Exhibit 10.2

September 28, 2000

Mr. Thomas Trotter
President and Chief Executive Officer
OrthoLogic Corp.
1275 W. Washington Street
Tempe, Arizona 85281

RE:  TERMINATION OF CO-PROMOTION AGREEMENT/HYALGAN(R)

Sanofi-Synthelabo Inc. ("SaSy") and OrthoLogic Corp.  ("OrthoLogic") are parties
to the Co-Promotion Agreement, dated June 23, 1997, as amended,  supplemented or
modified  from time to time,  the  "Co-Promotion  Agreement";  terms not defined
herein  as used  herein  as  defined  in the  Co-Promotion  Agreement.  SaSy and
OrthoLogic have agreed to an early termination of the Co-Promotion  Agreement on
the terms and conditions set out in this termination  letter (this  "Termination
Letter").

As consideration for the early termination of the Co-Promotion  Agreement,  SaSy
shall pay  OrthoLogic  an amount not greater than ****** as specified in section
II below;  provided that all terms and conditions of this Termination Letter are
met.

I. DEFINITIONS:

*    "HSP Orthopedic Units" means the cumulative  weekly reports  distributed by
     Health Services Plus detailing sales activity of the Product.
*    "Signing   Date"  means  the  date  of  execution  by  OrthoLogic  of  this
     Termination Letter.
*    "Termination  Date" is the Signing Date and shall mean the  termination  of
     the  Co-Promotion  Agreement,  except which  provisions of the Co-Promotion
     Agreement shall survive said termination,  as specified in this Termination
     Letter.
*    "Transition  Obligations" shall have the meaning set forth in Paragraph III
     below.
*    "Transition Period" means the Signing Date through December 31, 2000.
*    "Unit" means all DDD units reported by IMS.

II.  CONSIDERATION:

*    $3.0 million dollars upon Signing Date.

*    ******  dollars upon  completion of Transition  Obligations,  to be paid as
     follows:

     a.   ****** upon the successful completion of 100% of the obligations under
          the "Account  Transition"  paragraph  herein;  If less than 90% of the
          obligations  specified in "Account  Transition"  paragraph is met than
          OrthoLogic  shall not receive any portion of the ******.  However,  if

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

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          OrthoLogic achieves between 90% and 100% of the obligations  specified
          in the "Account  Transition"  paragraph,  the ******  payment shall be
          paid on a prorated basis.

     b.   ****** upon the  successful  completion of the  obligations  under the
          "Continued Product Performance" paragraph herein; and

     c.   ******  upon  the  successful  completion  of  the  entire  Transition
          Obligations.

*    ******:

     *    ******  ******  *******

     Funds  shall be  delivered  to  OrthoLogic  by wire  transfer  (net of bank
     charges) to the bank designated by OrthoLogic for such purpose.

III. TRANSITION:

SaSy and  OrthoLogic  shall use their best  efforts to  cooperate  and  actively
participate  in  the  transition  of  responsibilities   and  rights  under  the
Co-promotion  Agreement to SaSy during the  Transition  Period.  The  Transition
Period is to provide the seamless transfer of roles, rights and responsibilities
under the Co-Promotion Agreement from OrthoLogic to SaSy while maintaining, at a
minimum,  the current level of Product sales  performance in the Territory.  The
following terms and conditions shall be known as the "Transition Obligations":

*    CONTINUE  SALES EFFORT:  During the  Transition  Period,  OrthoLogic  shall
     continue in a timely manner all sales activities for the Product consistent
     with the Co-promotion Agreement's terms and conditions.

          CONTINUED PRODUCT PERFORMANCE: During the Transition Period OrthoLogic
          shall be paid ******

*    ******

*    ******

*    ******

COMMERCIAL  TRANSITION  BRIEFINGS:  During the  Transition  Period,  a committee
comprised of each party's senior sales and marketing  representatives shall meet
no less  than on two (2)  occasions,  at  mutually  agreeable  dates,  times and
locations,  to provide commercial briefings on the progress towards a successful
transition.  This committee will prepare a final report verifying the completion
of the Transition Obligations. The members of said committee are as follows: (i)
on behalf of OrthoLogic,  it shall be Tom Trotter,  Bill Rieger and David Floyd;
and (ii) on behalf of SaSy,  it shall be Jeff  Brennan,  Brent  Ragans  and Ross
Girglani.

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

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*    ******
     *    ******
     *    ******
     *    ******
     *    ******
     *    ******
     *    ******
     *    ******
     *    ******
     *    ******

*    EXCESSIVE STOCKING OF ACCOUNTS: OrthoLogic shall not instruct its employees
     or agents, or use incentives to induce its accounts to order inventories in
     excess of said account's normal purchasing history.

*    ******

     a.   ******
     b.   ******
     c.   ******
     d.   ******
     e.   ******
     f.   ******
     g.   ******
     h.   ******
     i.   ******
     j.   ******
     k.   ******
     l.   ******
     m.   ******
     n.   ******

IV. CO-PROMOTION AGREEMENT HSP LETTER AGREEMENT:

*    The terms of conditions of the HSP letter, dated, August 22, 2000, attached
     hereto as  Attachment  A and made  part of this  Termination  Letter  shall
     remain in full force and effect  between the  Parties  until such time that
     all terms and conditions of such HSP letter are fully met by the Parties.

V. ORDERS

OrthoLogic  shall  during  the  Transition  Period and for a period of three (3)
months thereafter,  forward any Product orders,  within two (2) business days of
OrthoLogic's  receipt of said order,  to Health  Services  Plus by facsimile and
shall also  notify the  appropriate  SaSy sales  representative  of said  order.
Thereafter,  for any Product order that  OrthoLogic  shall  receive,  OrthoLogic

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

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shall notify that account that SaSy is now  responsible  for all Hyalgan orders,
further the OrthoLogic  representative  shall immediately notify the appropriate
SaSy sales representative.

VI. RETURNS

OrthoLogic  shall continue its sales of the Product in the normal course through
the Transition  Period.  OrthoLogic  shall not take any action other than in the
normal course of business to induce  accounts to increase  their  inventories of
the Product.  For a period of six (6) months  following the Termination  Period,
SaSy shall  invoice  OrthoLogic  for the  amount of any credit  given by SaSy to
customers for such returned  Product that is in excess of the average returns of
the Product for the three (3) months prior to the Termination Date.  Thereafter,
all returns shall be at SaSy's expense.

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

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VII. TERMINATION OF THE CO-PROMOTION AGREEMENT:

SaSy and  OrthoLogic  agree that until the  Termination  Date, the parties shall
continue  to hold the rights and  remain  responsible  for the rights and remain
responsible for the obligations  relating to the Product under the  Co-Promotion
Agreement  except as may be otherwise  stated in this  Termination  Letter.  The
Co-Promotion  Agreement shall be terminated  effective the Termination  Date and
shall have no force and effect unless otherwise stated herein.

In the event that any provision of this  Termination  Letter shall conflict with
any provision of the Co-Promotion Agreement,  the provisions of this Termination
Letter shall govern.

SaSy and  OrthoLogic  agree  that the  following  Sections  of the  Co-promotion
Agreement shall survive the termination of the Co-Promotion Agreement:

     a.   Subsection 3.3 relating to "Non-Compete";
     b.   Subsection 4.2 relating to "Limitation of Liability";
     c.   Section 7.2 relating to "Examination of Records";
     d.   Section 8.3 relating to "Trademark Rights upon Termination";
     e.   Subsection 9.5 relating to "Record-Keeping";
     f.   Article X relating to "Indemnification";
     g.   Article XII relating to "Confidential Information";
     h.   Article XIII relating to "Relationship of the Parties";
     i.   Article XV relating to the "Property of the Parties"; and
     j.   Article XVI relating to "Injunctive Relief".

VIII. COMMUNICATIONS

Neither   party  hereto  shall  issue  any  initial   press  release  or  public
announcement or otherwise  initially  divulge the existence of this  Termination
Letter or its terms  without the prior written  consent of the other party.  Any
subsequent  press  release  or  public  announcements  shall  not  disclose  the
financial terms of this Termination Letter,  shall not be contrary to the spirit
of this  Agreement  and shall not cause  damages to the  Product or the  parties
hereto.  In the event a party shall be obligated by law, rules or regulations of
any  governmental  or  regulatory  body,  the other  party shall have a right to
review and must respond to the other party within 48 hours,  to such  statement,
disclosure,  etc. prior to submission to the relevant governmental or regulatory
body.

IX. MISCELLANEOUS

Any information  which is required to be provided  pursuant to these  Transition
Obligations or the  Termination  Agreement  shall be subject to Article XII, the
confidentiality provisions, set forth in the CO-PROMOTION Agreement.

If a party hereto materially  breaches its obligations to perform the Transition
Obligations  and the  defaulting  party fails to cure such breach within 30 days
following the date written notice thereof is delivered by the other party to the
defaulting  party,  the  non-defaulting  party  shall have  available  to it all
remedies available to it at law.

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

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This Termination  Letter and the documents  referenced in the Termination Letter
constitute  the entire  agreement  between SaSy and  OrthoLogic  concerning  the
subject  matter  hereof,  and supersede all written or oral prior  agreements or
understandings  with  respect  thereto.  No party  shall  claim  any  amendment,
modification  or  release  from  any  provision  hereof  by  mutual   agreement,
acknowledgement  or otherwise,  except by written  agreement  signed by SaSy and
OrthoLogic.

SaSy and OrthoLogic  shall execute and deliver such further  instruments  and do
such further acts as may be required to implement the intent of this Termination
Letter.

This  Termination  Letter shall be deemed to have been  executed in and shall be
governed by and  interpreted in accordance with the laws prevailing in the State
of New York, regardless of its choice of law principles.

If the above is  satisfactory  to  OrthoLogic,  please sign the enclosed copy of
this Termination Letter and return to the attention of Jeffrey P. Brennan,  Vice
President, Business Development.

                                        Very truly yours,


                                        By:
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                                        Name:
                                             -----------------------------------
                                        Title:
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                                        By:
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                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


ACKNOWLEDGED, AGREED TO AND ACCEPTED:

ORTHOLOGIC CORP.


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

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