WARRANT AGREEMENT



      WARRANT AGREEMENT (this "Agreement"), dated as of November 9, 2001, by and

between The Immune Response Corporation, a Delaware corporation (the "Company"),

and Kevin Kimberlin Partners, L.P., a Delaware limited partnership (the "Warrant

Holder").



                               W I T N E S S E T H



      WHEREAS, the parties have entered into that certain Note Purchase

Agreement, dated as of November 9, 2001, by and between the Company and the

Warrant Holder (the "Note Purchase Agreement"); and



      WHEREAS, pursuant to the Note Purchase Agreement, the Warrant Holder has

agreed to loan to the Company Two Million ($2,000,000) Dollars (the "Loan

Amount"), subject to the issuance by the Company of a convertible secured

promissory note (the "Note"), and the Company has agreed to issue to the Warrant

Holder warrants (the "Warrants") to purchase 1,733,703 shares of the Company's

common stock, par value $.0025 per share (the "Common Stock"), which equals the

Loan Amount divided by eighty (80%) percent of the Exercise Price (as defined in

Section 1 hereof), subject to the terms set forth herein.



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

and promises contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree

as follows:



      1. WARRANTS. The Company hereby grants to the Warrant Holder, subject to

the terms set forth herein, the right to purchase from the Company at any time

and from time to time after the date hereof until 5:00 p.m., New York City local

time, on November 9, 2011 (the "Expiration Date"), up to 1,733,703 fully paid

and non-assessable shares of Common Stock, subject to adjustment pursuant to

Section 3 hereof (the "Shares"), which number of Shares equals the Loan Amount

divided by eighty (80%) percent of the Exercise Price. For purposes of this

Agreement, the "Exercise Price" shall initially be $1.4420, which is equal to

the average of the closing bid prices of the Common Stock for the ten (10)

consecutive trading days immediately preceding the date hereof, subject to the

adjustments pursuant to Section 3 hereof.



      2. EXERCISE OF WARRANTS.



            2.1 EXERCISE. The Warrants may be exercised by the Warrant Holder,

in whole or in part, by delivering the Notice of Exercise purchase form,

attached as EXHIBIT A hereto, duly executed by the Warrant Holder to the Company

at its principal office, or at such other office as the Company may designate,

accompanied by payment, in cash or by wire transfer or check payable to the

order of the Company, of the amount obtained by multiplying the number of Shares

designated in the Notice of Exercise by the Exercise Price (the "Purchase

Price"). The Purchase Price may also be paid, in whole or in part, by delivery

of such purchase form and of shares of Common Stock owned by the Warrant Holder

having a Fair Market Value (as defined in Section 2.3 hereof) on the last

trading day ending the day immediately preceding the Exercise Date (as defined

below) equal to the portion of the Purchase Price being paid in such shares. In

addition, the Warrants may be exercised, pursuant to a cashless exercise except



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as set forth in Section 3.3(4) below, by providing irrevocable instructions to

the Company, through delivery of the aforesaid purchase form with an appropriate

reference to this Section 2.1 to issue the number of shares of the Common Stock

equal to the product of (a) the number of shares as to which the Warrants are

being exercised multiplied by (b) a fraction, the numerator of which is the Fair

Market Value of a share of the Common Stock on the last business day preceding

the Exercise Date less the Exercise Price therefor and the denominator of which

is such Fair Market Value. For purposes hereof, "Exercise Date" shall mean the

date on which all deliveries required to be made to the Company upon exercise of

Warrants pursuant to this Section 2.1 shall have been made.



            2.2 ISSUANCE OF CERTIFICATES. As soon as practicable after the

exercise of the Warrants (in whole or in part) in accordance with Section 2.1

hereof, the Company, at its expense, shall cause to be issued in the name of and

delivered to the Warrant Holder (i) a certificate or certificates for the number

of fully paid and non-assessable Shares to which the Warrant Holder shall be

entitled upon such exercise and (if applicable) (ii) a new warrant agreement of

like tenor to purchase all of the Shares that may be purchased pursuant to the

portion, if any, of the Warrants not exercised by the Warrant Holder. The

Warrant Holder shall for all purposes be deemed to have become the holder of

record of such Shares on the date on which the Notice of Exercise and payment of

the Purchase Price in accordance with Section 2.1 hereof were delivered and

made, respectively, irrespective of the date of delivery of such certificate or

certificates, except that if the date of such delivery, notice and payment is a

date when the stock transfer books of the Company are closed, such person shall

be deemed to have become the holder of record of such Shares at the close of

business on the next succeeding date on which the stock transfer books are open.



            2.3 FAIR MARKET VALUE. The "Fair Market Value" of a share of Common

Stock on any day means: (a) if the principal market for the Common Stock is The

Nasdaq National Market or any other national securities exchange, the last sales

price of the Common Stock on such day as reported by such exchange or market, or

on a consolidated tape reflecting transactions on such exchange or market, or

(b) if the principal market for the Common Stock is not a national securities

exchange or The Nasdaq National Market and the Common Stock is quoted on the

National Association of Securities Dealers Automated Quotations System, the mean

between the closing bid and the closing asked prices for the Common Stock on

such day as quoted on such System, or (c) if the Common Stock is not quoted on

the National Association of Securities Dealers Automated Quotations System, the

mean between the highest bid and lowest asked prices for the Common Stock on

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