EXHIBIT 3

AMENDED AND RESTATED VOTING AGREEMENT

             THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is executed this 15 day of December, 2000 and effective as of the19th day of October, 2000 (the “Effective Date”), by and among Computerized Thermal Imaging, Inc., a Nevada corporation (the “Corporation”), David B. Johnston, individually, and Thermal Imaging, Inc. (“TII”), an Oregon corporation (David B. Johnston and TII are hereinafter collectively referred to as the “Stockholders”).

RECITALS

             WHEREAS, the Corporation and David Johnston entered into that certain Voting Agreement (“Original Agreement”) dated October 19, 2000 in order to facilitate the voting arrangements set forth therein;

             WHEREAS, the Corporation and the Stockholders desire to amend and restate the Original Agreement in order to make TII a party to the Original Agreement, and to undertake certain other obligations as provided in this Agreement; and

             WHEREAS, the Corporation and the Stockholders deem it to be in the best interests of the Corporation and the Stockholders 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 David B. Johnston.

2.      Legends.

             In addition to any other legends required by law or agreements between the parties, each certificate representing the Stockholders’ 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 AFFILIATE TRANSFEREES AGREE TO BE BOUND BY SUCH AGREEMENT AND BY ACCEPTING THE SHARES SUCH AFFILIATE TRANSFEREES SHALL BE DEEMED TO BE BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT.”

3.      Voting Restrictions.

             During the term of this Agreement, the Stockholders hereby agree to vote all shares of common stock of the Corporation owned of record by the Stockholders, whether owned as of the date of this Agreement or acquired after the date of this Agreement, any other shares of the capital stock of the Company over which they exercise voting control as of the date of this Agreement, any shares acquired by exercise of any options or warrants now or hereafter acquired by the Stockholders, 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) David B. Johnston, individually, (ii) Daron C. Dillia, individually, and Daron C. Dillia, doing business as Manhattan Financial Group, (iii) TII, and (iv) any Affiliate Transferee (as defined in Paragraph 5 hereof) of the individuals or entities set forth in clauses (i), (ii) and (iii) above.