ex10_1.htm


    
      

    

    
      EXHIBIT
10.1

       

      AMENDMENT
NO. 3 TO

      MANAGEMENT
SERVICES AGREEMENT

      (Contractor)

      


      This
Amendment No. 3 to Management Services Agreement (this “Amendment”) is
entered into this 4th day of
November, 2008, by and between OrthoLogic Corp., a Delaware corporation doing
business as Capstone Therapeutics (the “Company”) and AGP
Management, LP (“Contractor”), and amends the Management Services Agreement
dated as of May 12, 2006 by and between the Company and Contractor, as amended
by Amendment No.1 dated August 3, 2006 and Amendment No. 2 dated September 1,
2008 (the “Agreement”).

      


      1.         Section
3(b) of the Agreement is hereby restated to read in its entirety as
follows:

      


      Upon the
termination of this Agreement, neither Contractor, Executive nor Executive’s
beneficiaries or estate shall have any further rights under this Agreement or
any claims against the Company arising out of this Agreement, except that
Contractor shall be entitled to receive accrued and unpaid Management Fees which
are then due and owing as of the date of termination, and, in the event of a
termination by the Company without cause, Contractor shall be entitled to a
continuation of the monthly Management Fee for a period of twelve months from
the date of termination.  Provided, however, that in the case of a
termination without cause following a determination by the Company’s Board of
Directors to liquidate the Company, payment will be made under this Section 3(b)
only if and for so long as Contractor is directly involved in the liquidation
process, not to exceed twelve months from the date of termination, in the same
manner as if Contractor had not been terminated, including performing such
services as may reasonably be requested by the Company’s Board of
Directors.  For purposes of this Agreement, “cause” shall include
Executive’s neglect of duties, willful failure to abide by instructions or
policies from or set by the Board, commission of a felony or serious misdemeanor
offense or pleading guilty or nolo contendere to same, Contractor’s breach of
this Agreement or Contractor’s breach of any other material obligation to the
Company.

      


      2.         Except
as expressly amended and modified hereby, the Agreement shall remain in full
force and effect.  In the event of any conflict or inconsistency
between the terms and provisions of the Agreement and the terms and provisions
of this Amendment, the terms and provisions of this Amendment shall govern and
control.  This Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which, when taken together, shall
constitute one and the same instrument.

      


      This
Amendment No. 3 is executed as of the date first above written.

      


      


      
        
          	
                  ORTHOLOGIC
      CORP.

                	 
      	
                  CONTRACTOR

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  /s/ Fred Feldman

                	 
      	
                  /s/ John M. Holliman,
III

                
	
                  Fred
      Feldman

                	 
      	
                  John
      M. Holliman, III

                
	
                  Chairman

                	 
      	
                  General
      Partner

                
	
                  Compensation
      Committee

                	 
      	
                  AGP
      Management LP