Exhibit 10.123



	EXHIBIT 10.123




	 	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






	$278,320.18	 New York, New York

      December 10, 2002




	                    FOR
the  cancellation  of  $358,868.82  of principal  indebtedness  represented by the 8%
Secured  Promissory  Note  dated July 30,  2002 (and  accrued  interest  thereon),  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) $278,320.18 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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