CONFIDENTIAL

    


    July 23,
2010

    


    Mr.
George Carpenter

    Chief
Executive Officer

    CNS
Response, Inc.

    2755
Bristol Street, Suite 285

    Costa
Mesa, CA 92626

    


    Re:  Private Placement of
Securities

    


    Dear Mr.
Carpenter:

     

    This
letter supplements our Placement Agent Warrants, No. W-M809-PA dated August 26,
2009 for the purchase of 274,867 shares of Common Stock, W-M1209-PA dated
December 24, 2009 for the purchase of 672,267 shares of Common Stock,
W-M123109-PA dated December 31, 2009 for the purchase of 14,400 shares of Common
Stock and W-M 1410-PA dated January 4, 2010 for the purchase of 3,600 shares of
Common Stock, (together, the “Warrants”), granted to Maxim
Group LLC (“Maxim” or
the “Placement Agent”)
as part of Maxim’s compensation for acting as the lead placement agent in
connection with a proposed private placement of equity securities of CNS
Response, Inc. (the "Company”). Capitalized terms
used herein and not otherwise defined have the meetings ascribed to them in the
Warrants.

    


    For good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Maxim agree as follows:

    


    The
header of the Warrants shall be deleted and replaced in their entirety with the
following:

    


    THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY OTHER SECURITIES LAWS.  THEY MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (1) AN
EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES
ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.

    


    IN
ADDITION, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF
ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT
IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A
PERIOD OF 180 DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION
STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, EXCEPT IN
ACCORDANCE WITH FINRA RULE 5110(G)(2).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Amendment constitutes the entire agreement between the Company and Maxim
regarding the amendment of the Warrants, and supersedes any other statements,
representations or promises made concerning such amendment.  This
Amendment only can be modified in a writing signed by the Company and
Maxim.  This Amendment will bind the successors and assigns of both
the Company and Maxim, and inure to the benefit of the Company, Maxim, and their
respective successors and assigns.

     

    This
Amendment may be executed in counterparts and by facsimile
transmission.

    
       

      
        
          	 	
                  Very
      truly yours,

                   

                  MAXIM GROUP
      LLC

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/ Clifford A.
      Teller	  
      
	 	 	Name: Clifford
      A. Teller	 
	 	 	Title: Head
      of IB	 


        

      

       

      Agreed
to and accepted this 23 day of July, 2010

      


      CNS
RESPONSE, INC.

       

      
        
          
            
              	
                      By:

                    	
                      /s/
      George Carpenter

                    	 
      
	 
      	
                      George
      Carpenter

                    	 
      
	 
      	
                      Chief
      Executive Officer

                    	 
      


            

          

        

      

       

      [Signature
Page to Amendment to Placement Agent Agreement]