EXHIBIT 10.2

                           CHANGE OF CONTROL AGREEMENT

         This CHANGE OF CONTROL AGREEMENT (this "Agreement") is made and entered
into as of August 10,  2005,  by and between IR  BioSciences  Holdings,  Inc., a
Delaware corporation (the "Company") and Michael Wilhelm (the "Executive").

                                    RECITALS

         WHEREAS,  Executive is the  President  and Chief  Executive  Officer of
Company;

         WHEREAS, Board recognizes the possibility of a future Change of Control
(as hereinafter  defined),  which may alter the nature and structure of Company,
and recognizes that the uncertainty  regarding the consequences of such an event
adversely affects Company's ability to retain Executive;

         WHEREAS,  in order to induce  Executive to retain  employment  with the
Company,  the Board and Company  desire to provide  benefits to Executive in the
event Executive's employment is terminated under certain circumstances involving
a Change of Control, and the Executive desires to be so induced; and

         WHEREAS, Company and Executive desire to set forth in writing the terms
and  conditions  of their  agreement  with  respect to  Company's  provision  of
benefits to Executive in the event  Executive's  employment is terminated  under
certain circumstances involving a Change of Control.

                                    AGREEMENT

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
obligations  herein contained,  it is mutually agreed between the parties hereto
as follows:

         1. Term.  This  Agreement  shall commence on the Execution Date of this
Agreement and shall continue until the earlier of the following:  (a) prior to a
Change of Control Date, the date of termination of Executive's  employment  with
Company;  or (b)  subsequent  to a Change of Control Date the earlier of (x) the
date  of  termination  of  Executive's   employment   with  the  Company  absent
Involuntary  Termination or (y) the one-year  anniversary of a Change of Control
Date.

         2. At-Will  Status.  Notwithstanding  any provision of this  Agreement,
Executive is employed at-will , so that Executive,  on the one hand, or Company,
on the other hand,  may terminate  Executive's  employment at any time,  with or
without notice, for any or no reason.

         3.  Definitions.  As used in this Agreement,  the following terms shall
have the meanings set forth herein:

         "Affiliate"  means any  entity  that is part of a  controlled  group of
  corporations  or is under common control with Company,  as applicable,  within
  the meaning of Sections 1563(a), 404(b) or 414(c) of the Code.


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         "Board" means the Board of Directors of Company.

         "Cause" shall mean (i) a material act of dishonesty in connection  with
  the  Executive's  responsibilities  as  an  Executive  of  Company;  (ii)  the
  Executive's  conviction of, or plea of nolo contendere to, a felony or a crime
  involving moral turpitude,  (iii) the Executive's gross misconduct which has a
  material adverse effect on the Company, or (iv) the Executive's consistent and
  willful failure to perform his or her employment  duties where such failure is
  not cured  within  thirty  (30) days  after  written  notice to  Executive  by
  Company.

          "Change of Control" shall mean either a Company Change in Control.

         "Change  of Control  Date"  means the date on which a Change of Control
  occurs.  If any such  change  in  control  occurs  on  account  of a series of
  transactions,  the  "Change of  Control  Date" is the date of the last of such
  transactions.

         "Code" means the  Internal  Revenue  Code of 1986,  and any  amendments
thereto.

         "Company Acquiring Person" means that a Person,  considered alone or as
  part of a "group" within the meaning of Section  13(d)(3) of the Exchange Act,
  as  amended,  other than an  Initial  Member or any  Affiliate,  is or becomes
  directly or indirectly  the  beneficial  owner (as defined in Rule 13d-3 under
  the Exchange Act) of securities  representing more than fifty percent (50%) of
  the Company's then  outstanding  securities  entitled to vote generally in the
  election of the Board.

         "Company  Change in Control" means (i) a Person is or becomes a Company
  Acquiring  Person;  (ii) holders of the securities of Company entitled to vote
  thereon  approve any  agreement  with a Person,  (or, if such  approval is not
  required by  applicable  law and is not  solicited by Company,  the closing of
  such an agreement) that involves the transfer of all or  substantially  all of
  Company's assets on a consolidated  basis;  (iii) holders of the securities of
  Company  entitled to vote thereon approve a transaction  (or, if such approval
  is not required by  applicable  law and is not  solicited by the Company,  the
  closing  of such a  transaction)  pursuant  to which  Company  will  undergo a
  merger,  consolidation,  statutory  share  exchange  or  similar  event with a
  Person,  regardless  of whether  Company is  intended to be the  surviving  or
  resulting entity after the merger, consolidation,  statutory share exchange or
  similar event,  other than a transaction that results in the voting securities
  of Company  carrying  the right to vote in  elections  of persons to the Board
  outstanding  immediately prior to the closing of the transaction continuing to
  represent  (either by remaining  outstanding or by being converted into voting
  securities of the surviving entity) more than 50% (fifty percent) of Company's
  voting  securities  carrying  the right to vote in  elections  of  persons  to
  Company's  Board, or voting  securities of such surviving  entity carrying the
  right to vote in  elections  of persons to the Board of  Directors  or similar
  authority of such surviving entity,  outstanding immediately after the closing
  of such  transaction;  (iv) the Continuing  Directors  cease for any reason to
  constitute at least half of the number of members of the Board; (v) holders of
  the securities of Company  entitled to vote thereon approve a plan of complete
  liquidation  of Company or an agreement for the  liquidation by the Company of
  all or  substantially  all of  Company's  assets (or, if such  approval is not

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  required by applicable law and is not solicited by Company,  the  commencement
  of actions  constituting such a plan or the closing of such an agreement);  or
  (vi) the Board adopts a resolution to the effect that,  in its judgment,  as a
  consequence  of  any  one  or  more   transactions  or  events  or  series  of
  transactions  or  events,  a change in  control  of  Company  has  effectively
  occurred.  Notwithstanding  the foregoing,  no event resulting from an initial
  public offering of securities of Company shall  constitute a Company Change in
  Control.  The Board shall be entitled to exercise its discretion in exercising
  its judgment and in the adoption of such  resolution,  whether or not any such
  transaction(s) or event(s) might be deemed,  individually or collectively,  to
  satisfy any of the criteria set forth in subparagraphs (i) through (v) above.

         "Continuing  Director"  means  any  member  of the  Board (i) who was a
  member  of the  Board on the date  hereof,  or (ii)  whose  nomination  for or
  election  to the  Board was  recommended  or  approved  by a  majority  of the
  Continuing Directors.

         "Control" (and  "Controlling" and "Controlled")  shall mean possession,
  directly  or  indirectly,  of the power to direct  or cause the  direction  of
  management  policies of such Entity through the ownership of voting securities
  or by contract.

         "Constructive  Termination"  means Executive's  voluntary  termination,
  upon thirty (30) days' prior  written  notice to the Company,  following:  (A)
  Executive  being  designated to a divisional as opposed to corporate role with
  the Company or Operating  Company;  (B) a material  reduction or change in job
  duties, responsibilities and requirements,  including, without limitation, any
  material  increase in travel  responsibilities,  inconsistent with Executive's
  position   with  Company  and   Executive's   duties,   responsibilities   and
  requirements;  (C) any reduction of Executive's base  compensation or inactive
  pay (bonus);  or (D) Executive's refusal to relocate to a facility or location
  more than fifty (50) miles from Company's current headquarters.

         "Entity"  means any  corporation,  firm,  unincorporated  organization,
  association,  partnership,  limited  partnership,  limited liability  company,
  limited  liability  partnership,  business trust,  joint stock company,  joint
  venture organization, entity or business.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Involuntary  Termination"  shall mean,  at any time within that period
  which is one-year from the Change of Control Date (including  such date),  the
  termination  of the  employment of Executive  (i) by Company  without Cause or
  (ii) due to Constructive Termination.

         "Person"  means any human being,  firm,  corporation,  partnership,  or
other  entity.  "Person"  also  includes  any human  being,  firm,  corporation,
partnership, or other entity as defined in sections 13(d)(3) and 14(d)(2) of the
Exchange  Act.  The  term  "Person"  does  not  include  Company  or  any of its

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<PAGE>


Affiliates,  and the term  Person does not  include  any  employee-benefit  plan
maintained  by the  Company  or any of its  Affiliates,  or any person or entity
organized,  appointed,  or established by the Company,  or any of its Affiliates
for or pursuant to the terms of any such employee-benefit plan, unless the Board
determines  that  such an  employee-benefit  plan or such  person or entity is a
"Person".

         4. Effect of Termination.  If Executive's employment is terminated with
Company  at any  time  for  any  reason,  Executive  shall  be  entitled  to (i)
reimbursement  for final  expenses that  Executive  reasonably  and  necessarily
incurred on behalf of the Company prior to Executive's termination of employment
(provided that Executive submits expense reports and supporting documentation as
required by Company practice or policy),  (ii) unpaid  compensation and benefits
and (iii) unused vacation,  accrued through the date of Executive's  termination
of employment.

         5.  Effect  of  Involuntary  Termination.  Only  in  the  event  of  an
Involuntary Termination,  Executive shall be entitled to the following,  subject
to Section 7 hereof:

               a.  continuation of Executive's base salary in effect on the date
of such  Involuntary  Termination  for a period of eighteen (18) months from the
date of  termination  (the "Payment  Period"),  payable in  accordance  with the
Operating Company's prevailing  compensation  practice,  as such practice may be
modified from time to time;

               b.  Notwithstanding  any  provision  of any  annual or  long-term
incentive  plan to the  contrary,  the Company shall pay to the Executive a lump
sum amount,  in cash, equal to the sum of (i) any unpaid incentive  compensation
which has been allocated or awarded to the Executive for a completed fiscal year
or other measuring  period preceding the date of Involuntary  Termination  under
any  such  plan  and  which,  as of the  date  of  Involuntary  Termination,  is
contingent  only upon the continued  employment of the Executive to a subsequent
date, and (ii) a pro rata portion to the date of Involuntary  Termination of the
aggregate value of all contingent incentive compensation awards to the Executive
for all then uncompleted periods under any such plan, calculated as to each such
award by multiplying  the award that the Executive would have earned on the last
day of the performance  award period,  assuming the  achievement,  at the target
level  (or,  if  greater,  based  on  actual  results  to  date  of  Involuntary
Termination), of the individual and corporate performance goals established with
respect to such award,  by the fraction  obtained by dividing the number of full
months and any  fractional  portion of a month  during  such  performance  award
period through the date of Involuntary Termination by the total number of months
contained in such performance award period;

               c. should Executive elect continued  medical  insurance  coverage
under the Consolidated  Omnibus Budget  Reconciliation Act of 1985 ("COBRA") and
the Company is eligible under COBRA  requirements,  payment of Executive's COBRA
premiums  during  the  Payment  Period,  subject to and in  accordance  with the
provisions of COBRA.  If Company is not eligible for COBRA  insurance  coverage,
then Company will reimburse the monthly expense  associated with private medical
insurance coverage during the Payment Period;

               d.  one-hundred  percent  (100%) of the unvested  portion of each
outstanding  stock option granted to Executive shall be accelerated so that they
become immediately  exercisable upon the date of Involuntary Termination and may
be exercised  during the Payment Period;  provided that, such stock options that
remain  unexercised  upon  expiration of the Payment Period shall then terminate
and cease to be outstanding; and

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<PAGE>

               e.  notwithstanding the terms and conditions of any written stock
option  agreement  between  Executive  and Company,  as amended  ("Stock  Option
Agreements"),  Executive  shall have  during the  Payment  Period the ability to
exercise any stock options that are vested as of Executive's date of termination
pursuant to the terms the applicable Stock Option Agreement or Change of Control
provisions  herein, but in no event shall any stock option be exercisable at any
time after the expiration date of such stock option,  and upon the expiration of
the  Payment  Period,  such  stock  options  shall  terminate  and  cease  to be
outstanding.

         6. Taxes.  (a) If any of the  payments  or  benefits  received or to be
received by the Executive whether pursuant to the terms of this Agreement or any
other plan, arrangement or agreement) (all such payments and benefits, excluding
the Gross-Up  Payment,  being  hereinafter  referred to as the "Total Payments")
will be subject to the Excise Tax,  the Company  shall pay to the  Executive  an
additional amount (the "Gross-Up  Payment") such that the net amount retained by
the Executive,  after  deduction of any Excise Tax on the Total Payments and any
federal,  state and local  income and  employment  taxes and Excise Tax upon the
Gross-Up  Payment,  and after  taking  into  account  the phase out of  itemized
deductions and personal exemptions  attributable to the Gross-Up Payment,  shall
be equal to the Total Payments.

               (b) For purposes of determining whether any of the Total Payments
will be subject to the Excise Tax and the amount of such Excise Tax,  (i) all of
the Total Payments shall be treated as "parachute  payments" (within the meaning
of section  280G(b)(2)  of the Internal  Revenue  Code of 1986,  as amended (the
"Code")  unless,  in the  opinion  of tax  counsel  ("Tax  Counsel")  reasonably
acceptable  to the  Executive  and  selected by the  accounting  firm which was,
immediately prior to the Change in Control,  the Company's  independent  auditor
(the  "Auditor"),  such  payments  or  benefits  (in  whole  or in  part) do not
constitute parachute payments,  including by reason of section  280G(b)(4)(A) of
the Code,  (ii) all "excess  parachute  payments"  within the meaning of section
280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless,  in
the opinion of Tax Counsel, such excess parachute payments (in whole or in part)
represent  reasonable  compensation for services  actually  rendered (within the
meaning of section  280G(b)(4)(B) of the Code) in excess of the amount allocable
to such reasonable compensation, or are otherwise not subject to the Excise Tax,
and (iii) the value of any noncash  benefits or any deferred  payment or benefit
shall be determined by the Auditor in accordance with the principles of sections
280G(d)(3) and (4) of the Code.  For purposes of  determining  the amount of the
Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the
highest  marginal rate of federal income  taxation in the calendar year in which
the  Gross-Up  Payment  is to be made and state and  local  income  taxes at the
highest  marginal rate of taxation in the state and locality of the  Executive's
residence on the date Involuntary of Termination,  net of the maximum  reduction
in federal income taxes which could be obtained from deduction of such state and
local taxes.


               (c) In the event that the Excise Tax is finally  determined to be
less than the amount taken into account  hereunder in  calculating  the Gross-Up

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<PAGE>


Payment, the Executive shall repay to the Company, within five (5) business days
following  the time  that the  amount of such  reduction  in the  Excise  Tax is
finally  determined,  the portion of the Gross-Up  Payment  attributable to such
reduction (plus that portion of the Gross-Up Payment  attributable to the Excise
Tax and federal,  state and local  income and  employment  taxes  imposed on the
Gross-Up  Payment  being  repaid  by the  Executive),  to the  extent  that such
repayment  results in a  reduction  in the  Excise  Tax and a  dollar-for-dollar
reduction in the  Executive's  taxable income and wages for purposes of federal,
state and local income and employment taxes, plus interest on the amount of such
repayment  at the rate  provided in section  1274(b)(2)(B)  of the Code.  In the
event that the Excise Tax is  determined to exceed the amount taken into account
hereunder  in  calculating  the  Gross-Up  Payment  (including  by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up  Payment),  the Company  shall make an additional  Gross-Up  Payment in
respect of such excess (plus any interest, penalties or additions payable by the
Executive  with respect to such excess)  within five (5) business days following
the time that the amount of such excess is finally determined. The Executive and
the Company shall each  reasonably  cooperate with the other in connection  with
any administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.

               (d) The  payments  provided  in  subsections  (a) and (b) of this
Section 6 shall be made not  later  than the  fifth  day  following  the date of
Involuntary Termination provided,  however, that if the amounts of such payments
cannot be finally determined on or before such day, the Company shall pay to the
Executive on such day an estimate,  as determined in good faith by the Executive
or,  in the case of  payments  referenced  above of the  minimum  amount of such
payments to which the Executive is clearly  entitled and shall pay the remainder
of such payments (together with interest on the unpaid remainder (or on all such
payments to the extent the Company  fails to make such payments when due) at the
rate  provided  in  section  1274(b)(2)(B)  of the  Code) as soon as the  amount
thereof can be determined  but in no event later than the  thirtieth  (30th) day
after the date of  Involuntary  Termination.  At the time that payments are made
under this  Agreement,  the Company shall  provide the Executive  with a written
statement  setting forth the manner in which such payments were  calculated  and
the basis for such calculations including,  without limitation,  any opinions or
other  advice the Company has received  from Tax  Counsel,  the Auditor or other
advisors or  consultants  (and any such  opinions or advice which are in writing
shall be attached to the statement).

               (e) The Company  also shall pay to the  Executive  all legal fees
and  expenses  incurred by the  Executive  in  disputing in good faith any issue
hereunder relating to the termination of the Executive's employment,  in seeking
in good  faith to  obtain or  enforce  any  benefit  or right  provided  by this
Agreement  or in  connection  with any tax  audit or  proceeding  to the  extent
attributable  to the  application  of section 4999 of the Code to any payment or
benefit provided hereunder. Such payments shall be made within five (5) business
days after delivery of the Executive's  written requests for payment accompanied
with such evidence of fees and expenses  incurred as the Company  reasonably may
require.

         7.  Conditions  of Benefits.  Executive  shall receive the benefits set
forth in Section 5 and 6 hereof  only if  Executive  (i)  executes a  separation
agreement, which includes a general release, in a form and of a scope acceptable
to Company in its  discretion;  (ii) presents  satisfactory  evidence to Company
that  he  has  returned  all  Company  property,  confidential  information  and
documentation  to  Company;  (iii)  complies  with,  and does not  violate,  any
provision  of  any  confidentiality  and/or  non-solicitation   agreements  that
Executive  may have entered into with Company (a  "Confidentiality  Agreement");

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<PAGE>

(iv)  provides  the  Operating  Company  and  Company  with  a  signed,  written
resignation of  Executive's  status as an employee,  officer and/or  director of
Company,  as  applicable;   and  (v)  shall  not  be  entitled  to  receive  any
compensation,  benefits, or other payments from Company,  except as set forth in
this  Agreement,  as a  result  of or in  connection  with  the  termination  of
Executive's  employment  at any time and for any  reason.  In the event  Company
reasonably  believes that  Executive has breached,  or has threatened to breach,
any  provision  of any  Confidentiality  Agreement,  Company  shall  immediately
terminate  all  benefits  and  Executive  shall no  longer be  entitled  to such
benefits  and payments  under this  Agreement  and further  shall be required to
reimburse all payments  previously  made by Company  pursuant to this Agreement.
Such  termination  of  benefits  shall be in  addition  to any and all legal and
equitable remedies available to Company, including injunctive relief.

         8. Governing Law/Interpretation.  Executive and Company agree that this
Agreement  and any claims  arising out of or in connection  with this  Agreement
shall be governed by and construed in  accordance  with the laws of the State in
which Executive  substantially performs his/her employment  responsibilities or,
if none, the State of Arizona and shall in all respects be interpreted, enforced
and governed under the internal and domestic laws of such State,  without giving
effect to the principles of conflicts of laws thereof.

         9. Entire Agreement. This Agreement embodies the entire agreement among
the parties with respect to benefits payable upon an Involuntary Termination and
there have been and are no agreements,  representations  or warranties,  oral or
written among the parties  regarding the subject matter of this Agreement  other
than those set forth or provided for in this Agreement.

         10. Assignment. Executive acknowledges that the services to be rendered
hereunder  are unique and  personal in nature.  Accordingly,  Executive  may not
assign any rights or delegate any duties or  obligations  under this  Agreement.
The rights and obligations of Company under this Agreement  shall  automatically
be assigned to the successors and assigns of Company (including, but not limited
to,  any  successor  in the event of a Change of  Control,  as well as any other
entity that  Controls,  is Controlled  by, or is under common  Control with, any
such  successor),  and shall inure to the benefit of, and be binding upon,  such
successors and assigns, as well as Executive's heirs and representatives.

         11.  Notices.  All notices  required  hereunder shall be in writing and
shall be delivered in person,  by facsimile or by certified or registered  mail,
return receipt  requested,  and shall be effective upon sending if by facsimile,
or upon receipt if by personal  delivery or certified or  registered  mail.  All
notices  shall be addressed  as follows or to such other  address as the parties
may later provide in writing:

                 if to Company:
                               IR BIOSCIENCES HOLDINGS, INC.
                               4021 N. 75th Street, Suite 201
                               Scottsdale, Arizona  85251
                               Attn: John Fermanis, CFO

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<PAGE>


         and, if to  Executive:  at the home address  specified on the signature
page of this Agreement.

         12. Severability/Reformation.  If any one or more of the provisions (or
any  part  thereof)  of  this  Agreement  shall  be  held  invalid,  illegal  or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  (or any part thereof) shall not in any way be affected or
impaired  thereby,  and this  Agreement  shall be construed  and reformed to the
maximum  extent  permitted by law.  The language of all parts of this  Agreement
shall in all cases be construed as a whole according to its fair meaning and not
strictly for or against either of the parties.

         13.  Modification and Waiver.  This Agreement and the rights,  remedies
and  obligations  contained in any provision  hereof,  may be modified or waived
only in accordance with this Section 13. No waiver by either party of any breach
by the other or any provision hereof shall be deemed to be a waiver of any later
or other breach thereof or as a waiver of any other provision of this Agreement.
This  Agreement  and  its  terms  may  not be  waived,  changed,  discharged  or
terminated orally or by any course of dealing between the parties, but only by a
written  instrument  signed  by the  party  against  whom  any  waiver,  change,
discharge or termination is sought.

         14. Arbitration. Any dispute, controversy or claim arising out of or in
connection  with this  Agreement  shall be  exclusively  subject to  arbitration
before the American Arbitration Association ("AAA"). Such arbitration shall take
place  in the  State as  determined  under  Section  8  hereof,  before a single
arbitrator  in  accordance  with  AAA's  then  current  National  Rules  for the
Resolution of Employment  Disputes.  Judgment upon any arbitration  award may be
entered in any court of competent  jurisdiction.  All parties shall cooperate in
the  process  of  arbitration  for  the  purpose  of  expediting  discovery  and
completing the  arbitration  proceedings.  Nothing  contained in this Section or
elsewhere  in this  Agreement  shall in any way deprive the Company or Operating
Company  of its  right to  obtain  injunctive  relief  in a court  of  competent
jurisdiction  for purposes of enforcing any  confidentiality  agreement  entered
into between the Company or Operating Company and Executive.

         15.  Survival of Obligations  and Rights.  The  obligations  and rights
contained in Sections 4 through 8,  inclusive,  and 10 hereof shall  survive the
termination  of  Executive's  employment  due  to  an  Involuntary  Termination.
Moreover,  Section  14 hereof  shall  survive  the  termination  of  Executive's
employment for any reason.

         16.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

         17. Section Headings. The descriptive section headings herein have been
inserted  for  convenience  only and shall not be deemed to  define,  limit,  or
otherwise affect the construction of any provision hereof.

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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first written above.

                                IR BIOSCIENCES HOLDINGS, INC.


                                By: __________________________

                                Name:
                                     __________________________

                                Title: _________________________




EXECUTIVE

------------------------------
Michael Wilhelm


Address for Notice to Executive:

11007 N. Ridgeview Ct.

Fountain Hills, AZ 85268





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