Exhibit 14.1





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                             CODE OF BUSINESS ETHICS
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                           INTEGRATED BIOPHARMA, INC.










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            Conflict of Interest and Confidential Information Policy
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Part I:  Code of Business Ethics

Integrity

Integrated BioPharma, Inc. (the "Company") values its reputation for integrity,
honesty and fair dealing and these qualities must at all times characterize our
business activities with customers, shareholders, employees, vendors, suppliers
and the public. Company employees shall not attempt to achieve results at the
cost of violation of laws or regulations or through dishonest or unethical
dealings. As used throughout this Code of Business Ethics and Conflict of
Interest and Confidential Information Policy (the "Code"), the term "Company
employees" shall include all directors, officers and employees of the Company at
all levels, and the term "family" shall mean spouse, parents, children,
siblings, grandparents, grandchildren, mothers- and fathers-in-law, sons- and
daughters-in-law, brothers- and sisters-in-law, or any other person residing in
the employee's home.

Candor

Officers and department heads and other supervisory employees must be informed
at all times of matters within their respective sphere of responsibility which
bear upon preserving the Company's reputation for integrity and honesty and fair
dealing. Concealment or half-truths will not be tolerated. Accordingly, there
should be full and open communication by all Company employees. Likewise, there
shall be no concealment of information from the Company's directors, executive
officers, internal or independent auditors or legal counsel.

Proper Accounting

Strict compliance with the Company's established accounting rules and controls
is required at all times. The books of account and financial records must fairly
reflect the transactions they record. Budget proposals, economic evaluation for
projects and the like must be prepared in good faith and reflect in all material
respects the best judgment of the preparers. All assets of the Company,
including all cash and bank accounts in which the Company funds are on deposit,
and all liabilities of the Company shall be timely recorded in the regular books
of account of the Company in all material respects.

Consultants and Agents

All consultants or agents retained by the Company must comply with federal,
state and local laws and regulations in the conduct of their work on behalf of
the Company.

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Fair Competition

The Company fosters the spirit of free enterprise and fair dealing and will
continue to comply with laws which prohibit restraint of trade, predatory
economic activities, and unfair or unethical business practices. Under no
circumstances should Company employees enter into arrangements or even discuss
with competitors anything concerning pricing or promotional strategies without
the prior written approval of counsel.

Political Contributions

The Company will not contribute directly or indirectly to political parties or
candidates for office, unless through an authorized Political Action Committee.
Indirect contributions would include contributions by the Company or favors.

Entertainment, Gifts, Favors and Gratuities

Company employees may not offer or accept entertainment or gifts that could give
rise the appearance of a conflict between the interest of such persons and the
Company. It is well understood that occasional invitations to lunch, dinner and
social affairs and similar minor gifts or favors are not unusual and the offer
or acceptance of such favors shall not be considered a conflict of interest. On
the other hand, gifts valued over $100.00 may create the possibility of a
conflict and should be declined.

Expense Reports

All directors and employees shall comply strictly with the Company's policy on
business and travel expenses as set out in its Employee Policy Manual. All
employees and directors shall timely complete and submit expense reports in an
accurate manner and with appropriate receipts. All employees and directors shall
exercise reasonableness and prudence when spending the Company's money, and are
not to submit expense reports that are not actual, reasonable and necessary to
carry out the business purposes of the Company.

Compliance with Laws, Regulations and Company Policies

It is the policy of the Company to comply strictly with all laws and
regulations, and with all Company policies. Company employees have access to
legal advice and should always seek such advice as necessary prior to taking
action.

Policy Against Harassment

All Company employees shall comply strictly
with all federal and state civil rights, harassment, discrimination and other
employment laws and regulations, and are prohibited from discriminating against
any person on the basis of sex, age, race, color, religion, national origin,
disability, ancestry, marital or veteran status, or any other legally protected
status. Company employees shall treat all persons with respect and fairness, and
all relationships (whether written, oral or electronic) shall be businesslike
and free of any illegal bias, prejudice, harassment and retaliation.

Environment

All Company employees shall comply strictly with all federal, state and local
laws and regulations relating to any environmental law, which includes the use,
storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of any hazardous substance, and shall do all things
necessary to protect human health and safety of the Company's employees,
customers and the environment.

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Public and Investor Relations

Only the President and Chief Executive Officer ("CEO") of the Company is
authorized to communicate on behalf of the Company with shareholders, investors,
bankers, the press, broadcast media or the general public. Any inquiries from
these sources should be promptly referred to the CEO without further comment.

Contracts

Only proper officers of the Company specifically designated by the CEO are
authorized to enter into and/or execute contracts (whether in writing or not) on
behalf of the Company, and then only if each contract has been approved
beforehand by counsel. Except as set forth herein, no other employee or agent of
the Company has any authority (apparent, implied or otherwise) to obligate the
Company in any manner or to hold himself/herself out to any third party as
having any such authority.

Discovery of Violations

The CEO bears the ultimate responsibility for implementation and enforcement of
this Code and all Company policies. The Chief Financial Officer will conduct
compliance audits from time to time. Discovery of events of a questionable,
fraudulent or illegal nature which are or may be in violation of this Code or
Company policies must be promptly reported to the CEO of the Company and/or,
where warranted in the judgment of the reporting person, the Audit Committee of
the Board of Directors, if any.

Reporting Compliance with Code

All Company employees shall affirm periodically a knowledge and understanding of
this Code by signing and returning to the CEO the attached Acknowledgement of
Receipt and Compliance with this Code of Business Ethics and the Conflict of
Interest and Confidential Information Policy.

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Part II:  Conflict of Interest

Purpose

Each director, officer and employee of the Company owes a duty of loyalty to the
Company. It is the policy of the Company that no such person should have a
conflicting interest in any organization with which the Company does business or
is in competition. Also, no such person should be engaged in a business
organized for profit and not affiliated with the Company in any capacity,
including as an employee, agent or consultant, when such employment may be
contrary to the best interests of the Company. Such an interest, regardless of
whether it in fact affects the judgment or decisions of the individual in
question, creates an unfavorable impression and may imply impropriety.

Definition

Whether or not an interest is conflicting will depend on the
particular circumstances of each case, including the nature and relative
importance, financial or otherwise, of the interest. It would be impossible to
reduce the policy concerning conflict of interest entirely to a series of
specific prohibitions. To do this would divert attention from a more important
objective: namely, that each director, officer and employee should test personal
conduct and its effect on the Company in accordance with accepted and recognized
standards of (i) loyalty to the Company; (ii) the highest business ethics; and
(iii) the effect on the good reputation and goodwill enjoyed by the Company. It
is the responsibilities of each Company employee to evaluate his/her own
personal situations or acts to determine if there may be a need to disclose
anything which may be a conflict with this Code. The following covers certain
specific situations where conflict of interest might occur:

1.     For a Company employee or any member of his or her family to have
       business dealings with the Company where there is an opportunity or the
       perception of an opportunity for preferential treatment to be given or
       received, except (i) with the prior written consent of the CEO; or (ii)
       in any case of ownership of less than 1% of stock or other equity in a
       public or privately held company.

2.     For a Company employee or any member of his or her family to buy, sell or
       lease any kind of real estate, facilities, products or equipment from or
       to the Company or to any company, firm or individual who is, or is
       seeking to become, a contractor, supplier or customer, except with the
       prior consent of the CEO.

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3.     For a Company employee or any member of his or her family to serve as an
       officer or director of any other company, or in any management capacity
       for, or as an agent or consultant to any individual, firm or other
       company doing or seeking to do business with the Company, except with the
       prior consent of the CEO.

4.     For a Company employee or any member of his or her family to accept from
       any organizations, firms or individuals doing or seeking to do business
       with the Company: commissions; a share in profits; finder's fees; gifts
       in cash; gift certificates or other payments; loans or advances (other
       than from established banking or financial institutions); materials,
       services, repairs or improvements at no cost or at unreasonably low
       prices; excessive or extravagant entertainment; and gifts of merchandise
       of more than $100.00 in value.

5.     For a Company employee, directly or indirectly, to own or have an
       ownership or management interest in any business, firm, corporation or
       other organization which is in direct or indirect competition with the
       business conducted by the Company (excluding the ownership of less than
       1% of stock or other equity in any such organization in which the stock
       is quoted and sold on the open market).

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Part III:  Confidential Information

Purpose

Each director, officer and employee of the Company owes a duty not to disclose
confidential information of the Company (that is, information possessed by the
Company, but not generally known to the public) without being specifically
authorized.

Definition

It is a violation of this policy and the Company's Insider Trading Policy in its
Employee Policy Manual for any director, officer or employee of the Company to:

 1.    Use or disclose to any person or entity not authorized (including
       employees who do not have a need to know and third parties such as
       family, friends, investors, bankers, analysts, press, etc.), any material
       non-public information or any confidential or proprietary information
       concerning the Company such as sales, earnings, financial or business
       forecasts, strategic, marketing or development plans, software, codes,
       technical specifications, etc., which has not been authorized for
       release; and

2.     Buy or sell the Company's stock while in possession of material
       non-public information and without prior clearance from counsel.

Non-public information will be deemed to be material if there is a substantial
likelihood that a reasonable investor would consider it important in making an
investment decision to buy, sell or hold the Company's stock.

Persons who have
traded on material non-public information or persons who have tipped others,
including family and friends who may have passed on any such information, have
been the subject for civil and criminal proceedings. Any Company employee who
engaged in such illegal conduct is also subject to immediate termination. These
obligations of confidentiality shall survive the employee's termination from the
Company.

Right to Inspect/Privacy

The Company reserves the right to inspect any Company mail systems, computers,
software, files or any other internal documents in electronic or hard copy
format. Further, an employee does not have the right to privacy at his/her desk
or work station. Any destruction of Company property, whether tangible or
intangible, including any unauthorized use, deletion, stealing, altering,
erasing, infecting or other tampering of Company property, will result in
disciplinary action, including immediate termination.

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Part IV: Conclusion

Why do we need this document?

The Company believes the Code of Business Ethics, Conflict of Interest and
Confidential Information Policy is already well understood, but it is restated
at this time as a reminder that undisclosed acts or conditions in conflict with
the interests as above described may be deemed sufficient grounds for discipline
and even termination. The fact that one of the interests described above exists
does not mean necessarily that a conflict (if it exists) is significant enough
to be of practical importance. It is the Company's policy to allow a reasonable
amount of time for the employee to correct the situation in order to prevent
undue hardship, within the sole discretion of the Company's management, whose
first concern must be the best interests of the Company.

Any Questions?

The Company's counsel is available to assist any Company employee with the
interpretation of this Code or any other policies contained in the Employee
Policy Manual.  Never hesitate to ask if you ever have any questions about them.

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                         Acknowledgement of Receipt and
                  Compliance with the Code of Business Ethics,
            Conflict of Interest and Confidential Information Policy

                                      Based on my recent reading of the
                                      Company's Code of Business Ethics,
                                      Conflict of Interest and Confidential
                                      Information Policy consisting of 8 pages,
                                      I certify that I have had the opportunity
                                      to ask questions about any personal
                                      situation I may be unclear or unsure
                                      about; that I understand it; and that I
                                      have at all times complied with the letter
                                      and spirit of the Code, except as may be
                                      disclosed on the back of this page or in
                                      the attached page(s). Further, if future
                                      events or circumstances change so as to
                                      give me concern that I or another employee
                                      may be in violation of this Code or have a
                                      possible conflict of interest, I
                                      acknowledge that I have an obligation to
                                      disclose and I will promptly disclose it
                                      to the CEO.



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                                                    Print Name


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                                                    Signature


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                                              Social Security Number


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                                                       Date



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                   RETURN THIS PAGE ONLY TO THE COMPANY'S CEO
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