BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT

THIS BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT (this “ Agreement ” ) is made as of June 12, 2009 by and between CNS Response, Inc., a Delaware corporation (the “ Company ” ), and Mr. John Pappajohn (the “ Investor ” ).

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

1.1            Agreement to Purchase and Sell Note and Warrant .

a)            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 $1,000,000, substantially in the form attached hereto as Exhibit A (the “ Note ” ), at the closing (the “ Closing ” ).  In addition, in order to induce the Investor to purchase the Note, the Company shall issue to the Investor at the Closing a warrant in the form attached hereto as Exhibit B (the “ Warrant ”) that will permit the Investor to purchase up to 3,333,333 shares of common stock of the Company (“ Common Stock ”) at a purchase price equal to $0.30 per share.

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

1.2            Closing .

a)           The 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 “ Closing Date ” ).  At the 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 $1,000,000, 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 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 Closing Date.  The obligation of the Company to sell and issue the Note and Warrant at the 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 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.  Upon the taking of the actions referred to in Section 4.1, the Company will be validly existing 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  Note and the Warrant to be issued pursuant to the terms of this Agreement, (iii) the Intercreditor Agreement, dated as of the date hereof, among the Company, the Investor and SAIL Venture Partners, LP (“ SAIL ”)   (the “ Intercreditor Agreement ” ), and (iv) 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 Certificate 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 Note and Warrant contemplated by this Agreement, (iii) the granting of the security interest under the terms of such Note or (iv) the issuance of any shares of stock upon conversion or exercise of such Note and Warrant or upon conversion of the shares of stock to be issued upon conversion or exercise of such Note or Warrant.

2.4            Valid Issuance .  The shares of stock to be issued upon conversion or exercise of the Note and Warrant contemplated by this Agreement will be, upon issuance and following receipt by the Company of any applicable consideration therefore as set forth in the applicable Loan Document, validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Loan Documents, the documents entered into by the investors and other parties in the financing giving rise to such conversion of the Note, 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 Note and Warrant and the shares of stock to be issued upon conversion or exercise of such Note and Warrant or upon conversion of the shares of stock to be issued upon conversion or exercise of such Note and Warrant will be issued in compliance with all applicable federal and state securities laws.  The issuance of such Note, Warrant and shares will not trigger any anti-dilution protections.

2.5            Binding Obligation .  Upon the taking of the actions referred to in Section 4.1, this Agreement will be, and the other Loan Documents when delivered hereunder will be, legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

2.6            Litigation .  No litigation or governmental proceeding is pending or threatened against the Company which may have a materially adverse effect on the financial condition,  operations or prospects of the Company, and to the knowledge of the Company, no basis therefore exists.

2.7            Intellectual Property .  To the best of its knowledge, the Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others.  There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or standard products.

2.8            SEC Reports.                                 The Company has timely filed all forms, reports, schedules, proxy statements, registration statements and other documents (including all exhibits thereto) required to be filed by it with the Securities and Exchange Commission (the “ SEC ”) pursuant to the federal securities laws and the SEC rules and regulations thereunder, together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) (as they have been amended since the time of their filing, including all exhibits thereto, the “ SEC Reports ”).  Each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the " Securities Act " ) and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), the Sarbanes-Oxley Act and the rules and regulations of the SEC under all of the foregoing. None of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or nececssary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

The Investor represents and warrants to the Company as follows:

3.1            Authorization; Binding Obligations .  The Investor has full power and authority to enter into this Agreement and each of the other Loan Documents to which he is a party, and this Agreement and each other Loan Document constitutes a valid and legally binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.2            Accredited Investor .  The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D promulgated under the Securities Act.

3.3            Investment for Own Account .  The Note and Warrant issued pursuant to this Agreement and the shares of stock to be issued upon conversion or exercise of such Note and Warrant or upon conversion of the shares of stock to be issued upon conversion or exercise of such Note and Warrant are being acquired for his own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.

4.1            Good Standing.                                   Within three (3) business days of the Closing, the Company shall make all filings with the State of Delaware and pay all franchise taxes and any other fees necessary to reinstate, renew or revive, as appropriate, the Certificate of Incorporation and to bring within good standing the status of the Company under the General Corporation Laws of the State of Delaware.

4.2            Future Financings .  The Company covenants to allow Investor, at Investor’s election, to participate in all future financings of the Company up to an aggregate participation by Investor of $10,000,000 in addition to the amounts invested by the Investor in the Company after giving effect to the transactions contemplated by this Agreement.  The Company shall provide adequate notice to the Investor of all such future financings.  Notwitstanding the foregoing, Investor is not obligated to participate in any future financings.

4.3            Registration Rights Agreement .  Notwithstanding any provision in the Loan Documents to the contrary, the Company agrees that all securities issued upon conversion or exercise of the Note and Warrant contemplated by this Agreement or upon conversion of the shares of stock to be issued upon conversion or exercise of such Note and Warrant will be subject to a Registration Rights Agreement between the Company and Investor.  In the event that the terms of such Note and Warrant do not provide for such a Registration Rights Agreement, the Company agrees to work with Investor in good faith to prepare and execute such