AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

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      This AMENDMENT NO. 1 is made as of the 14th day of February, 2002 (the

"Amendment") by and between Kevin Kimberlin Partners, L.P., a Delaware limited

partnership ("KKP"), The Immune Response Corporation, a Delaware corporation

("Seller") and Oshkim Limited Partnership ("Oshkim").



      WHEREAS, the Seller and the KKP entered into that certain Note Purchase

Agreement dated as of November 9, 2001 (the "Agreement").



      WHEREAS, the Seller proposes to issue and sell Additional Securities to

Oshkim and Oshkim wishes to purchase Additional Securities from Seller.



      WHEREAS, the parties desire to amend the Agreement to add Oshkim as a

party and in certain other respects as set forth below.



      NOW, THEREFORE, in consideration of the foregoing premises and the mutual

covenants set forth below, the parties hereby amend the Agreement and agree as

follows:



      1. Effective as of the date of this Amendment, the Agreement is hereby

amended as follows:



          a.   Oshkim shall be a party to the Agreement.



          b.   All references in the Agreement to "Buyer" for all purposes

               related to Additional Securities shall be deemed to refer to

               Oshkim, and for all purposes related to the Securities shall be

               deemed to refer to KKP.



          c.   The third recital on page one is hereby amended to add a new last

               sentence which shall read in its entirety as follows:



               "Notwithstanding the foregoing, the Additional Note issued on

               February 14, 2002 shall have an initial Conversion Price equal to

               the product of (i) one hundred twelve and one-half (112.5%)

               percent multiplied by (ii) the average of the closing bid prices

               of the Common Stock for the five (5) consecutive trading days

               immediately preceding the issuance date of such Additional Note,

               and the Additional Warrant issued on February 14, 2002 shall be

               to purchase, pursuant to an additional warrant agreement, that

               number of shares of the Common Stock equal to the principal loan

               amount of such corresponding Additional Note divided by one

               hundred twelve and one-half (112.5%) percent of the exercise

               price per share of such Additional Warrant, which exercise price

               shall be equal to the average of the closing bid prices of the

               Common Stock for the five (5) consecutive trading days

               immediately preceding the issuance date of such Additional

               Warrant, determined and adjusted in accordance with, and subject

               to the same terms and conditions provided in, the Warrant

               Agreement, but shall only be exercisable to the extent that such

               shares issuable on exercise of such Additional Warrant, when

               aggregated with shares issuable on conversion of the Initial

               Note, Initial Warrant and Additional Note, would not exceed

               19.99% of the Seller's outstanding shares on November 9, 2001 in

               order to be in compliance with NASD Rule 4350(i)(1)(D) until the

               required shareholder approval of the issuance of the Notes and





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               Warrants for purposes of NASD Rule 4350(i) has been obtained."



          d.   Section 3.2 is hereby amended to read in its entirety as follows:



               "3.2 MATURITY. Unless otherwise converted into the Conversion

               Shares (as defined in Section 3.4 hereof) in accordance with the

               provisions hereof or unless extended in writing by Buyer in its

               sole discretion, the Initial Note shall mature on May 5, 2002;

               provided however that if the Seller shall receive shareholder

               approval of the issuance of the Initial Note and Initial Warrant

               for purposes of NASD Rule 4350(i) the Initial Note shall mature

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