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Exhibit 3.1

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





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common stock having a par value of $.0005 per share (the 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





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determined from time to time by resolution
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





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Delaware 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





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requires the
approval of the stockholders of the Corporation under the GCL, as in effect
from time to time.

(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





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prescribed by statute and the Certificate of
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. TrotterThomas R. Trotter, PresidentAttest:/s/ Terry D. MeierTerry D. Meier, Secretary