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OrthoLogic Corp.
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May 7, 1996
Ms. Jill Lyons
Director, Proxy Advisory Services
Institutional Shareholder Services
7200 Wisconsin Avenue, Suite 1001
Bethesda, MD 20814
RE: OrthoLogic Corp./1987 Stock Option Plan
Dear Ms. Lyons:
This letter confirms that OrthoLogic's Board of Directors intends to adopt a
resolution prohibiting the repricing of outstanding stock options. Furthermore,
the resolution disallows the surrender of outstanding options in conjunction
with a grant of new options in substitution therefor at an exercise price lower
than the price of the options surrendered.
Should you have any questions concerning this matter, please do not hesitate to
contact me at 602.437.5520.
Sincerely,
Allen R. Dunaway
Vice President, Chief Financial Officer