AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT

    


    This
Amendment to Registration Rights Agreement (the “Amendment”)
is entered into on October 23, 2009 by and among CNS Response, Inc., a Delaware
corporation (the “Company”)
and the purchasers signatory hereto (each such purchaser is a “Purchaser”
and collectively, the “Purchasers”).  Capitalized
terms used herein but not otherwise defined herein shall have the meanings set
forth in the Registration Rights Agreement.

    


    WHEREAS,
on August 26, 2009, the Company entered into that certain Registration Rights
Agreement with the purchasers signatory thereto, including the Purchasers (the
“Registration
Rights Agreement”);

    


    WHEREAS,
the Company and Purchasers desire to enter into this Amendment to amend the
definition of Filing Date in the Registration Rights Agreement;

    


    WHEREAS,
pursuant to Section 6(e) of the Registration Rights Agreement, any amendment to
the Registration Rights Agreement requires the consent of Holders holding at
least 67% of the then outstanding Registrable Securities; and

    


    WHEREAS,
as of the date hereof, the Purchasers, in the aggregate, hold __% of the
Registrable Securities.

    


    NOW
THEREFORE, in consideration of the mutual promises and covenants hereinafter
contained, the parties hereto agree as follows:

    


    
      
        	
                1.

              	
                Amendment.

              


      

    

    


    The
definition of Filing Date in the Registration Rights Agreement is hereby amended
and restated in its entirety to read as follows:

    


    ““Filing Date” means no
later than the later of (i) ten (10) business days following the Company’s
filing of its Annual Report on Form 10-K for its year ended September 30, 2009
with the Securities and Exchange Commission; or (ii) the 20th
calendar day after termination of the Offering.”

    


    2.           No Other
Amendments.  Except as amended hereby, the Registration Rights
Agreement shall remain in full force and effect and unmodified.

    


    3.           Choice of
Law.  This Amendment is governed by and will be interpreted
according to the laws of the State of New York, except for any conflicts of law
rules.  Any dispute or controversy arising out of or related to this
Amendment will be resolved in accordance with the terms of the Registration
Rights Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Entire
Agreement.  The Registration Rights Agreement, as amended by
this Amendment, constitutes the entire agreement between the Company and the
Holders as to the subject matter thereof and may not be altered or amended
except in accordance with Section 6(e) of the Registration Rights
Agreement.

    


    5.           Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.

    


    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Effective Date of the Amendment written above.

     

    CNS
Response, Inc.

    


    
      
        
          	
                  By:

                	
                  ____________________

                
	 
      	
                  George
      Carpenter, Chief Executive
Officer

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF PURCHASERS]

    


    Name
of Holder: 
    ________________________________

    Signature
of Authorized Holder:    ____________________

    Name
of Authorized
Signatory:      ____________________

    Title
of Authorized
Signatory:        ____________________