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
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
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.
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: