specific  duties  delegated by the Board to such  Committee,  the
Committee shall have the authority, in its discretion:

          (a)  to  determine  the Fair  Market  Value of the Common  Shares,  in
               accordance with Section 15 of the Plan;

          (b)  to select the  Consultants  and  Employees  to whom Awards may be
               granted hereunder;

          (c)  to determine whether and to what extent Awards or any combination
               thereof are granted hereunder;

                                       1

<PAGE>

          (d)  to  determine  the number of Common  Shares to be covered by each
               Award granted hereunder;

          (e)  to approve forms of agreement for use under the Plan;

          (f)  to determine the terms and conditions,  not inconsistent with the
               terms of the Plan, of any Award granted hereunder. Such terms and
               conditions  include,  but are not limited to, the exercise price,
               the time or times  when  Awards  may be  exercised  (which may be
               based on  performance  criteria),  any vesting,  acceleration  or
               waiver  of  forfeiture  restrictions,   and  any  restriction  or
               limitation  regarding  any Awards or the Common  Shares  relating
               thereto, based in each case on such factors as the Committee,  in
               its sole discretion, shall determine;

          (g)  to construe and interpret the terms of the Plan;

          (h)  to prescribe, amend and rescind rules and regulations relating to
               the Plan;

          (i)  to determine whether and under what circumstances an Award may be
               settled in cash instead of Common Shares or Common Shares instead
               of cash;

          (j)  to reduce the exercise price of any Award;

          (k)  to modify or amend each Award (subject to the Plan);

          (l)  to  authorize  any person to execute on behalf of the Company any
               instrument  required  to effect the grant of an Award  previously
               granted by the Board;

          (m)  to determine the terms and restrictions applicable to Awards; and

          (n)  to make all other  determinations  deemed  necessary or advisable
               for administering the Plan.

     2.3 Committee for  Non_Officer  Grants  . The  Board  may  also  appoint  a
secondary  committee  of the  Board,  which  shall  be  composed  of one or more
directors of the Company who need not satisfy the  requirements  of Section 2.1.
Such  secondary  committee may administer the Plan with respect to Employees and
Consultants  who are not  considered  officers or directors of the Company under
section  16 of the  Exchange  Act,  may  grant  Awards  under  the  Plan to such
Employees and  Consultants and may determine all features and conditions of such
Awards. Within the limitations of this Section 2.3, any reference in the Plan to
the Committee shall include such secondary committee.

                                       2

<PAGE>

ARTICLE 3.  SHARES AVAILABLE FOR GRANTS.

     3.1 Basic  Limitation.  Common  Shares  issued  pursuant to the Plan may be
authorized  but unissued  shares or treasury  shares.  The  aggregate  number of
Options  awarded  under  the Plan  shall not  exceed  (a)  300,000  plus (b) the
additional  Common Shares  described in Sections 3.2 and 3.3. The  limitation of
this Section 3.1 shall be subject to adjustment pursuant to Article 7.

     3.2 Annual Increase in Shares. As of January 1of each year, commencing with
the year 2001,  the  aggregate  number of Options that may be awarded  under the
Plan shall  automatically  increase by a number equal to the lesser of (a) 4% of
the total number of Common Shares then outstanding or (b) 10,000 Shares.

     3.3 Additional Shares. If Common Shares issued upon the exercise of Options
are forfeited,  then such Common Shares shall again become  available for Awards
under the Plan.  If Options are  forfeited  or  terminate  for any other  reason
before being exercised,  then the corresponding Common Shares shall again become
available  for  Awards  under  the  Plan.  The  foregoing  notwithstanding,  the
aggregate  number of Common  Shares  that may be issued  under the Plan upon the
exercise of ISOs shall not be increased when Common Shares are forfeited.

ARTICLE 4.  ELIGIBILITY.

     4.1 Incentive Stock Options. Only Employees who are common_law employees of
the Company,  a Parent or a Subsidiary  shall be eligible for the grant of ISOs.
In  addition,  an Employee who owns more than 10% of the total  combined  voting
power of all classes of  outstanding  stock of the Company or any of its Parents
or  Subsidiaries  shall  not be  eligible  for the  grant of an ISO  unless  the
requirements set forth in section 422(c)(6) of the Code are satisfied.

     4.2 Other Grants . Only Employees,  Outside Directors and Consultants shall
be eligible for the grant of NSOs under the Plan.

ARTICLE 5.  OPTIONS.

     5.1 Stock  Option  Agreement . Each grant of an Option under the Plan shall
be evidenced by a Stock Option  Agreement  between the Optionee and the Company.
Such  Option  shall be  subject to all  applicable  terms of the Plan and may be
subject to any other terms that are not  inconsistent  with the Plan.  The Stock
Option  Agreement  shall  specify  whether  the Option is an ISO or an NSO.  The
provisions  of the various Stock Option  Agreements  entered into under the Plan
need not be identical. Options may be granted in consideration of a reduction in
the Optionee's other  compensation.  A Stock Option Agreement may provide that a
new  Option  will  be  granted  automatically  to the  Optionee  when  he or she
exercises a prior  Option and pays the Exercise  Price in the form  described in
Section 6.2.


3

<PAGE>

     5.2 Number of Shares . Each Stock Option Agreement shall specify the number
of Common Shares  subject to the Option and shall provide for the  adjustment of
such  number in  accordance  with  Article 7. The  limitations  set forth in the
preceding sentence shall be subject to adjustment in accordance with Article 7.

     5.3 Exercise Price . Each Stock Option Agreement shall specify the Exercise
Price;  provided that the Exercise  Price under an ISO shall in no event be less
than 100% of the Fair  Market  Value of a Common  Share on the date of grant and
the  Exercise  Price under an NSO shall in no event be less than 85% of the Fair
Market Value of a Common Share on the date of grant.

     5.4 Exercisability and Term . Each Stock Option Agreement shall specify the
date  or  event  when  all  or  any  installment  of  the  Option  is to  become
exercisable,  which may include vesting requirements and/or performance criteria
with respect to the Company  and/or the  Optionee.  The Stock  Option  Agreement
shall also  specify  the term of the  Option;  provided  that the term of an ISO
shall in no event  exceed  10 years  from  the  date of  grant.  A Stock  Option
Agreement  may  provide  for  accelerated  exercisability  in the  event  of the
Optionee's  death,  disability or retirement or other events and may provide for
expiration  prior to the end of its term in the event of the  termination of the
Optionee's service.

     5.5  Manner of  Exercise  . An Option  shall be deemed  exercised  when the
Company  receives:  (i) notice of exercise (in accordance  with the Stock Option
Agreement)  from the person  entitled  to  exercise  the  Option,  and (ii) full
payment  for the Common  Shares with  respect to which the Option is  exercised.
Full payment may consist of any consideration  and method of payment  authorized
by the  Committee  and  permitted by the Stock Option  Agreement.  Common Shares
issued upon  exercise of an Option  shall be issued in the name of the  Optionee
or, if  requested  by the  Optionee,  in the name of the Optionee and his or her
spouse.  Until the Common  Shares are issued (as  evidenced  by the  appropriate
entry on the books of the Company or of a duly authorized  transfer agent of the
Company),  no  right to vote or  receive  dividends  or any  other  rights  as a
stockholder shall exist with respect to the Common Shares subject to the Option,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be  issued)  such  Common  Shares  promptly  after the Option is  exercised.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the Common Shares are issued, except as provided in Article
7 of the Plan.

     Exercising  an Option in any  manner  shall  decrease  the number of Common
Shares  thereafter  available,  both for purposes of the Plan and for sale under
the Option, by the number of Common Shares as to which the Option is exercised.

     5.6 Effect of Change in Control . The Committee may determine,  at the time
of granting an Option or thereafter,  that such Option shall become  exercisable
as to all or part of the Common Shares  subject to such Option in the event that
a Change in Control occurs with respect to the Company, subject to the following
limitation:

                                       4

<PAGE>


          (a)  In the case of an ISO, the acceleration of  exercisability  shall
               not occur without the Optionee's written consent.

     5.7  Modification  or Assumption of Options . Within the limitations of the
Plan,  the Committee  may modify,  extend or assume  outstanding  options or may
accept the  cancellation of outstanding  options (whether granted by the Company
or by another  issuer) in return for the grant of new  options for the same or a
different  number of shares and at the same or a different  exercise price.  The
foregoing  notwithstanding,  no  modification  of an Option  shall,  without the
consent  of the  Optionee,  alter or impair  his or her  rights  or  obligations
determined pursuant to the Option Agreement representing such Option.

     5.8 Buyout  Provisions . The Committee may at any time (a) offer to buy out
for a payment in cash or cash  equivalents an Option  previously  granted or (b)
authorize  an Optionee  to elect to cash out an Option  previously  granted,  in
either  case at such  time and  based  upon such  terms  and  conditions  as the
Committee shall establish.

ARTICLE 6.  PAYMENT FOR OPTION SHARES.

     6.1 General Rule . The entire  Exercise  Price of Common Shares issued upon
exercise  of Options  shall be payable in cash or cash  equivalents  at the time
when such Common Shares are purchased, except as follows:

          (a)  In the case of an ISO granted  under the Plan,  payment  shall be
               made only pursuant to the express  provisions  of the  applicable
               Stock Option  Agreement.  The Stock Option  Agreement may specify
               that payment may be made in any form(s) described in this Article
               6.

          (b)  In the  case of an NSO,  the  Committee  may at any  time  accept
               payment in any form(s) described in this Article 6.

     6.2 Surrender of Stock . To the extent that this Section 6.2 is applicable,
all or any part of the Exercise Price may be paid by surrendering,  or attesting
to the ownership of, Common Shares that are already owned by the Optionee.  Such
Common  Shares  shall be valued at their Fair Market  Value on the date when the
new  Common  Shares  are  purchased  under  the  Plan.  The  Optionee  shall not
surrender,  or attest to the  ownership  of,  Common  Shares in  payment  of the
Exercise Price if such action would cause the Company to recognize  compensation
expense (or  additional  compensation  expense)  with  respect to the Option for
financial reporting purposes.

     6.3 Exercise/Sale . To the extent that this Section 6.3 is applicable,  all
or any part of the  Exercise  Price  and any  withholding  taxes  may be paid by
delivering (on a form  prescribed by the Company) an irrevocable  direction to a
securities  broker  approved  by the  Company  to sell all or part of the Common
Shares  being  purchased  under the Plan and to deliver all or part of the sales
proceeds to the Company.

<PAGE>

     6.4  Exercise/Pledge  . To the extent that this Section 6.4 is  applicable,
all or any part of the Exercise Price and any  withholding  taxes may be paid by
delivering  (on a form  prescribed by the Company) an  irrevocable  direction to
pledge  all or part of the Common  Shares  being  purchased  under the Plan to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company.

     6.5  Promissory  Note . To the extent that this Section 6.5 is  applicable,
all or any part of the Exercise Price and any  withholding  taxes may be paid by
delivering  (on a form  prescribed  by the Company) a  full_recourse  promissory
note. However, to the extent required by state corporation law, the par value of
the Common Shares being purchased under the Plan, if newly issued, shall be paid
in cash or cash equivalents.

     6.6  Other  Forms of  Payment . To the  extent  that  this  Section  6.6 is
applicable,  all or any part of the Exercise Price and any withholding taxes may
be paid in any other form that is consistent with applicable  laws,  regulations
and rules.

ARTICLE 7.  PROTECTION AGAINST DILUTION.

     7.1 Adjustments . In the event of a subdivision of the  outstanding  Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend  payable  in a form other than  Common  Shares in an amount  that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by  reclassification  or otherwise) into a lesser
number of Common Shares, a recapitalization, a spin_off or a similar occurrence,
the Committee shall make such adjustments as it, in its sole  discretion,  deems
appropriate in one or more of:

     (a)  The number of Options available for future Awards under Article 3;

     (b)  The limitations set forth in Section 5.2;

     (c)  The number of Common Shares covered by each outstanding Option; or

     (d)  The Exercise Price under each outstanding Option.

Except as  provided  in this  Article 7, a  Participant  shall have no rights by
reason  of any  issue  by the  Company  of  stock  of any  class  or  securities
convertible  into stock of any class, any subdivision or consolidation of shares
of stock of any class,  the payment of any stock  dividend or any other increase
or decrease in the number of shares of stock of any class.

     7.2 Dissolution or Liquidation . To the extent not previously  exercised or
settled,  Options  shall  terminate  immediately  prior  to the  dissolution  or
liquidation of the Company.

<PAGE>

     7.3  Reorganizations . In the event that the Company is a party to a merger
or other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization. Such agreement shall provide for:

     (a)  The  continuation  of the  outstanding  Awards by the Company,  if the
          Company is a surviving corporation;

     (b)  The assumption of the outstanding Awards by the surviving  corporation
          or its parent or subsidiary;

     (c)  The  substitution  by  the  surviving  corporation  or its  parent  or
          subsidiary of its own awards for the outstanding Awards;

     (d)  Full  exercisability  or vesting  and  accelerated  expiration  of the
          outstanding Awards; or

     (e)  Settlement of the full value of the outstanding Awards in cash or cash
          equivalents followed by cancellation of such Awards.

ARTICLE 8.  AWARDS UNDER OTHER PLANS.

     The Company may grant awards under other plans or programs. Such awards may
be settled in the form of Common  Shares  issued  under this Plan.  Such  Common
Shares shall,  when issued,  reduce the number of Common Shares  available under
Article 3.

ARTICLE 9.  LIMITATION ON RIGHTS.

     9.1  Retention  Rights . Neither the Plan nor any Award  granted  under the
Plan  shall be deemed  to give any  individual  a right to  remain an  Employee,
Outside  Director or Consultant.  The Company and its Parents,  Subsidiaries and
Affiliates  reserve the right to terminate the service of any Employee,  Outside
Director or Consultant at any time, with or without cause, subject to applicable
laws,  the  Company's  certificate  of  incorporation  and by_laws and a written
employment agreement (if any).

     9.2  Stockholders'  Rights . A Participant  shall have no dividend  rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Award prior to the time when a stock  certificate for such
Common  Shares is  issued  or, if  applicable,  the time when he or she  becomes
entitled to receive such Common Shares by filing any required notice of exercise
and paying any required  Exercise  Price.  No adjustment  shall be made for cash
dividends  or other  rights  for which the  record  date is prior to such  time,
except as expressly provided in the Plan.


<PAGE>

     9.3 Conditions  Upon Issuance of Common Shares . Common Shares shall not be
issued  pursuant to the  exercise of an Award  unless the exercise of such Award
and the  issuance  and  delivery of such  Common  Shares  shall  comply with all
relevant provisions of law, including,  without limitation,  the Securities Act,
as amended,  the Exchange Act, the  securities  laws of applicable  states,  the
rules  and  regulations  promulgated   thereunder,   applicable  laws,  and  the
requirements  of any stock  exchange or  quotation  system upon which the Common
Shares  may then be  listed  or  quoted,  and shall be  further  subject  to the
approval of counsel for the Company with respect to such compliance.

ARTICLE 10.  WITHHOLDING TAXES.

     10.1 General . To the extent required by applicable  federal,  state, local
or foreign law, a Participant  or his or her successor  shall make  arrangements
satisfactory  to  the  Company  for  the  satisfaction  of any  withholding  tax
obligations  that arise in  connection  with the Plan.  The Company shall not be
required  to issue any  Common  Shares or make any cash  payment  under the Plan
until such obligations are satisfied.

     10.2 Share  Withholding . The Committee may permit a Participant to satisfy
all or part of his or her  withholding  or income tax  obligations by having the
Company  withhold all or a portion of any Common Shares that otherwise  would be
issued to him or her or by  surrendering  all or a portion of any Common  Shares
that he or she previously acquired.  Such Common Shares shall be valued at their
Fair Market Value on the date when taxes otherwise would be withheld in cash.

ARTICLE 11.  FUTURE OF THE PLAN.

     11.1  Term of the  Plan . The  Plan,  as set  forth  herein,  shall  become
effective on May 5, 2000. The Plan shall remain in effect until it is terminated
under  Section  11.2,  except that no ISOs shall be granted on or after the 10th
anniversary  of the later of (a) the date when the Board adopted the Plan or (b)
the date when the Board adopted the most recent increase in the number of Common
Shares   available   under  Article  3  which  was  approved  by  the  Company's
stockholders.

     11.2  Amendment or  Termination  . The Board may at any time amend,  alter,
suspend or terminate the Plan for any reason.

     11.3 Stockholder  Approval . The Company shall obtain stockholder  approval
of any Plan  amendment  to the  extent  requested  by  applicable  law,  rule or
regulation,  including the  requirements of any exchange or quotation  system on
which the Common  Shares are listed or quoted.  Such  stockholder  approval,  if
required  shall be obtained in such a manner and to such a degree as is required
by the applicable laws, rules or regulations.

     11.4  Effect  of  Amendment  or  Termination  . No  amendment,  alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless  mutually  agreed  otherwise  between the Optionee  and the Board,  which
agreement  must be in writing and signed by the Optionee and the Company  unless
such amendment,  alteration,  suspension or termination is required to enable an

<PAGE>

Option  designated  as an Incentive  Stock  Option to qualify as a  Nonqualified
Stock Option or is necessary to comply with any  applicable  laws or  government
regulations.

ARTICLE 12.  LIMITATION ON PARACHUTE PAYMENTS.

     12.1 Scope of  Limitation  . This Article 12 shall apply to an Award unless
the  Committee,  at the time of  making  an Award  under the Plan or at any time
thereafter,  specifies  in writing  that such Award shall not be subject to this
Article  12. If this  Article  12 applies to an Award,  it shall  supersede  any
contrary provision of the Plan or of any Award granted under the Plan.

     12.2 Basic Rule . In the event that the independent  auditors most recently
selected by the Board (the "Auditors") determine that any payment or transfer by
the Company under the Plan to or for the benefit of a Participant  (a "Payment")
would be nondeductible by the Company for federal income tax purposes because of
the provisions  concerning  "excess  parachute  payments" in Section 280G of the
Code, then the aggregate present value of all Payments shall be reduced (but not
below zero) to the Reduced Amount.  For purposes of this Article 12 the "Reduced
Amount" shall be the amount,  expressed as a present value,  which maximizes the
aggregate  present  value of the  Payments  without  causing  any  Payment to be
nondeductible by the Company because of Section 280G of the Code.

     12.3  Reduction  of Payments . If the Auditors  determine  that any Payment
would be  nondeductible by the Company because of Section 280G of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the  detailed  calculation  thereof  and  of  the  Reduced  Amount,  and  the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments  shall be eliminated or reduced (as long as after such election the
aggregate  present  value of the Payments  equals the Reduced  Amount) and shall
advise the Company in writing of his or her  election  within 10 days of receipt
of notice.  If no such  election is made by the  Participant  within such 10_day
period,  then the Company may elect which and how much of the Payments  shall be
eliminated  or reduced (as long as after such  election  the  aggregate  present
value  of  the  Payments  equals  the  Reduced  Amount)  and  shall  notify  the
Participant  promptly of such election.  For purposes of this Article 12 present
value shall be determined in accordance with Section 280G(d)(4) of the Code. All
determinations  made by the Auditors under this Article 12 shall be binding upon
the  Company  and the  Participant  and shall be made within 60 days of the date
when a Payment  becomes  payable or  transferable.  As promptly  as  practicable
following such determination and the elections hereunder,  the Company shall pay
or transfer to or for the benefit of the  Participant  such  amounts as are then
due to him or her under the Plan and shall  promptly  pay or  transfer to or for
the benefit of the  Participant  in the future such amounts as become due to him
or her under the Plan.

     12.4  Overpayments  and  Underpayments  . As a result of uncertainty in the
application of Section 280G of the Code at the time of an initial  determination
by the Auditors  hereunder,  it is possible that Payments will have been made by
the Company that should not have been made (an "Overpayment") or that additional
Payments  that will not have been made by the  Company  could have been made (an
"Underpayment"),  consistent  in each case with the  calculation  of the Reduced

<PAGE>


Amount hereunder. In the event that the Auditors,  based upon the assertion of a
deficiency  by  the  Internal   Revenue  Service  against  the  Company  or  the
Participant  that  the  Auditors  believe  has a high  probability  of  success,
determine that an Overpayment has been made, such  Overpayment  shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company,  together  with  interest at the  applicable  federal rate  provided in
Section  7872(f)(2)  of the Code;  provided,  however,  that no amount  shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount  subject to taxation under Section 4999 of the Code.
In the event that the Auditors determine that an Underpayment has occurred, such
Underpayment  shall promptly be paid or transferred by the Company to or for the
benefit of the  Participant,  together with interest at the  applicable  federal
rate provided in Section 7872(f)(2) of the Code.

     12.5  Related  Corporations  . For  purposes  of this  Article 12, the term
"Company" shall include affiliated  corporations to the extent determined by the
Auditors in accordance with Section 280G(d)(5) of the Code.

ARTICLE 13.  INDEMNIFICATION.

     In addition  to such other  rights of  indemnification  as they may have as
members of the Board or officers or  employees  of the Company and any Parent or
Subsidiary,  members of the  Committee  and any  officers  or  employees  of the
Company and any Parent or Subsidiary  to whom  authority to act for the Board is
delegated shall be indemnified by the Company  against all reasonable  expenses,
including  attorneys' fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding,  or in connection with any appeal
therein,  to which  they or any of them may be a party by reason  of any  action
taken or  failure  to act under or in  connection  with the  Plan,  or any right
granted  hereunder,  and against all amounts paid by them in settlement  thereof
(provided such settlement is approved by independent  legal counsel  selected by
the Company) or paid by them in  satisfaction  of a judgment in any such action,
suit or  proceeding,  except  in  relation  to  matters  as to which it shall be
adjudged in such action, suit or proceeding that such person is liable for gross
negligence,  bad faith or intentional misconduct in duties;  provided,  however,
that  within  sixty  (60) days after the  institution  of such  action,  suit or
proceeding,  such person shall offer to the Company, in writing, the opportunity
at its own expense to handle and defend the same.

ARTICLE 14.  PROVISION OF INFORMATION.

     At least annually, copies of the Company's annual report or Form 10-KSB
for the  just-completed  fiscal year shall be made available to each Participant
and purchaser of Common Shares upon exercise of an Award.  The Company shall not
be  required  to provide  such  information  to key  employees  whose  duties in
connection with the Company assure them access to equivalent information.

<PAGE.


ARTICLE 15.  DEFINITIONS.

     15.1 "Affiliate"  means any entity other than a Subsidiary,  if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.

     15.2 "Award" means any award of an Option under the Plan.

     15.3 "Board" means the Company's  Board of Directors,  as constituted  from
time to time.

     15.4 "Change in Control" shall mean:

          (a)  The consummation of a merger or consolidation of the Company with
               or into another entity or any other corporate reorganization,  if
               more than 50% of the combined  voting power of the  continuing or
               surviving entity's securities outstanding  immediately after such
               merger, consolidation or other reorganization is owned by persons
               who were not  stockholders  of the Company  immediately  prior to
               such merger, consolidation or other reorganization;

          (b)  The sale,  transfer or other  disposition of all or substantially
               all of the Company's assets;

          (c)  A change in the  composition  of the Board,  as a result of which
               fewer  than 50% of the  incumbent  directors  are  directors  who
               either  (i) had  been  directors  of the  Company  on the date 24
               months  prior to the date of the  event  that  may  constitute  a
               Change  in  Control  (the  "original  directors")  or  (ii)  were
               elected,  or  nominated  for  election,  to the  Board  with  the
               affirmative  votes of at least a majority of the aggregate of the
               original  directors  who were  still in office at the time of the
               election  or  nomination  and the  directors  whose  election  or
               nomination was previously so approved; or

          (d)  Any   transaction  as  a  result  of  which  any  person  is  the
               "beneficial  owner" (as defined in Rule 13d_3 under the  Exchange
               Act),  directly  or  indirectly,  of  securities  of the  Company
               representing  at least 20% of the total voting power  represented
               by the Company's then outstanding voting securities. For purposes
               of this  Paragraph  (d),  the term  "person"  shall have the same
               meaning as when used in sections  13(d) and 14(d) of the Exchange
               Act but shall  exclude (i) a trustee or other  fiduciary  holding
               securities  under an employee benefit plan of the Company or of a
               Parent or  Subsidiary  and (ii) a corporation  owned  directly or
               indirectly by the  stockholders  of the Company in  substantially
               the same  proportions  as their  ownership of the common stock of
               the Company.

<PAGE>

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's  incorporation  or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

     15.5 "Code" means the Internal Revenue Code of 1986, as amended.

     15.6 "Committee" means a committee of the Board, as described in Article 2.

     15.7 "Common Share" means one share of the common stock of the Company.

     15.8 "Company" means RF Industries, Ltd., a Nevada corporation.

     15.9  "Consultant"  means a consultant  or adviser who  provides  bona fide
services  to  the  Company,  a  Parent,  a  Subsidiary  or  an  Affiliate  as an
independent  contractor.  Service as a Consultant shall be considered employment
for all purposes of the Plan, except as provided in Section 4.1.

     15.10  "Employee" means a common_law  employee of the Company,  a Parent, a
Subsidiary or an Affiliate.

     15.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     15.12  "Exercise  Price" means the amount for which one Common Share may be
purchased  upon  exercise of an Option,  as  specified in the  applicable  Stock
Option Agreement.

     15.13 "Fair Market  Value" means with respect to each Common Share the last
reported  sale  price  of the  Company's  Common  Shares  sold on the  principal
national  securities  exchanges  on  which  the  Common  Shares  are at the time
admitted  to  trading  or  listed,  or, if there  have been no sales of any such
exchange  on such day,  the  average of the  highest bid and lowest ask price on
such day as reported by the Nasdaq system,  or any similar  organization  if the
Nasdaq is no longer reporting such information, either (i) on the date which the
notice of  exercise  is deemed to have  been sent to the  Company  (the  "Notice
Date") or (ii) over a period of five (5) trading days preceding the Notice Date,
whichever  of (i) or (ii) is greater.  If on the date for which the current fair
market  value is to be  determined,  the  Common  Shares  are not  listed on any
securities  exchange  or quoted  on the  Nasdaq  system or the  over-the-counter
market,  the current  fair market  value of Common  Shares  shall be the highest
price per share which the Company  could then obtain from a willing buyer (not a
current  employee  or  director)  for Common  Shares sold by the  Company,  from
authorized but unissued shares,  as determined in good faith by the Board of the
Company,  unless prior to such date the Company has become  subject to a binding
agreement for a merger, acquisition or other consolidation pursuant to which the
Company is not the surviving  party, in which case the current fair market value
of the  Common  Shares  shall be deemed to be the  value to be  received  by the
holders of the Company's  Common  Shares for each share thereof  pursuant to the
Company's acquisition. Such determination shall be conclusive and binding on all
persons.

<PAGE>

     15.14 "ISO" means an incentive stock option  described in Section 422(b) of
the Code.

     15.15 "NSO" means a stock  option not  described  in Sections 422 or 423 of
the Code.

     15.16 "Option" means an ISO or NSO granted under the Plan and entitling the
holder to purchase Common Shares.

     15.17 "Optionee" means an individual or estate who holds an Option.

     15.18  "Outside  Director"  shall  mean a member of the Board who is not an
Employee.  Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 4.1.

     15.19  "Parent"  means  any  corporation  (other  than the  Company)  in an
unbroken  chain  of  corporations  ending  with  the  Company,  if  each  of the
corporations  other than the Company  owns stock  possessing  50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

     15.20 "Participant" means an individual or estate who holds an Award.

     15.21  "Plan" means this RF  Industries,  Ltd.  2000 Stock Option Plan,  as
amended from time to time.

     15.22  "Subsidiary"  means any  corporation  (other than the Company) in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a  Subsidiary  on a date after the  adoption  of the Plan shall be
considered a Subsidiary commencing as of such date.

ARTICLE 16.  EXECUTION.

     To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute this document in the name of the Company.

         RF Industries, Ltd.



         By:  /s/  Terrie Gross
            -----------------------------------------
               Terrie Gross, Chief Financial Officer



</TEXT>
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</SEC-DOCUMENT>
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