BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT

THIS BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT (this “ Agreement ” ) is made as of May 14, 2009 by and between CNS Response, Inc., a Delaware corporation (the “ Company ” ), and SAIL Venture Partners, LP (the “ Investor ” .)

In consideration for the mutual promises and covenants herein, the parties agree as follows:

1.1            Agreement to Purchase and Sell Notes and Warrants .

a)            First Closing .  Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor, a Secured Convertible Promissory Note in the principal amount of $200,000, substantially in the form attached hereto as Exhibit A (a “ Note ” ), at the first closing (the “ First Closing ” ).  In addition, in order to induce the Investor to purchase this Note, the Company shall issue to the Investor at the First Closing a warrant in the form attached hereto as Exhibit B (a “ Warrant ”) that will permit the Investor to purchase up to 100,000 shares of common stock at a purchase price equal to $0.25 per share.

b)            Second Closing .  Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor, a Note in the principal amount of $200,000 at the second closing (the “ Second Closing ” ).  In addition, in order to induce the Investor to purchase this Note, the Company shall issue to the Investor at the Second Closing a Warrant that will permit the Investor to purchase up to 100,000 shares of common stock at a purchase price equal to $0.25 per share.

c)            Securities .  The Notes and Warrants issued pursuant to this Agreement, and any securities issuable upon conversion or exercise of such Notes and Warrants or upon conversion of the shares of stock to be issued upon conversion or exercise of such Notes and Warrants, are referred to herein as the “ Securities .”

1.2            Closings .

a)           The First Closing shall take place at the offices of the Company at 10:00 a.m., California time, on the date hereof, or at such other location, date and time as may be agreed upon by the Investor and the Company (the “ First Closing Date ” ).  At the First Closing, the Company shall issue and deliver to the Investor the Note and Warrant described in Section 1.1(a), both of which shall be acknowledged and agreed to by the Investor.  As payment in full for such Note, the Investor shall deliver to the Company a check payable to the order of the Company in the amount of $200,000, or transfer such sum to the account of the Company by wire transfer.  As payment in full for such Warrant, the Investor shall deliver to the Company a check payable to the order of the Company in the amount of $20, or transfer such sum to the account of the Company by wire transfer, which the parties agree is the fair market value of the Warrant being so issued.  The obligation of the Investor to purchase and pay for the Note and Warrant at the First Closing is, unless waived by the Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of the First Closing Date.  The obligation of the Company to sell and issue the Note and Warrant at the First Closing is, unless waived by the Company, subject to the condition that the Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the First Closing Date.

b)           The Second Closing shall take place at the offices of the Company at 10:00 a.m., California time, at such location, date and time as may be agreed upon by the Investor and the Company, but which shall in no event be earlier than June 3, 2009 (the “ Second Closing Date ” ).  At the Second Closing, the Company shall issue and deliver to the Investor the Note and Warrant described in Section 1.1(b), both of which shall be acknowledged and agreed to by the Investor.  As payment in full for such Note, the Investor shall deliver to the Company a check payable to the order of the Company in the amount of $200,000, or transfer such sum to the account of the Company by wire transfer.  As payment in full for such Warrant, the Investor shall deliver to the Company a check payable to the order of the Company in the amount of $20, or transfer such sum to the account of the Company by wire transfer, which the parties agree is the fair market value of the Warrant being so issued.  The obligation of the Investor to purchase and pay for the Note and Warrant at the Second Closing is, unless waived by the Investor, subject to the conditions that (i) the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of the Second Closing Date, (ii) the Company has not breached any of its covenants in Section 4 as of the Second Closing Date, (iii) the Company has entered into a signed term sheet acceptable to Investor in which one or more investors have committed to participate in an equity financing of not less than $2,000,000, excluding any and all notes and other liabilities or indebtedness which are converted, and with the principal purpose of raising capital, (iv) the Company has not encountered any material adverse changes since the date of this Agreement and (v) the Company, including the TRD study, has performed in a satisfactory manner since the date of this Agreement.  The determination of whether the conditions in the previous sentence have been met shall be determined by the Investor, in its sole discretion.  The obligation of the Company to sell and issue the Note and Warrant at the Second Closing is, unless waived by the Company, subject to the condition that the Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the Second Closing Date.

The Company represents and warrants to the Investor as follows:

2.1            Existence of Company .  The Company is a duly organized Delaware corporation.  The Company is validly existing and in good standing in all jurisdictions where it conducts its business.

2.2            Authority to Execute .  The execution, delivery and performance by the Company of (i) this Agreement, (ii) the  Notes and the Warrants pursuant to the terms of this Agreement, including the Notes issuable pursuant to Section 4.1, and (iii) any financing statements thereunder (collectively, the “ Loan Documents ” ) are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, do not and will not conflict with any provision of law or organizational document of the Company (including its Articles of Incorporation or Bylaws) or of any agreement or contractual restrictions binding upon or affecting the Company or any of its property and need no further stockholder or creditor consent.

2.3            No Stockholder Approval Required .  No approval of the Company’s stockholders is required for (i) the entry by the Company into this Agreement, (ii) the issuance of the Notes and Warrants contemplated by this Agreement, (iii) the granting of the security interest under the terms of such Notes or (iv) the issuance of any shares of stock upon conversion or exercise of such Notes and Warrants or upon conversion of the shares of stock to be issued upon conversion or exercise of such Notes and Warrants.

2.4            Valid Issuance .  The shares of stock to be issued upon conversion or exercise of the Notes and Warrants contemplated by this Agreement or upon conversion of the shares of stock to be issued upon conversion or exercise of such Notes and Warrants will be, upon issuance, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Loan Documents, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Investor.  Assuming the accuracy of the representations of the Investor in Section 3 of this Agreement, such Notes and Warrants and the shares of stock to be issued upon conversion or exercise of such Notes and Warrants or upon conversion of the shares of stock to be issued upon conversion or exercise of such Notes and Warrants will be issued in compliance with all applicable federal and state securities laws.  The issuance of such Notes, Warrants and shares will not trigger any anti-dilution protections.

2.5            B