Exhibit
10.1


 


Amendment
to Real Estate Purchase Contract


 


This Amendment to Real
Estate Purchase Contract (“Amendment”) is dated as of February 19, 2016, and is between MO Real Estate, LLC, as Purchaser,
and Pro-Dex Sunfish Lake, LLC, as Seller, and relates to that certain Receipt for Earnest Money Deposit and Real Estate Purchase
Contract (“Contract”) dated as of January 6, 2016, and Addendum to Real Estate Purchase Contract (“Addendum”)
dated January 6, 2016, between the parties. The parties hereby agree to amend the Contract and Addendum as provided in this Amendment.
The Contract and Addendum shall otherwise remain in full force and effect. In the event of a conflict between the terms of the
Contract, as amended by the Addendum, and the terms of the Amendment, the terms of this Amendment shall govern.


 


1.            Paragraph 2, subparagraph (e), of
the Contract is amended to read in full as follows:


 


		(e)	Other:







 


		(1)	Real Estate Mortgage (“First Mortgage”) dated July 24, 2006, filed July 27, 2006, as Document
No. 488446.007, executed by Sheldon A. Mayer LLC, as mortgagor, in favor of Vermillion State Bank, as mortgagee, in the original
principal amount of $1,200,000.00, which mortgage was assigned to Pro-Dex Sunfish Lake, LLC, by Assignment of Mortgage dated November
21, 2014, filed December 5, 2014, as Document No. 527165.005.



 


		(2)	Combination Mortgage, Security Agreement and Fixture Financing Statement (“Second Mortgage”)
dated August 15, 2012, filed September 10, 2012, as Document No. 510474.012, executed by Sheldon A. Mayer LLC, as mortgagor, in
favor of Heron Enterprises, LLC, as mortgagee, in the principal amount of $86,209.45.



 


		(3)	Assignment of Leases and Rents (“Assignment”) dated August 15, 2012, filed September 10,
2012, as Document No. 510474.013, executed by Sheldon A. Mayer LLC, in favor of Heron Enterprises, LLC.



 


		(4)	Mortgage (“Third Mortgage”) dated February 18, 2016, filed February 23, 2016, as Document
No. 536818.001, executed by Pro-Dex Sunfish Lake, LLC, as mortgagor, in favor of Pro-Dex, Inc., as mortgagee, in the original principal
amount of $1,000.00.



 


			



2.            Paragraph 6 of the Addendum is amended
to read in full as follows:


 


Notwithstanding the
foregoing, Seller has disclosed the existence of the First Mortgage, Second Mortgage, Assignment, and Third Mortgage (collectively,
“Liens”) against the Property. Seller shall cause Liens to be removed from the Certificate of Title of the Property
at Seller’s sole expense.


 




    	 



    	 



    

 


Seller has preserved
the First Mortgage in favor of Seller solely for the purpose of facilitating a foreclosure or other legal process, in Seller’s
sole discretion, to clear title to the Property. If the Liens are not discharged prior to closing, Seller shall escrow sufficient
funds and documents as required by the title company to allow the title company to insure over the Liens. Purchaser agrees to accept
a title policy insuring over the Liens in lieu of a determination of marketability of title by Purchaser or Purchaser’s counsel.
Purchaser further agrees to waive its right to cancel this Contract based on the existence of the Liens, provided that the title
company agrees to insure over the Liens.


 


 


	Purchaser:	MO Real Estate, LLC	 	Seller:	Pro-Dex Sunfish Lake, LLC
	 	
         

        /s/ Marty Olson
	 	 	
         

        /s/ Richard L. Ban Kirk

	By:	Marty Olson	 	By:	Richard L. Van Kirk
	Its:	President	 	Its:	President/CEO
	Address:	4907 170th Avenue Northwest	 	Address:	2361 McGaw Avenue
	 	Andover, MN  55304	 	 	Irvine, CA  92614