Procedures as Governing the Nominating Function (As Approved by the Board on September 27, 2004)

PURPOSE:

The purpose of the nominating function of the Board of Directors (the "Board") of Pro-Dex, Inc. (the "Company") is to ensure that the Board is properly constituted to meet its fiduciary obligations to shareholders and the Company. The Company has not constituted a separate nominating committee; the Board fills such function. To carry out this purpose, the Board shall identify (A) prospective director nominees for the next annual meeting of shareholders and (B) nominees to fill vacancies on the Board as they may arise from time to time.

MEMBERSHIP AND ORGANIZATION:

The Board shall comprise no fewer than a majority of independent members. Each member of the Board required to be "independent" shall meet the independence requirements of the National Association of Securities Dealers.

RESPONSIBILITIES AND AUTHORITY:

Determine on an annual basis desired Board qualifications, expertise and characteristics and conduct searches for potential Board members with corresponding attributes. Review qualifications of and propose nominees for election to the Board. Define and administer the process by which shareholder nominees for election to the Board are considered and, where appropriate and in accordance with applicable law, include one or more of such proposals in the Company's proxy statement. Oversee and approve the description of the Company's nomination process set forth in the Company's proxy statement. In performing its responsibilities, the Board shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors, including retention of a search firm to identify director candidates.

INTERNET ACCESS: This Charter shall be available for public review via access through the Company's website.