I think you have one of two problems!
1) If you are running a version of MySQL below version 5 you need to upgrade to 5.
2) OK so you are running UniServer 3.3 and MySQL is version 5.0.17
I ran a quick test and can confirm the mysql.proc error.
I think you need to run mysql_fix_privilege_tables.sql script to fix the problem.
Almost sure you need the correct version of the script to match 5.0.17
The script is not included with UniServer 3.3 and I could not find one on the net.
I pass this one over to Olajide I could be totally wrong.