July 6,
2010

     

    Mike
Darkoch

    11156 E.
Onyx Ct.

    Scottsdale,
AZ 85259-4858

     

    Dear
Mike,

     

    On behalf
of CNS Response, Inc. (the "Company"), I am delighted to offer you a position
with the Company based upon the following terms:

     

    1.           Position. Upon
acceptance of this offer, you will become Executive Vice President and Chief
Marketing Officer of the Company, reporting to the Chief Executive Officer. You
will be expected to devote at least forty (40) hours per week to the performance
of your duties (except for vacation periods as set forth herein and reasonable
periods of illness or other incapacities permitted by Company's general
employment policies) and to give your best efforts to such duties. Your position
may require that you travel from time to time as the Company may reasonably
request and as shall be appropriate and necessary in the performance of your
duties.

     

    2.           Effective Date. The
effective date of employment shall be July 6, 2010.

     

    3.           AT-WILL EMPLOYMENT.
YOU SHOULD BE AWARE THAT YOUR EMPLOYMENT WITH THE COMPANY IS FOR NO SPECIFIED
PERIOD AND CONSTITUTES "AT-WILL" EMPLOYMENT. AS A RESULT, YOU ARE FREE TO
TERMINATE YOUR EMPLOYMENT AT ANY TIME, FOR ANY REASON OR FOR NO REASON.
SIMILARLY, THE COMPANY IS FREE TO TERMINATE YOUR EMPLOYMENT, AT ANY TIME, FOR
"CAUSE" OR FOR NO CAUSE. "CAUSE" SHALL MEAN YOUR: (A) INDICTMENT OR CONVICTION
OF ANY FELONY OR OF ANY CRIME INVOLVING DISHONESTY OR MORAL TURPITUDE; (B)
PARTICIPATION IN ANY FRAUD AGAINST COMPANY; (C) PERSISTENT FAILURE TO
SUBSTANTIALLY PERFORM YOUR MATERIAL JOB DUTIES; PROVIDED, HOWEVER, THAT THE
CHIEF EXECUTIVE OFFICER OR THE BOARD OF DIRECTORS SHALL PROVIDE YOU WRITTEN
NOTICE OF SUCH FAILURE AND YOU SHALL HAVE FIFTEEN (15) DAYS TO CURE; AND (D)
INTENTIONAL DAMAGE TO ANY PROPERTY OF COMPANY. IN THE EVENT OF TERMINATION OF
YOUR EMPLOYMENT, YOU WILL NOT BE ENTITLED TO ANY PAYMENTS, BENEFITS, OR
EMPLOYMENT COMPENSATION OTHER THAN AS SET FORTH HEREIN. BEGINNING JANUARY 2,
2011, IF COMPANY TERMINATES YOUR EMPLOYMENT WITHOUT CAUSE OR YOU "INVOLUNTARILY
TERMINATE" YOUR EMPLOYMENT WITH THE COMPANY, YOU SHALL RECEIVE, AS SEVERANCE,
YOUR SALARY AND BENEFITS FOR A PERIOD EQUAL TO SIX (6) MONTHS, PAYABLE IN ONE
LUMP SUM UPON TERMINATION. YOU SHALL BE CONSIDERED TO INVOLUTARILY TERMINATE
YOUR EMPLOYMENT WITH THE COMPANY IF THE COMPANY (A) COMMITS A BREACH OF THIS
OFFER LETTER WHICH REMAINS UNCURED FIFTEEN (15) DAYS AFTER YOU PROVIDE WRITTEN
NOTICE TO THE COMPANY OF SUCH BREACH, OR (B) CHANGES, WITHOUT YOUR CONSENT OR
PURSUANT TO A CORPORATE TRANSACTION (AS DEFINED IN SECTION 6 BELOW), YOUR TITLE
OR RESPONSIBILITIES SO THAT YOU ARE NO LONGER EXECUTIVE VICE PRESIDENT AND CHIEF
MARKETING OFFICER OF THE COMPANY. IF YOUR EMPLOYMENT IS TERMINATED BY COMPANY
WITH CAUSE OR YOU VOLUNTARILY TERMINATE YOUR EMPLOYMENT, YOU SHALL NOT BE
ENTITLED TO SEVERANCE.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    4.           Compensation. The
Company will pay you a salary of $208,000 per annum, payable in amounts of
$8,666.67 twice-monthly, less applicable withholdings . Your salary will begin
as of the effective date of employment. The first and last payment by the
Company to you will be prorated, if necessary, to reflect a commencement or
termination date other than the first or last working day of a pay period. Your
salary and performance shall be reviewed at least annually by the Chief
Executive Officer or the Company's board of directors. You may receive increases
in annual salary from time to time as determined by the Chief Executive Officer
or the Board, but in no event shall your annual salary be decreased below
$208,000.

     

    5.           Vacation and
Benefits. Upon the Effective Date of your employment and then for so long
as you are employed by the Company you will accrue 1.67 days of paid time off
("PTO") for each full month you are employed by the Company. Vacation days shall
be deducted from your accrued PTO. You shall be entitled to health and dental
insurance coverage for you and your dependents, with premiums paid in full by
Company, effective immediately upon your commencement of employment. You will
also be entitled to standard fringe benefits in accordance with the Company's
practices covering employees, as such benefits may be in effect from time to
time.

     

    6.           Stock Option. On the
commencement of your employment, Company shall grant to you an option (the
"Option") to purchase 450,000 shares of the Company's Common Stock, with an
exercise price based on the closing price on the day preceding your grant date,
pursuant to the Company's 2010 Incentive Stock Plan (the "Plan") adopted by the
board of directors and stockholders of the Company. On July 2, 2010, the closing
price was $.40 per share. The Option shares will vest in equal monthly
installments over 48 months from grant date. Your vesting schedule for the
Option shares shall accelerate if Company is involved in a “Corporate
Transaction”
such that a portion of your unvested Option shares will vest, as follows: the
number of unvested options at the date of Corporate Transaction times the ratio
of the time elapsed between the Grant Date and the date of Corporate Transaction
over the vesting period (48 months). A Corporate Transaction shall mean (a) a
sale of substantially all of the assets of the Company; (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation in which shareholders immediately before the merger or
consolidation have, immediately after the merger or consolidation, greater stock
voting power); (c) a reverse merger in which the company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise (other than a reverse
merger in which stockholders immediately before the merger have, immediately
after the merger, greater stock voting power); or (d) any transaction or series
of related transactions in which in excess of 50% of the Company's voting power
is transferred.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    7.           Employment, Confidential
Information, Invention Assignment and Arbitration Agreement. As a
condition of accepting this offer of employment, you will be required to
complete, sign and return the Company's standard form of Confidential
Information, Invention Assignment and Arbitration Agreement.

     

    8.           Immigration Laws. For
purposes of federal immigration laws, you will be required to provide to the
Company documentary evidence of your identity and eligibility for employment in
the United States. Such documentation must be provided within 3 business days of
the effective date of your employment, or your employment relationship with the
Company may be terminated.

     

    9.           Conflicting
Employment. During the period that you render services to the Company,
you will not engage in any employment, business or activity that is in any way
competitive with the business or proposed business of the Company. You will
disclose to the Company in writing any other gainful employment, business or
activity that you are currently associated with or participate in that competes
with the Company. You will not assist any other person or organization in
competing with the Company or in preparing to engage in competition with the
business or proposed business of the Company. You represent that your signing of
this offer letter, agreement(s) representing stock options granted to you, if
any, under the Plan and the Company's Confidential Information, Invention
Assignment and Arbitration Agreement and your commencement of employment with
the Company will not violate any agreement currently in place between yourself
and current or past employers.

     

    10.         Entire Agreement.
This offer letter, the Confidential Information, Invention Assignment and
Arbitration Agreement and the agreement(s) representing stock options granted to
you, if any, under the Plan, when signed by you, set forth the terms of your
employment with the Company and supersede any and all prior representations and
agreements, whether written or oral.

     

    11.         Amendment. This offer
letter can only be amended in writing signed by you and an officer of the
Company. Any waiver of a right under this offer letter must be in
writing.

     

    12.         Governing Law. This
offer letter will be governed under the laws of the State of California
applicable to such agreements made and to be performed entirely within such
State.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    We look
forward to you joining the Company. If the foregoing terms are agreeable, please
indicate your acceptance by signing the enclosed copy of this letter in the
space provided below and returning it to me within three days.

    


    
      
        	 
      	
                Sincerely,

              
	 
      	 
      
	 
      	
                CNS
      RESPONSE, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                George
      C. Carpenter IV

              
	 
      	 
      	
                CEO

              


      

    

     

    AGREED
AND ACCEPTED:

    
      
        	
                

              	 
      
	
                Michael
      Darkoch

              	 
      
	7-7-2010