EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D as amended to date, with respect to the shares of Common Stock, par value $.25 per share, of  Pro-Dex, Inc., and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and further agree that this Agreement of Joint Filing be included as an Exhibit to such joint filing.

This Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

Date:           June 27, 2012

AO PARTNERS I, L.P.

By:           AO PARTNERS, LLC

General Partner

By:          /s/ Nicholas J. Swenson

Nicholas J. Swenson

Managing Member

AO PARTNERS, LLC

By:          /s/ Nicholas J. Swenson

Nicholas J. Swenson

Managing Member

GLENHURST CO.

By:          /s/ Nicholas J. Swenson

Nicholas J. Swenson

Chief Executive Officer

CUSIP No.74265M205

FARNAM STREET PARTNERS, L.P.

By:           FARNAM STREET CAPITAL, INC.

General Partner

By:          /s/ Raymond E. Cabillot

Raymond E. Cabillot

Chief Executive Officer

FARNAM STREET CAPITAL, INC.

By:          /s/ Raymond E. Cabillot

Raymond E. Cabillot

Chief Executive Officer

By:          /s/ Nicholas J. Swenson

Nicholas J. Swenson

By:          /s/ Raymond E. Cabillot

Raymond E. Cabillot

By:          /s/ William James Farrell III 

William James Farrell III

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