EMPLOYMENT AGREEMENT


         This Agreement,  which shall be effective as of October 17, 1997, is by
and between OrthoLogic Corp., a Delaware corporation (the "Company"),  and Allan
M. Weinstein ("Employee").

RECITALS:
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         A. Employee is presently  employed by the Company and both parties wish
to continue and redefine the nature of the employment relationship.

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

AGREEMENT:
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         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 Board of Directors (the "Board"). Initially, Employee's title shall be
Board  Member,   with   responsibility   for  strategic  product  alliances  and
acquisitions.  Such title and  duties  may be  changed  from time to time by the
Board or the Company's Chief Executive Officer (the "CEO"). Employee will report
to the Company's CEO.  Employee shall not have set work hours, and while various
projects  may  require  more  or  less  time  within  any  given  month,  it  is
contemplated  that he will  commit to working on Company  matters for up to five
days per month.  Until October 19, 1999,  the Company shall use its best efforts
to maintain  Employee as a member of the Board.  Employee  understands that from
and after October 20, 1997, the Company will not provide him with an office, but
will provide  reasonable  secretarial  and other staff  support and will provide
ancillary  office  equipment  such as a fax machine,  dictating  equipment and a
computer.

         2. Term. The term of Employee's  employment  pursuant to this Agreement
shall be for two years  beginning  on October 20, 1997 and ending on October 19,
1999.

         3. Compensation.

                  (a) Salary.  During the term of employment,  the Company shall
pay Employee a minimum  base annual  salary,  before  deducting  all  applicable
withholdings,  of  $218,000  per year,  payable  at the times and in the  manner
dictated by the Company's standard payroll policies.
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                  (b) Bonus. Employee shall be eligible to receive discretionary
bonuses based on his  accomplishments  and success,  as determined  from time to
time by the CEO and Board.  Any such bonuses shall be based upon the achievement
of individual  goals and Company  performance and shall be granted solely in the
discretion of the Board.

                  (c) Stock Options.  Employee currently has options to purchase
shares of the  Company's  Common Stock.  On October 17, 1997,  the Company shall
grant to  Employee,  from the  Company's  1987  Stock  Option  Plan,  options to
purchase  25,000 shares of the Company's  common stock,  with an exercise  price
equal to the fair market value of the stock on the effective  date of the grant,
with such value  determined  as specified in the 1987 Stock Option Plan. So long
as  Employee  is still  employed  by the  Company at each such time of  vesting,
options to purchase 1,042 shares shall vest on November 19, 1997 and on the 19th
day of each  calendar  month  thereafter,  until such  shares are fully  vested;
provided that all options from such  25,000-option  grant and all other unvested
options shall vest immediately  upon a termination of Employee's  employment for
any reason.

         4. Fringe Benefits. In addition to the compensation,  bonus and options
as  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  but  shall  be
commensurate with Employee's executive capacity.  The Company agrees to maintain
term life insurance  during the term of this Agreement in an amount equal to two
times Employee's base salary,  as it may be adjusted from time to time, with the
beneficiary to be designated by Employee. 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.

         5.  Expenses  and  Automobile.  The  Company  shall,  upon  receipt  of
appropriate  documentation,  reimburse  Employee  each month for his  reasonable
travel,  lodging,  entertainment,  promotion  and other  ordinary and  necessary
business  expenses  consistent  with Company  policies.  Employee  shall also be
entitled to an automobile allowance of $450 per month while he is an Employee.

         6. Termination.

                  (a)  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,  so long as
Employee continues to comply with the requirements of this Agreement,  including
Sections 7 and 9, it shall  continue to pay to Employee  his minimum base salary
in effect at the time of termination  through  October 19, 1999, at the time and
in the manner dictated by the Company's standard payroll policies.
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<PAGE>
                  (b) 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  Employee's  employment by giving
notice to Employee.  If the Company terminates Employee for disability,  so long
as  Employee  continues  to  comply  with the  requirements  of this  Agreement,
including  Sections 7 and 9, it shall  continue to pay to  Employee  his minimum
base salary in effect at the time of  termination  through  October 19, 1999, at
the time and in the manner dictated by the Company's standard payroll policies.

                  (c) 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  until  October 19,
1999,  at a time and in a manner  similar  to when it would  have  been  paid to
Employee if he had survived,  except for any change in withholding  justified by
the change in circumstances.

         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-the 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
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<PAGE>
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.

                  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 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.  However,  Employee shall be entitled to make a
passive  investment in a publicly traded stock of a competitor of the Company so
long as he does not at any time own more than 5% of the total  outstanding stock
of such competitor.

         9.  Non-competition;  Non-solicitation.  The parties  acknowledge  that
Employee will acquire much knowledge and information  concerning the business of
the Company and its
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<PAGE>
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,  between the  termination  of his  Employment  for any reason,  and
October 20, 1999, 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;

                  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 7, 8, and 9 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 7,
8, and 9 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.
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<PAGE>
         12. Time and Territory Reduction.  If any of the periods of time and/or
territories  described in Sections 7, 8, and 9 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 7 and 9 of this
Agreement  shall survive any termination of this Agreement or any termination of
the employment relationship created hereunder.

         14.  Indemnification.  The  Company  will  provide  indemnification  to
Employee in accordance  with the current  Certificate and Bylaws of the Company.
These obligations shall survive the termination of Employee's employment.

         15.  Testimony.  If  Employee  has  knowledge  of or is alleged to have
knowledge  of any matters  which are the subject of any pending,  threatened  or
future  litigation  involving  the  Company  (or any  subsidiary),  he will make
himself  available  to  testify  if and as  necessary.  Employee  will also make
himself  available to the attorneys  representing the Company in connection with
any such  litigation or dispute for such purposes as they may deem  necessary or
appropriate, including but not limited to the review of documents, discussion of
the case and  preparation  for any  legal  proceedings.  This  Agreement  is not
intended to and shall not be  construed  so as to in any way limit or affect the
testimony  which  Employee  gives  in  any  such  proceedings.  Further,  it  is
understood and agreed that Employee will at all times testify fully,  truthfully
and accurately, whether in deposition, hearing, trial or otherwise.

         16. 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.

         17.  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.

         18.  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.
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<PAGE>
         19.  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.

         20. 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.

                  To the Company:         ORTHOLOGIC CORP.
                                          2850 South 36th Street, Suite 16
                                          Phoenix, AZ 85034
                                          Attention:  Chief Executive Officer

                  To Employee:            Allan M. Weinstein
                                          3177 E. Sierra Vista Drive
                                          Phoenix, AZ  85016

         21. Entire  Agreement.  This Agreement and the Invention,  Confidential
information  and  Non-Competition  Agreement  previously  executed  by  Employee
constitute  the final written  expression of all of the  agreements  between the
parties  (except  those  relating  to  Employee's  service as a director  of the
Company),  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 these  two  written  Agreements
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 either
of such  Agreements  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.

         22. 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.

         23.  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
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provisions hereof, but the same shall remain in full force and effect as if such
invalid or unenforceable provisions were omitted.

         24.  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.

         25.  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."

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

         27. 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.

         28. 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 of October 20, 1997.

                                ORTHOLOGIC CORP.
                                ("Company")

                                By:      /s/ John M. Holliman, III
                                         Chairman of Board


                                ALLAN M. WEINSTEIN
                                ("Employee")

                                By:      /s/ Allan M. Weinstein
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