0001299933-05-004899 Sample Contracts

ANTIDILUTION AMENDMENT/WAIVER RE SHARES EXCHANGE AGREEMENT
Shares Exchange Agreement • September 26th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances)

Cornell Capital Partners, LP (“Cornell Capital”) hereby grants the following limited, one-time antidilution amendment/waiver to The Immune Response Corporation, a Delaware corporation (the “Company”), as of September 21, 2005.

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SHARES EXCHANGE AGREEMENT
Shares Exchange Agreement • September 26th, 2005 • Immune Response Corp • Biological products, (no disgnostic substances) • New York

This Shares Exchange Agreement (this “Agreement”) is entered into between The Immune Response Corporation, a Delaware corporation (the “Company”), and Cheshire Associates LLC, a Delaware limited liability company (“Cheshire”), as of September 21, 2005 (the “Effective Date”).

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