COMPUTERIZED THERMAL IMAGING, INC. VOTING AGREEMENT

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EXHIBIT 1

COMPUTERIZED THERMAL IMAGING, INC.

VOTING AGREEMENT

        THIS VOTING AGREEMENT (the “Agreement”), is made this 19th day of October, 2000 (the “Effective Date”), by and between Computerized Thermal Imaging, Inc., a Nevada corporation (the “Corporation”) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Stockholder”).

RECITALS

        WHEREAS, the Corporation and the Stockholder each desire to facilitate the voting arrangements set forth in this Agreement by agreeing to the terms and conditions set forth herein, and each deem it to be in the best interests of the Corporation and the Stockholder that this Agreement be executed.

        NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Termination of Agreement.

        This Agreement shall terminate on the sooner of the third anniversary of the Effective Date or the death or legal declaration of incapacity of the Stockholder.

2.   Legends. In addition to any other legends required by law or agreements between the parties, each certificate representing the Shareholder’s shares of common stock of the Corporation outstanding on the date of this Agreement shall be endorsed by the Corporation with a legend reading as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THE CORPORATION AND THE SHAREHOLDER, (A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION). THE AGREEMENT PROHIBITS TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE TO AN “AFFILIATE TRANSFEREE” AS DEFINED IN SUCH VOTING AGREEMENT UNLESS SUCH PERSONS AGREE TO BE BOUND BY SUCH AGREEMENT AND BY ACCEPTING THE SHARES SUCH PERSONS SHALL BE DEEMED TO BE BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT.”

3.   Voting Restrictions.

        During the term of this Agreement, the Shareholder hereby agrees to vote all shares of common stock of the Corporation owned of record by the Shareholder as of the date of this Agreement, any other shares of the capital stock of the Company over which it exercises voting control as of the date of this Agreement and any shares acquired in respect of any such shares (collectively, the “Shares”) for the election of directors of the Corporation, and on all matters that may require the vote of the shareholders, in the same proportion as those shares voted by all shareholders other than (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, doing business as Manhattan Financial Group, and (iii) any Affiliate Transferee (as defined in Paragraph 5 hereof) of the individuals or entities set forth in clauses (i) and (ii) above.

4.   Grant of Proxy.

        During the period this Agreement remains in force, the Shareholder hereby appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer of the Corporation, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Financial Officer, Secretary and Treasurer of the Corporation, as proxies, each with power to act without the other and with power of substitution, and hereby authorizes them to represent and vote the Shares as specified in Paragraph 3 above. In the event that either or both such proxies are no longer executive officers of the