Profile

A results-oriented executive whose passion is leading energetic, client-

centric company transformations. Experience growing data-driven

biomedical and health care services companies.

Experience

PRESIDENT, CNS RESPONSE INC. (NASDAQ OTC:BB - CNSO) COSTA MESA, CA 2007 - PRESENT

Breakthrough biomarker solution for psychotropic drugs

Leading commercialization of the company’s patented referenced-EEG® technology, the first predictive lab test for

psychiatric medications. Assembled superb team of managers, experts and influentials to launch a game-breaking

solution for treatment resistant mental disorders -- a major unmet clinical need. Managing commercial operations

including managed care/research clinic, reference lab), physician network and payer clients.

PRESIDENT, WORKWELL SYSTEMS, INC. ALISO VIEJO, CA! ! 2002 – 2007

National physical medicine startup

Turned around venture-backed “web” startup, from negligible revenues and $4 million ‘burn rate’ to $9 million

annual revenues, 54% gross margin, and strong EBITDA. Repositioned provider network and technology

platform to support health testing for large employers, delivering significant savings for clients. Won 2004

Innovation in Healthcare Award from ABL Organization for novel restaging of company.

CHAIRMAN & CEO, CORE, INC. (NASDAQ: CORE) IRVINE, CA 1990 – 2002

Leader in integrated health & productivity management

Led management buyout of struggling Baxter division, becoming a market leader in integrated health &

productivity management. Grew from $5.5 million to over $70 million in annual revenue, with 600 professionals

servicing over 1.8 million employees.

• Drove 38% annual revenue growth over the last five years, increasing EBITDA four-fold

• Managed sales team that developed 85 Fortune 500 and insurance carrier clients

• Awarded “best practice” designations and strategic partnerships with General Electric, Motorola. CS First Boston analyst said: “One could argue he’s created an industry.”

• OC finalist for Ernst & Young Entrepreneur of the Year Award, 1998

• Led key financing transactions, including venture round, acquisition of public company (S-4), and public secondary

• Increased market value 100x from LBO to acquisition by Fortis, Inc., a European insurance carrier

VICE PRESIDENT - OPERATIONS, BAXTER INTERNATIONAL (NYSE: BAX) DEERFIELD, IL 1984 – 1990

Global healthcare products

Progressed through positions in reimbursement, corporate strategic planning, and business development

(primarily medical device projects). Developed managed care operations in Puerto Rico and U.S.

SALES, SENIOR SYSTEMS CONSULTANT, INLAND STEEL COMPANY CHICAGO, IL 1980 – 1984Integrated steel producer

Led information systems projects in core steel operations. Developed novel ingot tracking approach to save

$300 million annually. Promoted through Operations, Sales and Marketing positions.

Education

MBA, University of Chicago, concentrations in Marketing & Finance 1985

BA, Dartmouth College, with Distinction in Policy Studies/International Law 1980

2 shelter cove laguna niguel, CA 92677 T: !949" 697#2161 Email: gcarpenter4@mac.com

George C. Carpenter IV

Bio 2008 - BMO Conference 2007 - Advance Directors 2000 - LA Times

Turnaround notes

A results-oriented biomedical executive with a passion

for leading high growth and turnaround companies, George’s

focus is bringing new technology and business processes to

under-served markets.

Prior to CNS Response, George ran WorkWell Systems, a national physical medicine

firm managing health testing programs for Fortune 500 employers. From 1990 to 2001,

George served as Chairman and CEO of CORE, Inc., (Nasdaq: CORE) after leading the

management buyout of this division of Baxter Healthcare. CORE was a pioneer in

workforce health care management and analytics, establishing a record for clinical software

innovation and talent development that, in the words of one Wall Street analyst, "created

an industry". CORE was acquired in 2001 by Fortis Insurance.

Prior to founding CORE, George was a Vice President of Operations with Baxter

Healthcare, served as a Director of Business Development and as strategic planner for

Baxter’s alternate site businesses. His career began at Inland Steel in manufacturing process

control and Sales.

George has served on a number of biomedical advisory (Sanofi-Aventis, Elan, Purdue)

and corporate boards (CORE, WorkWell, Ambry Genetics, Remedy Interactive), and is a

frequent speaker and writer on healthcare technology and financing issues.

As President of CNS Response, Inc., (Nasdaq: CNSO) George is leading the

commercialization of the company’s patented rEEG® (referenced-EEG) technology for

psychiatric medication management. CNS Response has commercialized the first predictive

biomarkers for physicians, payers, and consumers in behavioral medicine.

He earned his MBA in Finance from theUniversity of Chicago Graduate School ofBusiness, and a BA with Distinction inInternational Policy & Law from DartmouthCollege. George and his family live in LagunaNiguel, CA.

2009

Bio 2008 - BMO Conference 2007 - Advance Directors 2000 - LA Times Turnaround notes

Some examples of the approaches that have worked for me in past companies:

1. At Baxter (!88) as VP of Operations I was put in charge of a Case Management unit rapidly losing money andcustomers. I had the operating software rewritten so that we could measure operating performance and bill moreeffectively, then firmed up key customers with strong service standards. I also set new targets and incentives forachieving billing goals. Result: happy national accounts, higher billings. Became the fastest growing and mostprofitable unit of the HDI division, and the cornerstone [and cash cow] of the management buyout I led in 1990 (whichbecame CORE). In fact, one of those customers -- Chrysler -- funded our LBO.

WorkWell Systems ($ 000)

CORE Inc. ($ 000)2. At CORE ("90) I led an employee buyout of our Baxter division, our chance to

“let the inmates run the asylum”. We all lived on spaghetti for the first coupleyears, and we definitely stretched payables, but ultimately we raised moneyfrom a venture capitalist who saw our turnaround chops and made us a greatdeal: he!d give us $3.5m at a great valuation if we!d turn around his strugglingMCO in California. This capital gave us the money to deploy our new clinicalsoftware product, WorkAbility, which had never sold under Baxter, and create anew market in the Fortune 500 for integrated health and productivitymanagement. WorkAbility became a $42 million business by 2001 -- thelargest division within CORE -- and the key driver of our 75 Fortune 500 clientrelationships.

We sold CORE in 2001 to Fortis, Inc. for 100x our original investment.

3. At WorkWell (!02) -- a “web company” with almost no revenues when I cameon board, and a $4 million annual “burn rate” with a little over $1 million incash. Made big cuts upfront, and many of us deferred salary. We changed themodel from nonrecurring revenues on software/books to a recurring service playusing updated software, changed markets to large F500 fleets, and sold acouple of large accounts by the end of the first year. Focused on operationalexcellence and got incredible results for those clients -- winning the Innovationin Health Care award in 2004. In 2005 we became profitable and expandedservices within our existing clients, reaching $9 million run rate in !07.

4. CNS Response (!08) is a company with an extraordinary technology to guideprescribing of psychiatric medications, facing a huge unmet clinical need intreatment-resistant patients. We!ve brought together a great team of inside andoutside experts to commercialize the technology as a reference lab forpsychiatry -- and are making great progress with physicians, consumers, andpayers.

2009george c carpenter iv

Bio 2008 - BMO Conference 2007 - Advance Directors 2000 - LA Times

Turnaround notes

CEO PROFILE

Carpenter and WorkWell continue to improve a good thing.

Fit to Lead

george c carpenter iv 2009

Bio 2008 - BMO Conference 2007 - Advance Directors 2000 - LA Times

Turnaround notes