Exhibit 10.1

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This Amended and Restated  Employment  Agreement (the "Agreement") shall be
effective,  as of July 15, 2002,  by and between  OrthoLogic  Corp.,  a Delaware
corporation (the "Company"), and Thomas R. Trotter ("Employee").

RECITALS:

     A.   Employee  has  been  employed  by  the  Company  in  the  position  of
President/CEO,  pursuant to an  Employment  Agreement  that was  effective as of
October 20, 1997 (the "1997 Employment Agreement").

     B. The parties now wish to amend the 1997 Employment Agreement by replacing
it with this Agreement for all purposes.

AGREEMENTS:

     The parties hereby agree as follows:

     1. REPLACEMENT OF 1997 EMPLOYMENT  AGREEMENT.  Effective  immediately,  the
1997 Employment  Agreement shall be replaced by this Agreement for all purposes.
The consideration for such amendment and replacement is solely as stated in this
Agreement  and neither  party shall have any further  rights or duties under the
1997 Employment Agreement.

     2. DEFINITIONS.  Capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings assigned to them in Exhibit A.

     3. EMPLOYMENT AND DUTIES.

          (a)  DEFINITION OF  "ELECTION."  Within the  limitations  described in
Sections 9 and 10 of this Agreement, either party may give the other notice that
he or it has elected to begin a two-year  transition  leading to the termination
of Employee's  employment  by the Company.  Such a notice is referred to in this
Agreement as an "Election."

          (b) DUTIES BEFORE AN ELECTION.  Subject to the terms and conditions of
this Agreement, prior to an Election, the Company employs Employee to serve in a
managerial  capacity and as a member of its Board of Directors (the "Board") 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
Board.  Employee's  title shall be  President/CEO  of the Company,  with general
responsibility for Company operations.  Employee will report to the Board. Prior
to an Election, the Company shall use its best efforts to maintain Employee as a
member of the Board.

          (c) DUTIES AFTER AN ELECTION.  Effective immediately upon an Election,
Employee  will  report  to the  Company's  President  and CEO or to the Board as
determined by the Board.  Employee  shall not have an official  title or any set
work hours. While various projects assigned to Employee may require more or less
time within any given  month,  it is  contemplated  that,  without his  consent,
Employee will not be asked to work on Company matters for more than 7.5 days per
quarter. Effective upon an Election,  Employee hereby resigns from the Board and
as an  officer  of the  Company.  Employee  understands  that from and after the

                                      -1-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>

Election, and until the end of the term of this Agreement,  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 desk-top  computer that Employee may continue to use
until  the end of the  term at  another  location  selected  by  him.  After  an
Election,  Employee  shall not be entitled to use any Company owned or supported
laptop  computers  or cell  phones  except to the extent  required  by  specific
projects assigned to Employee.

     4. TERM. Before an Election, Employee's employment shall have an indefinite
term and shall continue until terminated as provided in this Agreement.  Upon an
Election,  the  term of  Employee's  employment  by the  Company  shall  convert
automatically  to a two-year term beginning on the date of such Election.  After
the  Election,  any  extension or renewal of such term shall require the written
consent of both parties.

     5. COMPENSATION.

          (a) SALARY.  (i) Before an Election,  the Company shall pay Employee a
minimum base annual salary,  before  deducting all applicable  withholdings,  of
$330,000  per  year,  payable  at the times and in the  manner  dictated  by the
Company's  standard  payroll  policies.  The minimum base annual salary shall be
reviewed annually,  at the end of the Company's fiscal year, by the Compensation
Committee of the Board and may be increased,  but shall not be  decreased;  (ii)
during the first 12-month period immediately  following an Election,  Employee's
base  annual  salary  shall  remain at the same  level as it was at the time the
Election  was  made;  (iii)  during  the  second 12  months  after an  Election,
Employee's base annual salary shall be $330,000  regardless of the level of base
annual salary being paid to Employee prior to the Election.

          (b)  BONUSES.  (i) Before an Election,  Employee  shall be eligible to
participate  in an  incentive  bonus  program as developed  and adopted,  and as
revised from time to time,  by the Board.  Such program  shall be based upon the
achievement of individual  goals by Employee and upon Company  performance.  The
program shall  provide for a target bonus of 50% of  Employee's  base salary for
achievement  of a  Board-approved  plan.  (ii)  Additionally,  Employee shall be
entitled  to  receive  a  special  bonus  upon the first to occur of a Change in
Control or a Sale of the ***.  Either such special  bonus shall be calculated as
provided  in Exhibit  B.  (iii)  Employee  shall not be  entitled  to accrue any
additional bonus amounts after an Election occurs,  but any bonuses fully earned
prior to the Election shall remain due in accordance  with their terms,  and any
bonuses  accruing  prior to an Election  pursuant to an incentive  bonus program
shall be paid on a pro rata  basis  depending  on the  percentage  of the  bonus
measurement period that has elapsed at the time of the Election.

          (c) STOCK  OPTIONS.  From time to time,  as determined by the Board in
its discretion,  the Company shall grant to Employee  options to purchase 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.

     6. FRINGE  BENEFITS.  Both before and after an Election,  Employee shall be
entitled  to  participate  in all  employee  benefit  plans  (including  without
limitation  pension,  savings,  medical,  dental and disability plans) generally

                                      -2-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
available to  employees.  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 Employee's
employment  under 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.  Until an Election occurs, the Company will also provide
Employee with an automobile expense allowance of $450 per month.

     7. EXPENSES.  In addition to the compensation and benefits  provided above,
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.

     8. TERMINATION.

          (a) FOR CAUSE.  The Company may terminate  Employee's  employment  for
Cause upon written notice to Employee stating the facts constituting such Cause,
provided  that  Employee  shall have 30 days  following  such notice to cure any
conduct or act, if curable, alleged to provide grounds for termination for Cause
hereunder. In the event of termination for Cause, the Company shall be obligated
to pay  Employee  only the  minimum  base  salary  due him  through  the date of
termination.  The written notice shall state the Cause for termination.  "Cause"
shall  include  gross or willful  neglect of duty,  willful  failure to abide by
instructions or policies from or set by the Board of Directors, or conviction of
a felony or misdemeanor  punishable by at least one year in prison,  or pleading
guilty or NOLO CONTENDERE to same;  provided that the fact that the Company does
not request services from Employee with respect to any period or periods of time
after an Election shall not constitute Cause.

          (b) WITHOUT CAUSE. The Company may not terminate Employee's employment
at any time without Cause.

          (c) DISABILITY.  Prior to an Election, but not afterward,  if Employee
fails to perform his duties  hereunder on account of illness or other incapacity
for a period of 60 consecutive days, or for 90 days during any six-month period,
the Company shall have the right to terminate  this  Agreement  without  further
obligation  hereunder except as otherwise provided in disability plans generally
applicable to executive employees.

          (d) DEATH.  Prior to an Election,  if Employee  dies,  this  Agreement
shall  terminate  immediately,  and Employee's  legal  representatives  shall be
entitled  to receive the base  salary due  Employee  through the last day of the
calendar  month in which his  death  shall  have  occurred  and any other  death
benefits generally applicable to executive employees.  If Employee dies after an
Election, Employee's legal representatives shall be entitled to receive only the
proceeds of any  appropriate  life  insurance  policies  and the base salary due
Employee  through the end of the term 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.

          (e)  RESIGNATION.  Employee may resign his employment by giving notice
to the Company, which shall also include his resignations as an officer and as a
director of the Company.  In the event of such a resignation,  the Company shall

                                      -3-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
be obligated  to pay  Employee  only the minimum base salary due him through the
effective date of the  resignation  (any vested options will remain vested,  and
will expire as provided in the Company's Stock Option Plan and Employee's Letter
of Grant).

     9.  ELECTIONS BY THE COMPANY.  The Company may make an Election at any time
with or without Cause.

     10. ELECTIONS BY EMPLOYEE.

          (a) AFTER A CHANGE IN CONTROL OR SALE.  Employee  may make an Election
at any time  after the  closing  of either a Change in  Control or a Sale of the
***, with or without Good Reason.

          (b) BEFORE A CHANGE IN CONTROL OR SALE.  Employee shall be entitled to
make an Election  before the closing of a Change in Control or a Sale of the ***
only if "Good  Reason"  exists.  Good Reason shall exist if the Company has done
any of the following:

               (1)  failed  to  maintain  Employee's  base  salary  at the level
                    required by Section 5(a);

               (2)  failed  to  provide  for  Employee's  participation  in  the
                    Company's or an Affiliate's  annual bonus plan; stock option
                    plan or other equity incentive  programs;  or group medical,
                    dental,  life,  disability,   retirement,   profit  sharing,
                    thrift,  nonqualified  and deferred  compensation  plans, in
                    each case on a basis  comparable  to that  enjoyed  by other
                    executive employees of the Company or any of its Affiliates;

               (3)  failed to provide  vacation  and  perquisites  substantially
                    equivalent  to those  provided  by the Company or any of its
                    Affiliates to executive employees;

               (4)  changed Employee's duties and  responsibilities so that they
                    are  not at  least  commensurate  with  those  described  in
                    Section 3(b);

               (5)  changed  Employee's primary place of employment by more than
                    25 miles from  Employee's  current  office  location or more
                    than 10 additional miles from Employee's  primary residence;
                    or

               (6)  terminated  or  attempted to terminate  this  Agreement  for
                    Cause if it is  thereafter  determined  that  Cause  did not
                    exist under this Agreement with respect to such termination.

     11. LIMITATIONS ON TRANSITIONAL COMPENSATION AND BENEFITS.

          (a) GENERAL RULES.  The Code places  significant  tax  consequences on
Executive  and Company if the total  payments  made to Executive  due, or deemed
due,  to  a  Change  in  Control  exceed  prescribed  limits.  For  example,  if
Executive's  "Base Period Income" (as defined below) is $100,000 and Executive's
"Total Payments"  exceed 299% of such Base Period Income (the "Cap"),  Executive
will be subject to an excise  tax under  Section  4999 of the Code of 20% of all

                                      -4-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
amounts paid to him in excess of $100,000. In other words, if Executive's Cap is
$299,999,  he will  not be  subject  to an  excise  tax if he  receives  exactly
$299,999. If Executive receives $300,000, he will be subject to an excise tax of
$40,000 (20% of $200,000).  If an excise tax is imposed on Executive as a result
of the application of Sections 280G and 4999 of the Code, for any reason, due to
this  Agreement  or  otherwise,  Company  shall  pay to  Executive  a  "gross-up
allowance"  equal  in  amount  to the sum of (i) the  excise  tax  liability  of
Executive on the Total  Payments,  and (ii) all the total  excise,  income,  and
payroll  tax  liability  of  Executive  on  the  "gross-up  allowance,"  further
increased by all additional  excise,  income, and payroll tax liability thereon,
which  increase  shall  be part  of the  "gross-up  allowance"  for  purpose  of
computing the "gross-up  allowance."  Company shall indemnify and hold Executive
harmless  from such  additional  tax  liability  for the income and  payroll tax
arising from the "gross-up allowance" and all excise tax arising with respect to
compensation  and other  payments  made to Executive  under this  Agreement  and
excise,  income, and payroll tax on the "gross-up  allowance," and all penalties
and interest  thereon.  The purpose and effect of the  gross-up  allowance is to
cause  Executive to have the same net  compensation  after income,  excise,  and
payroll taxes that Executive would have if there was no tax under Code ss. 4999.

          (b) SPECIAL  DEFINITIONS.  For purposes of this Section, the following
specialized terms will have the following meanings:

               (1) "BASE PERIOD INCOME." "Base Period Income" is an amount equal
to Executive's  "annualized  includable  compensation"  for the "base period" as
defined in Sections  280G(d)(1) and (2) of the Internal Revenue Code of 1986, as
amended  (the  "Code")  and  the  regulations  adopted  thereunder.   Generally,
Executive's  "annualized  includable  compensation" is the average of his annual
taxable  income  from  the  Company  for the  "base  period,"  which is the five
calendar years prior to the year in which the Change of Control occurs.

               (2) "CAP" OR "280G CAP." "Cap" or "280G Cap" shall mean an amount
equal to 2.99 times Executive's "Base Period Income." This is the maximum amount
which he may  receive  without  becoming  subject to the  excise tax  imposed by
Section  4999 of the Code or which  Company  may pay without  loss of  deduction
under Section 280G of the Code.

               (3) "TOTAL  PAYMENTS." The "Total Payments" include any "payments
in the nature of  compensation"  (as defined in Section 280G of the Code and the
regulations adopted  thereunder),  made pursuant to this Agreement or otherwise,
to or for  Executive's  benefit,  the receipt of which is  contingent  or deemed
contingent on a Change of Control and to which Section 280G of the Code applies.

          (c) INCLUSION OF SUCCESSOR SECTIONS.  For purposes of this Section 11,
any reference to any Section of the Code shall also be deemed a reference to any
Code  Section  resulting  from  the  modification,   amendment,  renumbering  or
replacement of such Code Section.

          (d) EFFECT OF REPEAL.  If the  provisions of Sections 280G and 4999 of
the Code are repealed without succession, this Section 11 shall be of no further
force or effect.

                                      -5-

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

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

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

          (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

                                      -6-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
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.

     13. LOYALTY DURING EMPLOYMENT TERM. The provisions of this Section shall be
applicable only during Employee's term of employment hereunder.  Employee agrees
that prior to an Election,  Employee will devote substantially all of Employee's
business  time and effort to and give  undivided  loyalty to the  Company.  Both
before and after an Election,  Employee  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,  except that,
after an Election, Employee may work for or assist a division or affiliate of an
entity which competes with the Company  through one or more  separately  managed
divisions or  affiliates  so long as Employee has no business  responsibilities,
relationship or  communication  with the competing  division or affiliate.  Both
before  and after an  Election,  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.

     14.  NON-COMPETITION;   NON-SOLICITATION.   The  parties  acknowledge  that
Employee will acquire much knowledge and information  concerning the business of
the Company  and its  affiliates  as the result of  Employee's  employment.  The
parties further  acknowledge  that the scope of business in which the Company is
engaged as of the date of execution of this  Agreement  is  world-wide  and very
competitive  and one in which few companies can  successfully  compete.  Certain
activities by Employee after this Agreement is terminated  would severely injure
the Company.  Accordingly,  until one year after  Employee  resigns  pursuant to
Section 8(e) or Employee's employment is terminated for Cause as contemplated by
Section 8(a), 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;

                                      -7-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
          (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  commencement  of  Employee's
employment by the Company, 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.

     15.  INJUNCTIVE  RELIEF.  It is agreed that the  restrictions  contained in
Sections 12, 13 and 14 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  Section  shall  survive  the
termination of Employee's employment.

     16. 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 12, 13 and 14
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.

     17.  TIME AND  TERRITORY  REDUCTION.  If any of the  periods of time and/or
territories described in Sections 12, 13 and 14 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.

     18.  SURVIVAL.  The  obligations  described  in  Sections 12 and 14 of this
Agreement  shall survive any termination of this Agreement or any termination of
the employment relationship created hereunder.

     19.  NONDELEGABILITY  OF EMPLOYEE'S RIGHTS AND COMPANY  ASSIGNMENT  RIGHTS.
Except as otherwise  provided in this  Agreement,  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

                                      -8-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
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.

     20.  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.

     21.  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.

     22. 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.
                                    1275 W. Washington St.
                                    Tempe, AZ 85281
                                    Attention:  Chairman of the Board

          To Employee:              Thomas R. Trotter
                                    1275 W. Washington St.
                                    Tempe, AZ 85281

     23.  ENTIRE  AGREEMENT.  This  Agreement  and the  Invention,  Confidential
Information and  Non-Competition  Agreement  executed in October 1997 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.

                                      -9-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
     24.  EXHIBITS.  All 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 Exhibits,  schedules or attachments,  the terms of this Agreement
shall prevail.

     25. CONSTRUCTION.  The language in all parts of this Agreement shall in all
cases be construed as a whole according to its fair meaning and not strictly for
or against either party.  The Section  headings  contained in this Agreement are
for reference purposes only and will not affect the meaning or interpretation of
this  Agreement  in any way.  All terms  used in one  number or gender  shall be
construed to include any other number or gender as the context may require.  The
parties  agree  that each  party has  reviewed  this  Agreement  and has had the
opportunity to have counsel review the same and that any rule of construction to
the effect that  ambiguities are to be resolved against the drafting party shall
not  apply in the  interpretation  of this  Agreement  or any  amendment  or any
exhibits thereto.  Whenever the words "include,"  "includes," or "including" are
used in the Agreement, they shall be deemed to be followed by the words "without
limitation.

     26.  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.

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

     28.  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.

     29. 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.

                                      -10-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
     This Agreement has been executed by the parties as of July 15, 2002.

                                        ORTHOLOGIC CORP.
                                        (the "Company")


                                        By:
                                            ------------------------------------
                                            John M. Holliman, III
                                            Chairman of the Board


                                        THOMAS R. TROTTER


                                        By:
                                            ------------------------------------
                                            "Employee"

                                      -11-

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
                                   EXHIBIT "A"

                                   DEFINITIONS

I.   DEFINITIONS

     Capitalized  terms used in this Exhibit A and not otherwise  defined herein
shall have the meanings  assigned to them in the Agreement to which this Exhibit
A is attached (the  "Agreement").  Additionally,  the following terms shall have
the meanings set forth below.

     "AFFILIATE," means an entity affiliated with the Company.

     "CHANGE IN CONTROL".  For purposes of this Agreement, a "Change in Control"
means any one or more of the following events (except for a Sale of the ***):

     (1) When the  individuals  who, at the beginning of any period of two years
or less,  constituted the Board cease, for any reason,  to constitute at least a
majority  thereof  unless the  election or  nomination  for election of each new
director was approved by the vote of at least two thirds of the  directors  then
still in office who were directors at the beginning of such period;

     (2) A change of control of the Company  through a transaction  or series of
transactions,  such  that any  person  (as that term is used in  Section  13 and
14(d)(2)  of the  Securities  Exchange  Act of  1934  ["1934  Act"]),  excluding
Affiliates of the Company as of the Effective Date, is or becomes the beneficial
owner  (as that  term is used in  Section  13[d] of the 1934  Act)  directly  or
indirectly,  of  securities  of the  Company  representing  20% or  more  of the
combined voting power of the Company's then outstanding securities;

     (3) Any merger,  consolidation  or  liquidation of the Company in which the
Company is not the  continuing  or surviving  company or pursuant to which stock
would be converted into cash, securities or other property,  other than a merger
of the  Company in which the holders of the shares of stock  immediately  before
the  merger  have  the  same  proportionate  ownership  of  common  stock of the
surviving company immediately after the merger;

     (4) The  shareholders  of the Company  approve any plan or proposal for the
liquidation or dissolution of the Company; or

     Substantially  all of the  assets  of the  Company  are  sold or  otherwise
transferred to parties that are not within a "controlled  group of corporations"
(as defined in Section  1563 of the Internal  Revenue  Code of 1986,  as amended
(the "Code") in which Parent is a member prior to such sale or transfer.

     (5) "CODE," means the Internal Revenue Code of 1986, as amended.

     (6) "SALE OF THE ***." ***.

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.
<PAGE>
                                    EXHIBIT B

                         CALCULATION OF SPECIAL BONUSES

I.   BONUS AFTER A CHANGE IN CONTROL

     Upon the  closing of a Change in Control  while he is still an  employee of
the  Company,  Employee  shall be entitled to receive,  as a lump sum, a special
bonus payment according to the following schedule:

     [**]

II.  BONUS AFTER A SALE OF THE ***

     Upon the  closing of a Sale of the *** while he is still an employee of the
Company,  Employee shall be entitled to receive,  as a lump sum, a special bonus
payment equal to [***].

**Text has been omitted pursuant to a confidentiality  request. Omitted text has
been filed with the Securities & Exchange Commission.