EXHIBIT 10.1                                                     

FORBEARANCE LETTER

May 12, 2009

PRO-DEX, INC.

2631 McGaw Avenue

Irvine, CA 92614

Gentlemen:

            Reference is made to that certain Credit Agreement dated as of November 1, 2007 (as amended from time to time, the “Credit Agreement”) by and between Pro-Dex, Inc., a Colorado corporation (“Borrower”) and Wells Fargo Bank, National Association (“Bank”).  Capitalized terms used herein but not defined shall have the meanings set forth in the Credit Agreement.

As evidenced by Borrower’s financial statements for the fiscal quarter ending March 31, 2009, Borrower has violated Section 4.9(d) and Section 4.9 (e) of the Credit Agreement (the “Existing Violations”).  Before Bank can determine whether and under what conditions it might be willing to waive the Existing Violations, Bank must conduct, and review the results of, a collateral audit and a fixed asset analysis.  Borrower has requested that Bank forbear from exercising its rights and remedies in connection with the Existing Violations until July 2, 2009.  Bank is willing to do so, subject to the terms and conditions set forth herein.

            Bank and Borrower hereby agree as follows:

            1.         Bank hereby agrees to forbear from exercising its rights and reme