CHANGE OF CONTROL AGREEMENT

Exhibit 10.2

                           CHANGE OF CONTROL AGREEMENT

         This CHANGE OF CONTROL AGREEMENT (this "Agreement") is made and entered
into as of October 23, 2006, by and between IR BioSciences Holdings, Inc., a
Delaware corporation (the "Company") and Hal Siegel (the "Executive").

                                    RECITALS

         WHEREAS, Executive is the Senior Director of Product Development and
         Regulatory Affairs 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.

         "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 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.

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         "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
  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