**EXHIBIT 10.8****MANAGEMENT SERVICES AGREEMENT**     **THIS MANAGEMENT SERVICES AGREEMENT**(the “Agreement”) is entered into this 12th day of May,2006, by and between VV III Management, LLC, a Delaware limited liability company (“Contractor”)and OrthoLogic Corp., a Delaware corporation (the “Company”).RECITALS     WHEREAS, the Company wishes to engage Contractor to make available the services of John M.Holliman, III (“Executive”) to serve as the Company’s Executive Chairman and principal executiveofficer; and     WHEREAS, Contractor wishes to make available the services of Executive to the Company on theterms and conditions set forth in this Agreement.     NOW, THEREFORE, the parties agree as follows:AGREEMENT     1. Services. Pursuant to the terms of this Agreement, Contractor shall causeExecutive to serve, and Executive shall serve as the Company’s Executive Chairman and principalexecutive officer with responsibility for corporate strategy, executive management, investorrelations, financial reporting and compliance. Contractor shall cause Executive to (i) devote thetime, attention, skill and efforts to the performance of such duties as are normal and customary tothe position of principal executive officer and as reasonably requested by the Company’s Board ofDirectors (the “Board”); and (ii) comply with any and all rules of conduct established by theCompany and to perform any and all assigned duties in a manner that is acceptable to the Company.     2. Management Fee; Bonus; Reimbursement.          (a) Compensation. Company shall pay Contractor a management fee at the rate of$200,000 per year (the “Management Fee”) payable on the first and fifteenth day of each calendarmonth, retroactive to April 5, 2006.          (b) Bonuses. Executive shall be entitled to participate in a discretionary bonus planestablished for Executive from time to time by the Compensation Committee of the Board (the“Compensation Committee”). The target bonus will be 40% of the annual Management Fee upon theachievement by Executive of individual and corporate performance objectives established from timeto time by the Compensation Committee. Such cash bonus, if earned, will be payable to Contractorannually on or before the first day of April immediately following the end of the calendar year forwhich it is earned. Any bonus will be paid in such manner so that it is not subject to theprovisions of Section 409A of the Internal Revenue Code of 1986, as amended, and shall beinterpreted in a manner consistent with that intention.
 

 
          (c) Reimbursement. In addition to the Management Fee provided above, the Companyshall reimburse Executive, in accordance with the policies and practices of the Company in effectfrom time to time with respect to other members of senior management of the Company, for allreasonable and necessary traveling expenses and other disbursements incurred by him for or onbehalf of the Company in connection with the performance of his duties to the Company uponpresentation by Executive to the Company of appropriate documentation therefor.          (d) Fringe Benefits. Except as otherwise provided in this Section 2, Executive willnot be entitled to participate in health, welfare, retirement or other similar benefit programsmade available from time to time to other executives and employees of the Company.     3. Termination.          (a) This Agreement may be terminated at any time by Contractor or the Company with or withoutcause, notice or procedural formality. No individual or individuals associated with the Company,other than the Compensation Committee acting pursuant to the powers granted to it by the Company,has authority to make any agreement to the contrary, or any agreement for any specified period oftime. Any such agreement must be in writing and approved by the Compensation Committee to beeffective. The Company shall have no obligation to employ Executive after any such termination,and upon any termination hereof, Contractor shall cause Executive to tender his resignation to theCompany.          (b) Upon the termination of this Agreement, neither Contractor, Executive nor Executive’sbeneficiaries or estate shall have any further rights under this Agreement or any claims againstthe Company arising out of this Agreement, except that Contractor shall be entitled to receiveaccrued and unpaid Management Fees which are then due and owing as of the date of termination and,in the event of a termination by the Company without cause in connection with or following a Changeof Control, as defined below, Contractor shall be entitled to a continuation of the semi-monthlypayment of the Management Fee for a period of six months from the date of termination. Forpurposes of this Agreement, “cause” shall include Executive’s neglect of duties, willful failure toabide by instructions or policies from or set by the Board, commission of a felony or seriousmisdemeanor offense or pleading guilty or nolo contendere to same, Contractor’s breach of thisAgreement or Contractor’s or Executive’s breach of any other material obligation to the Company.          (c) Upon the termination of this Agreement, Contractor shall, and shall cause Executive topromptly deliver to the Company all equipment, documents and other company property in theirrespective possession, custody or control.          (d) As used herein, the term “Change of Control” shall be defined as a change in ownership orcontrol of the Company effected through any of the following transactions:               (i) a statutory share exchange, merger, consolidation or reorganization approved by theCompany’s stockholders, unless securities representing more than 50% of the total combined votingpower of the voting securities of the successor corporation are immediately thereafter beneficiallyowned, directly or indirectly, by the persons who beneficially owned the Company’s outstandingvoting securities immediately prior to such transaction;
2

 
               (ii) any stockholder approved transfer or other disposition of all or substantially all of theCompany’s assets (whether held directly or indirectly through one or more controlled subsidiaries)except to or with a wholly-owned subsidiary of the Company); or               (iii) the acquisition, directly or indirectly by any person or related group of persons ofbeneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, asamended), of securities possessing more than 50% of the total combined voting power of theCompany’s outstanding securities pursuant to transactions with the Company’s stockholders and notsolely by direct purchase from the Company.     4. Governing Law; Mediation. This Agreement is entered into in Arizona and shall inall respects be interpreted, construed and governed by and in accordance with the laws of the Stateof Arizona. The parties agree that any dispute between the parties relating to this Agreementshall be subject to mediation according to the mediation rules of the American ArbitrationAssociation (the “AAA”) applicable to commercial disputes, such to be held at a mutually agreeableoffice of the AAA in Phoenix, Arizona. Mediation shall be a condition precedent to litigation andmediation shall in no way preclude either party from seeking and obtaining any prejudgment remedyagainst the other party. By signing this Agreement, the parties submit themselves to thejurisdiction of the courts of the State of Arizona, located in Maricopa County, for the purpose ofresolving any and all disputes arising out of this Agreement subject to the mediation proceduresset forth in this Section.     5. Whole Agreement. This Agreement embodies all of the representations, warranties,covenants and agreements between the parties and no other representations, warranties, covenants,understandings or agreements exist, provided that it is understood that Executive shall enter intoan Indemnification Agreement and Intellectual Property, Confidentiality and Non-CompetitionAgreement with the Company.     6. Benefits of Agreement; Assignment. The terms and provisions of this Agreementshall be binding upon and inure to the benefit of the parties hereto and their respectivesuccessors, assigns, representatives, heirs and estate, as applicable. Anything contained hereinto the contrary notwithstanding, this Agreement shall not be assignable by any party hereto withoutthe consent of the other party hereto; provided, however, that the Company may assign thisAgreement in connection with a sale of all or substantially all of its assets or a merger.     7. Amendment. This Agreement may not be amended orally but only by an instrument inwriting executed by the Company and Contractor.**SIGNATURE PAGE FOLLOWS**
3

 
           **COMPANY:**   **CONTRACTOR:**                        **ORTHOLOGIC CORP.**   **VV III MANAGEMENT, LLC**             By: /s/ Fredric J. Feldman, Ph.D.   By: /s/ John M. Holliman, III             Name: Fredric J. Feldman, Ph.D.   Name: John M. Holliman, III  Title: Chair Compensation Committee   Title: Executive Chairman  Date: May 12, 2006   Date: May 12, 2006  **ACKNOWLEDGEMENT**     Executive hereby acknowledges that he has read the foregoing Management Services Agreement andacknowledges and agrees that Executive shall have no rights to employment or other benefits inconnection therewith, except as expressly provided therein. The Executive agrees that thetermination by either party of the Management Services Agreement shall constitute the tender byExecutive of his resignation from all positions held with the Company except, if applicable, as aDirector of the Company. The Executive further agrees that so long as Executive is serving as anexecutive of the Company, Executive agrees that he shall: (i) devote the time, attention, skilland efforts to the performance of such duties as are normal and customary for such position and asreasonably requested by the Company’s Board of Directors; and (ii) use his best efforts to complywith any and all rules of conduct established by the Company and to perform any and all assignedduties in a manner that is acceptable to the Company.**EXECUTIVE**:     Signature: /s/ John M. Holliman, III         John M. Holliman, III       Date: May 12, 2006  
4