Exhibit 10.33 Consulting agreement with Robert Hovee dated October 2, 2002
THIS CONSULTING AGREEMENT (the " Agreement ") is made and entered into as of the 2 nd day of
October 2002, by and between Pro-Dex, Inc., a Colorado corporation (the " Company ") and Robert Hovee,
an individual (the " Consultant ").
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 him