As filed with the Securities and Exchange Commission on July 10, 2000.
                        Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                         ______________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         ______________________________

                            IR OPERATING CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                             11-2165149
      (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                       Identification No.)

                                 112 Main Street
                                Webster, MA 01570
                                 (888) 444-4762

    (Address, including zip code, and telephone number, including area code,
     of registrant's principal executive offices)

                             1999 Stock Option Plan
                              (Full Title of Plan)
                         ______________________________

                Murray Fox, President and Chief Executive Officer
                                 112 Main Street
                                Webster, MA 01570
                                 (888) 444-4762

 (Name, address, including zip code, and telephone number, including area code,
  of agent for service)
                         ______________________________

                                   Copies to:
                              James W. Lucas, Esq.
                           Law Offices of Oscar Folger
                                521 Fifth Avenue
                            New York, New York 10175
                                 (212) 697-6464

<PAGE>


                         CALCULATION OF REGISTRATION FEE

================================================================================

                           Proposed         Proposed    Proposed
                           Maximum          Maximum     Maximum
Title of                   Amount           Offering    Aggregate   Amount of
Securities to              to be            Price Per   Offering    Registration
be Registered(1)           Registered       Share(2)    Price(2)    Fee
--------------------------------------------------------------------------------

Common Stock,
$.001 par value             3,000,000        $0.50       $1,500,000   $396.00

(1)  This  registration  statement covers shares of common stock of IR Operating
     Corporation  that  may be  offered  or sold  pursuant  to the IR  Operating
     Corporation Stock Option Plan described herein. This registration statement
     also relates to an indeterminate  number of shares of common stock that may
     be issued upon stock splits,  stock  dividends or similar  transactions  in
     accordance with Rule 416 under the Securities Act of 1933, as amended.

(2)  Calculated  pursuant to Rules 457(c) and (h), based upon the average of the
     reported bid and ask sales prices for the common stock on July 7, 2000.

                                        2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

*         Information  required by Part I to be contained  in the Section  10(a)
          prospectus is omitted from this  registration  statement in accordance
          with Rule 428 under the  Securities  Act of 1933,  as amended  and the
          Introductory Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents,  including any amendments thereto, which have
been or shall  be filed by IR  Operating  Corporation  with the  Securities  and
Exchange  Commission are incorporated herein by reference and shall be deemed to
be a part hereof from the date of filing such documents.

(a)      Our Annual Report on Form 10-KSB for the year ended  December 31, 1999,
         filed with the Commission on March 28, 2000;

(b)      Our  Quarterly  Report on Form 10-QSB for the  quarter  ended March 31,
         2000,  filed with the  Commission  on May 11,  2000 and amended on Form
         10-QSB/A on May 15, 2000; and

(c)      A description of IR Operating  Corporation'
s  common stock contained in
         the  Registration  Statement  on Form 10-SB,  filed August 26, 1999 and
         amendments on Forms 10-SB/A on June 8 and June 20, 2000.

     All  documents  subsequently  filed by us with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, after the date of this registration statement,  but prior to the filing
of a post-effective amendment to this registration statement that indicates that
all  securities  offered by this  registration  statement have been sold or that
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated  by  reference  into this  registration  statement.  Each  document
incorporated by reference into this registration statement shall be deemed to be
a part of this  registration  statement  from  the  date of the  filing  of such
document  with  the  Commission  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  registration  statement or by any document that constitutes
part of the  prospectus  relating to the IR Operating  Corporation  Stock Option
Plan that meets the requirements of Section 10(a) of the Securities Act.

                                        3
<PAGE>

Item 4.  Description of Securities.

     Our common stock is registered  pursuant to Section 12 of the Exchange Act.
Therefore, the description of securities is omitted.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Officers and Directors.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending,  or  completed  action,  or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
made to be liable to the  corporation  unless  and only to the  extent  that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnify  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

                                        4
<PAGE>


     Section 145 further  provides  (1) that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith;  (2) that indemnification  provided for
by Section 145 shall not be deemed  exclusive  of any other  rights to which the
indemnified  party may be  entitled;  (3) that  indemnification  provided for by
Section 145 shall,  unless  otherwise  provided  when  authorized  or  ratified,
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall  inure to the  benefit of such  person's  heirs,  executors  and
administrators;  and (4) that the  corporation  is  empowered  to  purchase  and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity,  or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

     As permitted by Section  102(b)(7)  of the General  Corporation  Law of the
State of Delaware,  article  seventh of our  certificate  of  incorporation,  as
amended,  provides  that  none of our  directors  shall be  liable  to us or our
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability: (1) for any breach of the director's duty of loyalty to IR
Operating Corporation or our stockholders; (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law;
(3) under  Section  174;  or (4) for any  transaction  from  which the  director
derived an improper personal benefit.  We shall, to the fullest extent permitted
by Section 145, as amended from time to time,  indemnify all persons whom we may
indemnify pursuant thereto.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

4.1      IR  Operating  Corporation  1999 Stock  Option  Plan  (incorporated  by
         reference from Exhibit  10(iii) to Annual Report on Form 10-KSB for the
         year ended  December 31, 1999,  filed with the  Commission on March 28,
         2000)

5.1      Opinion of Oscar D. Folger as to the legality of the  securities  being
         registered

23.1     Consent of Oscar D. Folger (included in Exhibit 5.1)

23.2     Consent of Holtz Rubenstein & Co., LLP

24.1     Power of Attorney  (included on the signature page of this registration
         statement).

                                        5
<PAGE>

Item 9.  Undertakings

(a)      IR Operating Corporation hereby undertakes:

         (1)   To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

         (i)   To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

         (iii) To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not  apply  if  the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by IR Operating  Corporation  pursuant to
               Section  13 or  Section  15(d)  of  the  Exchange  Act  that  are
               incorporated by reference in the registration statement.

         (2)   That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

         (3)   To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

                                        6

(b) IR Operating Corporation hereby undertakes that, for purposes of determining
any  liability  under the  Securities  Act,  each  filing of our  annual  report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling persons of IR Operating
Corporation  pursuant to the foregoing  provisions,  or otherwise,  we have been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other  than the  payment by us of  expenses  incurred or paid by a
director,  officer or  controlling  person of IR  Operating  Corporation  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  we will,  unless in the  opinion  of  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                        7
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Act of  1933,  IR  Operating
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Webster,  State of  Massachusetts,  on July 7,
2000.

                              IR Operating Corporation

                              By:/s/ Murray Fox
                              ----------------------------------------
                              Murray Fox, President and  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Murray Fox and David C. Katz, and each of them,
with  full  power to act  without  the  other,  such  person's  true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign this registration statement, any and all amendments thereto
(including  post-effective  amendments),  any subsequent registration statements
pursuant to Rule 462 of the Securities  Act of 1933, and any amendments  thereto
and to file the same, with exhibits and schedules  thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  necessary or desirable
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                  Capacity                            Date
----------------------------------------------------------------------------

/s/ Murray Fox             President and Director              July 7, 2000
--------------
    Murray Fox

/s/ Anthony Conte          Vice President and Director         July 7, 2000
-----------------
    Anthony Conte

/s/ David C. Katz          Secretary and Director              July 7, 2000
-----------------
    David C. Katz

                                        8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "IR OPERATING CORPOTATION", "secsgml_size_bytes": 19096}]
{"company-data": {"conformed-name": "IR OPERATING CORP", "cik": "0001093371", "assigned-sic": "9995", "irs-number": "112165149", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41072", "film-number": "670104"}, "business-address": {"street1": "1R OPERATING CORP", "street2": "112 MAIN STREET", "city": "WEBSTER", "state": "MA", "zip": "01570", "phone": "8884444762"}, "mail-address": {"street1": "IR OPERATING CORP", "street2": "112 MAIN STREET", "city": "WEBSTER", "state": "MA", "zip": "01570"}}
As filed with the Securities and Exchange Commission on July 10, 2000.
                        Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                         ______________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                         ______________________________

                            IR OPERATING CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                             11-2165149
      (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                       Identification No.)

                                 112 Main Street
                                Webster, MA 01570
                                 (888) 444-4762

    (Address, including zip code, and telephone number, including area code,
     of registrant's principal executive offices)

                             1999 Stock Option Plan
                              (Full Title of Plan)
                         ______________________________

                Murray Fox, President and Chief Executive Officer
                                 112 Main Street
                                Webster, MA 01570
                                 (888) 444-4762

 (Name, address, including zip code, and telephone number, including area code,
  of agent for service)
                         ______________________________

                                   Copies to:
                              James W. Lucas, Esq.
                           Law Offices of Oscar Folger
                                521 Fifth Avenue
                            New York, New York 10175
                                 (212) 697-6464
CALCULATION OF REGISTRATION FEE

================================================================================

                           Proposed         Proposed    Proposed
                           Maximum          Maximum     Maximum
Title of                   Amount           Offering    Aggregate   Amount of
Securities to              to be            Price Per   Offering    Registration
be Registered(1)           Registered       Share(2)    Price(2)    Fee
--------------------------------------------------------------------------------

Common Stock,
$.001 par value             3,000,000        $0.50       $1,500,000   $396.00

(1)  This  registration  statement covers shares of common stock of IR Operating
     Corporation  that  may be  offered  or sold  pursuant  to the IR  Operating
     Corporation Stock Option Plan described herein. This registration statement
     also relates to an indeterminate  number of shares of common stock that may
     be issued upon stock splits,  stock  dividends or similar  transactions  in
     accordance with Rule 416 under the Securities Act of 1933, as amended.

(2)  Calculated  pursuant to Rules 457(c) and (h), based upon the average of the
     reported bid and ask sales prices for the common stock on July 7, 2000.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

*         Information  required by Part I to be contained  in the Section  10(a)
          prospectus is omitted from this  registration  statement in accordance
          with Rule 428 under the  Securities  Act of 1933,  as amended  and the
          Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents,  including any amendments thereto, which have
been or shall  be filed by IR  Operating  Corporation  with the  Securities  and
Exchange  Commission are incorporated herein by reference and shall be deemed to
be a part hereof from the date of filing such documents.

(a)      Our Annual Report on Form 10-KSB for the year ended  December 31, 1999,
         filed with the Commission on March 28, 2000;

(b)      Our  Quarterly  Report on Form 10-QSB for the  quarter  ended March 31,
         2000,  filed with the  Commission  on May 11,  2000 and amended on Form
         10-QSB/A on May 15, 2000; and

(c)      A description of IR Operating  Corporation'
s  common stock contained in
         the  Registration  Statement  on Form 10-SB,  filed August 26, 1999 and
         amendments on Forms 10-SB/A on June 8 and June 20, 2000.

     All  documents  subsequently  filed by us with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, after the date of this registration statement,  but prior to the filing
of a post-effective amendment to this registration statement that indicates that
all  securities  offered by this  registration  statement have been sold or that
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated  by  reference  into this  registration  statement.  Each  document
incorporated by reference into this registration statement shall be deemed to be
a part of this  registration  statement  from  the  date of the  filing  of such
document  with  the  Commission  until  the  information  contained  therein  is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  registration  statement or by any document that constitutes
part of the  prospectus  relating to the IR Operating  Corporation  Stock Option
Plan that meets the requirements of Section 10(a) of the Securities Act.

                                        3
Item 4.  Description of Securities.

     Our common stock is registered  pursuant to Section 12 of the Exchange Act.
Therefore, the description of securities is omitted.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Officers and Directors.

     Subsection (a) of Section 145 of the General  Corporation  Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

     Subsection  (b) of Section 145  empowers a  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending,  or  completed  action,  or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
made to be liable to the  corporation  unless  and only to the  extent  that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnify  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

                                        4
Section 145 further  provides  (1) that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith;  (2) that indemnification  provided for
by Section 145 shall not be deemed  exclusive  of any other  rights to which the
indemnified  party may be  entitled;  (3) that  indemnification  provided for by
Section 145 shall,  unless  otherwise  provided  when  authorized  or  ratified,
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall  inure to the  benefit of such  person's  heirs,  executors  and
administrators;  and (4) that the  corporation  is  empowered  to  purchase  and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him and incurred by him in any such capacity,  or
arising out of his status as such whether or not the corporation  would have the
power to indemnify him against such liabilities under Section 145.

     As permitted by Section  102(b)(7)  of the General  Corporation  Law of the
State of Delaware,  article  seventh of our  certificate  of  incorporation,  as
amended,  provides  that  none of our  directors  shall be  liable  to us or our
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability: (1) for any breach of the director's duty of loyalty to IR
Operating Corporation or our stockholders; (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law;
(3) under  Section  174;  or (4) for any  transaction  from  which the  director
derived an improper personal benefit.  We shall, to the fullest extent permitted
by Section 145, as amended from time to time,  indemnify all persons whom we may
indemnify pursuant thereto.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

4.1      IR  Operating  Corporation  1999 Stock  Option  Plan  (incorporated  by
         reference from Exhibit  10(iii) to Annual Report on Form 10-KSB for the
         year ended  December 31, 1999,  filed with the  Commission on March 28,
         2000)

5.1      Opinion of Oscar D. Folger as to the legality of the  securities  being
         registered

23.1     Consent of Oscar D. Folger (included in Exhibit 5.1)

23.2     Consent of Holtz Rubenstein & Co., LLP

24.1     Power of Attorney  (included on the signature page of this registration
         statement).

                                        5
Item 9.  Undertakings

(a)      IR Operating Corporation hereby undertakes:

         (1)   To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

         (i)   To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

         (iii) To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not  apply  if  the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by IR Operating  Corporation  pursuant to
               Section  13 or  Section  15(d)  of  the  Exchange  Act  that  are
               incorporated by reference in the registration statement.

         (2)   That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

         (3)   To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

                                        6

(b) IR Operating Corporation hereby undertakes that, for purposes of determining
any  liability  under the  Securities  Act,  each  filing of our  annual  report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling persons of IR Operating
Corporation  pursuant to the foregoing  provisions,  or otherwise,  we have been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other  than the  payment by us of  expenses  incurred or paid by a
director,  officer or  controlling  person of IR  Operating  Corporation  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  we will,  unless in the  opinion  of  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                        7
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Act of  1933,  IR  Operating
Corporation  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Webster,  State of  Massachusetts,  on July 7,
2000.

                              IR Operating Corporation

                              By:/s/ Murray Fox
                              ----------------------------------------
                              Murray Fox, President and  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Murray Fox and David C. Katz, and each of them,
with  full  power to act  without  the  other,  such  person's  true and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign this registration statement, any and all amendments thereto
(including  post-effective  amendments),  any subsequent registration statements
pursuant to Rule 462 of the Securities  Act of 1933, and any amendments  thereto
and to file the same, with exhibits and schedules  thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  necessary or desirable
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                  Capacity                            Date
----------------------------------------------------------------------------

/s/ Murray Fox             President and Director              July 7, 2000
--------------
    Murray Fox

/s/ Anthony Conte          Vice President and Director         July 7, 2000
-----------------
    Anthony Conte

/s/ David C. Katz          Secretary and Director              July 7, 2000
-----------------
    David C. Katz

                                        8