Exhibit 4.9


                          IR BIOSCIENCES HOLDINGS, INC.

                        2003 STOCK OPTION, DEFERRED STOCK
                            AND RESTRICTED STOCK PLAN

                              STOCK AWARD AGREEMENT
                                     (OTHER)


Participant Name:___________________


      This AGREEMENT dated as of the ____day _______ 2004 between IR BioSciences
Holdings, Inc, a Delaware corporation (the "Company") and ________________ (the
"Participant").

                                    RECITALS

      WHEREAS, the Company has established the 2003 Stock Option, Deferred Stock
and Restricted Stock Plan (the "Plan") effective as of June 26, 2003 and

      WHEREAS, pursuant to the provisions of said Plan, the Administrator has
granted to the Participant by action duly taken on_______________, (the "Award
Date") a stock award (the "Stock Award") based upon the terms and conditions set
forth herein.

      NOW, THEREFORE, in consideration of services rendered and to be rendered
by the Participant and the mutual promises made herein, the mutual benefits to
be derived therefrom and other good and valuable consideration, the parties
agree as follows:

                                    AGREEMENT

      1. Grant. Subject to the terms of this Agreement, the Company grants to
the Participant the following:

            Stock Award:

            __________ shares of Common Stock of the Company (the "Stock")

            Price (optional): $_____________ per share



                               [ VESTING SCHEDULE]


<PAGE>


      2. Stock.

            (a) Certificates. Participant shall be issued a stock certificate in
respect of such shares of Stock; and such certificate shall be registered in the
name of Participant.

      3. Governing Plan. This Agreement hereby incorporates by reference the
Plan and all of the terms and conditions of the Plan as heretofore amended and
as the same may be amended from time to time hereafter in accordance with the
terms thereof, but no such subsequent amendment shall adversely affect
Participant's rights under this Agreement and the Plan except as may be required
by applicable law. Participant expressly acknowledges and agrees that the
provisions of this Agreement are subject to the Plan; the terms of this
Agreement shall in no manner limit or modify the controlling provisions of the
Plan, and in case of any conflict between the provisions of the Plan and this
Agreement, the provisions of the Plan shall be controlling and binding upon the
parties hereto. Participant also hereby expressly acknowledges, represents and
agrees as follows:

            (a) Acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto and by reference incorporated herein, and represents that he/she
is familiar with the terms and provisions of said Plan, and hereby accepts this
Agreement subject to all the terms and provisions of said Plan.

            (b) Agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions arising under the
Plan.

            (c) Acknowledges that he/she is familiar with Sections of the Plan
regarding the issuance of the Stock.

      4. Representations and Warranties. As a condition to the issuance of any
portion of shares of Stock the Company may require Participant receiving such
shares to make any representation and/or warranty to the Company as may, in the
judgment of counsel to the Company, be required under any applicable law or
regulation, including but not limited to a representation and warranty that the
shares are being acquired only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company,
such a representation is required under the Securities Act of 1933 or any other
applicable law, regulation or rule of any governmental agency.

      5. No Enlargement of Engagement Rights. Nothing in this Agreement shall be
construed to confer upon Participant any right to continued engagement with the
Company, any Parent or Subsidiary, or to restrict in any way the right of the
Company, a Subsidiary or Parent to terminate his/her/its engagement.

      6. Execution and Delivery. Participant acknowledges that Participant shall
have no rights with respect to any Award granted by the Company unless and until
Participant executes an Award Agreement and delivers it to the Company within
sixty days of such award (or such other period as the Participant may specify
after the Award Date).


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<PAGE>


      7. Withholding of Taxes. Participant authorizes the Company to withhold,
in accordance with any applicable law, from any compensation payable to
him/her/it any taxes required to be withheld by federal, state or local law as a
result of the grant of Stock Award.

      8. Laws Applicable to Construction. This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware.

      9. Agreement Binding on Successors. The terms of this Agreement shall be
binding upon the executors, administrators, heirs, successors, transferees and
assignees of the Participant.

      10. Costs of Litigation. In any action at law or in equity to enforce any
of the provisions or rights under this Agreement or the Plan, the unsuccessful
party to such litigation, as determined by the court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses and
reasonable attorneys' fees incurred by the successful party or parties
(including without limitation costs, expenses end fees on any appeals), and if
the successful party recovers judgment in any such action or proceeding such
costs, expenses and attorneys' fees shall be included as part of the judgment.

      11. Necessary Acts. The Participant agrees to perform all acts and execute
and deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.

      12. Counterparts. For convenience this Agreement may be executed in any
number of identical counterparts, each of which shall be deemed a complete
original in itself and may be introduced in evidence or used for any other
purpose without the production of any other counterparts.

      13. Invalid Provisions. In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision was not contained herein.




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<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written. By Participant's execution of this Agreement,
Participant agrees to the terms and conditions hereof and of the Plan.

IR BIOSCIENCES HOLDINGS, INC.                  PARTICIPANT

By:
    ------------------------------             -----------------------------
    Name:                                      (Signature)
    Title:

                                               -----------------------------
                                               (Print Name)

                                               -----------------------------
                                               (Address)

                                               -----------------------------
                                               (City, State, Zip Code)

                                               -----------------------------
                                               (Social Security)


         By his or her signature below, the spouse of the Participant, of such
Participant be legally married as of the date of his execution of this
Agreement, acknowledges that he or she has read this Agreement and the Plan and
is familiar with the terms and provisions thereof, and agrees to be bound by all
the terms and conditions of said Agreement and said Plan document.


                                     --------------------------------
                                     Spouse

                                     Dated:


                  By his or her signature below the Participant represents that
he or she is not legally married as of the date of execution of this Agreement.


                                     --------------------------------
                                     Participant

                                     Dated:





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