ADVISORY AGREEMENT


 


THIS ADVISORY AGREEMENT (this “Agreement”) is entered
into as of February 1, 2010 among CNS Response, Inc., a Delaware corporation with offices located at 85 Enterprise, Suite 410,
Aliso Vejo, CA 926567 (“CNS”) and Equity Dynamics, Inc., an Iowa Corporation with offices located at 666 Walnut Street,
Suite 2116, Des Moines, IA 50309 (“Advisor”).


 


RECITALS 


 


		A.	CNS is a developmental pharmaceutical company. CNS is in the process of raising equity and/or debt funds through a PIPE’s
or other privately negotiated transaction.



 


		B.	CNS desires to retain the services of the Advisor and the Advisor desires to provide advisory services to CNS, upon the terms
and subject to the conditions set forth in this Agreement.



 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
premises and the mutual promises set forth in this Agreement, CNS and the Advisor hereby agree as follows:


 


1.            Retention
as Advisor.


 


a.           Subject to the terms and conditions
contained in this Agreement, CNS hereby retains the Advisor as an advisor, and the Advisor hereby agrees to render advisory services
to CNS until the date the advisor’s services are terminated pursuant to Section 2 of this Agreement. During the term of this
Agreement, the Advisor will provide advisory services related to the following activities (collectively, the “Services”):


 


		·	The preparation of the private placement memorandum (“PPM”). In this task, the Advisor will assist counsel
for the company and management by preparing drafts of various text sections of the PPM, including summary business descriptions
for CNS and biographies of management.



 


		·	Investor presentation and/or economic modeling consistent with the strategic business plan. Following the completion
of the prior tasks, the parties and the Advisor will discuss additional tasks, such as the preparation of a Power Point presentation
and/or an economic model of the company’s business for use by the management of the company to communicate the company’s
vision, business and strategy to institutional investors, analysts or others.



 


b.            The parties anticipate that
in the performance of the Services, the Advisor will work with management of CNS and counsel or other representations of CNS. The
Advisor will deliver intermediate drafts and queries relating to the documents to be drafted to such individuals, and such individuals
will work diligently to provide the input, information and materials requested. The Advisor will generally advise by telephone
and email, but may be required to travel to visit the facilities of counsel or potential investors.


 


c.            The Advisor is not and shall
not be an employee of CNS but is and shall he an independent contractor who, subject to the terms hereof, shall have sole control
of the manner and means of performing his obligations under this Agreement. The Advisor shall not have, nor shall the Advisor claim,
suggest or imply that the Advisor has, any right, power or authority to enter into any contract or obligation on behalf of, or
binding upon, CNS or any of its representatives. The Advisor may engage in other activities as an employee of or consultant to
other parties, which do not prohibit or impair the performance of the Advisor’s obligations under the Agreement.


 






    	 



    	 



    
 


d.            The Advisor shall pay, when
and as due, any and all taxes as a result of the Advisor’s receipt of the remuneration described in Section 3 of this Agreement,
including estimated taxes.


 


2.            Term.
This Agreement shall remain in effect for a term of twelve months from the date hereof; provided that any party may terminate
this Agreement at any time, with or without cause, on 30 days written notice thereof to the other parties; provided further,
that the obligations of the Advisor under Section 5 hereof shall survive the termination of this Agreement.


 


3.            Compensation.
CNS agrees to pay the Advisor a monthly retainer in the amount of $10,000 for the Services.


 


4.            Expense
Reimbursement. The Advisor shall also be reimbursed for any out-of-pocket expenses incurred in performance of the duties hereunder.
Advisor agrees to travel business class internationally and coach class in the United States.


 


5.            Proprietary
Information; Confidentiality; Inventions.


 


a.            During the term of this Agreement
or any time therefore, the Advisor shall not, either directly or indirectly, use (other than in the performance of the Services)
or disclose to any third person any Confidential Information (as defined in subsection (b) below). The Advisor further agrees not
to make copies of any Confidential Information, except as may be expressly authorized by CNS. All confidential or proprietary documents
and material pertaining to CNS or the services performed by the Advisor that are made by the Advisor or that come into the possession
of the Advisor during the term of this Agreement are and shall remain the property of CNS. Upon termination of this Agreement for
any reason, or upon earlier request of CNS, the Advisor shall deliver to CNS all such documents and materials in the Advisor’s
possession or control, in addition to all forms of Confidential Information.


 


b.            For the purposes of this Agreement,
“Confidential Information” shall mean any confidential or proprietary information relating to the business of CNS or
their affiliates that have not been previously publicly released by duly authorized representatives of CNS (or their affiliates)
including, without limitation, trade secrets, processes, ideas, inventions, improvements, formulae, know-how, negative know-how,
techniques, drawings, designs, original writings, plans, proposals, marketing and sales plans, financial information, cost or pricing
information, customer or suppliers lists, specifications, promotional ideas, and all other concepts or ideas related to the present
or planned business of CNS or their affiliates.


 


6.            Absence
of Restrictions Upon Disclosure and Competition.


 


a.            The Advisor hereby represents
that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer
or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of
the performance of services for the Company or to refrain from competing, directly or indirectly, with the business of such previous
employer or any other party.


 


b.            The Advisor further represents
that his performance of all the terms of this Agreement and as a advisor for the Company does not and will not breach any agreement
to keep in confidence proprietary information, knowledge or data acquired by the Advisor in confidence or in trust prior to my
employment with the Company, and he will not disclose to the Company or induce the Company to use any confidential or proprietary
information or material belonging to any previous employer or others.


 






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7.             Entire
Agreement. The Agreement constitutes the whole agreement of the parties in reference to any of the matters or things provided
for in this Agreement or discussed above and supersedes all prior agreements, promises, representations and understandings. This
Agreement shall be governed by and construed and enforced in accordance with the internal substantive laws (and not the laws of
conflicts) of the State of Iowa. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or enforceability without invalidating the remaining
provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


8.            Amendment
and Waiver. This Agreement may be amended, modified, superseded, canceled, renewed, extended or waived only by a written instrument
executed by the parties to this Agreement or, in the case of a waiver by the party waiving compliance. No waiver by any party
of the breach of any term or provision contained in this Agreement, whether by conduct or otherwise, in any one or more instances
shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this agreement.


 


9.            Notices.
All notices, requests or consent required or permitted under this Agreement shall be in writing and shall be given to the other
party by personal delivery, overnight air courier (with receipt signature or facsimile transmission (with “answerback”
confirmation of transmission), sent to such party’s physical address, email address or telecopy number as is set forth below
such party’s signature hereto. Each such notice, request or consent shall be deemed effective upon receipt.


 


10.          Attorneys’
Fees. In the event that either party seeks to enforce its right under this Agreement, the prevailing party shall be entitled
to recover reasonable fees (including attorneys’ fees), costs and other expenses incurred in connection therewith, including
the fees, costs and expenses of appeals.


 


11.          Headings.
The headings of the sections of this Agreement have been inserted for convenience and reference only and do not constitute a part
of this Agreement.


 


12.          Arbitration.
Except for claims for emergency equitable or injunctive relief which cannot be timely addressed through arbitration, any controversy
or claim arising out of or relating to this Agreement, or the breach thereof, that cannot be resolved between the parties in a
timely manner shall be resolved by binding arbitration before a single neutral arbitrator. The arbitrator shall be selected from
the American Arbitration Association through its procedures. All rules governing the arbitration shall be the rules as set forth
by the American Arbitration Association. The arbitrator is bound to rule only on whether or not there has been a violation of
the terms of this Agreement and to render an award, if any, that is consistent with the terms of this Agreement. Neither party
to this Agreement is entitled to any legal recourse or rights or remedies other than those provided within this Agreement. The
arbitrator may apportion the costs of the arbitration, including arbitrator’s fees, among the parties, but shall have no
power to award attorneys’ foes. Each party shall be responsible for its own attorneys’ fees.


  






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IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the date first above written.


 


	CNS RESPONSE, INC.	 	EQUITY DYNAMICS, INC.
	 	 	 	 	 
	By:	 	 	By:	 
	 	Name:  George Carpenter
 Title:  CEO
 Date:  November 1, 2010
 Address for Notices:
 85 Enterprise, Suite 410
 Aliso Vejo, CA 92656 	 	 	Name:  Brian Thompson
 Title:  SVP
 Date:  November 1, 2010
 Address for Notices:
 666 Walnut St, Suite 2116
 Des Moines, IA 50309 
	 	 	 	 	 
	 	Telephone:        (949) 420-4401 	 	 	Telephone:     (515) 244-5746 
	 	Telecopy:          (866) 294-2611 	 	 	Telecopy:       (515) 244-2346 





   








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