Exhibit 10.117



	EXHIBIT 10.117




	 	THE SECURITIES
REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED
OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.




	THE IMMUNE RESPONSE CORPORATION

      8% CONVERTIBLE SECURED PROMISSORY NOTE






	$200,000	 New York, New York 

      November 20, 2002




	          FOR
the receipt of $200,000 ($7,000 of which is deemed to have been previously
received) the undersigned, The Immune Response Corporation, a Delaware
Corporation (the “Issuer”), hereby unconditionally promises to pay on
the Note Maturity Date (as defined in that certain Note Purchase Agreement,
dated November 9, 2001, by and between Kevin Kimberlin Partners, L.P.
(“KKP”) and the Issuer, and as amended by Amendment No. 1, dated as of
February 14, 2002 and Amendment No. 2, dated as of May 3, 2002, each by and
between the Issuer, KKP and Oshkim Limited Partnership (“Oshkim”) and
as further amended by Amendment No. 3, dated as of July 11, 2002, by and between
the Issuer, KKP, Oshkim and The Kimberlin Family 1998 Irrevocable Trust (the
“Note Purchase Agreement”)) to the order of Cheshire Associates LLC
(the “Purchaser”), at the office of the Purchaser located at 535
Madison Avenue, 18th Floor, New York, New York 10022, or such other address
designated by the Purchaser, in lawful money of the United States of America and
in immediately available funds, the principal amount of (a) $200,000.00 or (b)
if less as a result of any voluntary conversion(s) of this Note in part in
accordance with Section 3.4 of the Note Purchase Agreement, the aggregate unpaid
principal amount of this Note. Subject to Section 3.4 of the Note Purchase
Agreement, the Issuer further agrees to pay interest on the unpaid principal
amount outstanding hereunder from time to time, from the date hereof, in like
money, at the rate of eight (8%) percent per annum, as and at the dates
specified in Section 3.3 of the Note Purchase Agreement.




	          This
Note is one of the promissory notes referred to in the Note Purchase Agreement,
and is entitled to the benefits thereof, is secured as provided therein (and as
provided in that certain Intellectual Property Security Agreement, dated
November 9, 2001, by and between the Issuer and KKP, as amended by Amendment No.
1, dated February 26, 2002, by and between the Issuer, KKP and Oshkim, and as
further amended by Amendment No. 2, dated July 11, 2002, by and between the
Issuer, KKP, Oshkim and the Kimberlin Trust) and is subject to conversion as set
forth therein. In the event of any conflict between the Note Purchase Agreement
and this Note, the terms and provisions of the Note Purchase Agreement shall
govern.




 

 








	          Upon
the occurrence of any one or more of the Events of Default specified in the Note
Purchase Agreement, all amounts then remaining unpaid on this Note and all
amounts then remaining unpaid on any note issued by the Issuer to the Purchaser
or to any affiliate and/or related party of the Purchaser shall become, or may
be declared to be, immediately due and payable.




	          Subject
to the provisions of the legend above, this Note is freely transferable, in
whole or in part, by the Purchaser, and such transferee shall have the same
rights hereunder as the Purchaser. The Issuer may not assign or delegate any of
its obligations under this Note without the prior written consent of the
Purchaser (or its successor, transferee or assignee).




	          All
parties now and hereafter liable with respect to this Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.




	          Subject
to Section 3.3 of the Note Purchase Agreement, the Issuer agrees to pay all of
the Purchaser’s expenses, including reasonable attorneys’ costs and
fees, incurred in collecting sums due under this Note.




	          This
Note shall be subject to prepayment only in accordance with the terms of the
Note Purchase Agreement.




	          This
Note shall be governed by, and construed and interpreted in accordance with, the
laws of the State of New York.





	 	THE IMMUNE RESPONSE CORPORATION

      

      By:____________________________ 

           Name:________________________

           Title:_________________________





 
	 	
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