Exhibit 10.33



Exhibit 10.33  Consulting
agreement with Robert Hovee dated October 2, 2002


CONSULTING AGREEMENT




        THIS CONSULTING AGREEMENT (the "Agreement") is made and
entered into as of the 2nd
day of October 2002, by and between Pro-Dex, Inc., a Colorado corporation (the
"Company") and Robert Hovee, an individual (the "Consultant").


AGREEMENT


        NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:


1.                 
Term of Agreement.


        1.1             
This Agreement
shall commence on the date and year first written above and, unless modified by
mutual agreement of the parties or terminated earlier pursuant to the terms of this Agreement, shall continue for three (3) years,  (the "Consultation Period").


        1.2             
The provisions of
Section 1.1 above notwithstanding, in the event of a material breach of
this Agreement, this Agreement may be terminated by the nonbreaching
party upon three (3) days prior written notice to the other party.  Such notice shall be made in accordance with
the provisions of Section 7.9 herein.


2.                 
Scope of Services.


        2.1             
The Consultant
shall provide consulting services and recommendations to the Company with
respect to the nature and magnitude of compensation of Company executives, with
such services to be provided on an as-needed basis.


        2.2             
The Consultant
shall devote such time as may be reasonably necessary or appropriate to perform
the consulting services hereunder; provided, however, that the Company shall,
in making use of the Consultant's services hereunder, make reasonable efforts
to accommodate such other business and personal commitments as the Consultant
may have.


3.                 
Independent Contractor.


        3.1             
The Consultant
shall act in the capacity of an independent contractor with respect to the
Company.  The Consultant shall not be,
nor represent himself as being, an agent of the Company, and shall not be, nor
represent himself as being, authorized to bind the Company.


        3.2             
As an independent
contractor, the Consultant shall accept any reasonable directions issued by the
Company, through a designated executive officer(s), pertaining to the goals to
be attained and the results to be achieved by the Consultant, but shall be
solely responsible for the manner, working hours and place at which he will
perform his services under this Agreement.






 


        3.3             
As an independent
contractor, the Consultant shall not have the status of an employee of the
Company.  The Consultant shall not be
eligible to participate in any employee benefit, group insurance or executive
compensation plans or programs maintained by the Company.  The Company shall not provide Social
Security, unemployment compensation, disability insurance, workers'
compensation or similar coverage, nor any other statutory benefits to
the Consultant.


        3.4             
As an independent
contractor, the Consultant represents, warrants and
agrees that the Consultant shall be solely responsible for any taxes and
withholdings applicable to the payment of compensation, whether current or
deferred, to the Consultant pursuant to this Agreement, including, without
limitation, any income taxes, Social Security (FICA) payments, unemployment
insurance taxes, and disability insurance taxes.  By reason of the Consultant's status as an
independent contractor and the representations contained herein, the Company
shall not make any withholdings or payments of such taxes with respect to
compensation paid to the Consultant hereunder. 
The Consultant expressly agrees to treat any compensation paid to the
Consultant pursuant to this Agreement as self-employment income for the
purposes of determining liabilities for income taxes, Social Security (FICA)
payments, unemployment insurance taxes and disability insurance taxes as and
when the same may become due and payable. 
The Consultant shall indemnify and hold the Company harmless for any
such taxes or withholdings for which the Company may be determined to be
liable.


4.                 
Compensation; Registration Rights.


        As full
compensation for the Consultant's services, commitments and covenants under
this Agreement, the Company shall issue to the Consultant a warrant in the form
attached hereto as Exhibit A. 
Such warrant shall be deemed fully paid for upon execution of this
Agreement in connection with Consultant's making himself available for the
services to be performed under this Agreement. 
Upon their issuance in accordance with the terms of such warrant, the
shares of common stock underlying such warrant shall be validly issued, fully
paid and non-assessable regardless of whether this Agreement has subsequently
been terminated or Consultant has ceased rendering services hereunder.  The Company shall undertake to use its best
efforts to register for resale with the Securities and Exchange Commission the
shares of common stock underlying the warrant issued to the Consultant under
this Agreement upon receipt in writing of Consultant's request that the Company
effect such registration. 


5.                 
Confidential Information.


        The Consultant hereby acknowledges that he is being entrusted
with certain proprietary information respecting the Company, including, without
limitation, information related to the Company's inventions, discoveries,
products, product developments, processes, data, programs, customers,
suppliers, distributors, trade secrets, marketing techniques, marketing
opportunities, sales and business plans, licenses, patents, trademarks,
copyrights and service marks.  Consultant
hereby covenants and agrees that all such proprietary information previously or
hereafter received or obtained by him shall remain confidential, and that the
Consultant shall not, without the prior written consent of the Company, at any
time either during the term of this Agreement or thereafter, directly or
indirectly (i) use such proprietary information for
himself or any third party, or (ii) disseminate or disclose any such
proprietary knowledge or information to any person not employed by the Company.


 


2






 


        The Consultant hereby acknowledges that, during the course of his
engagement as a consultant for the Company, the Consultant may acquire
possession of materials which incorporate proprietary information of the Company.  The Consultant agrees to promptly return all
such materials, and any copies thereof, to the Company upon the termination of
this Agreement for any reason.  The
Consultant agrees that in executing this Agreement, he thereby certifies that
all such materials previously in his possession have been returned to the Company, and that to the best of his knowledge no other
third parties, whether or not employees of the Consultant, have any such
materials in their possession.


6.                 
Ownership of Work Product.


        All inventions, discoveries, new products, trade secrets,
proprietary information, patents, trademarks, copyrights, service marks and
other intellectual property rights associated with any ideas, concepts, or
works and authorship developed or created by the Consultant, and which relate
to any activity conducted by the Company during the course of the services
performed by Consultant for the Company (collectively, the "Work Product")
shall belong exclusively to the Company. 
The Consultant hereby assigns and transfers all of his right, title, and
interest in and to such Work Product to the Company, without further
consideration.  The Consultant shall mark
all Work Product with such copyright or other proprietary notice as requested
by the Company and shall take all actions deemed necessary by the Company to
perfect the Company's rights therein. 
The Consultant agrees to execute any documents of assignment or
registration of copyrights or patents requested by the Company respecting the
Work Product.


7.                 
Other Provisions.


        7.1             
Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


        7.2             
Assignment.  This Agreement contemplates the rendition of
unique personal services by the Consultant and is not assignable by the
Company.


        7.3             
Effect of Waiver.  The failure of either
party to insist on strict compliance with any of the terms, covenants, or
conditions of this Agreement by the other party shall not be deemed a waiver of
that term, covenant or condition, nor shall any waiver or relinquishment of any
right or power at any one time or times be deemed a waiver or relinquishment of
that right or power for all or any other times.


        7.4             
Entire Contract.  This Agreement contains the entire contract
between the parties with respect to the subject matter hereof, and supersedes
any previous agreements, commitments, representations or understandings between
the Consultant and the Company, whether oral or written.  Any amendment to or modification of this
Agreement may be made only by a written document signed by both parties.


3






 


        7.5             
Attorneys' Fees.  If any party hereto incurs any legal fees,
whether or not an action is instituted, to enforce the terms of this Agreement
or to recover damages or injunctive relief for breach of this Agreement, it is
agreed that the successful or prevailing party shall be entitled to reasonable
attorneys' fees, expert witness fees and other costs in addition to any other
relief to which he or it may be entitled.


        7.6             
Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of California.


        7.7             
Gender.  As used herein, the masculine gender shall
include the feminine and neuter, wherever the context requires.


        7.8             
Headings.  The various headings used in this Agreement
are inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or any provision hereof.


        7.9             
Notices.  Except as otherwise expressly provided
herein, any notice or payment required or permitted to be given or paid shall
be deemed duly given or paid only if personally delivered or sent by United
States mail and shall be deemed to have been given when personally delivered or
two (2) days after having been deposited in the United States mail, certified
mail, return receipt requested, properly addressed with postage prepaid.  All notices or demands shall be effective
only if given in writing.  For the purposes
hereof, the addresses of the parties hereto (until notice of a change thereof
is given as provided in this section) shall be as follows:


Company:            Pro-Dex,
Inc.

                          
151 E. Columbine Ave.

                          
Santa Ana, CA 92707

                          
Attention:  President

                           Telephone: (714) 241-4411

                          
Facsimile: (714) 513-7755


Consultant:         Robert Hovee

                         
                                                            

                         
Telephone:                                            

                         
Facsimile:                                             




        7.10         
Severability.  The provisions of this Agreement are
severable.  If any provision of this
Agreement shall be held to be invalid or otherwise unenforceable, in whole or
in part, the remainder of the provisions or unenforceable parts thereof shall not
be affected thereby and shall be enforced to the fullest extent permitted by
law.


(Signature page follows.)




4






        IN WITNESS WHEREOF, each of the parties hereto have executed this
Agreement, in the case of the Company by its duly authorized officer, as of the
day and year first above written.


COMPANY:                                                   PRO-DEX,
INC.,
                                                                        a
California corporation




                                                                        By:                                                                               


                                                                              Its:                                                                          


 


CONSULTANT:                                                                                                                                 
                                                                        Robert
Hovee, an individual






 

 

5





EXHIBIT A


Pro-Dex, Inc.-Warrant No. W-2002.1 dated October 2, 2002




Attached hereto.