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