CERTIFICATE OF INCORPORATION

                                       OF

                                ORTHOLOGIC CORP.


                  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  42,000,000  shares,
consisting of 40,000,000 shares of 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
<PAGE>
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  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
                                        2
<PAGE>
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
General Corporation Law or (iv) for any transaction from which the
                                        3
<PAGE>
director derived an improper personal benefit. No amendment to or repeal of this
Section  8 shall  apply  to or have  any  effect  on 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 Corpora- tion, or
any of its subsidiaries,  and an Interested Person (as hereinafter  defined) are
parties;
                                        4
<PAGE>
                  (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.

         (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
                                        5
<PAGE>
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
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.
                                        6
<PAGE>
                                ORTHOLOGIC CORP.

                           CERTIFICATE OF DESIGNATION

                                  in respect of

                            SERIES A PREFERRED STOCK

                          ----------------------------

                         Pursuant to Section 151 of the
                    Delaware General Business Corporation Law

                    -----------------------------------------


         The  undersigned,  being the  Chairman and Chief  Executive  officer of
OrthoLogic Corp. (the "Corporation"), a corporation organized and existing under
the Delaware General  Corporation  Law, hereby  certifies that,  pursuant to the
provisions of Section 151 of the Delaware General  Corporation Law, the Board of
Directors of the Corporation duly adopted the following  resolution at a meeting
of said Board of  Directors  duly called and held on February  21,  1997,  which
resolution remains in full force and effect as of the date hereof:

                  RESOLVED,  that the  Board of  Directors  of the  Corporation,
         pursuant to authority  expressly  vested in it by the provisions of the
         Corporation's  Amended and Restated  Certificate of  Incorporation,  as
         amended (the "Charter"),  hereby  establishes a series of the Preferred
         Stock,  par value $.0005 per share,  of the  Corporation  and fixes the
         number  of  shares  of  such  series  and  the  powers,   designations,
         preferences  and relative,  participating,  optional or other rights of
         such  series,  and  the  qualifications,  limitations  or  restrictions
         thereof, as follows:

                  The first  series of  Preferred  Stock,  par value  $.0005 per
         share, of the Corporation shall be, and hereby is, designated "Series A
         Preferred  Stock"  (the  "Series A  Shares"),  and the number of shares
         constituting such series shall be Three Hundred Thousand (300,000). The
         relative  rights and  preferences  of the  Series A Shares  shall be as
         follows:
<PAGE>
                  Section a. Dividends and Distributions.

                  (1) Subject to the prior and superior rights of the holders of
         any shares of any series of stock  ranking  prior and  superior  to the
         Series A Shares  with  respect to  dividends,  the  holders of Series A
         Shares,  in preference to the holders of Common Stock, par value $.0005
         per share,  of the  Corporation  (the "Common  Stock") and of any other
         junior stock, shall be entitled to receive, when and as declared by the
         Board of Directors,  out of any funds lawfully available therefor, cash
         dividends  thereon,  payable  quarterly,  from  the  date  of  issuance
         thereof,  upon the tenth days of  January,  April,  July and October in
         each year  (each  such date being  referred  to herein as a  "Quarterly
         Dividend  Payment Date"),  commencing on the first  Quarterly  Dividend
         Payment Date after the first issuance of a Series A Share, in an amount
         per share  (rounded  to the  nearest  cent) equal to the greater of (a)
         $10.00 or (b) subject to the provisions for adjustment  hereinafter set
         forth,  100 times the aggregate per share amount of all cash dividends,
         and 100 times the aggregate  per share amount  (payable in kind) of all
         non-cash  dividends  or other  distributions,  other than a dividend or
         distribution  payable in shares of Common Stock or a subdivision of the
         outstanding shares of Common Stock (by  reclassification or otherwise),
         declared on the Common Stock since the immediately  preceding Quarterly
         Dividend Payment Date or, with respect to the first Quarterly  Dividend
         Payment Date,  since the first  issuance of any Series A Share.  In the
         event  the  Corporation  shall at any time  after  March  12,  1997 (i)
         declare any  dividend on the Common  Stock  payable in shares of Common
         Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
         outstanding Common Stock into a smaller number of shares,  then in each
         such case the amounts to which holders of Series A Shares were entitled
         immediately  prior to such event under clause (a) and clause (b) of the
         preceding sentence shall be adjusted by multiplying each such amount by
         a  fraction  the  numerator  of which is the number of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.

                  (2) The  Corporation  shall declare a dividend or distribution
         on the Series A Shares as provided  in  paragraph  (1) of this  Section
         immediately after it declares a dividend  or.distribution on the Common
         Stock  (other  than a  dividend  or  distribution  payable in shares of
         Common  Stock);  provided,  however,  that, in the event no dividend or
         distribution  shall have been  declared on the Common  Stock during the
         period  between  any  Quarterly  Dividend  Payment  Date  and the  next
         subsequent  Quarterly  Dividend  Payment Date, a dividend of $10.00 per
         share on the Series A Shares
                                        2
<PAGE>
         shall  nevertheless  be payable on such subsequent  Quarterly  Dividend
         Payment  Date;  and provided  further,  that nothing  contained in this
         paragraph  (2) shall be construed so as to conflict  with any provision
         relating to the declaration of dividends contained in the Charter.

                  (3)  Dividends  shall  begin to accrue  and be  cumulative  on
         outstanding  Series A Shares from the Quarterly  Dividend  Payment Date
         next  preceding  the date of issue of such Series A Shares,  unless the
         date of issue of such  shares is prior to the record date for the first
         Quarterly Dividend Payment Date, in which case dividends on such shares
         shall begin to accrue from the date of issue of such shares,  or unless
         the date of issue is a  Quarterly  Dividend  Payment  Date or is a date
         after the  record  date for the  determination  of  holders of Series A
         Shares  entitled  to  receive a  quarterly  dividend  and  before  such
         Quarterly  Dividend  Payment  Date,  in  either  of which  events  such
         dividends  shall begin to accrue and be cumulative  from such Quarterly
         Dividend  Payment  Date.  Accrued but unpaid  dividends  shall not bear
         interest.  Dividends paid on the Series A Shares in an amount less than
         the total  amount of such  dividends at the time accrued and payable on
         such shares shall be allocated pro rata on a share-by-share basis among
         all such shares at the time outstanding. The Board of Directors may fix
         a record  date for the  determination  of  holders  of  Series A Shares
         entitled  to receive  payment of a dividend  or  distribution  declared
         thereon.

                  Section b. Redemption. The Series A Shares are not redeemable.

                  Section c.  Liquidation,  Dissolution  or  Winding  Up. In the
event  of the  voluntary  or  involuntary  liquidation  of the  Corporation  the
"preferential  amount" that the holders of the Series A Shares shall be entitled
to receive out of the assets of the Corporation  shall be $100.00 per share plus
all accrued and unpaid dividends thereon.

                  (1) Upon any  liquidation,  dissolution  or  winding up of the
         Corporation,  no distribution shall be made to the holders of shares of
         stock ranking junior (upon  liquidation,  dissolution or winding up) to
         the Series A Shares  unless,  prior  thereto,  the  holders of Series A
         Shares shall have received  $100.00 per share,  plus an amount equal to
         accrued and unpaid dividends and distributions thereon,  whether or not
         declared,  to the  date of such  payment  (the  "Series  A  Liquidation
         Preference").  Following the payment of the full amount of the Series A
         Liquidation  Preference,  no additional  distributions shall be made to
         the holders of Series A Shares unless,  prior  thereto,  the holders of
         shares of common stock shall have received an amount per share (the
                                        3
<PAGE>
         "Common Adjustment") equal to the quotient obtained by dividing (i) the
         Series A Liquidation  Preference by (ii) 100 (as appropriately adjusted
         as set forth in paragraph  (3) of this Section c to reflect such events
         as stock splits, stock dividends and recapitalizations  with respect to
         the  Common  Stock)  (such  number  in  clause  (ii),  the  "Adjustment
         Number").  Following  the  payment  of the full  amount of the Series A
         Liquidation  Preference  and the  Common  Adjustment  in respect of all
         outstanding Series A Shares and Common Stock, respectively,  holders of
         Series A Shares and  holders of shares of Common  Stock  shall  receive
         their ratable and  proportionate  share of the  remaining  assets to be
         distributed in the ratio of the  Adjustment  Number to one with respect
         to the  Series  A  Shares  and  Common  Stock,  on a per  share  basis,
         respectively.

                  (2) In the  event,  however,  that  there  are not  sufficient
         assets  available to permit payment in full of the Series A Liquidation
         Preference  and the  liquidation  preferences  of all  other  series of
         preferred  stock,  if any,  that  rank on a parity  with  the  Series A
         Shares,  then all such available assets shall be distributed ratably to
         the  holders  of the Series A Shares  and the  holders  of such  parity
         shares in proportion to their respective  liquidation  preferences.  In
         the event,  however,  that there are not sufficient assets available to
         permit  payment  in  full  of the  Common  Adjustment,  then  any  such
         remaining assets shall be distributed  ratably to the holders of Common
         Stock.

                  (3) In the event the Corporation shall at any time after March
         12, 1997 (i) declare any dividend on Common Stock  payable in shares of
         Common  Stock,  (ii)  subdivide the  outstanding  Common Stock or (iii)
         combine the  outstanding  Common Stock into a smaller number of shares,
         then in each such  case the  Adjustment  Number  in effect  immediately
         prior to such event shall be adjusted by  multiplying  such  Adjustment
         Number by a fraction, the numerator of which is the number of shares of
         Common  Stock   outstanding   immediately  after  such  event  and  the
         denominator  of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.


                  Section d. Sinking  Fund.  The  Preferred  Shares shall not be
         entitled  to the  benefit of any  sinking  fund for the  redemption  or
         purchase of such shares.
                                        4
<PAGE>
                  Section e. Conversion.

                  (1) Subject to paragraph  (2) of this Section e, the Preferred
         Shares shall not be convertible.

                  (2)  In  case   the   Corporation   shall   enter   into   any
         consolidation,  merger,  combination or other  transaction in which the
         shares of Common Stock are exchanged for or changed into other stock or
         securities,  cash and/or any other property,  then in any such case the
         Series  A  Shares  shall at the same  time be  similarly  exchanged  or
         changed in an amount per share (subject to the provision for adjustment
         hereinafter  set  forth)  equal to 100  times the  aggregate  amount of
         stock, securities, cash and/or any other property (payable in kind), as
         the case may be, into which or for which each share of Common  Stock is
         changed or exchanged.  In the event the  Corporation  shall at any time
         declare or pay any  dividend on the Common  Stock  payable in shares of
         Common Stock,  or effect a subdivision or combination or  consolidation
         of the  outstanding  shares of Common  Stock  (by  reclassification  or
         otherwise)  into a greater or lesser  number of shares of Common Stock,
         then in each such case the amount set forth in the  preceding  sentence
         with  respect  to the  exchange  or change of Series A Shares  shall be
         adjusted by  multiplying  such amount by a fraction,  the  numerator of
         which is the number of shares of Common Stock  outstanding  immediately
         after such event,  and the denominator of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

                  Section f. Voting Rights.

                  (1) The holders of Series A Shares shall have no voting rights
         except as  provided by Delaware  statutes or by  paragraph  (2) of this
         Section f.

                  (2) So long as any Series A Shares shall be  outstanding,  and
         in addition to any other approvals or consents required by law, without
         the  consent  of  the  holders  of 66-  2/3%  of the  Series  A  Shares
         outstanding as of a record date fixed by the Board of Directors,  given
         either by their  affirmative  vote at a special meeting called for that
         purpose, or, if permitted by law, in writing without a meeting:

                           (i) The Corporation shall not sell, transfer or lease
                  all or  substantially  all the  properties  and  assets of the
                  Corporation;  provided,  however,  that  nothing  herein shall
                  require  the  consent of the holders of Series A Shares for or
                  in respect of the creation of any mortgage,  pledge,  or other
                  lien upon all or any part of the assets of the Corporation.
                                        5
<PAGE>
                           (ii) The  Corporation  shall  not  effect a merger or
                  consolidation  with  any  other  corporation  or  corporations
                  unless as a result of such merger or  consolidation  and after
                  giving effect thereto  holders of Series A Shares are entitled
                  to receive a per share amount and type of consideration  equal
                  to 100 times the per share  amount  and type of  consideration
                  received by holders of shares of Common  Stock,  or (1) either
                  (A) the Corporation shall be the surviving  corporation or (B)
                  if the  Corporation  is not  the  surviving  corporation,  the
                  successor  corporation  shall be a corporation  duly organized
                  and existing  under the laws of any state of the United States
                  of America or the District of Columbia, and all obligations of
                  the  Corporation  with respect to the Series A Shares shall be
                  assumed by such successor corporation, (2) the Series A Shares
                  then  outstanding  shall  continue to be  outstanding  and (3)
                  there shall be no alteration or change in the  designation  or
                  the preferences,  relative rights or limitations applicable to
                  outstanding   Series  A  Shares  prejudicial  to  the  holders
                  thereof.

                           (iii)  The  Corporation  shall  not  amend,  alter or
                  repeal  any  of  the   provisions   of  its   Certificate   of
                  Incorporation  in  any  manner  that  adversely   affects  the
                  relative  rights,  preferences  or limitations of the Series A
                  Shares or the holders thereof.

                  Section g. Certain Restrictions.

                  (1)  Whenever  quarterly   dividends  or  other  dividends  or
distributions  payable  on the Series A Shares as  provided  in Section a are in
arrears,   thereafter   and  until  all   accrued  and  unpaid   dividends   and
distributions,  whether or not declared,  on Series A Shares  outstanding  shall
have been paid in full, the Corporation shall not:

                           (i)  declare  or pay  dividends  on,  make any  other
                  distributions  on, or redeem or purchase or otherwise  acquire
                  for  consideration  any shares of stock ranking  junior (as to
                  dividends) to the Series A Shares;

                           (ii)  declare or pay  dividends  on or make any other
                  distributions  on any shares of stock  ranking on a parity (as
                  to dividends) with the Series A Shares,  except dividends paid
                  ratably on the Series A Shares  and all such  parity  stock on
                  which dividends are payable or in arrears in proportion to the
                  total amounts to which the holders of all such shares are then
                  entitled;

                           (iii)  redeem or purchase or otherwise acquire for
                                        6
<PAGE>
                  consideration  shares  of  any  stock  ranking  junior  (as to
                  dividends) to the Series A Shares; provided, however, that the
                  Corporation  may at any time  redeem,  purchase  or  otherwise
                  acquire shares of any such junior stock in exchange for shares
                  of  any  stock  of  the  Corporation,  ranking  junior  (as to
                  dividends) to the Series A Shares; and

                           (iv) purchase or otherwise  acquire for consideration
                  any  Series A  Shares,  or any  shares of stock  ranking  on a
                  parity (as to dividends)  with the Series A Shares,  except in
                  accordance  with  a  purchase  offer  made  in  writing  or by
                  publication  (as  determined by the Board of Directors) to all
                  holders  of such  shares  upon  such  terms  as the  Board  of
                  Directors,   after  consideration  of  the  respective  annual
                  dividend  rates and other relative  rights and  preferences of
                  the  respective  series and classes,  shall  determine in good
                  faith will result in fair and  equitable  treatment  among the
                  respective series or classes.

                  (2) The  Corporation  shall not permit any  subsidiary  of the
         Corporation  to purchase or  otherwise  acquire for  consideration  any
         shares of stock of the Corporation  unless the Corporation could, under
         paragraph  (1) of this Section g,  purchase or  otherwise  acquire such
         shares at such time and in such manner.

                  Section  h.  Fractional  Shares.  The  Corporation  may  issue
fractions and certificates representing fractions of Series A Shares in integral
multiples of 1/100th of a Series A Share, or in lieu thereof, at the election of
the Board of Directors of the  Corporation at the time of the first issue of any
Series A Shares, evidence such fractions by depositary receipts,  pursuant to an
appropriate  agreement between the Corporation and a depositary  selected by it,
provided that such agreement  shall provide that the holders of such  depositary
receipts shall have all rights,  privileges and  preferences to which they would
be  entitled  as  beneficial  owners  of  Series A  Shares.  In the  event  that
fractional  Series A Shares are issued,  the holders  thereof shall have all the
rights  provided  herein for holders of full  Series A Shares in the  proportion
that such fraction bears to a full share.
                                        7
<PAGE>
         IN TESTIMONY  WHEREOF,  OrthoLogic Corp. has caused this Certificate of
Designation  to be executed  and  acknowledged  by its Chairman of the Board and
Chief Executive Officer,  and attested by its Exec. Vice President as of the 5th
day of March, 1997.

                                           ORTHOLOGIC CORP.



                                           By: /s/ Allan M. Weinstein
                                              --------------------------
                                               Name: Allan M. Weinstein
                                               Title: Chairman and Chief
                                                      Executive Officer


ATTEST:



      /s/ Frank P. Magee
-----------------------------------
Name:  Frank P. Magee
Title: Executive Vice President,
       Research and Development
                                       8