0001003297-04-000407 Sample Contracts

CERTIFICATE OF OWNERSHIP AND MERGER Of PDMI Subsidiary B, Inc. (a Delaware corporation) into Pro-Dex Management, Inc. (a California corporation)
Certificate of Ownership and Merger • September 28th, 2004 • Pro Dex Inc • Wholesale-medical, dental & hospital equipment & supplies

Pro-Dex Management. Inc. ("Foreign Parent"), a corporation organized and existing under Laws of the State of California, does hereby certify:

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EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2004 • Pro Dex Inc • Wholesale-medical, dental & hospital equipment & supplies • Colorado

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 3rd day of April, 2000, between Pro-Dex, Inc., a Colorado corporation ("Pro-Dex" or the Company), and Patrick Johnson, ("Employee") with reference to the following facts:

PLAN OF MERGER OF Oregon Micro Systems, Inc INTO Pro-Dex, Inc.
Plan of Merger • September 28th, 2004 • Pro Dex Inc • Wholesale-medical, dental & hospital equipment & supplies
ARTICLES OF MERGER OF MICRO MOTORS, INC. AND PRO-DEX, INC.
Pro Dex Inc • September 28th, 2004 • Wholesale-medical, dental & hospital equipment & supplies

Pursuant to the provisions of the Colorado Business Corporation Act governing the merger of a domestic wholly-owned subsidiary business corporation into its domestic parent business corporation, the domestic parent business corporation hereinafter named does hereby submit the following Articles of Merger.

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