AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                ORTHOLOGIC CORP.

                             Pursuant to Section 242
                   of the General Corporation Law of Delaware

     The undersigned,  Thomas R. Trotter and Terry D. Meier, being the President
and Secretary,  respectively,  of OrthoLogic Corp., a Delaware  corporation (the
"Corporation"), do hereby certify as follows:

          A. The present name of the  Corporation  is OrthoLogic  Corp. The name
under which the Corporation was originally incorporated was IatroMed Inc.

          B. The original  Certificate of  Incorporation  of the Corporation was
filed with the Secretary of State of Delaware on July 30, 1987.

          C. This Amended and Restated  Certificate  of  Incorporation  was duly
adopted by the  stockholders  of the Corporation in accordance with Sections 242
and 245 of the General  Corporation  Law of  Delaware by written  consent of the
stockholders pursuant to Section 228 accordance with the General Corporation Law
of Delaware dated November 16th, 1992.

          D. The text of the Certificate of  Incorporation of the Corporation as
heretofore  amended  is hereby  amended by this  certificate  to read in full as
follows:

               1. Name. The name of the corporation is OrthoLogic Corp.

               2.  Registered  Agent.  The  name  and  address  of  the  initial
registered  office and registered  agent of the  Corporation is The  Corporation
Trust company,  Corporation Trust center, 1209 Orange Street, New Castle County,
Wilmington, Delaware 19801.

               3. Purpose.  The purpose for which this  Corporation is organized
is the transaction of any or all lawful activity for which  corporations  may be
organized under the General  Corporation  Law of Delaware,  as it may be amended
from time to time.

               4. Election of Directors.  Elections of directors at an annual or
special meeting of stockholders  shall be by written ballot unless the Bylaws of
the  Corporation  shall  otherwise   provide.   Advance  notice  of  stockholder
nominations  for the election of directors shall be given in the manner provided
in the Bylaws of the Corporation.

               5. Authorized Capital.  The total number of shares of stock which
the Corporation shall have authority to issue is 52,000,000  shares,  consisting
of 50,000,000 shares of common stock having a par value of $.0005 per share (the
<PAGE>
"Common  Stock") and 2,000,000  shares of preferred  stock having a par value of
$.0005 per share (the "Preferred Stock").

     The Board of Directors is authorized,  subject to limitations prescribed by
law and the  provisions  of Article 5, to provide for the issuance of the shares
of  Preferred  Stock in  series,  and by filing a  certificate  pursuant  to the
applicable  law of the State of  Delaware,  to  establish  from time to time the
number of shares to be included in each such series, and to fix the designation,
powers,  preferences  and  rights  of the  shares of each  such  series  and the
qualifications, limitations or restrictions thereof.

     The authority of the Board with respect to each series shall  include,  but
not be limited to, determination of the following:

          (a) The number of shares  constituting that series and the distinctive
designation of that series;

          (b) The dividend rate on the shares of that series,  whether dividends
shall be  cumulative,  and,  if so, from which date or dates,  and the  relative
rights of priority, if any, of payment of dividends on shares of that series;

          (c) Whether that series shall have voting  rights,  in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

          (d) Whether that series shall have conversion privileges,  and, if so,
the terms and conditions of such conversion,  including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;

          (e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption,  including the date or dates
upon or after which they shall be  redeemable,  and the amount per share payable
in case of redemption,  which amount may vary under different  conditions and at
different redemption dates;

          (f) Whether that series  shall have a sinking fund for the  redemption
or purchase of shares of that  series,  and, if so, the terms and amount of such
sinking fund;

          (g) The rights of the shares of that series in the event of  voluntary
or involuntary  liquidation,  dissolution or winding up of the Corporation,  and
the relative  rights of  priority,  if any, of payment of shares of that series;
and

          (h) Any other relative  rights,  preferences  and  limitations of that
series.

     6.  Classification and Terms of Directors.  The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
consisting of not less than three  directors nor more than nine  directors,  the
exact  number of  directors  to be  determined  from time to time by  resolution

                                       2
<PAGE>
adopted by the Board of  Directors.  The  directors  shall be divided into three
classes,  designated  Class I, Class II and Class III. Each class shall consist,
as nearly as may be  possible,  of  one-third  of the total  number of directors
constituting  the entire Board of  Directors.  The terms of the initial  Class I
directors   shall  terminate  on  the  date  of  the  first  annual  meeting  of
stockholders  held after the  effective  date of this Article 6; the term of the
initial  Class II directors  shall  terminate  on the date of the second  annual
meeting of stockholders held after the effective date of this Article 6; and the
term of the initial Class III directors shall terminate on the date of the third
annual meeting of stockholders  held after the effective date of this Article 6.
At each annual meeting of  stockholders  beginning with the first annual meeting
held after the  effective  date of this  Article 6,  successors  to the class of
directors  whose term  expires at that  annual  meeting  shall be elected  for a
three-year term. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the number of directors
in each class as nearly equal as possible,  and any additional  directors of any
class elected to fill a vacancy  resulting  from an increase in such class shall
hold  office for a term that shall  coincide  with the  remaining  terms of that
class,  but in no case will a decrease  in the number of  directors  shorten the
term of any incumbent  director.  A director  shall hold office until the annual
meeting for the year in which his term expires and until his successor  shall be
elected  and shall  qualify,  subject,  however,  to prior  death,  resignation,
retirement, disqualification or removal from office. Any vacancy on the Board of
Directors,  howsoever  resulting  (including  without  limitation  newly created
directorships),  may be filled by a majority  of the  directors  then in office,
even if less  than a  quorum,  or by a sole  remaining  director.  Any  director
elected to fill a vacancy shall hold office for a term that shall  coincide with
the term of the class to which such director shall have been elected.

     Notwithstanding  the  foregoing,  whenever  the  holders of any one or more
classes or series of Preferred  Stock issued by the  Corporation  shall have the
right,  voting separately by class or series, to elect directors at an annual or
special  meeting of  stockholders,  the  election,  term of  office,  filling of
vacancies  and other  features  of such  directorships  shall be governed by the
terms of this  Certificate  of  Incorporation  or the  resolution or resolutions
adopted by the Board of Directors  pursuant to Article Five applicable  thereto,
and such directors so elected shall not be divided into classes pursuant to this
Article Six unless expressly provided by such terms.

     7. Removal of Directors.  Subject to the rights,  if any, of the holders of
shares of Preferred Stock then  outstanding,  any or all of the directors of the
Corporation  may be removed from office at any time, but only for cause and only
by the affirmative  vote of the holders of a majority of the outstanding  shares
of the Corporation then entitled to vote generally in the election of directors,
considered for purposes of this Article 7 as one class.

     8.  Director  Liability.  No  director  shall be  personally  liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director.  Notwithstanding the foregoing sentence,  a
director shall be liable to the extent provided by applicable law (i) for breach
of the director's duty of loyalty to the Corporation or its  stockholders,  (ii)
for acts or omissions not in good faith or which involve intentional  misconduct
or a knowing  violation  of law,  (iii)  pursuant to Section 174 of the Delaware

                                       3
<PAGE>
General  Corporation  Law or (iv) for any  transaction  from which the  director
derived an improper personal  benefit.  No amendment to the liability or alleged
liability of any director of the  Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.

     9. Action by Consent of  Stockholders.  Any action required or permitted to
be taken by the  stockholders  must be  effected  at a duly  called and  noticed
annual or special meeting of such,  stockholders  and may not be effected by any
consent in writing by such stockholders.

     10.  Compromise of Debts.  Whenever a compromise or arrangement is proposed
between this  Corporation  and its creditors or any class of them and/or between
this  Corporation  and its  stockholders  or any  class  of them,  any  court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder  thereof or on
the  application  of any receiver or receivers  appointed  for this  Corporation
under the  provisions  of Section 291 of Title 8 of the Delaware  Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  Corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this  Corporation,  as the case may
be, to be  summoned in such  manner as the said court  direct.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  Corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this Corporation, as the case may be,
and also on this Corporation.

     11. Special Voting Requirements.

          (a)  Except  as set  forth in  Section  (b) of this  Article  11,  the
affirmative  vote of the holders of two-thirds of the  outstanding  stock of the
Corporation entitled to vote shall be required for:

               (1) any merger or consolidation to which the Corporation,  or any
of its  subsidiaries,  and an  Interested  Person (as  hereinafter  defined) are
parties;

               (2) any sale or other  disposition by the Corporation,  or any of
its  subsidiaries,  of all or  substantially  all of its assets to an Interested
Person;

               (3) any purchase or other acquisition by the Corporation,  or any
of its  subsidiaries,  of all or substantially  all of the assets or stock of an
Interested Person; and

               (4)  any  other  transaction  with  an  Interested  Person  which
requires the approval of the  stockholders of the Corporation  under the GCL, as
in effect from time to time.

                                       4
<PAGE>
          (b) The  provisions  of  Section  (a) of this  Article 11 shall not be
applicable to any transaction  described therein if such transaction is approved
by resolution of the Corporation's Board of Directors,  provided that a majority
of the  members  of the  Board of  Directors  voting  for the  approval  of such
transaction are Continuing Directors.  The term "Continuing Director" shall mean
any  member  of the  Board  of  Directors  of  the  Corporation  who is not  the
Interested Person, and not an affiliate, associate, representative or nominee of
the  Interested  Person or of such an affiliate or associate that is involved in
the relevant  transaction,  and (A) was a member of the Board of Directors prior
to the date that the person,  firm or  corporation,  or any group thereof,  with
whom such  transaction  is proposed,  became an  Interested  Person or (B) whose
initial election as a director of the Corporation succeeds a Continuing Director
or is a newly  created  directorship,  and in either case was  recommended  by a
majority vote of the Continuing Directors then in office.

          (c) As used in this  Article 11, the term  "Interested  Person"  shall
mean any person, firm or corporation,  or any group thereof, acting or intending
to act in concert,  including any person  directly or indirectly  controlling or
controlled by or under direct or indirect common control with such person,  firm
or  corporation  or group,  which owns of record or  beneficially,  directly  or
indirectly,  five percent (5%) or more of any class of voting  securities of the
Corporation.

     12.  Special  Meetings.   Special  meetings  of  the  stockholders  of  the
Corporation  for any purpose or  purposes  may be called at any time only by the
President,  or the Board of  Directors  pursuant to a  resolution  approved by a
majority  of the whole  Board of  Directors,  or at the  request  in  writing of
shareholders owning at least 35% of the capital stock issued and outstanding and
entitled to vote.  Special meetings of the stockholders may not be called by any
other  person or persons.  Business  transacted  at any  special  meeting of the
stockholders  shall be  limited  to the  purposes  stated in the  notice of such
meeting.

     13. Bylaws. In furtherance and not in limitation of the powers conferred by
statute,  the Board of Directors is expressly authorized by majority vote of the
whole Board of Directors to adopt, repeal, alter, amend or rescind the Bylaws of
the  Corporation.  In addition,  the Bylaws of the  Corporation  may be adopted,
repealed,  altered,  amended, or rescinded by the affirmative vote of two-thirds
of the outstanding stock of the Corporation entitled to vote thereon;  provided,
if the Continuing  Directors,  as defined in Article 11 shall by a majority vote
of such Continuing  Directors have adopted a resolution  approving the amendment
or repeal  proposal  and have  determined  to  recommend  it for approval by the
holders of stock  entitled to vote thereon,  then the vote required shall be the
affirmative vote of the holders of at least a majority of the outstanding shares
entitled to vote thereon.

     14. Certificate. The Corporation reserves the right to amend, alter, change
or repeal any provision  contained in this  Certificate of  Incorporation in the
manner  now  or  hereafter   prescribed  by  statute  and  the   Certificate  of

                                       5
<PAGE>
Incorporation,  and all rights  conferred  on  stockholders  herein are  granted
subject to the  reservations in Article 14. Provided,  however,  the affirmative
vote  of  the  holders  of at  least  two-thirds  of  the  voting  power  of the
outstanding stock of the Corporation entitled to vote thereon, shall be required
to alter, amend, or adopt any provision  inconsistent with or repeal Articles 4,
6,  7, 9,  11,  12 and 13 and  this  Article  14;  provided,  if the  Continuing
Directors,  as defined in Article 11 shall by a majority vote of such Continuing
Directors have adopted a resolution  approving the amendment or repeal  proposal
and have  determined  to  recommend  it for  approval  by the  holders  of stock
entitled to vote thereon,  then the vote required shall be the affirmative  vote
of the holders of at least a majority of the outstanding shares entitled to vote
thereon.

     EXECUTED this 9 day of May, 2000.


                                        /s/ Thomas R. Trotter
                                        ----------------------------------------
                                        Thomas R. Trotter, President


Attest:


/s/ Terry D. Meier
-----------------------------------
Terry D. Meier, Secretary

                                       6