Item 1.01 Entry Into a Material Definitive Agreement.

On October 24, 2008, the Board of Directors of Pro-Dex, Inc. (the "Company") approved a standard form of indemnification agreement to be entered into with each director and certain officers of the Company, including all named executive officers. The indemnification agreement will supersede and replace any indemnification agreements previously entered into between the Company and the directors and officers.

The indemnification agreement requires the Company, among other things, to indemnify each indemnitee to the fullest extent permitted by law for certain expenses incurred in a proceeding arising out of indemnitee's service to the Company. The indemnification agreement also provides for the advancement of such expenses to the indemnitee by the Company. The foregoing is qualified in its entirety by reference to the form of indemnification agreement attached hereto as Exhibit 10.1, which is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1 Form of Indemnification Agreement.

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