Exhibit
10.44




FORM
OF GUARANTY




This
Guaranty (this “Guaranty”) is entered into as of November 3, 2010, by the person
or entity listed on the signature page hereto as the “Guarantor” (the
“Guarantor”), in favor of [Deerwood Holdings, LLC][Deerwood Partners, LLC]
(“Investor”).




Recitals




A.           Concurrently
herewith, CNS Response, Inc. a Delaware corporation (“Borrower”), is issuing to
Investor a Promissory Note dated as of the date hereof (the “Note”), with an
aggregate principal amount of $______, upon the exchange and termination of a
promissory note previously issued by Borrower to Investor in connection with a
loan Investor made to Borrower (the “Loan”), subject to the terms and conditions
set forth therein.




B.           Guarantor
is willing to guaranty the full payment and performance by Borrower of all of
its obligations under the Note, all as further set forth herein.




C.           Guarantor
will obtain substantial direct and indirect benefit from the Loan made by
Investor to Borrower and evidenced by the Note.




Now,
Therefore, to induce Investor to enter into the Note and to make the
Loan, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and intending to be legally bound, Guarantor
hereby represents, warrants, covenants and agrees as follows:




Section
1.                      Guaranty.




1.1           Unconditional Guaranty of
Payment.  In consideration of the foregoing, Guarantor hereby
irrevocably, absolutely and unconditionally guarantees to Investor the prompt
and complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of all principal, interest and other amounts under
the Note (collectively, the “Obligations”).  Guarantor agrees that it
shall execute such other documents or agreements and take such action as
Investor shall reasonably request to effect the purposes of this
Guaranty.




1.2           Separate
Obligations.  These obligations are independent of Borrower’s
obligations and separate actions may be brought against Guarantor (whether
action is brought against Borrower or whether Borrower is joined in the
action).




Section
2.                      Representations and
Warranties.




Guarantor
hereby represents and warrants that:




(a)           Guarantor:
(i) if an entity, is duly organized and validly existing under the laws of its
jurisdiction of formation; (ii) if an entity, is duly qualified to do business
in every jurisdiction where the nature of its business requires it to be so
qualified (except where the failure to so qualify would not have a material
adverse effect on Guarantor’s condition, financial or otherwise, or on
Guarantor’s ability to pay or perform its obligations hereunder); and (iii) has
all requisite power and authority to execute and deliver this Guaranty being
entered into and to perform its obligations thereunder and
hereunder.







(b)           The
execution, delivery and performance by Guarantor of this Guaranty (i) are
within Guarantor’s powers and have been duly authorized by all necessary action
on the part of Guarantor; (ii) do not contravene Guarantor’s charter documents
(if applicable) or any law or any contractual restriction binding on or
affecting Guarantor or by which Guarantor’s property may be affected; (iii) do
not require any authorization or approval or other action by, or any notice to
or filing with, any governmental authority or any other Person under any
indenture, mortgage, deed of trust, lease, agreement or other instrument to
which Guarantor is a party or by which Guarantor or any of its property is
bound, except such as have been obtained or made; and (iv) do not result in the
imposition or creation of any lien or encumbrance upon any property of
Guarantor.




(c)           This
Guaranty is a valid and binding obligation of Guarantor, enforceable against
Guarantor in accordance with its terms, except as the enforceability thereof may
be subject to or limited by bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws relating to or affecting the rights of
creditors generally.




(d)           There
is no action, suit or proceeding affecting Guarantor pending or threatened
before any court, arbitrator, or governmental authority, domestic or foreign,
which may have a material adverse effect on the ability of Guarantor to perform
its obligations under this Guaranty.




(e)           Guarantor’s
obligations hereunder are not subject to any offset or defense against Investor
or Borrower of any kind.




(f)           The
incurrence of Guarantor’s obligations under this Guaranty will not cause
Guarantor to (i) become insolvent; (ii) be left with unreasonably small capital
for any business or transaction in which Guarantor is presently engaged or plans
to be engaged; or (iii) be unable to pay its debts as such debts
mature.




Section
3.                      General
Waivers.  Guarantor waives:




(a)           Any
right to require Investor to (i) proceed against Borrower or any other person;
(ii) proceed against or exhaust any security, or (iii) pursue any other
remedy.  Investor may exercise or not exercise any right or remedy it
has against Borrower without affecting Guarantor’s liability
hereunder.




(b)           Any
defenses from disability or other defense of Borrower or from the cessation of
Borrower’s liabilities.




(c)           Any
setoff, defense or counterclaim against Investor.




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(d)           Any
defense from the absence, impairment or loss of any right of reimbursement or
subrogation or any other rights against Borrower.  Until Borrower’s
obligations to Investor have been paid, Guarantor has no right of subrogation or
reimbursement or other rights against Borrower.




(e)           Any
right to enforce any remedy that Investor has against Borrower.




(f)           The
benefit of any act or omission by Investor which directly or indirectly results
in or aids the discharge of Borrower from any of the Obligations by operation of
law or otherwise.




Section
4.                      Reinstatement.  Notwithstanding
any provision of the Note to the contrary, the liability of Guarantor hereunder
shall be reinstated and revived and the rights of Investor shall continue if and
to the extent that for any reason any payment by or on behalf of Guarantor or
Borrower is rescinded or must be otherwise restored by Investor, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise, all as
though such amount had not been paid.  The determination as to whether
any such payment must be rescinded or restored shall be made by Investor in its
sole discretion; provided,
however, that if Investor chooses to contest any such matter at the
request of Guarantor, Guarantor agrees to indemnify and hold harmless Investor
from all costs and expenses (including, without limitation, reasonable
attorneys’ fees) of such litigation.  To the extent any payment is
rescinded or restored, Guarantor’s obligations hereunder shall be revived in
full force and effect without reduction or discharge for that
payment.




Section
5.                      Withholding.  In the
event any payments are received by Investor from Guarantor hereunder, such
payments will be made subject to applicable withholding for any taxes, levies,
fees, deductions, withholding, restrictions or conditions of any nature
whatsoever.  Specifically, if at any time any governmental authority,
applicable law or regulation requires Guarantor to make any such withholding or
deduction from any such  payment or other sum payment hereunder to
Investor, Guarantor hereby covenants and agrees that the amount due from
Guarantor with respect to such payment or other sum payable hereunder will be
increased to the extent necessary to ensure that, after the making of such
required withholding or deduction, Investor receives a net sum equal to the sum
which it would have received had no withholding or deduction been required and
Guarantor shall pay the full amount withheld or deducted to the relevant
governmental authority.  Guarantor will, upon request, furnish
Investor with proof satisfactory to Investor indicating that Guarantor has made
such withholding payment, provided, however, that Guarantor need not make any
withholding payment if the amount or validity of such withholding payment is
contested in good faith by appropriate and timely proceedings and as to which
payment in full is bonded or reserved against by Guarantor.  The
agreements and obligations of Guarantor contained in this Section shall survive
the termination of this Guaranty.




Section
6.                      No Waiver;
Amendments.  No failure on the part of Investor to exercise, no
delay in exercising and no course of dealing with respect to, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.  This
Guaranty may not be amended or modified except by written agreement between
Guarantor and Investor, and no consent or waiver hereunder shall be valid unless
in writing and signed by Investor.




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Section
7.                      Compromise and
Settlement.  No compromise, settlement, release, renewal,
extension, indulgence, change in, waiver or modification of any of the
Obligations or the release or discharge of Borrower from the performance of any
of the Obligations shall release or discharge Guarantor from this Guaranty or
the performance of the obligations hereunder.




Section
8.                      Notice.  Any notice
or other communication herein required or permitted to be given shall be in
writing and may be delivered in person or sent by facsimile transmission,
overnight courier, or by United States mail, registered or certified, return
receipt requested, postage prepaid and addressed as follows:




If to
      Guarantor:
            SAIL
      Venture Partners
              Attn:
      David B. Jones
              600
      Anton Blvd. Suite 1010
              Costa
      Mesa, CA 92626If to
      Investor:
            c/o
      George Kallins
              16
      Deerwood Lane
              Newport
      Beach, CA 92660




or at
such other address as may be substituted by notice given as herein
provided.  Every notice, demand, request, consent, approval,
declaration or other communication hereunder shall be deemed to have been duly
given or served on the date on which personally delivered or sent by facsimile
transmission or three (3) business days after the same shall have been deposited
in the United States mail.  If sent by overnight courier service, the
date of delivery shall be deemed to be the next business day after deposited
with such service.




Section
9.                      Entire
Agreement.  This Guaranty constitute and contain the entire
agreement of the parties and supersedes any and all prior and contemporaneous
agreements, negotiations, correspondence, understandings and communications
between Guarantor and Investor, whether written or oral, respecting the subject
matter hereof and thereof.




Section
10.                     Severability.  If
any provision of this Guaranty is held to be unenforceable under applicable law
for any reason, it shall be adjusted, if possible, rather than voided in order
to achieve the intent of Guarantor and Investor to the extent
possible.  In any event, all other provisions of this Guaranty shall
be deemed valid and enforceable to the full extent possible under applicable
law.




Section
11.                      Assignment; Governing Law.  This
Guaranty shall be binding upon and inure to the benefit of Guarantor and
Investor and their respective successors and assigns, except that Guarantor
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of Investor, which may be granted or withheld
in Investor’s sole discretion.  Any such purported assignment by
Guarantor without Investor’s written consent shall be void.  This
Guaranty shall be governed by, and construed in accordance with, the laws of the
State of California without regard to principles thereof regarding conflict of
laws.




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[SIGNATURE
PAGE FOLLOWS]




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IN
WITNESS WHEREOF, the undersigned has executed this Guaranty as of the day and
year first written above.




GUARANTOR:
                
                SAIL VENTURE PARTNERS, LPBy:NameTitle