Exhibit 10.121



	EXHIBIT 10.121




	 	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





	$215,000 	New York, New York

      November 27, 2002






	          FOR
the receipt of $215,000, 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) $215,000.00 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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