Exhibit 4.1

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN
MAY BE  OFFERED,  SOLD,  TRANSFERRED,  PLEDGED OR  OTHERWISE  DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT OR SUCH LAWS OR
AN  EXEMPTION  FROM  REGISTRATION  UNDER  SUCH ACT AND SUCH LAWS  WHICH,  IN THE
OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE.

             Void after 5:00 P.M. New York City time on the last day
                of the Exercise Period, as defined in the Warrant

                          COMMON STOCK PURCHASE WARRANT
                                       OF
                          IR BIOSCIENCES HOLDINGS, INC.

      This is to  certify  that,  FOR VALUE  RECEIVED,  ________________________
("Holder"), is entitled to purchase,  subject to the provisions of this Warrant,
from IR BioSciences Holdings,  Inc., a Delaware corporation (the "COMPANY"),  at
an exercise  price per share of $.50,  subject to adjustment as provided in this
Warrant (the "WARRANT EXERCISE PRICE"),  __________________ (___________) shares
of common  stock,  par value $0.001 per share  ("COMMON  STOCK").  The shares of
Common Stock deliverable upon such exercise,  and as adjusted from time to time,
are hereinafter sometimes referred to as "WARRANT SHARES."

      1.  ISSUANCE OF WARRANT.  This  Warrant is being  issued  pursuant to that
certain  Subscription   Agreement  between  the  Company  and  the  Holder  (the
"SUBSCRIPTION  AGREEMENT").  Capitalized  terms used  herein  and not  otherwise
defined shall have the meanings ascribed thereto in the Subscription  Agreement.
In addition, the following terms have the meanings set forth below:

         "CLOSING  PRICE" means,  as of any date, the last trading price for the
Common  Stock as reported by the NASD OTC  Bulletin  Board,  or other  principal
exchange or  electronic  trading  system on which the shares of Common Stock are
quoted or traded.

         "COMMON STOCK PURCHASE PRICE," shall mean a price equal to the lower of
75% of the 5-day  average of the closing bid price of the shares of Common Stock
on the OTC Bulletin  Board prior to the initial  closing of the  Placement  (the
"INITIAL  CLOSING") or any subsequent  closing of the Placement as  contemplated
hereby  (each,  a "SUBSEQUENT  CLOSING" and together  with the Initial  Closing,
each, a "CLOSING" and collectively,  the "CLOSINGS"), with a floor on the Common
Stock  Purchase Price equal to $0.16) and a ceiling on the Common Stock Purchase
Price equal to $0.30),  as adjusted to reflect forward and reverse stock splits.
If one or more Subsequent  Closings occurs, the Common Stock Purchase Price, for
purposes of such Subsequent Closing, shall be no greater than the lesser of: (i)
lowest Common Stock Purchase  Price  determined at any prior Closing or (ii) the
Common Stock Purchase Price determined for such Subsequent Closing.

<PAGE>

         "CONVERTIBLE  SECURITIES" shall mean evidences of indebtedness,  shares
of stock or other securities,  which are convertible into or exchangeable,  with
or without payment of additional  consideration in cash or property,  for shares
of Common Stock,  either  immediately or upon the occurrence of a specified date
or a specified event.

         "EXERCISE  PERIOD" shall mean the period  commencing on the date hereof
and ending at timeHour17Minute05 p.m., Eastern Time on ___________, 2011.

         "PERMITTED  ISSUANCES" shall mean (i) Common Stock issued pursuant to a
stock split or  subdivision,  (ii) Common Stock issuable or issued to employees,
consultants or directors of the Company  directly or pursuant to a stock plan or
other compensation arrangement approved by the Board of Directors of the Company
at the then fair market value, (iii) capital stock, debt instruments convertible
into capital  stock or warrants or options to purchase  capital  stock issued in
connection  with  bona  fide  acquisitions,   mergers,  technology  licenses  or
purchases,   corporate   partnering   agreements,   joint  ventures  or  similar
transactions,  the terms of which are  approved by the Board of Directors of the
Company,  and (iv)  Common  Stock  issued or  issuable  upon  conversion  of the
Warrants or any other securities exercisable or exchangeable for, or convertible
into shares of Common Stock outstanding as of September 6, 2006.

         "PLACEMENT"  means  the  private  placement  by  the  Company  of up to
$7,500,000 worth of Units consisting of shares of the Company's Common Stock and
Warrants, including this Warrant.

      2. EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in part
at any  time or from  time to time  from the date  hereof  until  the end of the
Exercise  Period by  presentation  and  surrender  hereof to the  Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Purchase  Form annexed  hereto duly executed and  accompanied  by payment of the
Warrant  Exercise  Price for the number of shares of Common  Stock  specified in
such form. If this Warrant  should be exercised in part only, the Company shall,
upon  surrender  of this  Warrant  for  cancellation,  execute and deliver a new
Warrant  evidencing  the rights of the Holder  hereof to purchase the balance of
the shares of Common Stock purchasable hereunder. Upon receipt by the Company of
this Warrant at its office, or by the stock transfer agent of the Company at its
office, in proper form for exercise, the Holder shall be deemed to be the holder
of  record  of  the  shares  of  Common  Stock   issuable  upon  such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such shares of Common Stock shall not
then be actually  delivered  to the Holder.  As soon as  practicable  after each
exercise of this Warrant, in whole or in part, and in any event within seven (7)
days thereafter,  the Company at its expense (including the payment by it of any
applicable  issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof or,  subject to Section 6 hereof,  as the Holder (upon payment
by the Holder of any  applicable  transfer  taxes) may direct a  certificate  or
certificates  (with  appropriate  restrictive  legends,  as applicable)  for the
number of duly authorized,  validly issued, fully paid and non-assessable shares
of Common Stock to which the Holder shall be entitled  upon  exercise  plus,  in
lieu of any  fractional  share to which the Holder would  otherwise be entitled,
all issuances of Common Stock shall be rounded up to the nearest whole share.

<PAGE>

         3. RESERVATION OF  SHARES/FRACTIONAL  SHARES. The Company hereby agrees
that at all times there shall be reserved  for  issuance  and/or  delivery  upon
exercise  of this  Warrant  such  number of  shares of Common  Stock as shall be
required for issuance and delivery upon exercise of this Warrant.  No fractional
shares  or  script  representing  fractional  shares  shall be  issued  upon the
exercise of this  Warrant.  Instead,  the  Company  will round up to the nearest
whole share.

         4. EXCHANGE,  TRANSFER,  ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and   surrender   hereof  to  the  Company  for  other   Warrants  of  different
denominations entitling the holder thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable  hereunder.  Upon surrender of this
Warrant to the  Company or at the office of its stock  transfer  agent,  if any,
with the Assignment  Form annexed  hereto duly executed and funds  sufficient to
pay any transfer tax, the Company shall,  without charge,  execute and deliver a
new Warrant in the name of the assignee  named in such  instrument of assignment
and this  Warrant  shall  promptly be  canceled.  This Warrant may be divided or
combined  with other  Warrants  which carry the same  rights  upon  presentation
hereof  at the  office of the  Company  or at the  office of its stock  transfer
agent,  if  any,  together  with a  written  notice  specifying  the  names  and
denominations  in which new  Warrants  are to be issued and signed by the Holder
hereof.  The term "Warrant" as used herein includes any Warrants into which this
Warrant  may be divided or  exchanged.  Upon  receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and  (in  the  case of  loss,  theft  or  destruction)  of  reasonably
satisfactory  indemnification,  and  upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  will execute and deliver a new Warrant of
like tenor.  Any such new Warrant  executed and  delivered  shall  constitute an
additional  contractual  obligation  on the part of the Company,  whether or not
this  Warrant so lost,  stolen,  destroyed,  or  mutilated  shall be at any time
enforceable by anyone.

         5.  RIGHTS AND  OBLIGATIONS  OF THE  HOLDER.  The Holder  shall not, by
virtue of this  Warrant,  be  entitled  to any  rights of a  stockholder  in the
Company,  either at law or equity,  and the rights of the Holder are  limited to
those  expressed  in the  Warrant  and are not  enforceable  against the Company
except to the extent set forth herein. In addition,  no provision hereof, in the
absence of affirmative  action by Holder to purchase shares of Common Stock, and
no enumeration  herein of the rights or privileges of Holder hereof,  shall give
rise to any liability of such Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

         6.  ANTI-DILUTION  PROVISIONS.  The Warrant Exercise Price in effect at
any time and the number and kind of securities purchasable upon exercise of each
Warrant  shall be subject to  adjustment  as follows and the Company  shall give
each Holder  notice of any event  described  below which  requires an adjustment
pursuant to this Section 6 at the time of such event:

<PAGE>

         (a) STOCK DIVIDENDS,  SUBDIVISIONS AND COMBINATIONS. If at any time the
Company shall:

            (i) take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend  payable in, or other  distribution  of,
shares of Common Stock,

            (ii) subdivide or reclassify its outstanding  shares of Common Stock
into a larger number of shares of Common Stock, or

            (iii) combine or reclassify its  outstanding  shares of Common Stock
into a smaller  number of shares of Common Stock or  otherwise  effect a reverse
stock split,

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the occurrence of such event, or the record date therefor,
whichever is earlier, would own or be entitled to receive after the happening of
such event,  and (ii) the Warrant  Exercise  Price(s) shall be adjusted to equal
(A) the Warrant Exercise Price immediately prior to such event multiplied by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

         (b) CERTAIN OTHER DISTRIBUTIONS AND ADJUSTMENTS.

            (i) If at any time the Company shall take a record of the holders of
its Common  Stock for the purpose of  entitling  them to receive any dividend or
other distribution of:

               (A) cash,

               (B) any evidences of its indebtedness, any shares of its stock or
any  other  securities  or  property  of  any  nature   whatsoever  (other  than
Convertible Securities or shares of Common Stock), or

               (C) any warrants or other rights to subscribe for or purchase any
evidences of its  indebtedness,  any shares of its stock or any other securities
or  property of any nature  whatsoever  (other than  Convertible  Securities  or
shares of Common Stock),

then Holder shall be entitled to receive  such  dividend or  distribution  as if
Holder had exercised this Warrant.

            (ii) A reclassification  of the Common Stock (other than a change in
par value,  or from par value to no par value or from no par value to par value)
into  shares of Common  Stock and  shares of any other  class of stock  shall be
deemed a distribution  by the Company to the holders of its Common Stock of such
shares of such other class of stock and in such event  Holder  shall be entitled
to receive such distribution as if Holder had exercised this Warrant and, if the
outstanding  shares of Common  Stock  shall be changed  into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such change
shall be  deemed  a  subdivision  or  combination,  as the  case may be,  of the
outstanding shares of Common Stock within the meaning of Section 6(a).

<PAGE>

         (c) ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.

            (i) If,  at any time  prior to the  first  anniversary  of the final
Closing (as defined in the Subscription  Agreement),  the Company shall issue or
sell any shares of Common Stock in exchange for  consideration  in an amount per
share of  Common  Stock  less  than  the  lowest  Common  Stock  Purchase  Price
calculated for any Closing (the "DISCOUNTED PRICE," each such sale or issuance a
"DISCOUNTED  PRICE  TRANSACTION" and the number of shares sold or issued in such
Discounted Price  Transaction the "DISCOUNTED SALE VOLUME") other than Permitted
Issuances,  then (A) the Warrant Exercise Price then in effect shall be adjusted
so that it shall equal the price  determined by multiplying the Warrant Exercise
Price in effect  immediately  prior to such  event by a  fraction,  of which the
numerator  shall be the sum of money  raised  in the  Placement  plus the sum of
money raised in all Subsequent  Discounted Price Transactions,  and of which the
denominator  shall be the sum of money raised in the  Placement  plus the sum of
money  equal to the product of the  cumulative  Discounted  Sale  Volumes of all
Discounted Price  Transactions and such Common Stock Purchase Price, and (B) the
number of shares of Common Stock for which this Warrant is exercisable  shall be
adjusted to equal the product obtained by multiplying the Warrant Exercise Price
in effect  immediately  prior to such Discounted Price Transaction by the number
of shares of Common  Stock for which  this  Warrant is  exercisable  immediately
prior to such Discounted  Price  Transaction and dividing the product thereof by
the Warrant  Exercise  Price  resul1ting  from the  adjustment  made pursuant to
clause (A) above.

            (ii) The  provisions of paragraph (i) of this Section 6(c) shall not
apply to any  issuance  of  shares of Common  Stock for which an  adjustment  is
provided  under  Section 6(a) or 6(b).  No adjustment of the number of shares of
Common Stock for which this  Warrant  shall be  exercisable  shall be made under
paragraph  (i) of this  Section  6(c) upon the  issuance of any shares of Common
Stock  which are  issued  pursuant  to the  exercise  of any  warrants  or other
subscription or purchase rights or pursuant to the exercise of any conversion or
exchange rights in any  Convertible  Securities,  if any such  adjustment  shall
previously  have been made upon the issuance of such warrants or other rights or
upon the issuance of such  Convertible  Securities  (or upon the issuance of any
warrant or other rights therefor) pursuant to Section 6(d) or Section 6(e).

         (d) ISSUANCE OF WARRANTS OR OTHER RIGHTS.

            (i) If at any time the Company shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a distribution of,
or shall in any manner  (whether  directly or by assumption in a merger in which
the Company is the surviving  corporation)  issue or sell, any warrants or other
rights  to  subscribe  for  or  purchase  any  shares  of  Common  Stock  or any
Convertible  Securities,  whether  or not the  rights  to  exchange  or  convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable  upon the  exercise of such  warrants or other  rights or upon
conversion  or exchange of such  Convertible  Securities  shall be less than the
Common Stock Purchase Price, then the number of shares for which this Warrant is
exercisable  and the  Warrant  Exercise  Price  shall be adjusted as provided in
Section  6(c) on the basis  that the  maximum  number of shares of Common  Stock
issuable  pursuant to all such  warrants or other  rights or necessary to effect
the conversion or exchange of all such Convertible Securities shall be deemed to
have  been  issued  and  outstanding  and the  Company  shall be  deemed to have
received  all the  consideration  payable  therefor,  if any,  as of the date of
issuance of such warrants or other rights. No further  adjustment of the Warrant
Exercise Price(s) shall be made upon the actual issue of such Common Stock or of
such  Convertible  Securities  upon exercise of such warrants or other rights or
upon the actual  issuance of such Common Stock upon such  conversion or exchange
of such Convertible Securities.

<PAGE>

            (ii) If at any time the  Company  shall take a record of the holders
of its Common Stock for the purpose of entitling  them to receive a distribution
of, or shall in any manner  (whether  directly or by  assumption  in a merger in
which the Company is the surviving  corporation)  issue or sell, any warrants or
other  rights to  subscribe  for or purchase  any shares of Common  Stock or any
Convertible  Securities,  whether  or not the  rights  to  exchange  or  convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable  upon the  exercise of such  warrants or other  rights or upon
conversion or exchange of such Convertible  Securities shall be equal to or more
than the Common Stock Purchase Price,  but less than the Warrant Exercise Price,
then the Warrant Exercise Price shall be adjusted downward to match the exercise
price of such new warrants or other rights.

         (e)  ISSUANCE  OF  CONVERTIBLE  SECURITIES.  If at any time the Company
shall  take a record of the  holders  of its  Common  Stock for the  purpose  of
entitling  them to receive a  distribution  of, or shall in any manner  (whether
directly  or by  assumption  in a merger in which the  Company is the  surviving
corporation)  issue or sell,  any  Convertible  Securities,  whether  or not the
rights to exchange or convert  thereunder are immediately  exercisable,  and the
price per share for which  Common  Stock is  issuable  upon such  conversion  or
exchange shall be less than the Common Stock Purchase Price,  then the number of
shares of Common  Stock for which this  Warrant is  exercisable  and the Warrant
Exercise  Price shall be adjusted as provided in Section  6(c) on the basis that
the maximum number of shares of Common Stock  necessary to effect the conversion
or  exchange  of all such  Convertible  Securities  shall be deemed to have been
issued  and  outstanding  and  the  Company  shall  have  received  all  of  the
consideration  payable  therefor,  if any,  as of the date of  issuance  of such
Convertible  Securities.  If any issue or sale of Convertible Securities is made
upon  exercise of any warrant or other right to subscribe for or to purchase any
such  Convertible  Securities  for which  adjustments of the number of shares of
Common  Stock for which this  Warrant is  exercisable  and the Warrant  Exercise
Price  have  been  or are to be  made  pursuant  to  Section  6(d),  no  further
adjustment  of the number of shares of Common  Stock for which  this  Warrant is
exercisable  and the  Warrant  Exercise  Price  shall be made by  reason of such
record, issue or sale.

         (f) SUPERSEDING ADJUSTMENT.  If at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant  Exercise  Price(s)  shall have been made  pursuant  to Section  6(d) or
Section 6(e) as the result of any issuance of  warrants,  rights or  Convertible
Securities,

<PAGE>

            (i) such warrants or rights,  or the right of conversion or exchange
in such other Convertible Securities, shall expire, and all or a portion of such
warrants or rights,  or the right of  conversion or exchange with respect to all
or a portion of such other Convertible Securities, as the case may be, shall not
have been exercised, or

            (ii) the  consideration  per share for which  shares of Common Stock
are  issuable  pursuant to such  warrants or rights,  or the terms of such other
Convertible  Securities,  shall be  increased  solely by  virtue  of  provisions
therein contained for an automatic increase in such consideration per share upon
the occurrence of a specified date or event,

then for each  outstanding  Warrant such previous  adjustment shall be rescinded
and  annulled  and the shares of Common  Stock  which  were  deemed to have been
issued by virtue of the  computation  made in connection  with the adjustment so
rescinded  and annulled  shall no longer be deemed to have been issued by virtue
of such  computation  made in  connection  with the  adjustment so rescinded and
annulled  shall no  longer  be  deemed  to have  been  issued  by virtue of such
computation.  Thereupon,  a  re-computation  shall be made of the effect of such
rights or options or other Convertible  Securities on the basis of:

               (A)  treating  the  number of  shares  of  Common  Stock or other
property,  if any,  theretofore  actually  issued or  issuable  pursuant  to the
previous exercise of any such warrants or rights or any such right of conversion
or exchange, as having been issued on the date or dates of any such exercise and
for the consideration actually received and receivable therefor, and

               (B)  treating  any such  warrants  or  rights  or any such  other
Convertible  Securities which then remain  outstanding as having been granted or
issued  immediately  after the time of such  increase of the  consideration  per
share for which shares of Common Stock or other property are issuable under such
warrants or rights or other convertible  Securities;  whereupon a new adjustment
of the number of shares of Common  Stock for which this  Warrant is  exercisable
and the Warrant  Exercise  Price(s) shall be made,  which new  adjustment  shall
supersede the previous adjustment so rescinded and annulled.

         (g) No  adjustment  in the  Warrant  Exercise  Price  shall be required
unless  such  adjustment  would  require an increase or decrease of at least one
cent ($0.01) in such price;  provided,  however,  that any adjustments  which by
reason of this Section 6(g) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 6(g) shall be made to the nearest  cent or to the nearest  one-hundredth
of a share, as the case may be.

         (h) The Company may retain a firm of independent  public accountants of
recognized  standing  selected by the Board (who may be the regular  accountants
employed by the Company) to make any computation required by this Section 6.

         (i) In the event that at any time,  as a result of an  adjustment  made
pursuant to Section 6(a), (b) or (c) of this Warrant,  the Holder of any Warrant
thereafter  shall become  entitled to receive any shares of the  Company,  other
than Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant  shall be subject to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the Common Stock  contained in Sections 6(a) through (h),  inclusive,
of this Warrant.

<PAGE>

         (j) Notwithstanding the foregoing,  no adjustment shall be effected due
to, or as a result of, any Permitted Issuances.

         (k) OTHER ACTION  AFFECTING  COMMON STOCK.  In case at any time or from
time to time the Company  shall take any action in respect of its Common  Stock,
other than any action described in this Section 6, then, unless such action will
not have a materially adverse effect upon the rights of the Holders,  the number
of shares of Common Stock or other stock for which this  Warrant is  exercisable
and/or the  purchase  price  thereof  shall be adjusted in such manner as may be
equitable in the circumstances.

      7.  REGISTRATION  RIGHTS.  The Holder of this Warrant shall be entitled to
the registration rights as described in Exhibit A to the Subscription  Agreement
entered into between the Company and the original holder of this Warrant and the
Company's Private Placement Memorandum dated as of September 7, 2006.

      8. OFFICER'S CERTIFICATE.  Whenever the Warrant Exercise Price(s) shall be
adjusted as required by the provisions of Section 6 of this Warrant, the Company
shall  forthwith file in the custody of its Secretary or an Assistant  Secretary
at its principal  office and with its stock transfer agent, if any, an officer's
certificate  showing the  adjusted  Warrant  Exercise  Price(s) and the adjusted
number of shares  of  Common  Stock  issuable  upon  exercise  of each  Warrant,
determined as herein  provided,  setting  forth in  reasonable  detail the facts
requiring  such  adjustment,  including a statement of the number of  additional
shares of Common  Stock,  if any,  and such other facts as shall be necessary to
show the reason  for and the  manner of  computing  such  adjustment.  Each such
officer's certificate shall be forwarded to Holder as provided in Section 13.

      9  NOTICES  TO  WARRANT  HOLDERS.   So  long  as  this  Warrant  shall  be
outstanding,  (1) if the Company shall pay any dividend or make any distribution
upon Common  Stock,  or (2) if the Company  shall offer to the holders of Common
Stock for  subscription  or purchase by them any share of any class or any other
rights, or (3) if any capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation or merger of the Company with or
into another entity,  tender offer  transaction for the Company's  Common Stock,
sale, lease or transfer of all or  substantially  all of the property and assets
of the Company, or voluntary or involuntary dissolution,  liquidation or winding
up of the  Company  shall  be  effected,  or (4) if  the  Company  shall  file a
registration statement under the Securities Act of 1933, as amended (the "ACT"),
on any form other  than on Form S-4 or S-8 or any  successor  form,  then in any
such case, the Company shall cause to be mailed by certified mail to the Holder,
at least ten days prior to the date  specified in clauses (1),  (2), (3) or (4),
as the case may be, of this Section 9 a notice containing a brief description of
the  proposed  action and  stating the date on which (i) a record is to be taken
for  the  purpose  of such  dividend,  distribution  or  rights,  or  (ii)  such
reclassification,    reorganization,   consolidation,   merger,   tender   offer
transaction,  conveyance,  lease,  dissolution,  liquidation or winding up is to
take  place and the  date,  if any is to be fixed,  as of which the  holders  of
Common  Stock  or  other   securities  shall  receive  cash  or  other  property
deliverable upon such reclassification,  reorganization,  consolidation, merger,
conveyance,  dissolution,  liquidation or winding up, or (iii) such registration
statement is to be filed with the SEC.

<PAGE>

      10.   RECLASSIFICATION,   REORGANIZATION   OR  MERGER.   In  case  of  any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another  corporation (other than a merger with a subsidiary
in which merger the Company is the continuing or surviving corporation and which
does not result in any reclassification,  capital reorganization or other change
of  outstanding  shares of Common Stock of the class  issuable  upon exercise of
this  Warrant)  or  in  case  of  any  sale,  lease  or  conveyance  of  all  or
substantially  all of the  assets  of  the  Company,  the  Company  shall,  as a
condition precedent to such transaction,  cause effective  provisions to be made
so that (i) the  Holder  shall  have the right  thereafter  by  exercising  this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such  reclassification,  capital reorganization and
other  change,  consolidation,  merger,  sale or  conveyance  by a holder of the
number of shares of Common Stock which could have been  purchased  upon exercise
of  this   Warrant   immediately   prior  to  such   reclassification,   change,
consolidation,  merger, sale or conveyance,  and (ii) the successor or acquiring
entity shall expressly assume the due and punctual observance and performance of
each  covenant and condition of this Warrant to be performed and observed by the
Company and all obligations and liabilities hereunder (including but not limited
to the provisions of Section 3 regarding the increase in the number of shares of
Warrant Shares potentially issuable hereunder). Any such provision shall include
provision for adjustments which shall be as nearly equivalent as possible to the
adjustments  provided for in this  Warrant.  The  foregoing  provisions  of this
Section  10 shall  similarly  apply  to  successive  reclassifications,  capital
reorganizations  and  changes  of  shares  of  Common  Stock  and to  successive
consolidations,  mergers, sales or conveyances.  In the event that in connection
with any such capital reorganization or reclassification, consolidation, merger,
sale or  conveyance,  additional  shares  of  Common  Stock  shall be  issued in
exchange, conversion,  substitution or payment, in whole in part, for a security
of the Company  other than Common  Stock,  any such issue shall be treated as an
issuance of Common Stock covered by the provisions of Section 6 of this Warrant.

      11.  TRANSFER TO COMPLY WITH THE SECURITIES  ACT OF 1933.  This Warrant or
the Warrant  Shares or any oth er security  issued or issuable  upon exercise of
this Warrant may not be sold or otherwise disposed of except as follows:

         (i) to a person who, in the  opinion of counsel for the  Company,  is a
person to whom this Warrant or Warrant Shares may legally be transferred without
registration and without the delivery of a current prospectus under the Act with
respect  thereto and then only against receipt of an agreement of such person to
comply  with the  provisions  of this  Section 11 with  respect to any resale or
other  disposition of such  securities  which agreement shall be satisfactory in
form and substance to the Company and its counsel; or

<PAGE>

         (ii) to any person  upon  delivery  of a  prospectus  then  meeting the
requirements of the Act relating to such securities and the offering thereof for
such sale or disposition.

      12.  GOVERNING  LAW;  JURISDICTION.  The  corporate  laws of the  State of
placeStateDelaware shall govern all issues concerning the relative rights of the
Company and its stockholders. All issues concerning the construction,  validity,
enforcement  and  interpretation  of  this  Warrant  shall  be  governed  by and
construed   in   accordance   with   the   internal   laws  of  the   State   of
StateplaceDelaware  without  giving effect to the principles of conflicts of law
thereof.  The  parties  hereto  agree  that  venue  in any and all  actions  and
proceedings  related to the subject matter of this Warrant shall be in the state
and  federal  courts in and for New York,  New York,  which  courts  shall  have
exclusive  jurisdiction  for such purpose,  and the parties  hereto  irrevocably
submit to the exclusive  jurisdiction of such courts and  irrevocably  waive the
defense  of an  inconvenient  forum to the  maintenance  of any such  action  or
proceeding.  Service of process  may be made in any  manner  recognized  by such
courts. This Warrant and any term hereof may be changed,  waived,  discharged or
terminated  only by an instrument  in writing  signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.

      13.  NOTICES.  Any and all notices or other  communications  or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  VIA  facsimile  at the  facsimile
telephone  number  specified in this Section  prior to 6:30 p.m.  (New York City
time) on a Business Day,  (ii) the Business Day after the date of  transmission,
if such notice or  communication  is delivered  VIA  facsimile at the  facsimile
telephone number specified in this Agreement later than 6:30 p.m. (New York City
time) on any date and earlier than 11:59 p.m. (New York City time) on such date,
(iii) the  Business Day  following  the date of mailing,  if sent by  nationally
recognized  overnight courier service,  or (iv) upon actual receipt by the party
to whom such notice is required  to be given.  The address for such  notices and
communications shall be as follows:

    If to the Company:          IR BioSciences Holdings, Inc.
                                4021 N. 75th Street, Suite 201
                                Scottsdale, Arizona 85251
                                Attn: ______________________
                                Tel: _________; Fax: _______

         If to the Holder To the Address Set Forth In the Records of the Company

    With copies to:             Joseph Stevens & Company, Inc.
                                59 Maiden Lane
                                New York, N.Y. 10038
                                Facsimile No.: (212) 361-3333
                                Attn:  Joseph Sorbara

<PAGE>

      14.  PAYMENT OF TAXES.  The Company will pay all  documentary  stamp taxes
attributable  to the issuance of shares of Common Stock  underlying this Warrant
upon exercise of this Warrant; provided,  however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the  registration of any  certificate  for shares of Common Stock  underlying
this Warrant in a name other that of the Holder.  The Holder is responsible  for
all other tax  liability  that may arise as a result of holding or  transferring
this Warrant or receiving  shares of Common Stock  underlying  this Warrant upon
exercise hereof.

         IN WITNESS WHEREOF, this Warrant has been duly executed
as of __________ ___, 2006.


                                            IR BIOSCIENCES HOLDINGS, INC.


                                            By: ________________________________
                                                Name:
                                                Address:

<PAGE>

                                  PURCHASE FORM
                                  -------------


                         Dated: _______________, 20_____

      The undersigned  hereby  irrevocably elects to exercise the within Warrant
to the  extent of  purchasing  _____  shares of Common  Stock and  hereby  makes
payment  of  $___________  in  payment of the  actual  exercise  price  thereof.
Schedule 1 attached hereto specifies the Warrant Shares from which the shares of
Common  Stock are being  purchased  and the Warrant  Exercise  Price(s) for such
shares.

                     ______________________________________

<PAGE>

                     INSTRUCTIONS FOR REGISTRATION OF STOCK
                     --------------------------------------

Name:________________________________________________________________
          (Please typewrite or print in block letters)



Signature:___________________________________________________________



Social Security or Employer Identification No.:______________________

<PAGE>

                                 ASSIGNMENT FORM
                                 ---------------

      FOR VALUE RECEIVED,  ______________________________  hereby sells, assigns
and transfer unto:

Name:__________________________________________________________________
             (Please typewrite or print in block letters)

Address:_______________________________________________________________

Social Security or Employer Identification No.:________________________

The right to purchase Common Stock  represented by this Warrant to the extent of
shares  as to which  such  right is  exercisable  and  does  hereby  irrevocably
constitute and appoint attorney to transfer the same on the books of the Company
with full power of substitution.

         Dated: _________________, 200_.


                                      Signature:________________________________

Signature Guaranteed:

___________________________________