ex10_2.htm


    
      

    

    
      EXHIBIT
10.2

      
         

        AMENDMENT
NO. 3 TO AGREEMENT

      

      (President
and Chief Operating Officer)

      


      This
Amendment No. 3 to 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
Randolph C. Steer (“Executive”) and
amends the Agreement dated as of May 12, 2006 by and between the Company and
Executive, as amended by Amendment No. 1 dated February 21, 2007 and Amendment
No. 2 dated February 21, 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 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 Executive shall
be entitled to receive accrued and unpaid compensation and benefits which are
then due and owing as of the date of termination, and, in the event of a
termination by the Company without cause, Executive shall be entitled to a
continuation of his base cash compensation, less applicable withholdings, at the
rate in effect at the time of the termination of this Agreement, payable in
accordance with the Company’s standard payroll practices as if Executive were
continuing his services to the Company, 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 Executive is directly involved in the liquidation
process, not to exceed twelve months from the date of termination, in the same
manner as if Executive 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
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, Executive’s breach of this Agreement
or Executive’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.

                	 
      	
                  EXECUTIVE

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  /s/ Fred Feldman

                	 
      	
                  /s/ Randolph C. Steer

                
	
                  Fred
      Feldman

                	 
      	
                  Randolph
      C. Steer, MD, Ph.D.

                
	
                  Chairman

                	 
      	 
      
	
                  Compensation
      Committee