Exhibit 10.39

 


		
California Association of
Business Brokers


Professional Service since 1987


www.cabb.org

	 
	 	 	 
	 	
Amendment/Addendum to Purchase
Agreement #1

	 







 


 


The Purchase Agreement dated June 20, 2014 between
Hans Huber, an individual (Seller) and Pro-Dex, Inc. a Colorado Corporation (Buyer) on the Business known as Huber Precision located
at 585 Taylor Way # 5 San Carlos, Calif. 94070 is hereby modified as follows:


 


Buyer agrees to waive any and all Buyer
conditions in Section 5 of the above Purchase Agreement except for the following exceptions:


1.  Paragraph 5c. Lease contingency: The agreement
notes an assignment of current lease. Buyer now agrees the lease will be a new one year lease and will accept or reject in writing
aid lease terms and conditions after its review of the lease. Rejection of the lease will be cause for the Buyer to withdraw its
offer and receive its escrow deposit less any escrow charges attributable to Buyer portion of escrow charges.


2.  Paragraph 5 e is still in effect.


3.  Seller’s representations and warranties
shall be true and correct at Closing.


4.  Buyer will interview a select number
of Huber Precision clients as a contingency to the Purchase Agreement and this contingency will be released in writing upon completion
of interviews and if not released in writing by Buyer will be cause for the Buyer to withdraw its offer and receive its escrow
deposit less any escrow charges attributable to Buyer portion of escrow charges.


Seller agrees to waive any and all Seller
conditions in Section 5 of the above Purchase Agreement and further guarantees to Buyer that there are no third party contracts
in force or effect as of this date and Seller will not enter into any such agreements prior to the close of escrow without the
express written consent of the Buyer.


Purchase Agreement noted Pro-Dex, Inc.
as a California Corporation. Pro-Dex is a Colorado Corporation. Acceptance of this Amendment by Buyer and Seller will serve to
extend any time limits per the Purchase Agreement.


Buyer and Seller acknowledge that Business
Team is a Broker, is not a CPA or an attorney, and is not qualified to review or audit the financial status of the Seller’s business
or the financial status of the Buyer and/or the value of the Seller’s business improvements and/or give advice for legal aspects
of the transaction. Buyer and Seller acknowledge that Broker has not done so. By signing below, Buyer acknowledges that Buyer is
relying solely on information provided to Buyer by Seller and Broker has not verified and will not verify any representations of
Seller, any reliance by Buyer on such information will be based solely on Buyer’s examination of the business. By signing below
Seller acknowledges Seller is relying solely on information provided by Buyer to evaluate Buyer’s creditworthiness or ability to
perform this agreement and Broker has not verified and will not verify any representations of Buyer. Buyer and Seller both agree
to look solely to each other for relief and to indemnify and hold Business Team harmless in connection with any damage caused to
either the Buyer or the Seller in the event of a dispute between Buyer and Seller regarding this agreement except in the event
a judgment is rendered that Broker acted improperly regarding such dispute under this agreement.


All other terms and conditions of the
Purchase Agreement remain the same and in full force and effect. The undersigned acknowledge having received, read and understood
a fully completed copy of this Agreement.


 



	/s/ Harold A. Hurwitz, CEO for	 	7/29/14	 	/s/ Hans Huber	 	8/4/14
	Buyer   Pro-Dex, Inc.	 	Date	 	Seller   Hans Huber, an individual	 	Date
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Buyer	 	Date	 	Seller	 	Date
	 	 	 	 	 	 	 
	Farley Gouner CA Lic #01271117	 	 	 	Hiren Dave
CA Lic #01381381	 	 
	Brokers Agent	 	Date	 	Brokers Agent	 	Date








 


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