Exhibit
10.13



AmendmentTwo
To Revolving (Grid) PromissoryNote

And Loan
Agreements



This
Amendment Two is dated as of September 27, 2007 and is made by and between INTEGRATED BIOPHARMA, INC. (the
Borrower) and AMALGAMATED BANK, a New York banking corporation (the Bank).

Statement
of the Premises.

Borrower
previously issued to Bank a Revolving (Grid) Promissory Note dated as of September 1, 2006 in the maximum
principal amount of $15,000,000.00 (as amended by Amendment One to Revolving (Grid) Promissory Note and Loan
Agreement dated as of March 28, 2007, the Revolving Note).  Borrower and Bank desire to extend
the maturity date of the Revolving Note.

Borrower
and Bank also entered into a letter agreement dated as of September 1, 2006 in connection with the Revolving Note
(as amended by Amendment One to Revolving (Grid) Promissory Note and Loan Agreement dated as of March 28, 2007,
the Revolving Loan Agreement).    Borrower and Bank desire to amend the Revolving Loan
Agreement to reflect the revised maturity date of the Revolving Note and to make certain other changes thereto.

Borrower
previously issued to Bank a Term Promissory Note dated as of March 28, 2007 in the original principal amount of $10,000,000.00
(the Term Note).

Borrower
and Bank also entered into a letter agreement dated as of March 28, 2007 in connection with the Term Note (the
Term Loan Agreement).

Statement
of Consideration

Accordingly,
in consideration of the premises, and under the authority of Section 5-1103 of the New York General
Obligations Law, the parties hereto agree as follows.

Agreement

1.     Defined
Terms.  The terms this Note, hereunder and similar references in the Revolving Note
shall be deemed to refer to the Revolving Note as amended hereby.  The terms this Loan Agreement,
hereunder and similar references in the Revolving Loan Agreement shall be deemed to refer to the
Revolving Loan Agreement as amended hereby.  The terms this Loan Agreement, hereunder and
similar references in the Term Loan Agreement shall be deemed to refer to the Term Loan Agreement as amended
hereby.   Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms
in the Revolving Note.

2.     Revolving
Note Amendments.

a.     Effective
as of the date hereof, references in the Revolving Note to October 31, 2007 are hereby amended to
read December 31, 2007.

b.     The
Loan Rate Rider, which is part of the Revolving Note, is hereby amended to restate the definition of LIBOR
Interest Rate Margin in its entirety as follows:


LIBOR Interest Rate Margin shall be determined according to the Pricing Grid set forth below.
From the date hereof until the date of delivery of the compliance certificate for
the period ending September 30, 2007, the LIBOR Interest Rate Margin shall be a percentage, per annum, determined
by reference to Level I on the following pricing grid; and thereafter the LIBOR Interest Rate Margin
shall be a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as
set forth below:

Pricing
Grid:



|Level | Total Leverage Ratio                                                       | LIBOR Interest RateMargin
|----- | -------------------------------------------------------------------------- | -------------------------
|I     | Total Debt / EBITDA > 3.50x for any Test Period after Closing.             | 3.00%                    
|II    | Total Debt / EBITDA > 3.00x and < 3.50x for any Test Period after closing. | 2.75%                    
|III   | Total Debt / EBITDA > 2.50x and < 3.00x for any Test Period after closing. | 2.50%                    
|IV    | Total Debt / EBITDA > 2.00x and < 2.50x for any Test Period after closing. | 2.25%                    
|V     | Total Debt / EBITDA < 2.00x for any Test Period after closing.             | 2.00%                    



Test Periods will
 be quarterly and, for purposes of this definition only, the EBITDA calculation shall be cumulative for the four
 quarters ending as of each Test Period.   Borrower shall submit to Bank, within 15 days after the end of each of
 Borrower's fiscal quarters, a compliance certificate calculating the Leverage Ratio for the Test Period ending on
 the last day of the previous fiscal quarter.   No change in the LIBOR Interest Rate Margin shall be effective
 until three Business Days after the date on which the Bank shall have received such compliance certificate from
 Borrower.  Upon the occurrence and during the continuance of an Event of Default under clause (2) of the
 definition of Event of Default, or following notice thereof from the Bank upon the occurrence and during the
 continuance of any other Event of Default, the LIBOR Interest Rate Margin shall be set at Level I.



3.     Effect
 on theRevolving Note.  Except as specifically amended above, the Revolving Note shall remain in full
 force and effect and is hereby ratified and confirmed.  This Amendment Two shall be annexed to the Revolving Note
 as an allonge thereto, shall be effective even if not so annexed, and shall be deemed to be part of the Revolving
 Note.

4.     Revolving
 Loan Agreement Amendments.  Effective as of the date hereof, the Revolving Loan Agreement
 is modified as follows:

a.     References
 in the Revolving Loan Agreement to October 31, 2007 are hereby amended to read December 31,
 2007.

b.     Section
 2(a) of the Revolving Loan Agreement is amended (i) to change the period at the end of paragraph (7) to a
 semi-colon and (ii) to add thereto the following paragraphs 8, 9 and 10:

(8)
 The personal guaranty of E. Gerald Kay, pursuant to an agreement in form and substance satisfactory to Bank, with
 respect to up to $4,500,000 of the Liabilities, as defined in the Note, which guaranty (i) shall be reduced to a
 maximum of $3,000,000 in Liabilities if and when the Loan has been permanently reduced to $6,000,000 pursuant to
 Section 3(g) hereof and (ii) shall be released, together with the pledge referenced in the following paragraph,
 if and when the Borrower is in Covenant Compliance as defined in Section 3(g);

(9)
 A pledge by E. Gerald Kay, pursuant to an agreement in form and substance satisfactory to Bank, of cash and/or
 market securities acceptable to Bank (collectively, Liquid Assets) to Bank with a value of at least
 $1,500,000 in the aggregate, which pledge agreement shall (i) require Mr. Kay a pledge of Liquid Assets with a
 value at all times of at least $1,500,000 and to add Liquid Assets to the pledged collateral if the value of the
 then existing collateral drops below such $1,500,000 and (ii) prohibit Mr. Kay from encumbering any of his
 personal assets without the prior written consent of the Bank so long as such guarantee is in effect; and

(10)
 The personal guaranty of Carl DeSantis, pursuant to an agreement in form and substance satisfactory to Bank, with
 respect to up to $1,500,000 of the Liabilities, as defined in the Note, which guaranty shall be released if and
 when the immediately preceding paragraph 2(a)(9) is complied with.

c.     Section
3(g) of the Revolving Loan Agreement is amended and restated to read in its entirety as follows:



(g)     after
 giving effect to the making of such Loan on such Borrowing Date, the aggregate principal amount of all Loans then
 outstanding does not exceed (i) $15,000,000 if the Borrower has met the Covenant Thresholds, as defined below or
 (ii) $7,500,000, if the Borrower has not met the Covenant Thresholds, as defined below, which $7,500,000 amount
 shall be permanently reduced, but not below $6,000,000, by each payment of the Loan made on or after the date
 hereof.  For the avoidance of doubt, no portion of the $1,500,000 difference between the $7,500,000 above and the
 $6,000,000 above may be reborrowed once it has been repaid.  For purposes of this paragraph Borrower shall have
 met the Covenant Thresholds if (i)(A) at the end of the Borrowers then most recently ended fiscal quarter,
 Borrowers Total Leverage Ratio, based on trailing twelve month EBITDA, did not exceed 4.50 to 1.00, and (B)
 Borrowers Consolidated EBITDA, for the twelve months ending on the last day of Borrowers then most
 recently ended fiscal quarter, was at least $5,500,000 and (C) Borrowers Consolidated Fixed Charge Coverage
 Ratio, for the twelve month period ending on the last day of Borrowers then most recently ended fiscal
 quarter, was not less than 1.75 to 1.00 or (ii) the most recent fiscal quarter end of Borrower is June 30, 2008
 or later and, as of such fiscal quarter end and for the applicable periods then ended, Borrower is in compliance
with the provisions of Sections 5(f), 5(g) and 5(h) hereof; and



d.     The
 following new Section 3(h) is added to the Revolving Loan Agreement immediately following Section 3(g) therein:



(h)     the
 documents referenced in Section 2(a), as amended from time to time in accordance with their terms, shall remain
in full force and effect as of such Borrowing Date.



e.     Section
 5(g) of the Revolving Loan Agreement is amended and restated to read in its entirety as follows:

(g)     Minimum
 Consolidated EBITDA.  Borrower shall not permit Consolidated EBITDA for any Test Period set forth in the table
 below, tested as of the last day of such Test Period, to be less than the amount indicated:

|Test Period                                    | MinimumConsolidated EBITDA
|---------------------------------------------- | --------------------------
|July 1, 2006  June 30, 2007                   | $300,000                  
|July 1, 2007  - September 30, 2007             | ($750,000)                
|July 1, 2007  December 31, 2007               | $1,875,000                
|July 1, 2007  March 31, 2008                  | $3,925,000                
|Each successive four quarter period thereafter | $5,500,000               



f.     The
 following new Section 5(p) is added to the Revolving Loan Agreement immediately following Section 5(o) therein:



(p)     Monthly
 Financial Statements.  As soon as available and in any event within twenty (20) days after the end of
 each calendar month of Borrower and its affiliates, the Borrower shall deliver to the Bank Borrowers
 internally prepared financial statements and a statement by the Chief Financial Officer of the Borrower
 certifying that, to the  best of his or her knowledge: (i) such statements adequately represent the Borrowers
 financial condition, and (ii) no material adverse changes to the Borrowers accounting policies or changes
in the Borrowers business have occurred.



g.     The
 following new Section 7(e) is added to the Revolving Loan Agreement immediately following Section 7(d) therein:



(e)     Pledge
 of Assets.   If there is not in place, by October 26, 2007, a pledge by E. Gerald Kay, pursuant to an
 agreement in form and substance satisfactory to Bank, of cash and/or market securities acceptable to Bank
 (collectively, Liquid Assets) to Bank with a value of at least $1,500,000 in the aggregate, which
 pledge agreement shall (i) require Mr. Kay a pledge of Liquid Assets with a value at all times of at least
 $1,500,000 and to add Liquid Assets to the pledged collateral if the value of the then existing collateral drops
 below such $1,500,000 and (ii) prohibit Mr. Kay from encumbering any of his personal assets without the prior
written consent of the Bank so long as such guarantee is in effect.



h.     Section
 7 of the Revolving Loan Agreement is hereby amended to add the following at the end thereof:

(e)
 If any of the documents referenced in Section 2(a)(8), Section 2(a)(9) or Section 2(a)(10) hereof shall cease to
 be in full force and effect except in accordance with the terms of such Sections.



5.     Effect
 on theRevolving Loan Agreement.  Except as specifically amended above, the Revolving Loan Agreement
 shall remain in full force and effect and is hereby ratified and confirmed.

6.     Term
 Loan Agreement Amendment.   Effective as of the date hereof, the Term Loan Agreement is modified as follows:

a.     Section
 4(g) is amended and restated to read in its entirety as follows:

(g)     Minimum
 Consolidated EBITDA.  Borrower shall not permit Consolidated EBITDA for any Test Period set forth in the table
 below, tested as of the last day of such Test Period, to be less than the amount indicated:



|Test Period                                    | MinimumConsolidated EBITDA
|---------------------------------------------- | --------------------------
|July 1, 2006  June 30, 2007                   | $300,000                  
|July 1, 2007  - September 30, 2007             | ($750,000)                
|July 1, 2007  December 31, 2007               | $1,875,000                
|July 1, 2007  March 31, 2008                  | $3,925,000                
|Each successive four quarter period thereafter | $5,500,000               



b.     The
 following new Section 4(p) is added to the Term Loan Agreement immediately following Section 4(o) therein:



(p)     Monthly
 Financial Statements.  As soon as available and in any event within twenty (20) days after the end of
 each calendar month of Borrower and its affiliates, the Borrower shall deliver to the Bank Borrowers
 internally prepared financial statements and a statement by the Chief Financial Officer of the Borrower
 certifying that, to the  best of his or her knowledge: (i) such statements adequately represent the Borrowers
 financial condition, and (ii) no material adverse changes to the Borrowers accounting policies or changes
in the Borrowers business have occurred



c.     The
 following new Section 6(e) is added to the Term Loan Agreement immediately following Section 6(d) therein:



(e)     Pledge
 of Assets.   If there is not in place, by October 26, 2007, a pledge by E. Gerald Kay, pursuant to an
 agreement in form and substance satisfactory to Bank, of cash and/or market securities acceptable to Bank
 (collectively, Liquid Assets) to Bank with a value of at least $1,500,000 in the aggregate, which
 pledge agreement shall (i) require Mr. Kay a pledge of Liquid Assets with a value at all times of at least
 $1,500,000 and to add Liquid Assets to the pledged collateral if the value of the then existing collateral drops
 below such $1,500,000 and (ii) prohibit Mr. Kay from encumbering any of his personal assets without the prior
written consent of the Bank so long as such guarantee is in effect.



7.     
 Effect on the Term Loan Agreement.  Except as specifically amended above, the Term Loan Agreement shall
 remain in full force and effect and is hereby ratified and confirmed.

8.     Waiver
 and Post-Closing Matters.   Bank hereby waives (i) the Events of Default consisting of Borrowers failure
 to comply with Sections 5(f), 5(g) and 5(h) of the Revolving Loan Agreement and Sections 4(f), 4(g) and 4(h) of
 the Term Loan Agreement for the period ending June 30, 2007, (ii) Borrowers compliance with Sections 5(f)
 and 5(h) of the Revolving Loan Agreement and Sections 4(f) and 4(h) of the Term Loan Agreement for the periods
 ending September 30, 2007, December 31, 2007 and March 31, 2008 and (iii) any Events of Default occurring prior
 to the date hereof pursuant to the Post-Closing Letter dated as of April 2, 2007 by and between Borrower and
 Bank, as amended (the Post-Closing Letter).    Borrower and Bank hereby agree that all items
 referenced in the Post-Closing Letter and not yet delivered shall be delivered on or before October 12, 2007.
 Any failure to comply with the foregoing sentence shall be an Event of Default.

9.     Consent.
 Bank hereby (a) consents to the divestiture by Borrower of 81% of the Equity Interests in INB Biotechnologies,
 Inc. in the form of a dividend to shareholders and (ii) waives any violation of Section 6(f) of Revolving Loan
 Agreement and Section 5(f) of the Term Loan Agreement which would otherwise have resulted from such sale;
 provided that this consent and waiver shall be effective only if (i) any proceeds received by Borrower from
 such transaction are promptly utilized to pay, in part, the Term Note and (ii) the guarantee given to Bank by INB
 Biotechnologies, Inc. and the security interest granted to Bank by it in support thereof shall remain in place
 following such divestiture.

10.     Representations
 and Warranties.  Borrower makes the following representations and warranties which shall be deemed to be
 continuing representations and warranties so long as any Liabilities remain unpaid:

10.1     Authorization.
 Borrower has the power and authority to borrow under the Revolving Note, the Revolving Loan Agreement and the
 Term Loan Agreement, as amended by this Amendment Two, and to execute, deliver and perform this Amendment Two and
 any documents delivered in connection with it, all of which have been duly authorized by all proper and necessary
 corporate action.

10.2     Binding
 Effect.  This Amendment Two has been duly executed and delivered by Borrower and the Revolving Note, Revolving
 Loan Agreement and Term Loan Agreement, each as amended by this Amendment Two, constitute the legal, valid and
 binding obligation of Borrower, enforceable in accordance with their terms, except as the enforceability thereof
 may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement
 of creditors rights.

10.3     Consents;
 Governmental Approvals.   No consent or authorization of, filing with, notice to or other act by or in respect
 of, any Governmental Authority or any other Person is required in connection with the execution or delivery of
 this Amendment Two or any other document executed and delivered by Borrower herewith, the consummation by
 Borrower of the transactions herein contemplated or the performance of or compliance by the Borrower with the
 terms and conditions hereof or thereof.

10.4     Representations
 and Warranties.   Except as disclosed to the Bank in writing, the representations and warranties contained in
 the Revolving Loan Agreement, as amended by this Amendment Two, are true on and as of the date hereof with the
 same force and effect as if made on and as of the date hereof.

10.5     Absence
 of Conflicts.    Neither the execution and delivery of this Amendment Two by Borrower or any other document
 executed and delivered by Borrower herewith, nor the consummation by Borrower of the transactions herein or
 therein contemplated, nor performance of or compliance by the Borrower with the terms and conditions hereof or
 thereof, as the case may be, does or will

(a)     violate
 or conflict with any Law, or

(b)     violate,
 conflict with or result in a breach of any term or condition of, or constitute a default under, or result in (or
 give rise to any right, contingent or otherwise, of any Person to cause) any termination, cancellation,
 prepayment or acceleration of performance of, or result in the creation or imposition of (or give rise to any
 obligation, contingent or otherwise, to create or impose) any Security Interest upon the assets of Borrower
 (except for any Security Interest in favor of Bank securing the Liabilities) pursuant to, or otherwise result in
 (or give rise to any right, contingent or otherwise, of any Person to cause) any change in any right, power,
 privilege, duty or obligation of Borrower under or in connection with,

(i)     the
 governing documents of Borrower,

(ii)     any
 contractual obligations creating, evidencing or securing any Debt to which Borrower is a party or by which it or
 any of its properties (now owned or hereafter acquired) may be subject or bound, or

(iii)     any
 other contractual obligation of Borrower, where the violation, conflict, breach or default, or result, is, has or
 would be reasonably likely to be or have a material adverse effect on Borrowers business or financial
 condition or results, or

(c)     require
 the consent of, or notice to, any Person pursuant to any of the items referenced in clauses (i), (ii) or (iii) of
 Section 6.5 above, which consent has not been obtained or which notice has not been given.

10.6     No
 Events of Default.   No Default and no Event of Default has occurred or is continuing, except any Default or
 Event of Default that has been waived by the Bank in writing.

10.7     No
 Material Misstatements.  Neither this Amendment Two nor any document delivered to Bank by or on behalf of
 Borrower to induce Bank to enter into this Amendment Two contains any untrue statement of a material fact or
 omits to state a material fact necessary to make the statements herein or therein not misleading in light of the
 circumstances in which they were made.

11.     Conditions
 of Amendment.   The Bank shall have no obligation to execute or deliver this Amendment Two until each of the
 following conditions shall have been satisfied:

11.1     Borrower
 shall have duly executed this Amendment Two.

11.2     Borrower
 shall have taken all appropriate corporate action to authorize the execution and delivery of this Amendment Two
 and the taking of all other action contemplated by this Amendment Two, and the Bank shall have been furnished
 with copies of all such corporate action, certified by a duly authorized representative of Borrower as being true
 and correct and in full force and effect without amendment on the date hereof, and such other corporate documents
 as Bank may request.

11.3     Borrower
 shall have delivered to Bank any and all consents necessary to permit the transactions contemplated by this
 Amendment Two.

11.4     Borrower
 shall have delivered to the Bank the documents referenced in Section 4(b) above and the same shall remain in full
 force and effect except as otherwise specifically provided in Section 2(a) of the Revolving Loan Agreement, as
 amended hereby.

11.5     Borrower
 shall have paid the fees and disbursements of Banks counsel in connection with this Amendment Two.

11.6     Borrower
 shall have delivered to Bank such additional documentation, consents, authorizations, insurance certificates,
 opinions of counsel and other instruments and agreements as Bank or its counsel may reasonably require.  All such
 documentation, instruments and other legal matters in connection with this Amendment Two shall be satisfactory in
 form and substance to the Bank and its counsel.

12.     Miscellaneous.

12.1     Effect
 on Loan Documents.    The Borrower hereby ratifies and confirms the terms of the Loan Documents and agrees
 that, except as specifically amended hereby, the Loan Documents remain in full force and effect.

12.2     Entire
 Agreement; Binding Effect.  The Revolving Loan Agreement, as amended by this Amendment Two, represents the
 entire understanding and agreement between the parties hereto with respect to the subject matter hereof.  This
 Amendment Two supersedes all prior negotiations and any course of dealing between the parties with respect to the
 subject matter hereof.    This Amendment Two shall be binding upon Borrower and its successors and assigns, and
 shall inure to the benefit of, and be enforceable by Bank and its successors and assigns.

12.3     Severability.
 If any provision of this Amendment Two shall be determined by a court to be invalid, such provision shall be
 deemed modified to conform to the minimum requirements of applicable law.

12.4     Headings.
 The section headings inserted in this Amendment Two are provided for convenience of reference only and shall not
 be used in the construction or interpretation of this Amendment Two.

12.5     Reaffirmation.
   Reference is made to the following documents executed and delivered by Borrower to Bank (i) an Accounts
 Receivable Continuing Security Agreement dated on or about September 1, 2006 (the Existing Security
 Agreement), (ii) the Inventory Rider (Rider A) to Accounts Receivable Continuing Security Agreement
 attached thereto (the Inventory Rider) and (iii) the Equipment Rider (Rider B) to Accounts
 Receivable Continuing Security Agreement attached thereto (the Equipment Rider and, together
 with the Security Agreement and Inventory Rider, the Security Agreement)) and (iv) a Deposit
 Account Pledge Agreement dated on or about September 1, 2006 (the Pledge Agreement), all to
 secure payment and performance of any and all indebtedness and obligations of Borrower to Bank, whether then
 existing or thereafter incurred, of every kind and character; and each of the documents referenced in this
 paragraph is hereby ratified and reaffirmed in its entirety and remains in full force and effect.

13.     Execution
 in Counterparts.  This Amendment Two may be executed in any number of counterparts, each of which when so
 executed and delivered shall be deemed to be an original and all or which taken together shall constitute but one
 and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment Two by
 telecopier shall be effective as delivery of a manually executed counterpart of this Amendment Two.

14.     Governing
 Law.  Pursuant to Section 5-1401 of the New York General Obligations Law, the whole of this Amendment Two
 and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance
 with, the laws of the State of New York without regard to any conflicts-of-laws rules which would require
 the application of the laws of any other jurisdiction.

---



IN
 WITNESS WHEREOF, the parties hereto have caused this Amendment Two to be duly executed and delivered by their
 proper and duly authorized representatives as of the day and year first above written.



| | INTEGRATED BIOPHARMA, INC.     
| | -------------------------------
| |                                
| | By: /s/ E. Gerald Kay          
| | Name:  E. Gerald Kay           
| | Title:  Chief Executive Officer
| |                                
| |                                
| |                                
| | AMALGAMATED BANK               
| | By:  /s/ Gary Harkins          
| | Name:  Gary Harkins            
| | Title:  Vice President