IR BIOSCIENCES HOLDINGS INC
EX101
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex101.txt
<DESCRIPTION>EX101
<TEXT>
                                                                    EXHIBIT 10.1

                          IR BIOSCIENCES HOLDINGS, INC.

                             SUBSCRIPTION AGREEMENT

The  undersigned   (hereinafter   "SUBSCRIBER")   hereby  confirms   his/her/its
subscription  for the purchase of units  ("UNITS") of IR  BioSciences  Holdings,
Inc., a Delaware corporation (the "COMPANY"), on the terms described below, with
each Unit consisting of:

         (a) a number of shares (the  "SHARES")  of common stock of the Company,
par value $0.001 per share (the "COMMON STOCK"), determined by dividing: (i) the
Unit Price (as defined  below) by (ii) a price equal to 90% of the 5-day average
of the closing bid price of the shares of Common Stock on the OTC Bulletin Board
(the  "COMMON  STOCK  PURCHASE  PRICE")  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 Ten Cents ($0.10) and a ceiling on the
Common  Stock  Purchase  Price equal to Fifteen  Cents  ($0.15),  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; and

         (b) a warrant  (collectively,  the "WARRANTS") to purchase, at any time
prior to the fifth  (5th)  anniversary  following  the date of  issuance  of the
Warrant,  a number of shares of Common Stock equal to fifty percent (50%) of the
number of Shares  included  within  the Unit,  at a price  equal to fifty  cents
($0.50) per share of Common Stock (the "WARRANT EXERCISE PRICE").  The shares of
Common  Stock  underlying  each  Warrant are  referred to herein as the "WARRANT
SHARES."

         Capitalized  terms used and not otherwise defined herein shall have the
meanings  set  forth  for  such  terms  in the  Company's  Confidential  Private
Placement Memorandum,  dated September 3, 2004 (as amended or supplemented,  and
together with all documents and filings attached thereto, the "MEMORANDUM"). The
Units, the Shares, the Warrants and the Warrant Shares are sometimes referred to
collectively herein as the "SECURITIES."

         In connection with this subscription,  Subscriber and the Company agree
as follows:

1. PURCHASE AND SALE OF THE UNITS.

         (a) The Company hereby agrees to issue and to sell to  Subscriber,  and
Subscriber  hereby agrees to purchase  from the Company,  a number of Units at a
price  equal to  $10,000  per Unit  (the  "UNIT  PRICE")  and for the  aggregate
subscription  amount set forth on the signature page hereto. The form of Warrant
is as annexed to the Memorandum.  Upon acceptance of this

<PAGE>

Subscription  Agreement by the Company,  the Company  shall issue and deliver to
Subscriber  a  share  certificate  and  a  warrant  certificate  evidencing  the
applicable number of Shares and Warrants  subscribed for against payment in U.S.
Dollars of the Purchase Price (as defined below).

         (b) Subscriber has hereby delivered and paid concurrently  herewith the
aggregate  purchase price (the "PURCHASE PRICE") set forth on the signature page
hereof required to purchase the Units  subscribed for hereunder which amount has
been  paid in  U.S.  Dollars  by  cash,  wire  transfer  or  check,  subject  to
collection,  to the  order of  "American  Stock  Transfer  & Trust  Company - IR
BioSciences Holdings, Inc. Escrow Account."

         (c) Subscriber  understands and acknowledges  that this subscription is
part of a proposed  placement by the Company of up to $1,700,000 of Units, which
offering is being made on a "best efforts" basis for a minimum of 120 Units (the
"MINIMUM  OFFERING")  and a  maximum  of 170  Units  (the  "MAXIMUM  OFFERING").
Subscriber  understands that payments  hereunder as to the Minimum Offering will
be held in an escrow  account  established  by the Company,  and released to the
Company if the  Minimum  Offering  is reached  within  the  Offering  Period (as
described in the Memorandum) or any extended period.  If the Minimum Offering is
not obtained within the Offering Period or any extended  period,  the funds held
therein will be returned to the investors without interest or deduction.

2. REPRESENTATIONS  AND  WARRANTIES OF  SUBSCRIBER.  Subscriber  represents and
   warrants to the Company and Placement Agent as follows:

         (a) Subscriber is an "accredited investor" as defined by Rule 501 under
the Securities Act of 1933, as amended (the "Act"), and Subscriber is capable of
evaluating  the merits and risks of  Subscriber's  investment in the Company and
has the capacity to protect Subscriber's own interests.

         (b)  Subscriber  understands  that  the  Securities  are not  presently
registered,  but  Subscriber  is entitled to certain  rights with respect to the
registration of the Shares and Warrant Shares (see Section 5 below).

         (c) Subscriber  acknowledges  and  understands  that the Securities are
being  purchased for investment  purposes and not with a view to distribution or
resale, nor with the intention of selling,  transferring or otherwise  disposing
of all or any part thereof for any particular  price, or at any particular time,
or upon the happening of any particular event or circumstances,  except selling,
transferring,  or disposing  the  Securities  made in full  compliance  with all
applicable  provisions of the Act, the rules and regulations  promulgated by the
Securities and Exchange  Commission  ("SEC")  thereunder,  and applicable  state
securities  laws;  and  that an  investment  in the  Securities  is not a liquid
investment.

         (d)  Subscriber   acknowledges   that  the  Securities   must  be  held
indefinitely unless subsequently registered under the Act or unless an exemption
from such  registration  is available.  Subscriber is aware of the provisions of
Rule 144  promulgated  under the Act which permit limited resale of common stock
purchased  in a  private  placement  subject  to  the  satisfaction  of  certain
conditions,  including, among other things, the existence of a public market for
the common stock,

<PAGE>

the availability of certain current public  information  about the Company,  the
resale occurring not less than one year after a party has purchased and paid for
the  security  to  be  sold,  the  sale  being  effected   through  a  "broker's
transaction" or in transactions directly with a "market maker" and the number of
shares of common stock being sold during any  three-month  period not  exceeding
specified limitations.

         (e) Subscriber  acknowledges that Subscriber has had the opportunity to
ask questions  of, and receive  answers from the Company or any person acting on
its behalf  concerning the Company and its business and to obtain any additional
information,  to the extent  possessed by the Company (or to the extent it could
have been  acquired  by the  Company  without  unreasonable  effort or  expense)
necessary to verify the accuracy of the information  received by Subscriber.  In
connection  therewith,  Subscriber  acknowledges  that  Subscriber  has  had the
opportunity to discuss the Company's business,  management and financial affairs
with the Company's management or any person acting on its behalf. Subscriber has
received and reviewed the Memorandum, and all the information,  both written and
oral,  that it  desires.  Without  limiting  the  generality  of the  foregoing,
Subscriber has been furnished with or has had the opportunity to acquire, and to
review:  (i)  copies  of all  of the  Company's  publicly  available  documents,
including  but not limited to, those  attached to the  Memorandum,  and (ii) all
information,  both  written  and  oral,  that it  desires  with  respect  to the
Company's business, management,  financial affairs and prospects. In determining
whether to make this  investment,  Subscriber has relied solely on  Subscriber's
own  knowledge  and  understanding  of the Company and its  business  based upon
Subscriber's  own due diligence  investigations  and the  information  furnished
pursuant  to this  paragraph.  Subscriber  understands  that no person  has been
authorized to give any information or to make any representations which were not
furnished  pursuant to this paragraph and Subscriber has not relied on any other
representations or information.

         (f) Subscriber has all requisite legal and other power and authority to
execute and deliver  this  Subscription  Agreement  and to carry out and perform
Subscriber's  obligations under the terms of this Subscription  Agreement.  This
Subscription  Agreement  constitutes a valid and legally  binding  obligation of
Subscriber,  enforceable  in accordance  with its terms,  and subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law  governing  specific  performance,  injunctive  relief or other
general  principals  of equity,  whether such  enforcement  is  considered  in a
proceeding in equity or law.

         (g)  Subscriber  has carefully  considered  and has discussed  with the
Subscriber's  professional legal, tax, accounting and financial advisors, to the
extent the Subscriber has deemed  necessary,  the suitability of this investment
and  the  transactions  contemplated  by  this  Subscription  Agreement  for the
Subscriber's  particular  federal,  state,  local and foreign tax and  financial
situation  and  has  determined  that  this  investment  and  the   transactions
contemplated by this  Subscription  Agreement are a suitable  investment for the
Subscriber.  Subscriber relies solely on such advisors and not on any statements
or representations of the Company or any of its agents.  Subscriber  understands
that Subscriber (and not the Company) shall be responsible for  Subscriber's own
tax liability that may arise as a result of this investment or the  transactions
contemplated by this Subscription Agreement.

<PAGE>

         (h)  This   Subscription   Agreement  and  the  Confidential   Purchase
Questionnaire  accompanying  this  Subscription  Agreement  does not contain any
untrue  statement  of a  material  fact or omit  any  material  fact  concerning
Subscriber.

         (i) There are no actions, suits,  proceedings or investigations pending
against  Subscriber or Subscriber's  properties before any court or governmental
agency (nor, to Subscriber's knowledge, is there any threat thereof) which would
impair  in any  way  Subscriber's  ability  to  enter  into  and  fully  perform
Subscriber's  commitments and obligations under this  Subscription  Agreement or
the transactions contemplated hereby.

         (j) The execution, delivery and performance of and compliance with this
Subscription Agreement and the issuance of the Securities will not result in any
material violation of, or conflict with, or constitute a material default under,
any of Subscriber's  articles of incorporation or bylaws, if applicable,  or any
of Subscriber's  material agreements nor result in the creation of any mortgage,
pledge,  lien,  encumbrance or charge against any of the assets or properties of
Subscriber or the Securities.

         (k) Subscriber  acknowledges  that the Securities are  speculative  and
involve a high degree of risk and that  Subscriber can bear the economic risk of
the  purchase  of  the  Securities,   including  a  total  loss  of  his/her/its
investment.

         (l) Subscriber  acknowledges that he/she/it has carefully  reviewed and
considered  the risk  factors  discussed  in the "Risk  Factors"  section of the
Memorandum.

         (m) Subscriber recognizes that no federal,  state or foreign agency has
recommended or endorsed the purchase of the Securities.

         (n)  Subscriber  is aware  that the  Securities  are and will be,  when
issued,  "restricted  securities"  as that  term is  defined  in Rule 144 of the
general rules and regulations under the Act.

         (o) Subscriber  understands that any and all certificates  representing
the Securities and any and all  securities  issued in replacement  thereof or in
exchange therefor shall bear the following legend or one  substantially  similar
thereto, which Subscriber has read and understands:

             "THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT 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 THIS  CORPORATION,  IS
             AVAILABLE."

<PAGE>

         (p) In addition, the certificates representing the Securities,  and any
and all securities issued in replacement thereof or in exchange therefor,  shall
bear such legend as may be required by the securities  laws of the  jurisdiction
in which Subscriber resides.

         (q)  Because  of  the  restrictions   imposed  on  resale,   Subscriber
understands  that  the  Company  shall  have  the  right  to note  stop-transfer
instructions in its stock transfer records,  and Subscriber has been informed of
the  Company's  intention  to  do  so.  Any  sales,   transfers,  or  any  other
dispositions of the Securities by Subscriber, if any, will be in compliance with
the Act.

         (r)  Subscriber  acknowledges  that  Subscriber  has such knowledge and
experience  in financial  and business  matters that he is capable of evaluating
the  merits  and  risks of an  investment  in the  Securities  and of  making an
informed investment decision.

         (s)  Subscriber  represents  that:  (i)  Subscriber is able to bear the
economic  risks of an  investment in the  Securities  and to afford the complete
loss of the investment,  and (ii) (A) Subscriber could be reasonably  assumed to
have the capacity to protect  his/her/its  own interests in connection with this
subscription;  or  (B)  Subscriber  has  a  pre-existing  personal  or  business
relationship  with either the Company or any affiliate  thereof of such duration
and nature as would  enable a  reasonably  prudent  purchaser to be aware of the
character,  business acumen and general business and financial  circumstances of
the Company or such affiliate and is otherwise  personally qualified to evaluate
and assess the risks, nature and other aspects of this subscription.

         (t) Subscriber  further  represents that the address set forth below is
his/her  principal  residence  (or, if Subscriber is a company,  partnership  or
other entity,  the address of its principal place of business);  that Subscriber
is purchasing the Securities for  Subscriber's  own account and not, in whole or
in part,  for the account of any other  person;  Subscriber  is  purchasing  the
Securities  for investment  and not with a view to resale or  distribution;  and
that  Subscriber  has not formed any entity for the  purpose of  purchasing  the
Securities.

         (u)   Subscriber   understands   that  the   Company   shall  have  the
unconditional right to accept or reject this subscription,  in whole or in part,
for any reason or without a specific reason, in the sole and absolute discretion
of the Company (even after receipt and clearance of  Subscriber's  funds).  This
Subscription  Agreement  is not binding  upon the Company  until  accepted by an
authorized  officer  of the  Company.  In the  event  that the  subscription  is
rejected, then Subscriber's subscription funds will be returned without interest
thereon or deduction therefrom.

         (v) Subscriber has not been furnished with any oral  representation  or
oral  information in connection  with the offering of the Securities that is not
contained in the Memorandum and this Subscription Agreement.

         (w)  Subscriber  represents  that  Subscriber  is not  subscribing  for
Securities as a result of or subsequent to any advertisement, article, notice or
other  communication  published in any  newspaper,  magazine or similar media or
broadcast over the Internet,  television or radio or presented at any seminar or
meeting.

<PAGE>

         (x) Subscriber has carefully read this  Subscription  Agreement and the
Memorandum,  and Subscriber has accurately completed the Confidential  Purchaser
Questionnaire which accompanies this Subscription Agreement.

         (y) No  representations  or warranties  have been made to Subscriber by
the Company,  or any officer,  employee,  agent,  affiliate or subsidiary of the
Company,  other than the representations of the Company contained herein, and in
subscribing   for  the  Securities  the  Subscriber  is  not  relying  upon  any
representations  other  than  those  contained  in  the  Memorandum  or in  this
Subscription Agreement.

         (z) Subscriber  represents and warrants,  to the best of its knowledge,
that other than the Placement Agent, no finder, broker, agent, financial advisor
or other  intermediary,  nor any purchaser  representative  or any broker-dealer
acting as a broker,  is  entitled to any  compensation  in  connection  with the
transactions contemplated by this Subscription Agreement.

         (aa)  Subscriber  represents and warrants that  Subscriber has: (i) not
distributed  or  reproduced  the  Memorandum,  in whole or in part, at any time,
without the prior written consent of the Company and the Placement  Agent,  (ii)
kept confidential the existence of the Memorandum and the information  contained
therein or made available in connection  with any further  investigation  of the
Company  and  (iii)   refrained   and  shall   refrain   from   trading  in  the
publicly-traded  securities of the Company or any other relevant  company for so
long  as such  recipient  has  been in  possession  of the  material  non-public
information contained in the Memorandum.

3. REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company  represents and
   warrants to Subscriber as follows:

         (a) The Company is duly  organized and validly  exists as a corporation
in good standing under the laws of the State of Delaware.

         (b) The Company has all such  corporate  power and  authority  to enter
into, deliver and perform this Subscription Agreement.

         (c) All necessary  corporate  action has been duly and validly taken by
the  Company to  authorize  the  execution,  delivery  and  performance  of this
Subscription  Agreement  by the  Company,  and  the  issuance  and  sale  of the
Securities to be sold by the Company  pursuant to this  Subscription  Agreement.
This Subscription  Agreement has been duly and validly authorized,  executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company  enforceable  against the Company in  accordance  with its terms,
except as the enforceability  thereof may be limited by bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors' rights generally and by general equitable principles.

         (d) In addition to the foregoing,  Subscriber shall be entitled to rely
on all  of the  representations  and  warranties  made  by  the  Company  to the
Placement

<PAGE>

Agent in that certain  Placement Agency  Agreement,  as the same may be amended,
entered into between the Placement  Agent and the Company in connection with the
Offering as if such  representations  and  warranties  were made directly to the
Subscriber.

4.  INDEMNIFICATION.  Subscriber  agrees  to  indemnify  and hold  harmless  the
Company,  the  Placement  Agent,  and  their  respective  officers,   directors,
employees,  shareholders,  agents representatives and affiliates, and any person
acting on behalf of the Company or Placement Agent, from and against any and all
damage, loss, liability, cost and expense (including reasonable attorneys' fees)
which any of them may incur by reason of the  failure by  Subscriber  to fulfill
any of the terms and conditions of this Subscription  Agreement, or by reason of
any breach of the  representations  and warranties made by Subscriber herein, or
in  any  other   document   provided  by   Subscriber   to  the   Company.   All
representations,  warranties and covenants of each of Subscriber and the Company
contained herein shall survive the acceptance of this subscription.

5. REGISTRATION RIGHTS; ANTI-DILUTION RIGHTS. In consideration of the investment
in the Company  described  in this  Agreement  and the  Memorandum,  the Company
hereby grants to the Subscriber the registration rights and anti-dilution rights
set forth on ANNEX A and ANNEX B, respectively, attached hereto.

6. MISCELLANEOUS.

         (a)  Subscriber  agrees not to  transfer  or assign  this  Subscription
Agreement or any of  Subscriber's  interest  herein and further  agrees that the
transfer or assignment of the Securities  acquired pursuant hereto shall be made
only in accordance with all applicable laws.

         (b) Subscriber  agrees that  Subscriber  cannot cancel,  terminate,  or
revoke  this  Subscription   Agreement  or  any  agreement  of  Subscriber  made
hereunder,  and this  Subscription  Agreement  shall  survive the death or legal
disability  of  Subscriber  and  shall  be  binding  upon  Subscriber's   heirs,
executors, administrators, successors, and permitted assigns.

         (c)  Subscriber  has  read and has  accurately  completed  this  entire
Subscription Agreement.

         (d) This Subscription  Agreement constitutes the entire agreement among
the parties  hereto with respect to the subject matter hereof and may be amended
only by a written execution by all parties.

         (f)  Subscriber  acknowledges  that it has been advised to consult with
his/her/its own attorney  regarding this subscription and Subscriber has done so
to the extent that Subscriber deems appropriate.

         (g) Any notice or other  document  required or permitted to be given or
delivered  to the  Subscriber  shall be in writing  and sent:  (i) by fax if the
sender on the same day sends a  confirming  copy of such notice by a  recognized
overnight delivery service (charges prepaid),  or (b) by registered or certified
mail with return  receipt  requested  (postage  prepaid) or (c) by a  recognized
overnight delivery service (with charges prepaid).

<PAGE>

                  If to the Company, at:

                  IR BioSciences Holdings, Inc.
                  4021 N. 75th Street, Suite 201
                  Scottsdale, Arizona 85251
                  Attn: Andrew Goldrich
                  Tel: (480) 922-3926; Fax: (480) 222-3295

                  If to  the  Subscriber,  at  its  address  set  forth  on  the
signature page to this Subscription Agreement, or such other address as it shall
have  specified  to  the  Company  in  writing,  with a copy  (which  shall  not
constitute notice) to each of the following:

                  Joseph Stevens & Company, Inc.
                  59 Maiden Lane, 32nd Floor
                  New York, NY 10038
                  Attn:  Joseph Sorbara
                  Tel: (212) 361-3020, Fax: (212) 361-3333

                  and

                  Ellenoff Grossman & Schole LLP
                  370 Lexington Avenue, 19th Floor
                  New York, NY 10017-6503
                  Attn: Stuart Neuhauser, Esq.
                  Tel: (212) 370-1300;  Fax: (212) 370-7889

         (h) Failure of the Company to exercise  any right or remedy  under this
Subscription  Agreement  or any other  agreement  between  the  Company  and the
Subscriber,  or otherwise,  or delay by the Company in exercising  such right or
remedy,  will not operate as a waiver thereof.  No waiver by the Company will be
effective unless and until it is in writing and signed by the Company.

         (i)  This  Subscription  Agreement  shall  be  enforced,  governed  and
construed in all respects in accordance  with the laws of the State of New York,
as such laws are  applied  by the New York  courts  except  with  respect to the
conflicts of law provisions  thereof,  and shall be binding upon the Subscriber,
the Subscriber's heirs,  estate, legal  representatives,  successors and assigns
and shall inure to the benefit of the Company, its successors and assigns.

         (j) Any legal suit, action or proceeding  arising out of or relating to
this  Subscription  Agreement or the transactions  contemplated  hereby shall be
instituted  exclusively in New York Supreme Court, County of New York, or in the
United States District Court for the Southern  District of New York. The parties
hereto  hereby:  (i) waives any  objection  which they may now have or hereafter
have to the venue of any such suit,  action or proceeding,  and (ii) irrevocably
consents to the jurisdiction of the New York Supreme Court,  County of New York,
and the United States  District  Court for the Southern  District of New York in
any such suit,  action or  proceeding.  The parties  further agree to accept and
acknowledge service of any and all process

<PAGE>

which may be  served in any such  suit,  action  or  proceeding  in the New York
Supreme  Court,  County of New York, or in the United States  District Court for
the Southern District of New York and agree that service of process upon a party
mailed  by  certified  mail to such  party's  address  shall be  deemed in every
respect effective service of process upon such party in any such suit, action or
proceeding.

         (k) If any  provision  of  this  Subscription  Agreement  is held to be
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall be deemed modified to conform with such statute or rule of law.
Any provision hereof that may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provisions hereof.

         (l) The parties  understand and agree that money damages would not be a
sufficient remedy for any breach of the Subscription Agreement by the Company or
the Subscriber  and that the party against which such breach is committed  shall
be entitled to equitable relief,  including injunction and specific performance,
as a remedy for any such  breach.  Such  remedies  shall not be deemed to be the
exclusive  remedies for a breach by either party of the  Subscription  Agreement
but shall be in addition to all other remedies available at law or equity to the
party against which such breach is committed.

         (m) All pronouns and any variations thereof used herein shall be deemed
to refer to the  masculine,  feminine,  singular  or plural,  as identity of the
person or persons may require.

         (n) This Subscription  Agreement may be executed in counterparts and by
facsimile,  each of which  shall be deemed an  original,  but all of which shall
constitute one and the same instrument.

                            [Signature Pages Follow]

<PAGE>

SIGNATURE PAGE FOR INDIVIDUALS:

         IN WITNESS WHEREOF,  Subscriber has caused this Subscription  Agreement
to be executed as of the date indicated below.

$
 -------------------------------------      -------------------------------
 Purchase Price                             Number of Units

--------------------------------------
Print or Type Name

--------------------------------------
Signature

--------------------------------------
Date

--------------------------------------
Social Security Number (if applicable)

------------------------------------------------------------------------------
Address

Please  check if  applicable  and include  co-owner's  information  below (name,
address, social security number):

                  Joint Tenancy                       Tenants in Common
        ----------                            -------

----------------------------------------------------

----------------------------------------------------

----------------------------------------------------

----------------------------------------------------

                                      S-1

<PAGE>

PARTNERSHIPS, CORPORATIONS OR OTHER ENTITIES:

         IN WITNESS WHEREOF,  Subscriber has caused this Subscription  Agreement
to be executed as of the date indicated below.

$
 -----------------------------------      -----------------------------
 Purchase Price                           Number of Units

------------------------------------
Print or Type Name of Entity

--------------------------------------------------------------------------------
Address

------------------------------------        ------------------------------------
Taxpayer I.D. No. (if applicable)           Date

------------------------------------        ------------------------------------
Signature                                   Print or Type Name and Indicate
                                            Title or Position with Entity

                                      S-1

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Subscription  Agreement
to be  executed,  and  the  foregoing  subscription  accepted,  as of  the  date
indicated below.

                                               IR BIOSCIENCES HOLDINGS, INC.

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

Date:            ,  2004
     ------------

                                      S-2

<PAGE>

                    SCHEDULE OF INVESTORS FOR SECOND CLOSING


                                 Common
Name of Investor                 Shares        Warrants
----------------------------     -------       --------
Richard Ackner                    80,000        40,000
----------------------------     -------       -------
Jason J Aiello &
Rachel Aiello JT WROS             80,000        40,000
----------------------------     -------       -------
Richard B Aronson                 80,000        40,000
----------------------------     -------       -------
Richard E Beattie                160,000        80,000
----------------------------     -------       -------
John J Bender                     80,000        40,000
----------------------------     -------       -------
Lester B Boelter                 600,000       300,000
----------------------------     -------       -------
Elliot Braun                     200,000       100,000
----------------------------     -------       -------
Robert Burkhardt                 160,000        80,000
----------------------------     -------       -------
William Crowell &
Patricia Crowell JT WROS          80,000        40,000
----------------------------     -------       -------
Edward Duffy                      80,000        40,000
----------------------------     -------       -------
Franz Family Trust
D/T/D 8/16/02
David Franz & Nicole Franz
TTEES                             80,000        40,000
----------------------------     -------       -------
Bernie Gallas                    120,000        60,000
----------------------------     -------       -------
William M Goldstein              100,000        50,000
----------------------------     -------       -------
Mark Hellner                     320,000       160,000
----------------------------     -------       -------
Michael Hennessy                  80,000        40,000
----------------------------     -------       -------

                                      A-1
<PAGE>

                                 Common
Name of Investor                 Shares        Warrants
----------------------------     -------       --------
Joel Katz                        200,000       100,000
----------------------------     -------       -------
Michael Kramm &
Doris Kramm JT WROS               80,000        40,000
----------------------------     -------       -------
Indy S Kullar                    120,000        60,000
----------------------------     -------       -------
David Bruce Laughton              80,000        40,000
----------------------------     -------       -------
Myron A Leon                      80,000        40,000
----------------------------     -------       -------
Dwight E Long                    240,000       120,000
----------------------------     -------       -------
George F McCabe Jr
Family Trust
DTD 2/11/98
George F McCabe TTEE             200,000       100,000
----------------------------     -------       -------
James L McCormack
3355 Fruitvale RD
Lincoln, CA 95648                 80,000        40,000
----------------------------     -------       -------
John Kevin McCrary                80,000        40,000
----------------------------     -------       -------
E Scott Millbury                  80,000        40,000
----------------------------     -------       -------
John Richard Miller              400,000       200,000
----------------------------     -------       -------
Sanford J Miller &
Babette D Miller JT WROS         200,000       100,000
----------------------------     -------       -------
Enrico Monaco                    120,000        60,000
----------------------------     -------       -------

                                       A-2

<PAGE>

                                 Common
Name of Investor                 Shares        Warrants
----------------------------     -------       --------
James Mulryan &
Maureen Mulryan JT WROS           80,000        40,000
----------------------------     -------       -------
Allen Notowitz                    80,000        40,000
----------------------------     -------       -------
Paul B Poulsen &
Kathleen J Poulsen JT WROS       160,000        80,000
----------------------------     -------       -------
Progressive Ins Services,
Inc Money Purchase
Pension Plan
Russell E Davis TTEE              80,000        40,000
----------------------------     -------       -------
Palangat Radhakrishnan &
Devika Radhakrishnan JT WROS     200,000       100,000
----------------------------     -------       -------
Frank Restivo                     80,000        40,000
----------------------------     -------       -------
Delaware Charter Guarantee &
Trust Co.
FBO Stanley Riggins IRA           80,000        40,000
----------------------------     -------       -------
Paul Sallwasser &
Teri Sallwasser JT WROS          160,000        80,000
----------------------------     -------       -------
Barry Saxe                       320,000       160,000
----------------------------     -------       -------
Ronald S Sheldon Self
Directed Profit Sharing
Plan & Trust
Ronald S Sheldon TTEE            160,000        80,000
----------------------------     -------       -------

                                       A-3

<PAGE>

                                 Common
Name of Investor                 Shares        Warrants
----------------------------     -------       --------
Delaware Charter Guarantee &
Trust Co FBO Stanley Sides
IRA                              160,000        80,000
----------------------------     -------       -------
Claire Spooner                    80,000        40,000
----------------------------     -------       -------
Henry Steinberg                   80,000        40,000
----------------------------     -------       -------
Daniel C Strum                   160,000        80,000
----------------------------     -------       -------
Frank Sylva                       80,000        40,000
----------------------------     -------       -------
Michael Van Petten                80,000        40,000
----------------------------     -------       -------
John Wechsler                    100,000        50,000
----------------------------     -------       -------

                                       A-4


</TEXT>
</DOCUMENT>
