On May 31, 2012, the Company and Union Bank, N.A. ("Union Bank") entered into a First Amendment (the "Amendment") to the Business Loan Agreement dated February 4, 2011 (the "Business Loan Agreement").

The Amendment provides for the following:

• Amends Section 1.2(k) of the Business Loan Agreement to modify the concentration limits of the Company's accounts receivable that would be allowed for such receivables to be considered Eligible Accounts as defined in the Business Loan Agreement;

• Adds Section 4.1 to the Business Loan Agreement which requires the Company to maintain cash and equivalent balances of not less than $2 million to be measured at the end of each of the Company's fiscal quarters; and

• Amends Section 4.3(d) of the Business Loan Agreement to change the timing of the Company's compliance reporting requirements at the end of (a) each of the Company's fiscal quarters other than the final quarter of the Company's fiscal year, and (b) the final quarter of the Company's fiscal year.

Except as specifically amended by the Amendment, the Business Loan Agreement remains in full force and effect.

A copy of the Amendment is attached hereto as Exhibit 10.1, and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment.

(d) Exhibits.

Exhibit 10.1    First Amendment to the Business Loan Agreement dated February 4,
                2011, dated May 31, 2012, by and between Pro-Dex, Inc. and Union
                Bank, N.A.