Exhibit 10-22

                              EMPLOYMENT AGREEMENT

     This  Agreement is to be effective,  as of December 4, 2000, by and between
OrthoLogic  Corp.,  a Delaware  corporation  (the  "Company"),  and Shane  Kelly
("Employee").

RECITALS:

     A. The parties wish to set forth in this Agreement the terms and conditions
of employment.

AGREEMENT:

     In  consideration  of the mutual covenants and agreements set forth herein,
the parties agree as follows:

     1.  EMPLOYMENT  AND  DUTIES.  Subject to the terms and  conditions  of this
Agreement,  the Company employs  Employee to serve in a managerial  capacity and
Employee   accepts  such  employment  and  agrees  to  perform  such  reasonable
responsibilities  and duties as may be  assigned to him from time to time by the
Company's Chief Executive  Officer (the "CEO").  Employee's  title shall be Vice
President,  with general  responsibility for Sales. Such title and duties may be
changed from time to time by the CEO. Employee will initially report to the CEO.

     2. TERM.  The initial term of this  Agreement  shall expire on December 31,
2001.  Thereafter this Agreement shall renew  automatically for additional terms
of one-year each unless it is terminated pursuant to Section 6.

     3. COMPENSATION.

          (a) SALARY.  From the effective  date of this  Agreement,  the Company
shall pay Employee a minimum base annual salary, before deducting all applicable
withholdings,  of  $155,000  per year,  payable  at the times and in the  manner
dictated by the Company's  standard payroll policies.  Effective March 2002, and
annually  thereafter,  the  minimum  base  annual  salary  shall be  reviewed in
accordance with the Company's  compensation  policy. For 2001, the Company shall
provide a bonus  opportunity as outlined in the promotion  letter dated December
4, 2000.

          (b) STOCK OPTIONS.  Subject to Board approval, the Company shall grant
to Employee  incentive  options (the parties  understand  that only a portion of
such  options  will qualify as  incentive  options for tax  purposes),  from the
Company's  1997 Stock Option Plan,  to purchase  50,000  shares of the Company's
common stock, with an exercise price equal to the fair market value of the stock
at the close of  business on December  4, 2000,  with such value  determined  as
specified in the Company's 1997 Stock Option Plan.  Such options shall vest over
4 years in accordance with the Company's normal vesting practices.

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     4. FRINGE BENEFITS. In addition to the compensation described in Section 3,
and any other employee  benefit plans  (including  without  limitation  pension,
savings and  disability  plans)  generally  available to employees,  the Company
shall include Employee in any group health insurance plan and, if eligible,  any
group retirement plan instituted by the Company. The manner of implementation of
such  benefits  with  respect  to such  items  as  procedures  and  amounts  are
discretionary with the Company.

     5. VACATION.  Employee shall be entitled to vacation with pay in accordance
with the Company's  vacation policy as in effect from time to time. In addition,
Employee shall be entitled to such holidays as the Company may approve from time
to time.

          6. TERMINATION.

          (a) FOR CAUSE. The Company may terminate this Agreement for cause upon
written notice to Employee stating the facts  constituting such cause,  provided
that Employee  shall have 30 days  following  such notice to cure any conduct or
act, if curable, alleged to provide grounds for termination for cause hereunder.
In the event of  termination  for cause,  the Company  shall be obligated to pay
Employee  only the minimum base salary due him through the date of  termination.
The written  notice shall state the cause for  termination.  Cause shall include
neglect of duties,  willful failure to abide by instructions or policies from or
set by the Board of  Directors,  commission  of a felony or serious  misdemeanor
offense or pleading guilty or nolo contendere to same, Employee's breach of this
Agreement or Employee's breach of any other material obligation to the Company.

          (b) WITHOUT CAUSE. The Company may terminate Employee's  Employment at
any time,  immediately  and without cause, by giving written notice to Employee.
If the Company  terminates  Employee  without  cause,  provided  Employee  first
executes a Severance Agreement in the form then used by the Company, the Company
shall  continue to pay to Employee his minimum base salary in effect at the time
of termination  for a period of one year following the date of  termination,  at
the time and in the manner dictated by the Company's  standard payroll policies.
The Company will also pay any  remaining  relocation  costs,  as outlined in the
promotion letter dated December 4, 2000.

          (c) DISABILITY.  If during the term of this Agreement,  Employee fails
to perform his duties  hereunder on account of illness or other incapacity for a
period of 45 consecutive days, or for 60 days during any six-month  period,  the
Company  shall  have the  right to  terminate  this  Agreement  without  further
obligation  hereunder except as otherwise provided in disability plans generally
applicable to employees.

          (d) DEATH.  If Employee dies during the term of this  Agreement,  this
Agreement  shall terminate  immediately,  and Employee's  legal  representatives
shall be entitled to receive the base salary due  Employee  through the last day
of the calendar month in which his death shall have occurred and any other death
benefits generally applicable to employees.

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          (e)  RESIGNATION.  Employee  may resign his  employment  by giving the
Company written notice. In the event of such a resignation, the Company shall be
obligated  to pay  Employee  only the  minimum  base  salary due him through the
effective date of the resignation.

     7.  CONFIDENTIAL  INFORMATION.  Employee  acknowledges  that  Employee  may
receive,  or contribute to the  production  of,  Confidential  Information.  For
purposes of this  Agreement,  Employee  agrees that  "Confidential  Information"
shall mean any and all  information  or material  proprietary  to the Company or
designated as Confidential Information by the Company and not generally known by
non-Company  personnel,  which Employee  develops or of or to which Employee may
obtain  knowledge or access  through or as a result of  Employee's  relationship
with the Company (including  information  conceived,  originated,  discovered or
developed in whole or in part by Employee).  Confidential  Information includes,
but is not limited to, the following types of information and other  information
of a similar nature (whether or not reduced to writing) related to the Company's
business:  discoveries,  inventions,  ideas,  concepts,  research,  development,
processes,   procedures,   "know-how",   formulae,  marketing  or  manufacturing
techniques and  materials,  marketing and  development  plans,  business  plans,
customer names and other information related to customers,  price lists, pricing
policies,  methods of operation,  financial information,  employee compensation,
and computer  programs and systems.  Confidential  Information also includes any
information  described  above which the Company  obtains from another  party and
which  the  Company  treats  as   proprietary  or  designates  as   Confidential
Information,  whether or not owned by or  developed  by the  Company,  including
Confidential  Information  acquired by the Company  from any of its  affiliates.
Employee  acknowledges  that the Confidential  Information  derives  independent
economic value, actual or potential,  from not being generally known to, and not
being  readily  ascertainable  by proper means by, other  persons who can obtain
economic  value from its disclosure or use.  Information  publicly known without
breach of this Agreement that is generally employed by the trade at or after the
time  Employee  first  learns of such  information,  or generic  information  or
knowledge which Employee would have learned in the course of similar  employment
or work  elsewhere  in the trade,  shall not be deemed part of the  Confidential
Information. Employee further agrees:

          a. To  furnish  the  Company on  demand,  at any time  during or after
employment,  a complete list of the names and  addresses of all present,  former
and  potential  suppliers,  financing  sources,  clients,  customers  and  other
contacts  gained  while an  employee of the  Company in  Employee's  possession,
whether or not in the possession or within the knowledge of the Company.

          b. That all notes,  memoranda,  electronic storage,  documentation and
records in any way  incorporating  or reflecting  any  Confidential  Information
shall belong  exclusively to the Company,  and Employee  agrees to turn over all
copies of such  materials in  Employee's  control to the Company upon request or
upon termination of Employee's employment with the Company.

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          c. That while  employed by the Company and  thereafter  Employee  will
hold in  confidence  and not directly or  indirectly  reveal,  report,  publish,
disclose  or  transfer  any of the  Confidential  Information  to any  person or
entity, or utilize any of the Confidential  Information for any purpose,  except
in the course of Employee's work for the Company.

          d. That any idea in whole or in part  conceived of or made by Employee
during the term of his employment,  consulting, or similar relationship with the
Company which relates directly or indirectly to the Company's current or planned
lines  of  business  and is  made  through  the  use of any of the  Confidential
Information of the Company or any of the Company's equipment,  facilities, trade
secrets or time,  or which  results from any work  performed by Employee for the
Company,  shall belong  exclusively to the Company and shall be deemed a part of
the  Confidential  Information for purposes of this  Agreement.  Employee hereby
assigns  and  agrees  to  assign  to the  Company  all  rights  in  and to  such
Confidential  Information  whether for purposes of obtaining patent or copyright
protection or otherwise.  Employee shall acknowledge and deliver to the Company,
without charge to the Company (but at its expense) such written  instruments and
do such  other  acts,  including  giving  testimony  in  support  of  Employee's
authorship or inventorship,  as the case may be, necessary in the opinion of the
Company to obtain  patents or copyrights or to otherwise  protect or vest in the
Company the entire right and title in and to the Confidential Information.

     8. LOYALTY DURING EMPLOYMENT TERM.  Employee agrees that during the term of
Employee's employment by the Company,  Employee will devote substantially all of
Employee's  business  time and  effort  to and  give  undivided  loyalty  to the
Company, and will not engage in any way whatsoever,  directly or indirectly,  in
any  business  that is  competitive  with the  Company  or its  affiliates,  nor
solicit,  or in any  other  manner  work for or  assist  any  business  which is
competitive  with the Company or its  affiliates.  During the term of Employee's
employment  by  the  Company,   Employee  will  undertake  no  planning  for  or
organization  of any  business  activity  competitive  with the  Company  or its
affiliates, and Employee will not combine or conspire with any other employee of
the  Company  or any  other  person  for the  purpose  of  organizing  any  such
competitive business activity.

     9. NON-COMPETITION; NON-SOLICITATION. The parties acknowledge that Employee
will acquire  much  knowledge  and  information  concerning  the business of the
Company and its affiliates as the result of Employee's  employment.  The parties
further  acknowledge  that the scope of business in which the Company is engaged
as of the date of execution of this Agreement is world-wide and very competitive
and one in which few companies can successfully  compete.  Certain activities by
Employee after this Agreement is terminated  would severely  injure the Company.
Accordingly,  until one year after this  Agreement  is  terminated  or  Employee
leaves the employment of the Company for any reason, Employee will not:

          a. Engage in any work activity for or in conjunction with any business
or entity  that is in  competition  with or is  preparing  to  compete  with the
Company;

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          b. Persuade or attempt to persuade any potential customer or client to
which the Company or any of its  affiliates has made a proposal or sale, or with
which the Company or any of its affiliates has been having  discussions,  not to
transact  business  with the Company or such  affiliate,  or instead to transact
business with another person or organization;

          c. Solicit the business of any customers,  financing sources, clients,
suppliers,  or  business  patrons of the Company or any of its  predecessors  or
affiliates  which were customers,  financing  sources,  clients,  suppliers,  or
business patrons of the Company at any time during Employee's  employment by the
Company,  or  within  three  years  prior to the  Effective  Date of  Employee's
employment,   provided,  however,  that  if  Employee  becomes  employed  by  or
represents a business that  exclusively  sells products that do not compete with
products then  marketed or intended to be marketed by the Company,  such contact
shall be permissible; or

          d.  Solicit,  endeavor  to entice  away from the Company or any of its
affiliates,  or otherwise  interfere with the relationship of the Company or any
of its affiliates  with,  any person who is employed by or otherwise  engaged to
perform  services  for  the  Company  or  any  of its  affiliates,  whether  for
Employee's account or for the account of any other person or organization.

     10.  INJUNCTIVE  RELIEF.  It is agreed that the  restrictions  contained in
Sections 8, 9 and 10 of this Agreement are reasonable, but it is recognized that
damages  in the  event  of the  breach  of any of  those  restrictions  will  be
difficult or impossible to ascertain;  and, therefore,  Employee agrees that, in
addition to and without limiting any other right or remedy the Company may have,
the Company shall have the right to an injunction  against  Employee issued by a
court of competent  jurisdiction  enjoining any such breach  without  showing or
proving any actual  damage to the  Company.  This  paragraph  shall  survive the
termination of Employee's employment.

     11. PART OF CONSIDERATION.  Employee also agrees, acknowledges,  covenants,
represents and warrants that he is fully and completely  aware that, and further
understands that, the restrictive  covenants  contained in Sections 8, 9, and 10
of this  Agreement are an essential  part of the  consideration  for the Company
entering  into  this  Agreement  and that the  Company  is  entering  into  this
Agreement in full reliance on these acknowledgments,  covenants, representations
and warranties.

     12.  TIME AND  TERRITORY  REDUCTION.  If any of the  periods of time and/or
territories  described in Sections 8, 9 and 10 of this  Agreement are held to be
in any  respect  an  unreasonable  restriction,  it is agreed  that the court so
holding may reduce the territory to which the restriction pertains or the period
of time in which it operates or may reduce both such  territory and such period,
to the minimum extent necessary to render such provision enforceable.

     13.  SURVIVAL.  The  obligations  described  in  Sections  8 and 10 of this
Agreement  shall survive any termination of this Agreement or any termination of
the employment relationship created hereunder.

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     14. NONDELEGABILITY OF EMPLOYEE'S RIGHTS AND COMPANY ASSIGNMENT RIGHTS. The
obligations,  rights and benefits of Employee hereunder are personal and may not
be delegated,  assigned or  transferred in any manner  whatsoever,  nor are such
obligations, rights or benefits subject to involuntary alienation, assignment or
transfer.  Upon mutual  agreement  of the parties,  the Company upon  reasonable
notice to Employee may transfer  Employee to an affiliate of the Company,  which
affiliate shall assume the obligations of the Company under this Agreement. This
Agreement  shall  be  assigned  automatically  to any  entity  merging  with  or
acquiring the Company.

     15.  AMENDMENT.  Except for documents  regarding the grant of stock options
and an Invention,  Confidential Information and Non-Competition  Agreement, this
Agreement  contains,  and its terms  constitute,  the  entire  agreement  of the
parties  and   supersedes  any  prior   agreements,   including  any  Employment
Agreements,  and it may be  amended  only by a written  document  signed by both
parties to this Agreement.

     16.  GOVERNING LAW. This  Agreement  shall be governed by and construed and
enforced in accordance with the internal laws of the State of Arizona, exclusive
of the  conflict  of law  provisions  thereof,  and the  parties  agree that any
litigation  pertaining to this Agreement  shall be in courts located in Maricopa
County, Arizona.

     17.  ATTORNEYS'  FEES.  If any party  finds it  necessary  to employ  legal
counsel or to bring an action at law or other proceeding against the other party
to enforce any of the terms hereof,  the party  prevailing in any such action or
other proceeding shall be paid by the other party its reasonable attorneys' fees
as well as court costs all as determined by the court and not a jury.

     18. NOTICES. All notices,  demands,  instructions,  or requests relating to
this Agreement  shall be in writing and,  except as otherwise  provided  herein,
shall be deemed to have been given for all purposes (i) upon personal  delivery,
(ii) one day after  being  sent,  when sent by  professional  overnight  courier
service from and to locations within the Continental  United States,  (iii) five
days after posting when sent by United States registered or certified mail, with
return receipt  requested and postage paid, or (iv) on the date of  transmission
when sent by facsimile with a hard-copy confirmation;  if directed to the person
or entity to which notice is to be given at his or its address set forth in this
Agreement  or at any other  address  such  person or entity  has  designated  by
notice.

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     To the Company:          ORTHOLOGIC CORP.
                              1275 West Washington Street
                              Tempe, AZ 85281
                              Attention:  Chief Executive Officer

     To Employee:             Shane Kelly
                              8352 East Amherst Circle
                              Denver, CO 80231

     19.  ENTIRE  AGREEMENT.   This  Agreement,   the  Invention,   Confidential
Information and Non-Competition  Agreement dated February 8, 1999, the promotion
letter dated December 4, 2000 and documents regarding the grant of stock options
constitute  the final written  expression of all of the  agreements  between the
parties  and are a  complete  and  exclusive  statement  of  those  terms.  They
supersede all understandings  and negotiations  concerning the matters specified
herein. Any representations,  promises,  warranties or statements made by either
party that differ in any way from the terms of this written  Agreement  shall be
given no force or effect. The parties specifically represent, each to the other,
that there are no additional or supplemental  agreements between them related in
any way to the matters herein contained unless specifically included or referred
to herein.  No addition to or  modification  of any provision of this  Agreement
shall be  binding  upon any  party  unless  made in  writing  and  signed by all
parties. To the extent that there is any conflict between this Agreement and the
Invention,   Confidential   Information  and  Non-Competition   Agreement,   the
provisions of this Agreement shall govern.

     20.  WAIVER.  The waiver by either  party of the breach of any  covenant or
provision in this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party.

     21.  INVALIDITY OF ANY  PROVISION.  The  provisions  of this  Agreement are
severable,  it being  the  intention  of the  parties  hereto  that  should  any
provisions   hereof  be   invalid   or   unenforceable,   such   invalidity   or
unenforceability  of any  provision  shall not affect the  remaining  provisions
hereof, but the same shall remain in full force and effect as if such invalid or
unenforceable provisions were omitted.

     22.  ATTACHMENTS.  All  attachments  or  exhibits  to  this  Agreement  are
incorporated  herein by this reference as though fully set forth herein.  In the
event  of any  conflict,  contradiction  or  ambiguity  between  the  terms  and
conditions  in this  Agreement  and any of its  attachments,  the  terms of this
Agreement shall prevail.

     23. INTERPRETATION OF AGREEMENT. When a reference is made in this Agreement
to an article or section,  such  reference  shall be to an article or section of
this  Agreement  unless  otherwise  indicated.  The  headings  contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or  interpretation  of this  Agreement.  Whenever  the words  "include,"
"includes," or "including" are used in this  Agreement,  they shall be deemed to
be followed by the words "without limitation."

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     24.  HEADINGS.  Headings in this Agreement are for  informational  purposes
only and shall not be used to construe the intent of this Agreement.

     25.  COUNTERPARTS.  This  Agreement may be executed  simultaneously  in any
number of  counterparts,  each of which shall be deemed an  original  but all of
which together shall constitute one and the same agreement.

     26. BINDING  EFFECT;  Benefits.  This  Agreement  shall be binding upon and
shall  inure to the benefit of the parties  hereto and their  respective  heirs,
successors,  executors,  administrators  and assigns.  Notwithstanding  anything
contained  in  this  Agreement  to the  contrary,  nothing  in  this  Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective  heirs,  successors,  executors,  administrators  and
assigns any rights,  remedies,  obligations or liabilities under or by reason of
this Agreement.

     This  Agreement  has been executed by the parties as the date first written
above.

                                        ORTHOLOGIC CORP.
                                        ("Company")


                                        By:
                                           -------------------------------------
                                           Thomas R. Trotter
                                           President/Chief Executive Officer


                                        SHANE KELLY
                                        ("Employee")


                                        By:
                                           -------------------------------------

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