Pro-Dex (PDEX)

ISSUER PURCHASES OF SECURITIES

The table below sets forth information with respect to purchases of the Company’s common stock made by or on behalf of the Company during the quarter ended March 31, 2009.

Included with the terms of the Wells Fargo Credit Agreement, there are negative covenants that may restrict our ability to raise working capital or pay dividends.  Among these are restrictions, without prior consent, to;

1.        Create or assume any indebtedness or liabilities except the liabilities of us to the Bank, other than those existing prior to November 1, 2007.

2.        Merge, consolidate or make substantial changes to the business

3.        Guarantee or become liable, or pledge any assets except in favor of the bank

4.        Declare or pay any dividends

In September 2002, our Board of Directors authorized the repurchase on the open market of up to 500,000 shares of our outstanding Common Stock at a share price no greater than $1.25, subject to compliance with applicable laws and regulations.  There is no requirement that we repurchase all or any portion of such shares.  The maximum total value of the repurchase is not to exceed $500,000.  From the inception of the repurchase authorization through the fiscal year-end date of June 30, 2003, we repurchased 75,700 shares of Common Stock for $43,741, at an average price of $0.58 per share.  No additional shares were repurchased in fiscal years 2004 through 2008.  During the first nine months of the 2009 fiscal year, we repurchased 182,390 shares of common stock for $118,491, at an average price of $0.65 per share. Since the initiation of the buyback program in 2002 through March 31, 2009, we have repurchased 258,090 shares for $162,233 at an average price of $0.63 per share.  The Board has not set an expiration date for the purchase of our shares pursuant to this program.

ISSUER PURCHASES OF SECURITIES

                The table below sets forth information with respect to purchases of the Company’s common stock made by or on behalf of the Company during the quarter ended December 31, 2008.