SUBLICENSE AND SUPPLY AGREEMENT



THIS  SUBLICENSE  AND  SUPPLY  AGREEMENT  is dated as of  August  4, 2000 and is

entered into between



TRINITY  MEDICAL GROUP USA, INC.  ("TMGUSA"),  a Florida  Corporation,  having a

place of business at 3753 Howard Hughes Parkway, Las Vegas, NV 89109, U.S.A; and





TRINITY ASSETS COMPANY  LIMITED  ("TAC"),  a company  incorporated  in Thailand,

having a place of  business  at 425/129 Soi  Sirijulsawek,  Silom Road,  Bangkok

10500, Thailand.



WITNESSETH:



WHEREAS,  THE IMMUNE  RESPONSE  CORPORATION  (" IRC") and TRINITY  MEDICAL GROUP

COMPANY  LIMITED ("TMG")  entered into the License and  Collaboration  Agreement

dated as of 15 September 1995 (the "License Agreement").



WHEREAS,  TMG  assigned  all of its rights  and  obligations  under the  License

Agreement  to TMGUSA  pursuant  to the terms and  conditions  of the  Assignment

Agreement dated as of 3 August 2000 (the "Assignment Agreement").



WHEREAS,  TMGUSA, Dr. Vina Churdboonchart and TMG entered into the Collaboration

and Supply Agreement dated as of 1 December 1999 (the  "Collaboration and Supply

Agreement").



WHEREAS,  TMGUSA and TAC hereby enter into this Sublicense and Supply  Agreement

dated as of 4 August 2000 (the "Distribution and Supply Agreement").



WHEREAS,  TMGUSA  intends  to  sublicense  some of its  rights  and  obligations

assigned  to it  pursuant  to the  Assignment  Agreement  and supply the Product

purchased  from IRC to TAC in accordance  with the terms and  conditions of this

Agreement.



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

covenants herein contained, the Parties agree as follows:



ARTICLE 1.        DEFINITION AND INTERPRETATION



Unless otherwise specified in this Agreement, terms used in this Agreement shall

have the same meanings as provided in the License  Agreement between TMG and The

Immune Response Corporation dated September 15, 1995.



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ARTICLE 2.        DEVELOPMENT PROGRAM



2.1      Subcontract of the Development Program

         --------------------------------------



         2.1.1    TMGUSA agrees to  subcontract  the  Development  Program to be

                  performed  by it in the normal  course of its  business to TAC

                  and TAC shall  perform the  Development  Program in compliance

                  with the terms and  conditions  as  specified  in the  License

                  Agreement and shall be in compliance in all material  respects

                  with all  requirements  of laws and  regulations of the United

                  States and the applicable countries of the Territory, together

                  with all good laboratory practices and good clinical practices

                  of the  United  States  and the  applicable  countries  of the

                  Territory.



         2.1.2    The  subcontracting  of  the  Development  Program  shall  not

                  involve  the  transfer of Product  Know-How  to Third  Parties

                  without the prior express written consent of IRC.



         2.1.3    TMGUSA shall supervise the subcontract work.



2.2      Expenses of the Development Program

         -----------------------------------



         2.2.1    In performing the subcontract work of the Development  Program

                  as  specified  in  Article  2.1,  TAC  shall  invoice   TMGUSA

                  appropriate  expenses  associated  with clinical  trials until

                  full regulatory approval of the Product ("Remune") in Thailand

                  is granted.



         2.2.2    Acceptable direct expenses and pay rates include:



                  a)       Principal Investigator Time at US $250 per hour.



                  b)       All travel expenses including air fare at First Class

                           rates, lodging and meals, including incidentals.



                  c)       All  telephone,  fax, and document  delivery  charges

                           between  TAC  and  TMGUSA,   IRC,  Thai  Governmental

                           officials,  Mahidol  University  personnel,  clinical

                           trial  collaborators,   patients,  publications,  and

                           conferences.



                  d)       Associate  Researcher  labor for clinical  trial data

                           statistical analysis at US $125 per hour.



                  e)       CD4 and viral  load  laboratory  assays at US $50 per

                           hour labour or per test result, whichever is greater.



                  f)       All  other  actual   laboratory   fees  and  cost  of

                           necessary  laboratory  equipment  purchases as may be

                           required   in  order  to  carry   out  the  study  in

                           accordance with internationally accepted standards.



                                      -2-

{PAGE}



                  g)       Rental and maintenance  costs of an appropriate study

                           coordinating  center  including  office,   furniture,

                           computers   and  other  data   processing   equipment

                           necessary  at the study  center or at the study  test

                           sites.



2.2.3    Publication Expense Reimbursement

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