EXHIBIT 10.1


                                 August 10, 2005

Mr. Michael Wilhelm
11007 North Ridgeview Court
Fountain Hills, AZ  85268

Dear Michael:

         IR  BioSciences  Holdings,  Inc. (the  "Company") is pleased to confirm
your continued employment on the following terms:

         1.  Position.  You will  continue to serve in the full time position of
Chief  Executive  Officer  reporting to the  Company's  Board of Directors  (the
"Board").

         2. Cash Compensation.  The Company will pay to you a salary at the rate
of $275,000 per year,  payable in accordance with the Company's standard payroll
schedule.  The Company  shall  review  your annual base salary for any  possible
increase  at the end of the  first  year  from the  date  hereof  and  quarterly
thereafter.  This salary will be subject to adjustment pursuant to the Company's
employee compensation policies in effect from time to time but in any event your
annual  salary  shall be increased at least 10% per year at the end of each year
from the date  hereof.  In addition,  you will be eligible for target  incentive
bonuses as set forth below. The determinations of the Board with respect to your
bonus will be final and binding.  If the Company consummates a Transaction (Cash
Transaction  or Non-Cash  Transaction as those terms are defined below) with any
unaffiliated  third  party,  you  shall be paid the  following  fees and  issued
unregistered  shares of the Company's  common stock,  the number of shares to be
issued to be the product of the percentage of Transaction Value referenced below
divided by the closing bid price of the  Company's  common  stock on the trading
date  immediately  preceding  the  closing  of the  Transaction.  The  Cash  Fee
component of the award will be capped at a maximum amount equal to one times the
annual salary (1 X annual salary) of the Executive:

<TABLE>
<CAPTION>


Cash Transaction:(Transaction Includes at least $1 Million in Cash or Cash Equivalents)
---------------------------------------------------------------------------------------
<S>                                     <C>                                   <C>


Transaction Value                        Cash Fee                               Stock Issuance
-----------------                        --------                               --------------
$1 to $2,500,000                         5.00% of Transaction Value             5.00% of Transaction Value
$2,500,001 to $5,000,000                 4.00% of Transaction Value             4.00% of Transaction Value
$5,000,001 to $7,500,000                 3.00% of Transaction Value             3.00% of Transaction Value
$7,500,001 or Above                      2.50% of Transaction Value             2.50% of Transaction Value

</TABLE>
<TABLE>
<CAPTION>

Non-Cash Transaction:(Transaction Includes Less Than $1 Million in Cash or Cash Equivalents)
--------------------------------------------------------------------------------------------
<S>                                    <C>                                     <C>

Transaction Value                        Cash Fee                               Stock Issuance
-----------------                        --------                               --------------
$1 to $2,500,000                         0% of Transaction Value                10.00% of Transaction Value
$2,500,001 to $5,000,000                 0% of Transaction Value                8.00% of Transaction Value
$5,000,001 to $7,500,000                 0% of Transaction Value                6.00% of Transaction Value
$7,500,001 or Above                      0% of Transaction Value                5.00% of Transaction Value

</TABLE>

<PAGE>


For purposes of this Section 2, the following definitions shall apply:

"Transaction"  shall mean (i) an equity or debt financing  involving the Company
or any  subsidiary  thereof,  (ii) a direct  or  indirect  acquisition,  merger,
consolidation,  restructuring  or  any  similar  related  transaction  of all or
substantially  all of the  assets or stock of the  Company  or (iii) a  research
collaboration,  strategic partnership, research grant, license agreement, funded
research study or other similar transaction.

"Transaction  Value" shall mean the total proceeds and other  consideration paid
or to be paid by the  Company  and/or  its  shareholders  in  connection  with a
Transaction (which  consideration shall be deemed to include amounts in escrow),
including,  without  limitation:  (i) cash,  (ii)  notes,  securities  and other
property;  (iii)  liabilities,  including  all  debt,  pension  liabilities  and
guarantees,   assumed   refinanced  or  extinguished;   (iv)  payments  made  in
installments;  and (v)  contingent  payments  (whether  or not related to future
earnings or operations).  For purposes of computing any fees payable  hereunder,
non-cash   consideration  shall  be  valued  as  follows:  (x)  publicly  traded
securities  shall be valued at the average of their closing  prices (as reported
in The Wall Street  Journal) for the five trading days prior to the closing of a
Transaction and (y) any other non-cash consideration shall be valued at the fair
market value  thereof on the day prior to closing as determined in good faith by
the Company.

         3. Employee Benefits. As a regular employee of the Company, you will be
eligible  to  participate  in a number  of  Company-sponsored  benefits,  all in
accordance  with the  Company's  policies  as in effect  from  time to time.  In
accordance  with  the  Company's  generally  applicable  policies,  you  will be
reimbursed for all reasonable  travel and business  expenses  incurred by you in
connection with your employment duties.

         4. Stock Options.  You have previously been granted options covering an
aggregate  of  150,000  shares of the  Company's  Common  Stock  (the  "Previous
Grants").  Subject  to the  approval  of the  Board,  you  will  be  granted  an
additional  option to purchase  2,000,000 (two million)  shares of the Company's
Common Stock (the  "Option").  The exercise price per share will be equal to the
fair market  value per share on the date the Option is granted.  The Option will
be subject to the terms and conditions  applicable to options  granted under the
Company's  2003  Stock  Plan  (the  "Plan"),  as  described  in the Plan and the
applicable  Stock Option  Agreement.  You will vest in 25% of the Option  shares
after 12  months  of  continuous  service,  and the  balance  will vest in equal
monthly installments over the next 36 months of continuous service, as described
in the applicable Stock Option Agreement.

         5.  Indemnification.  To the fullest extent  permitted by the Company's
articles of  incorporation  and bylaws and the  Delaware  Corporation  Law,  the
Company  agrees to defend and  indemnify  you and hold you harmless  against any
liability  that you incur within the scope of your  employment  with the Company
under this letter agreement.

         6. Employment Relationship.  Your employment with the Company continues
to be for no specific  period of time.  Your  employment  with the Company  will
continue to be "at will,"  meaning that either you or the Company may  terminate

                                      -2-
<PAGE>

your employment at any time and for any reason, with or without cause.  Although
your job duties,  title,  compensation  and  benefits,  as well as the Company's
personnel  policies and procedures,  may change from time to time, the "at will"
nature of your  employment may only be changed in an express  written  agreement
signed by you and a member of the Board (other than you).

         7. Outside  Activities.  While you render services to the Company,  you
agree  that you will not  engage in any other  employment,  consulting  or other
business  activity,  other than those further to your involvement with Foresight
Capital  Corporation,  without the prior written  consent of the Company,  which
consent shall not be  unreasonably  withheld.  While you render  services to the
Company,  you also will not assist any  person or entity in  competing  with the
Company,  in preparing to compete with the Company or in hiring any employees or
consultants of the Company.

         8.  Withholding  Taxes.  All forms of compensation  referred to in this
letter agreement are subject to reduction to reflect applicable  withholding and
payroll taxes and other deductions required by law.

         9. Entire Agreement.  Except as set forth herein, this letter agreement
supersedes and replaces any prior agreements, representations or understandings,
whether  written,  oral or implied,  between you and the Company  including  the
Employment Agreement dated December 16, 2002.


We hope that you will find the above terms  acceptable.  You may  indicate  your
agreement with these terms by signing and dating the enclosed duplicate original
of this  letter  agreement  and  returning  it to me.  By  signing  this  letter
agreement, you reconfirm to the Company that you have no contractual commitments
or other legal  obligations  that would prohibit you from performing your duties
for the Company.

                                              Very truly yours,

                                              IR BIOSCIENCES HOLDINGS, INC.

                                              ----------------------------
                                              John Fermanis
                                              Chief Financial Officer



I have read and accept the above terms of employment:



Signature of Michael Wilhem



Dated:  _________________, 2005

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