Unassociated Document


    CONFIDENTIAL

    


    July __,
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 amends our agreement, dated August 3, 2009 (the “Agreement”), between CNS
Response, Inc. (the "Company”) and Maxim Group LLC
(“Maxim” or the “Placement Agent”), pursuant to
which the Company engaged Maxim to act as the lead placement agent in connection
with a proposed private placement of equity securities of the Company.
Capitalized terms used herein and not otherwise defined have the meetings
ascribed to them in the Agreement.

    


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

    


    Section 3(b)(iii) of the Agreement is
hereby deleted and replaced in its entirety with the following Section
3(b)(iii):

    


    “(iii)           a
warrant (the “Placement Agent
Warrant”) to purchase such number of shares of Common Stock, equal to
10.0% of the aggregate number of securities sold in the Offering, at 110% of the
offering price of the Units (the “Exercise Price”), as defined
in the Offering Documents, exercisable for a period of five (5) years from the
effective date of the registration statement filed with the Securities and
Exchange Commission (the “SEC”) covering the resale of
the shares of Common Stock: (i) included in the Units, (ii) issuable upon the
exercise of the Warrants, and (iii) underlying any Placement Agent Warrant
issued to Maxim in connection with the Private Placement, subject to customary
anti-dilution protection rights contained in warrants of this type.

    


    The
Placement Agent Warrant will be issued at the applicable Closing pursuant to
Warrant certificates to be signed by the Company, as applicable.  The
Placement Agent Warrant shall provide, among other things:

    


    (A)           that
the Placement Agent Warrant shall:

    


    (1)           be
exercisable at the Exercise Price, as applicable;

    


    (2)           expire
no later than five (5) years from the effective date of the
RegistrationStatement; and

    


    (3)           be
subject to restrictions on transfer in compliance with FINRA Rule
5110(g)(1);

    


    (B)           for
registration rights in compliance with FINRA Rule 5110(f)(2)(H);

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (C)           for
such other terms as are normal and customary for Placement Agent Warrants issued
toplacement agents consistent with FINRA Rule 5110.

    


    The first
paragraph of Section 3(c) of the Agreement is hereby deleted and replaced in its
entirety with the following first paragraph for Section 3(c):

    


    “(c)           For
the administrative processing services provided by Maxim hereunder related to
the sale of the Private Placement Securities to persons not introduced to the
Company by the Placement Agent, including managing subscription paperwork,
arranging for stock certificates for and delivery to such investors, and
associated documentation for the Private Placement to fulfill the compliance and
supervisory procedures related to offerings of this type, the Company will pay
or caused to be paid Maxim the following fees at each Closing:”

    


     Except
as specifically amended as set forth above, all other terms of the
Agreement remain in full force and effect.

     

    This
Amendment constitutes the entire agreement between the Company and Maxim
regarding the amendment of the Agreement, 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.

    


     

    [Remainder
of Page Left Blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

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

     

    
      
        	 	
                Very
      truly yours,

                 

                MAXIM
      GROUP LLC

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name 	 
	 	 	Title 	 


      

    

     

     

    Agreed
to and accepted this ____ of July, 2010

    


    CNS
RESPONSE, INC.

    


    


    


    By:
_____________________________

         George
Carpenter

         Chief
Executive Officer

    


     

    [Signature
Page to Amendment to Placement Agent Agreement]