EXHIBIT 10.3

                               SEVERANCE AGREEMENT

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

                                    RECITALS

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

         WHEREAS,  in order to induce Executive to maintain  employment with the
Company,  the Board  desires to provide to Executive  eligibility  for severance
benefits  in the  event  Executive's  employment  is  terminated  under  certain
circumstances, 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
severance  benefits  to  Executive  in  the  event  Executive's   employment  is
terminated under certain circumstances.

                                    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  continue  until the  earlier of (a) the date of  termination  of
Executive's employment with the Company absent Involuntary  Termination or (b) a
Change  of  Control  Date as that  term is  defined  in the  Change  of  Control
Agreement of even date herewith entered into between Executive and the Operating
Company.

         2. At-Will  Status.  Notwithstanding  any provision of this  Agreement,
Executive  is  employed  at-will  and the  Executive  or Company  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:

                  "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
         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.


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                  "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 in the 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 the Company and Executive's
         duties,   responsibilities  and  requirements;  (C)  any  reduction  of
         Executive's  base  compensation  or  incentive  pay  (bonus);   or  (D)
         Executive's  refusal to relocate  to a facility  or location  more than
         fifty (50) miles from Company's current headquarters.

                  "Involuntary   Termination"   means  the  termination  of  the
         employment  of Executive  (i) by Company  without  Cause or (ii) due to
         Constructive Termination.

         4. Effect of  Termination.  If Executive's  employment  with Company is
terminated  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 severance
benefits subject to Section 6 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 Company's  prevailing  compensation  practice,  as such
         practice may be modified from time to time;

                  b.  payment  in an amount  equal to the  amount  of  executive
         incentive pay (bonus) that  Executive  would have received for the year
         in which the  Involuntary  Termination  occurred had he met one hundred
         percent (100%) of the target for such incentive pay;

                  c. should Executive elect continued medical insurance coverage
         under  the  Consolidated  Omnibus  Budget  Reconciliation  Act of  1985
         ("COBRA"),  payment of Executive's  COBRA  premiums  during the Payment
         Period, subject to and in accordance with the provisions of COBRA;

                  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  agreements  between  Executive and Company ("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, 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.  Conditions  of  Severance  Benefits.  Executive  shall  receive the
severance  benefits set forth in Section 5 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");  (iv)  provides  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  severance  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  severance
benefits  shall be in  addition  to any and all  legal  and  equitable  remedies
available to Company, including injunctive relief.

         7. Taxes.  All payments and benefits  described in this Agreement shall
be  subject  to any and all  applicable  federal,  state and local  withholding,
payroll, income and other taxes.

         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  Delaware,  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  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


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be assigned  to the  successors  and assigns of Company,  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
                                     Scottsdale, Arizona  85251
                                     Attn: John Fermanis, CFO


         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  Company of its right to
obtain  injunctive  relief in a court of competent  jurisdiction for purposes of
enforcing  any  confidentiality  agreement  entered  into  between  Company  and
Executive.

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<PAGE>

         15.  Survival of Obligations  and Rights.  The  obligations  and rights
contained in Sections 4 through 7,  inclusive,  and 10 hereof shall  survive the
Executive's Involuntary Termination.  Moreover,  Section 14 hereof shall survive
the resignation or 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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