**Exhibit
      10.21**




**INDEMNIFICATION
      AGREEMENT**





THIS
      INDEMNIFICATION AGREEMENT is made effective as of the day
      of  ,
      2007,
      by and between IR BioSciences Holdings, Inc., a Delaware corporation (the
      "Company") and   ("Indemnitee").





WHEREAS,
      it is essential to the Company to retain and attract as directors and executive
      officers the most capable persons available;





WHEREAS,
      Indemnitee has recently become, or continues to serve as a director of the
      Company;





WHEREAS,
      the Bylaws and the Certificate of Incorporation of the Company require the
      Company to indemnify its directors and officers to the fullest extent permitted
      by law and Indemnitee is serving as a director or executive officer of the
      Company, in part, in reliance on such Bylaws and Certificate of Incorporation;
      and





WHEREAS,
      in recognition of Indemnitee's need for substantial protection against personal
      liability, to maintain Indemnitee's continued service to the Company in an
      effective manner in reliance on the aforesaid Bylaws and Certificate of
      Incorporation, in part, to provide Indemnitee with specific contractual
      assurance that the protection promised by such Bylaws and Certificate of
      Incorporation will be available to Indemnitee (regardless of, among other
      things, any amendment to or revocation of such Bylaws and Certificate of
      Incorporation or any change in the composition of the Company's Board of
      Directors or any acquisition transaction relating to the Company), the Company
      desires to provide in this Agreement for the indemnification of and the advance
      of expenses to Indemnitee to the fullest extent (whether partial or complete)
      permitted by law, as set forth in this Agreement and, to the extent officers'
      and directors' liability insurance is maintained by the Company, to provide
      for
      continued coverage of Indemnitee under the Company's officers' and directors'
      liability insurance policies.





NOW,
      THEREFORE, in consideration of the covenants contained herein and of
      Indemnitee's continuing service to the Company directly, or at its request,
      other enterprises, and intending to be legally bound thereby, the parties hereto
      agree as follows:





**1.
      CERTAIN DEFINITIONS**





(a)
      Acquiring Person: shall mean any Person other than: (i) the Company; (ii) any
      of
      the Company's Subsidiaries; (iii) any employee benefit plan of the Company
      or of
      a Subsidiary of the Company or of a corporation owned directly or indirectly
      by
      the stockholders of the Company in substantially the same proportions as their
      ownership of stock of the Company; or (iv) any trustee or other fiduciary
      holding securities under an employee benefit plan of the Company or of a
      Subsidiary of the Company or of a corporation owned directly or indirectly
      by
      the stockholders of the Company in substantially the same proportions as their
      ownership of stock of the Company.





(b)
      Change in Control: shall be deemed to have occurred if: (i) any Acquiring Person
      is, or becomes the "beneficial owner" (as defined in Rule 13d-3 and 14d-1 under
      the Securities and Exchange Act of 1934, as amended (the "Exchange Act")),
      directly or indirectly, of securities of the Company representing 50% or more
      of
      the combined voting power or more of the then outstanding Voting Securities
      of
      the Company; or (ii) members of the Incumbent Board cease for any reason to
      constitute at least a majority of the Board of Directors of the Company; or
      (iii) any reverse merger in which the Company is the surviving entity but in
      which securities possessing more than fifty percent (50%) of the total combined
      voting power of the Company's outstanding securities are transferred to a person
      or persons different from those who held such securities immediately prior
      to
      such merger; or (iv) the stockholders of the Company approve a plan of complete
      liquidation of the Company or an agreement for the sale or disposition by the
      Company of all or substantially all of the Company's assets (or, if no such
      approval is required, the consummation of such a liquidation, sale, or
      disposition in one transaction or series of related transactions) other than
      a
      liquidation, sale, or disposition of all or substantially all of the Company's
      assets in one transaction or a series of related transactions to a corporation
      owned directly or indirectly by the stockholders of the Company in substantially
      the same proportions as their ownership of stock of the Company.










(c)
      Claim: any threatened, pending, or completed action, suit, proceeding or
      alternative dispute resolution mechanism (including, without limitation,
      securities laws actions, suits, and proceedings), or any inquiry, hearing or


investigation
      (including discovery), whether conducted by the Company or any other party,
      that
      Indemnitee in good faith believes might lead to the institution of any action,
      suit, proceeding or alternative dispute resolution mechanism whether civil,
      criminal, administrative, investigative, or other.





(d)
      Expenses: include attorneys' fees and all other costs, travel expenses, fees
      of
      experts, transcript costs, filing fees, witness fees, telephone charges,
      postage, delivery service fees, expenses and obligations of any nature
      whatsoever paid or incurred in connection with investigating, defending, being
      a
      witness in or participating in (including on appeal), or preparing to defend,
      be
      a witness in or participate in any Claim relating to any Indemnifiable Event.





(e)
      Incumbent Board: individuals, who, as of  _______________ , 2003 constitute
      the Board of Directors of the Company and any other individual who becomes
      a
      director of the Company after that date and whose election or appointment by
      the
      Board of Directors or nomination for election by the Company's stockholders
      was
      approved by a vote of at least a majority of the directors then comprising
      the
      Incumbent Board.





(f)
      Indemnifiable Event: any event or occurrence related to the fact that Indemnitee
      is or was a director, officer, employee, agent, or fiduciary of the Company,
      or
      is or was serving at the request of the Company as a director, officer,
      employee, trustee, agent, or fiduciary of another corporation, partnership,
      joint venture, employee benefit plan, trust, or other enterprise, or by reason
      of anything done or not done by Indemnitee in any such capacity. For purposes
      of
      this Agreement, the Company agrees that Indemnitee's service on behalf of or
      with respect to any Subsidiary of the Company shall be deemed to be at the
      request of the Company.





(g)
      Independent Legal Counsel: special, independent counsel selected by Indemnitee
      and approved by the Company (which approval shall not be unreasonably withheld),
      and who has not otherwise performed services for the Company or for Indemnitee
      within the last five years (other than as Independent Legal Counsel under this
      Agreement or similar agreements). Independent Legal Counsel shall not be any
      person who, under the applicable standards of professional conduct then
      prevailing, would have a conflict of interest in representing either the Company
      or Indemnitee in an action to determine Indemnitee's rights under this
      Agreement, nor shall Independent Legal Counsel be any person who has been
      sanctioned or censured for ethical violations of applicable standards of
      professional conduct.





(h)
      Person: any person or entity of any nature whatsoever, specifically including
      an
      individual, a firm, a company, a corporation, a partnership, a limited liability
      company, a trust, or other entity. A Person, together with that Person's
      Affiliates and Associates (as those terms are defined in Rule 12b-2 under the
      Exchange Act), and any Persons acting as a partnership, limited partnership,
      joint venture, association, syndicate, or other group (whether or not formally
      organized), or otherwise acting jointly or in concert or in a coordinated or
      consciously parallel manner (whether or not pursuant to any express agreement),
      for the purpose of acquiring, holding, voting, or disposing of securities of
      the
      Company with such Person, shall be deemed a single "Person."





(i)
      Potential Change in Control: shall be deemed to have occurred if (i) the Company
      enters into an agreement, the consummation of which would result in the
      occurrence of a Change in Control; (ii) any Person (including the Company)
      publicly announces an intention to take or to consider taking actions that,
      if
      consummated, would constitute a Change in Control; (iii) any Acquiring Person
      who is or becomes the beneficial owner, directly or indirectly, of securities
      of
      the Company representing 10% or more of the combined voting power of the then
      outstanding Voting Securities of the Company increases its beneficial ownership
      of such securities by 5% or more over the percentage so owned by that Person
      on
      the date of this Agreement; or (iv) the Board of Directors of the Company adopts
      a resolution to the effect that, for purposes of this Agreement, a Potential
      Change in Control has occurred.





(j)
      Reviewing Party: any appropriate person or body consisting of a member or
      members of the Company's Board of Directors or any other person or body
      appointed by the Board who is not a party to the particular Claim for which
      Indemnitee is seeking indemnification or Independent Legal Counsel.





(k)
      Subsidiary: with respect to any Person, any corporation or other entity of
      which
      a majority of the voting power of the voting equity securities or equity
      interest is owned, directly or indirectly, by that Person.





(l)
      Voting Securities: any securities that vote generally in the election of
      directors, in the admission of general partners, or in the selection of any
      other similar governing body.













**2.
      BASIC INDEMNIFICATION AND EXPENSE REIMBURSEMENT
      ARRANGEMENT**





(a)
      If
      Indemnitee was, is, or becomes a party to or witness or other participant in,
      or
      is threatened to be made a party to or witness or other participant in, a Claim
      by reason of (or arising in part out of) an Indemnifiable Event, the Company
      shall indemnify Indemnitee to the fullest extent permitted by law as soon as
      practicable but in any event no later than 30 days after written demand is
      presented to the Company, against any and all Expenses, judgments, fines,
      penalties, or amounts paid in settlement (including all interest, assessments,
      and other charges paid or payable in connection with or in respect of such
      Expenses, judgments, fines, penalties, or amounts paid in settlement) of or
      with
      respect to that Claim and any federal, state, local or foreign taxes imposed
      on
      the Indemnitee as a result of the actual or deemed receipt of any payments
      under
      this Agreement (including the creation of the trust referred to in Section
      4
      hereof). Notwithstanding anything in this Agreement to the contrary and except
      as provided in Section 5, prior to a Change in Control, Indemnitee shall not
      be
      entitled to indemnification pursuant to this Agreement in connection with any
      Claim initiated by Indemnitee against the Company or any director or officer
      of
      the Company unless the Company has joined in or consented to the initiation
      of
      such Claim. Notwithstanding the foregoing, the obligations of the Company under
      Section 2(a) shall be subject to the condition that the Reviewing Party shall
      not have determined (in a written opinion, in any case in which Independent
      Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee
      would
      not be permitted to be indemnified under applicable law. Nothing contained
      in
      this Agreement shall require any determination under this Section 2(a) to be
      made by the Reviewing Party prior to the disposition or conclusion of the Claim
      against the Indemnitee; provided, however, that Expense Advances shall continue
      to be made by the Company pursuant to and to the extent required by the
      provisions of Section 2(b).





(b)
      If so
      requested by Indemnitee, the Company shall pay any and all Expenses incurred
      by
      Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses
      incurred by Indemnitee and previously paid by Indemnitee) within five business
      days after such request (an "Expense Advance"). The Company shall be obligated
      to make or pay an Expense Advance in advance of the final disposition or
      conclusion of any Claim. In connection with any request for an Expense Advance,
      if requested by the Company, Indemnitee or Indemnitee's counsel shall submit
      an
      affidavit stating that the Expenses incurred were reasonable. Any dispute as
      to
      the reasonableness of any Expense shall not delay an Expense Advance by the
      Company, and the Company agrees that any such dispute shall be resolved only
      upon the disposition or conclusion of the underlying Claim against the
      Indemnitee. If, when, and to the extent that the Reviewing Party determines
      that
      Indemnitee would not be permitted to be indemnified with respect to a Claim
      under applicable law, the Company shall be entitled to be reimbursed by
      Indemnitee and Indemnitee hereby agrees to reimburse the Company without
      interest (which agreement shall be an unsecured obligation of Indemnitee) for
      all related Expense Advances theretofore made or paid by the Company; provided,
      however, that if Indemnitee has commenced legal proceedings in a court of
      competent jurisdiction to secure a determination that Indemnitee should be
      indemnified under applicable law, any determination made by the Reviewing Party
      that Indemnitee would not be permitted to be indemnified under applicable law
      shall not be binding and Indemnitee shall not be required to reimburse the
      Company for any Expense Advance, and the Company shall be obligated to continue
      to make Expense Advances, until a final judicial determination is made with
      respect thereto (as to which all rights of appeal therefrom have been exhausted
      or lapsed). If there has not been a Change in Control, the Reviewing Party
      shall
      be selected by the Board of Directors of the Company. If there has been a Change
      in Control, the Reviewing Party shall be advised by or shall be the Independent
      Legal Counsel referred to in Section 3 hereof, if and as Indemnitee so requests.
      If there has not been any determination by the Reviewing Party or if the
      Reviewing Party determines that Indemnitee substantively would not be permitted
      to be indemnified in whole or in part under applicable law, Indemnitee shall
      have the right to commence litigation in any court of the States of California
      or Delaware having subject matter jurisdiction thereof and in which venue is
      proper seeking an initial determination by the court or challenging any such
      determination by the Reviewing Party or any aspect thereof, and the Company
      hereby consents to service of process and to appear in any such proceeding.
      Any
      determination by the Reviewing Party otherwise shall be conclusive and binding
      on the Company and Indemnitee.










**3.
      CHANGE IN CONTROL**





The
      Company agrees that, if there is a Change in Control and if Indemnitee requests
      in writing that Independent Legal Counsel advise the Reviewing Party or be
      the
      Reviewing Party, then the Company shall not deny any indemnification payments
      (and Expense Advances shall continue to be paid by the Company pursuant to
      Section 2(b)) that Indemnitee requests or demands under this Agreement or any
      other agreement or law now or hereafter in effect relating to Claims for
      Indemnifiable Events. The Company further agrees not to request or seek
      reimbursement from Indemnitee of any related Expense Advances unless, with
      respect to a denied indemnification payment, Independent Legal Counsel has
      rendered its written opinion to the Company and Indemnitee that the Company
      would not be permitted under applicable law to pay Indemnitee such
      indemnification payment. The Company agrees to pay the reasonable fees of
      Independent Legal Counsel referred to in this Section 3 and to indemnify fully
      Independent Legal Counsel against any and all expenses (including attorneys'
      fees), claims, liabilities, and damages arising out of or relating to this
      Agreement or Independent Legal Counsel's engagement pursuant hereto.





**4.
      ESTABLISHMENT OF TRUST**





In
      the
      event of a Potential Change in Control, the Company shall, upon written request
      by Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and
      from time to time upon written request of Indemnitee the Company shall fund
      the
      Trust in an amount sufficient to satisfy any and all Expenses reasonably
      anticipated at the time of each such request to be incurred in connection with
      investigating, preparing for, and defending any Claim relating to an
      Indemnifiable Event, and any and all judgments, fines, penalties, and settlement
      amounts of any and all Claims relating to an Indemnifiable Event from time
      to
      time actually paid or claimed, reasonably anticipated, or proposed to be paid.
      The amount or amounts to be deposited in the Trust pursuant to the foregoing
      funding obligation shall be determined by the Reviewing Party, in any situation
      in which Independent Legal Counsel referred to in Section 3 is involved. The
      terms of the Trust shall provide that, upon a Change in Control, (i) the Trust
      shall not be revoked or the principal thereof invaded, without the written
      consent of Indemnitee; (ii) the trustee of the Trust shall advance, within
      five
      business days of a request by Indemnitee, any and all Expenses to Indemnitee
      (and Indemnitee hereby agrees to reimburse the Trust under the circumstances
      in
      which Indemnitee would be required to reimburse the Company for Expense Advances
      under Section 2(b) of this Agreement); (iii) the Trust shall continue to be
      funded by the Company in accordance with the funding obligation set forth above;
      (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts
      for
      which Indemnitee shall be entitled to indemnification pursuant to this Agreement
      or otherwise; and (v) all unexpended funds in that Trust shall revert to the
      Company upon a final determination by the Reviewing Party or a court of
      competent jurisdiction, as the case may be, that Indemnitee has been fully
      indemnified under the terms of this Agreement. The trustee of the Trust shall
      be
      chosen by Indemnitee. Nothing in this Section 4 shall relieve the Company of
      any
      of its obligations under this Agreement. All income earned on the assets held
      in
      the trust shall be reported as income by the Company for federal, state, local
      and foreign tax purposes.





**5.
      INDEMNIFICATION FOR ADDITIONAL EXPENSES**





The
      Company shall indemnify Indemnitee against any and all costs and expenses
      (including attorneys' and expert witnesses' fees) and, if requested by
      Indemnitee, shall (within five business days of that request) advance those
      costs and expenses to Indemnitee, that are incurred by Indemnitee in connection
      with any claim asserted against or action brought by Indemnitee for (i)
      indemnification or advance payment of Expenses by the Company under this
      Agreement or any other agreement or provision of the Company's Certificate
      of
      Incorporation or Bylaws now or hereafter in effect relating to Claims for
      Indemnifiable Events and/or (ii) recovery under any directors' and officers'
      liability insurance policies maintained by the Company, regardless of whether
      Indemnitee ultimately is determined to be entitled to that indemnification,
      advance expense payment, or insurance recovery, as the case may be.





**6.
      PARTIAL INDEMNITY**





If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of the Expenses, judgments, fines,
      penalties, and amounts paid in settlement of a Claim but not, however, for
      all
      of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
      for the portion thereof to which Indemnitee is entitled. Moreover,
      notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee has been successful on the merits or otherwise in defense of any
      or
      all Claims relating in whole or in part to an Indemnifiable Event or in defense
      of any issue or matter therein, including dismissal without prejudice,
      Indemnitee shall be indemnified against all Expenses incurred in connection
      therewith.





**7.
      CONTRIBUTION**





(a)
      Contribution Payment: To the extent the indemnification provided for under
      any
      provision of this Agreement is determined (in the manner hereinabove provided)
      not to be permitted under applicable law, then if Indemnitee was, is, or becomes
      a party to or witness other participant in, or is threatened to be made a party
      to or witness or other participant in, a Claim by reason of (or arising in
      part
      out of) an Indemnifiable Event, the Company, in lieu of indemnifying Indemnitee,
      shall contribute to the amount of any and all Expenses, judgments, fines, or
      penalties assessed against or incurred or paid by Indemnitee on account of
      that
      Claim and any and all amounts paid in settlement of that Claim (including all
      interest, assessments, and other charges paid or payable in connection with
      or
      in respect of such Expenses, judgments, fines, penalties, or amounts paid in
      settlement) for which such indemnification is not permitted ("Contribution
      Amounts"), in such proportion as is appropriate to reflect the relative fault
      with respect to the Indemnifiable Event giving rise to the Contribution Amounts
      of Indemnitee, on the one hand, and of the Company and any and all other parties
      (including officers and directors of the Company other than Indemnitee) who
      may
      be at fault with respect to such Indemnifiable Event (collectively, including
      the Company, the "Third Parties") on the other hand.





(b)
      Relative Fault: The relative fault of the Third Parties and the Indemnitee
      shall
      be determined (i) by reference to the relative fault of Indemnitee as determined
      by the court or other governmental agency assessing the Contribution Amount,
      or
      (ii) to the extent such court or other governmental agency does not apportion
      relative fault, by the Reviewing Party (which shall include Independent Legal
      Counsel) after giving effect to, among other things, the relative intent,
      knowledge, access to information, and opportunity to prevent or correct the
      applicable Indemnifiable Event and other relevant equitable considerations
      of
      each party. The Company and Indemnitee agree that it would not be just and
      equitable if contribution pursuant to this Section 7 were determined by pro
      rata
      allocation or by any other method of allocation which does take account of
      the
      equitable considerations referred to in this Section 7(b).













**8.
      BURDEN OF PROOF**





It
      shall
      be a defense to any action brought by the Indemnitee against the Company to
      enforce this Agreement (other than an action brought to enforce a claim for
      expenses incurred in defending a Claim in advance of its final disposition
      where
      the required undertaking has been tendered by the Company) that the Indemnitee
      has not met the standards of conduct that make it permissible under the Delaware
      General Corporation Law for the Company to indemnify the Indemnitee for the
      amount claimed. In connection with any determination by the Reviewing Party
      or
      otherwise as to whether Indemnitee is entitled to be indemnified under any
      provision of this Agreement or to receive contribution pursuant to Section
      7 of
      this Agreement, the burden of proof shall be on the Company to establish that
      Indemnitee is not so entitled.





**9.
      NO PRESUMPTION**





For
      purposes of this Agreement, the termination of any claim, action, suit, or
      proceeding, by judgment, order, settlement (whether with or without court
      approval), or conviction, or upon a plea of nolo contendere, or its equivalent,
      shall not create a presumption that Indemnitee did not meet any particular
      standard of conduct or have any particular belief or that a court has determined
      that indemnification is not permitted by applicable law.





**10.
      NON-EXCLUSIVITY**





The
      rights of Indemnitee hereunder shall be in addition to any other rights
      Indemnitee may have under the Company's Certificate of Incorporation or Bylaws,
      the Delaware General Corporation Law or otherwise. To the extent that a change
      in the Delaware General Corporation Law (whether by statute or judicial
      decision) permits greater indemnification by agreement than would be afforded
      currently under the Company's Certificate of Incorporation or Bylaws and this
      Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy
      by
      this Agreement the greater benefits so afforded by that change.





**11.
      NO CONSTRUCTION AS EMPLOYMENT AGREEMENT**





Nothing
      contained herein shall be construed as giving Indemnitee any right to be
      retained in the employ of the Company of any of its Subsidiaries.





**12.
      LIABILITY INSURANCE**





Except
      as
      otherwise agreed to by the Company and Indemnitee in a written agreement, to
      the
      extent the Company maintains an insurance policy or policies providing
      directors' and officers' liability insurance, Indemnitee shall be covered by
      that policy or those policies, in accordance with its or their terms, to the
      maximum extent of the coverage available for any Company director or officer.





**13.**  **PERIOD
      OF LIMITATIONS**





No
      legal
      action shall be brought and no cause of action shall be asserted by or on behalf
      of the Company or any affiliate of the Company against Indemnitee or
      Indemnitee's spouse, heirs, executors, or personal or legal representatives
      after the expiration of three years from the date of accrual of that cause
      of
      action, and any claim or cause of action of the Company or its affiliate shall
      be extinguished and deemed released unless asserted by the timely filing of
      a
      legal action within that three-year period; provided, however, that, if any
      shorter period of limitations is otherwise applicable to any such cause of
      action, the shorter period shall govern.





**14.
      AMENDMENTS**





No
      supplement, modification, or amendment of this Agreement shall be binding unless
      executed in writing by both of the parties hereto. No waiver of any of the
      provisions of this Agreement shall be deemed or shall constitute a waiver of
      any
      other provisions hereof (whether or not similar) nor shall that waiver
      constitute a continuing waiver.





**15.
      SUBROGATION**





In
      the
      event of payment under this Agreement, the Company shall be subrogated to the
      extent of that payment to all of the rights of recovery of Indemnitee, who
      shall
      execute all papers required and shall do everything that may be necessary to
      secure those rights, including the execution of the documents necessary to
      enable the Company effectively to bring suit to enforce those rights.










**16.
      NO DUPLICATION OF PAYMENTS**





The
      Company shall not be liable under this Agreement to make any payment in
      connection with any claim made against Indemnitee to the extent Indemnitee
      has
      otherwise actually received payment (under any insurance policy, provision
      of
      the Company's charter or Bylaws or otherwise) of the amounts otherwise
      indemnifiable hereunder.





**17.
      BINDING EFFECT; MERGER**





This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto and their respective successors, assigns (including any
      direct or indirect successor by purchase, merger, consolidation, or otherwise
      to
      all or substantially all of the business or assets of the Company), spouses,
      heirs, and personal and legal representatives. The Company shall require and
      cause any successor (whether direct or indirect by purchase, merger,
      consolidation or otherwise) to all, substantially all, or by written agreement
      in form and substance satisfactory to Indemnitee, expressly to assume and agree
      to perform this Agreement in the same manner and to the same extent that the
      Company would be required to perform if no such succession had taken place.
      This
      Agreement shall continue in effect regardless of whether Indemnitee continues
      to
      serve as an officer or director of the Company or another enterprise at the
      Company's request.





**18.**  **SEVERABILITY**





If
      any
      provision of this Agreement is held to be illegal, invalid, or unenforceable
      under present or future laws effective during the term hereof, that provision
      shall be fully severable; this Agreement shall be construed and enforced as
      if
      that illegal, invalid, or unenforceable provision had never comprised a part
      hereof; and the remaining provisions shall remain in full force and effect
      and
      shall not be affected by the illegal, invalid, or unenforceable provision or
      by
      its severance from this Agreement. Furthermore, in lieu of that illegal,
      invalid, or unenforceable provision, there shall be added automatically as
      a
      part of this Agreement a provision as similar in terms to the illegal, invalid,
      or unenforceable provision as may be possible and be legal, valid, and
      enforceable.





**19.
      GOVERNING LAW**





This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Delaware applicable to contracts made and to be performed
      in that state without giving effect to the principles of conflicts of laws
      or
      choice of laws.





**20.
      CONSTRUCTION**





The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement. Pronouns
      shall be construed to include the masculine, feminine, neuter, singular and
      plural as the context requires.





**21.
      NOTICES**





Whenever
      this Agreement requires or permits notice to be given by one party to the other,
      such notice must be in writing to be effective and shall be deemed delivered
      and
      received by the party to whom it is sent upon actual receipt (by any means)
      of
      such notice. Receipt of a notice by any officer of the Company shall be deemed
      receipt of such notice by the Company.





**22.
      COUNTERPARTS**





This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but in making proof hereof it shall not be necessary to
      produce or account for more than one such counterpart.








IN
      WITNESS WHEREOF, the undersigned has executed this agreement as of the
      date
      first written above.




**IR
              BIOSCIENCES HOLDINGS, INC.**a Delaware corporationBy:
            /s/Michael WilhelmChief
              Executive Officer and President  **INDEMNITEE:**By:
            /s/Title