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.

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Agreement
RFI/Terrie Gross

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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.

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Agreement
RFI/Terrie Gross

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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.


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Agreement
RFI/Terrie Gross

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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