THE IMMUNE RESPONSE CORPORATION 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.191

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “CONVERSION SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS NOTE OR CONVERSION SHARES OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE IMMUNE RESPONSE CORPORATION

8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

          THE IMMUNE RESPONSE CORPORATION, a Delaware corporation (the “ Company ”), for value received, hereby promises to pay to the order of Qubit Holdings, LLC (the “ Holder ”), on January 1, 2008 (the “ Maturity Date”) , the principal sum of Two Hundred Fifty Thousand Dollars (US $250,000), together with interest at the rate of Eight Percent (8%) per annum (calculated daily on the basis of a 360-day year and actual calendar days elapsed) from the date hereof until the entire principal and accrued interest thereon shall become paid or otherwise satisfied, subject to earlier conversion as set forth below.

          The obligations of the Company under this Note are secured by the grant of a security interest in all of the assets of the Company pursuant to the terms of a certain Security Agreement dated as of February 9, 2006 (the “ Security Agreement ”), by the Company in favor of Hudson Asset Partners, LLC, a Delaware limited liability company (the “ Agent ”), as agent of the initial Holder of this Note and the holders of Bridge Notes (as defined below). Such security interest shall rank pari passu with the security interests in the Company’s assets granted by the Company in favor of Cheshire Associates LLC (“ Cheshire ”), in connection with its certain mortgage note issued by the Company in April 2005 in the original principal amount of $5,740,928 (the “ Cheshire Note ”), Cornell Capital Partners, L.P. (“ Cornell ” and, collectively with Cheshire, the “ Existing Secured Parties ”), in connection with its certain debenture issued by the Company in August 2005 in the original principal amount of $1,000,000 (the “ Cornell Debenture ”) and certain senior secured promissory notes up to an aggregate principal amount of $5,000,000 to be offered by the Company (the “ Offering ”), after the date hereof, in a private placement of such notes (the “ Bridge Notes ”) pursuant to the terms of an Intercreditor Agreement dated as of February 9, 2006 (the “ Intercreditor Agreement ”) by and among the Company and the Existing Secured Parties in favor of the Agent, as agent of the initial Holder of this Note and the holders of Bridge Notes, who shall become a party to the Intercreditor Agreement upon the first closing of the Offering.

          All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company, and, in absence of any designation, shall be paid to the Holder at its address set forth in the Holder’s

Subscription Agreement and shall be credited first to the accrued interest then due and payable and the remainder applied to principal. If any payment hereunder falls due on a Saturday, Sunday or legal holiday, it shall be payable on the next succeeding business day and such additional time shall be included in the computation of interest.

     1.  Interest . Interest shall accrue on the principal amount from the date of issuance and be paid on the Maturity Date, subject to earlier conversion as set forth herein.

     2.  Conversion .

          2.1 Optional Conversion. The Holder may convert the entire unpaid principal amount of this Note and any accrued interest thereon into Common Stock at any time in whole or from time to time in part commencing on the date on which the Company files with the Secretary of State of the State of Delaware an amendment to its certificate of incorporation increasing its authorized shares of Common Stock to an amount sufficient to allow for conversion of this Note and terminating at 5:00 PM, New York Time, on the Maturity Date (the “ Conversion Period ”).

          2.2 Mandatory Conversion . The entire unpaid principal amount of this Note and any accrued interest thereon shall be convertible, at the option of the Company (“ Company Mandated Conversion ”), into Common Stock at any time on or after (i) the later of (x) the date that is six months after the date hereof or (y) the date on which a registration statement filed with the Securities and Exchange Commission (the “ SEC ”) registering (either for initial issuance or for resale) the shares of Common Stock underlying this Note shall have been declared effective by the SEC and (ii) a Certificate of Amendment to the Company’s Certificate of Incorporation has been filed with the Delaware Secretary of State, increasing the authorized number of shares of Common Stock to a number sufficient to permit the reservation of all shares of Common Stock into which all the Notes are convertible; provided, however, that such conversion shall only be permitted if (A) the closing price of the Common Stock on the principal exchange or market on which it is then traded has equaled or exceeded $0.10 per share for the 10 of 15 consecutive trading days immediately preceding the date of the proposed Company Mandatory Conversion and (ii) the trading volume of the Common Stock during such period has equaled or exceeded two (2%) percent of the public float for 10 of the same 15 consecutive trading days in which such closing price of the Common Stock equaled or exceeded $0.10 per share. If such election is made, the Company shall provide written notice of the Company Mandated Conversion to the Holder within five (5) business days of such determination (“ Company Mandated Conversion Notice ”) by mailing, by first class mail, postage prepaid, a copy of such notice to the Holder.

          2.3 Conversion Price. The conversion price (the “ Conversion Price ”) shall initially be Two Cents ($.02) per share of Common Stock.

          2.4 Method of Conversion . The Holder, at its option, may exercise its conversion right in whole or in part at any time during the Conversion Period by completing and executing the Notice of Conversion attached to this Note as Attachment I. The Notice of Conversion, together with this Note, must be received by the Company on or prior to the termination of the Conversion Period. To the extent that this Note is converted in part, the Company shall execute and deliver to the Holder a new note identical to this Note except that the principal amount of the new note shall be equal to the portion of the unpaid principal amount of this Note not converted. In lieu of issuing a fractional share upon conversion, the Holder will receive the next highest whole number of shares. The Company shall, or instruct its transfer agent to, issue and deliver certificates for the shares of

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Common Stock issuable upon conversion within three (3) business days after receipt of the Notice of Conversion. Delivery by the Company of a Company Mandated Conversion Notice in the case of a Company Mandated Conversion, when all conditions have been satisfied, shall have the same effect as cancellation of the original Note.

          2.5 Anti-dilution .

          (a) Change in Capitalization . In case of any stock split (forward or reverse), stock dividend or similar transaction prior to the date of a conversion (the “ Conversion Date ”) which increases or decreases the number of outstanding shares of Common Stock, appropriate adjustment shall be made by the Board of Directors of the Company to the applicable Conversion Price.

          (b) Reclassification . In case of any reclassification, capital reorganization or change of the outstanding Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend covered by Section 2.5(a)), at any time prior to the Conversion Date, then, as a condition of such reclassification, reorganization or change, a lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder shall have the right to receive upon conversion (instead of the original number and type of conversion securities, into which, in fact, this Note would then no longer be convertible) the kind and amount of shares of Common Stock and other securities (the “ Conversion Shares ”) and property receivable upon such reclassification, reorganization or change, and a change in the Conversion Price, if necessary, that a holder of Common Stock owning the number of shares of Common Stock which might have been purchased by the Holder immediately prior to such reclassification, reorganization or change would be entitled to. In any such case appropriate provisions shall be made in order to respect the rights and interests of the Holder under this Note.

          (c) Consolidation, Merger and Sale of Assets . In the event of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, whereby (i) the surviving entity is a publicly traded company, and (ii) the consideration to be received by the holders of the Common Stock includes publicly traded equity securities in the surviving entity or parent corporation, the Company agrees that a condition of such transaction will be that the successor or purchasing corporation, as the case may be, shall assume the obligations of the Company hereunder in writing. In the case of any such consolidation, merger or sale or conveyance, the Holder shall have the right, until the payment of the entire principal amount of the Notes and any accrued interest thereon (subject to the right of the Holder to convert), upon conversion at the applicable Conversion Price in effect immediately prior to such action, to receive (instead of the original number and type of conversion securities, into which, in fact, this Note would no longer be convertible) the kind and amount of shares and other securities and/or property which he would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had this Note been converted immediately prior to such action, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2. The provisions of this Section 2.5(c) shall similarly apply to successive consolidations, mergers, sales or conveyances.

          (d) Non-Public Successor . In the event of any consolidation of the Company with or a merger of the Company into another corporation or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, whereby

(i) the surviving entity is a non-publicly traded company, or (ii) the consideration to be received by the Common Stock holders does not include any publicly traded equity securities in the surviving entity or its parent corporation, the Company agrees that a condition of such transaction will be that the Company shall mail to the Holder at the earliest applicable time (and, in any event not less than ten (10) days before any record date for determining the persons entitled to receive the consideration payable in such transaction) written notice of such record date. Such notice shall also set forth facts as shall indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the applicable Conversion Price of and the kind and amount of Conversion Shares and other securities and property deliverable upon conversion of this Note. Upon the closing of the transaction referenced in the foregoing notice, the right of conversion of this Note, shall terminate.

          (e) Exchanges and Distributions With Respect to Common Stock . If the Company shall exchange for its Common Stock or distribute with respect to its Common Stock other securities issued by it, the Company shall give notice thereof to the Holder, and the Holder shall have the right thereafter to convert the Note for (instead of the original number and type of conversion securities, into which, in fact, this Note would no longer be convertible) the kind and amount of shares of stock and other securities retained or received by a holder of the number of shares of Common Stock into which the Note might have been converted immediately prior to such exchange or distribution, subject to adjustment as provided hereinabove.

          (f) Officer’s Certificate . Whenever the applicable Conversion Price or the number or type of Conversion Shares is adjusted, the Company shall promptly mail to the Holder a notice of adjustment. The notice of adjustment shall include a brief statement of the facts requiring the adjustment and the manner of computing it, and shall be certified by the chief financial officer of the Company. The determination of the adjustment shall be made by the Company in its sole discretion and shall be final and binding upon the Holder.

          2.6 Taxes on Conversion . If the Holder converts the Note as described hereunder, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the shares are issued in a name other than the Holder’s name.

     3.  Seniority .

          3.1 Ranking . The Holder’s security interest in the collateral securing the indebtedness evidenced by this Note and the payment of the principal thereof shall be Senior (as hereinafter defined) to, and have priority in right of payment over, all other security interests in such collateral securing other indebtedness of the Company, now outstanding or hereinafter incurred, except the Bridge Notes, the Cheshire Note and the Cornell Debenture. Pursuant to the Intercreditor Agreement, the right to receive payment on this Note shall rank equally with the Bridge Notes, the Cheshire Note and the Cornell Debenture. “Senior,” as used herein, shall be deemed to mean that, in the event of any default in the payment of the obligations represented by this Note (after giving effect to “cure” provisions, if any) or of any liquidation, insolvency, bankruptcy, reorganization, or similar proceedings relating to the Company, all sums payable on this Note, the Bridge Notes, the Cheshire Note and the Cornell Debenture from such collateral will first be paid, with interest, if any, before any payment from such collateral is made upon any other indebtedness, now outstanding or hereinafter incurred, and, in any such event, any payment or distribution of any character from such collateral which