Exhibit 10.21

                                 EXECUTION COPY

                            INVESTOR RIGHTS AGREEMENT


                  THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") dated as of
June 25, 2003, by and between INTEGRATED BIOPHARMA, INC., a Delaware corporation
(the "Company") and the investor listed below (the "Investor").

                   WHEREAS, the Company has commenced a private offering of
shares of Series A Convertible Preferred Stock (the "Series A Preferred") up to
$20,000,000 and warrants ("Warrants") for 175,000 shares of the Company's common
stock (the "Offering");

                  WHEREAS, the Company has entered into a certain Subscription
Agreement with the Investor dated the date hereof pursuant to which the Investor
has subscribed for 9,500 shares of Series A Preferred for a purchase price of
$9,500,000, a copy of which Subscription Agreement is attached hereto as Exhibit
A and the Warrants;

                  WHEREAS, the Company and the Investor desire to enter into
this Agreement to provide for certain registration rights of Investor as a
holder of the Series A Preferred and the Warrants;

                  WHEREAS, unless otherwise provided in this Agreement,
capitalized terms used herein shall have the meanings set forth in Section 10
hereof.

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and promises contained herein, the parties agree as follows:

1. Registration Rights.

(a) Requests for Registration. After January 1, 2004, the Holder of Registrable
Securities will be entitled to request registration under the Securities Act of
all or any part of the Registrable Securities on Form S-1 (or any successor to
such form) (a "Demand Registration") provided that the Company shall not be
obligated to effect more than one (1) registration of the Registrable
Securities, whether by demand registration, piggy-back registration or
otherwise. The Company shall use its best efforts to cause such Registrable
Securities to be registered under the Securities Act; provided that the Company
shall have the right to delay such registration under certain circumstances for
one period not in excess of one hundred twenty (120) days in any twelve (12)
month period and shall not be obligated to effect a registration: (i) during the
one hundred eighty (180) day period commencing on the date of the Company's next
public offering; or (ii) if the Company delivers notice to the Holders within
thirty (30) days of any registration request of its intent to file a
registration statement for such initial public offering within ninety (90) days.
Within ten (10) days after receipt of any such request, the Company will give
written notice of such requested registration to any other Holders of
Registrable Securities. The Company will include in such registration all
Registrable Securities with respect to which it has received written requests
for inclusion therein within thirty (30) days after receipt of the Company's
notice subject to the limitations set forth herein. The Company shall cause its
management to cooperate fully and to use its best efforts to support the
registration of the Registrable Securities and the sale of the Registrable
Securities pursuant to such registration as promptly as is practicable. Such
cooperation shall include, but not be limited to, management's attendance and
reasonable presentations in respect of the Company at road shows with respect to
the offering of Registrable Securities.

(b) Right to Piggyback. The Holders shall be entitled to "piggy-back"
registration rights whenever the Company proposes to register any of its
securities under the Securities Act or on any demand registrations of any other
investors and the registration form to be used may be used for the registration
and contemplated disposition of Registrable Securities (a "Piggyback
Registration"). This Piggyback Registration right shall be subject to the right
of the Company and its underwriters to reduce the number of shares proposed to
be registered pro rata in view of market conditions. If the number of shares of
the Investor and any other investors, as applicable, are to be so reduced, then
no party shall sell shares in such registration other than the Company or the
Investor, if any, invoking the demand registration. In any such registration the
shares to be sold by the Investor shall not be reduced below 30% of the total
amount of securities included in such registration. No investor or stockholder
of the Company shall be granted piggyback registration rights which would reduce
the number of shares includable by the Holders of the Registrable Securities in
such registration without the consent of the Holders of at least two-thirds of
the Registrable Securities. In the case of any such proposed registration, the
Company will give prompt written notice to all the Holders of Registrable
Securities. The Company will include in such registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein within thirty (30) days after the receipt of the Company's
notice subject to the limitations set forth above.

(c) Expenses. The Company shall bear the Registration Expenses of all such
Demand or Piggyback Registrations.

(d) Other Restrictions. The Company hereby agrees that if it has previously
filed a registration statement with respect to Registrable Securities pursuant
to Section 1(a) or Section 1(b) and if such previous registration has not been
withdrawn or abandoned, the Company will not file or cause to be effected any
other registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act except on Form S-8 or any other similar form for employee benefit plans,
whether on its own behalf or at the request of any holder or holders of such
securities, until a period of at least three (3) months has elapsed from the
effective date of such previous registration or, if sooner, until all
Registrable Securities included in such previous registration have been sold.
(e) Transfer of Registration Rights. The Demand and Piggyback Registration
Rights provided in Section 1(a) and Section 1(b) of this Agreement may be
transferred together with the Registrable Securities to (i) any partner or
retired partner of any Holder which is a partnership; (ii) any member or former
member of any Holder which is a limited liability company; (iii) any family
member or trust for the benefit of any individual holder, or (iv) any transferee
that satisfies the criteria to be a Major Investor (as defined herein); provided
the Company is given written notice thereof.

         (f) Lock-Up Period. The Investor agrees that in the event of an
underwritten offering of the Company's common stock, if the underwriter requires
that the Company's officers, directors and holders of at least one (1%) percent
of the Company's common stock to agree to a Lock-Up Period (as defined herein),
then the Investor shall agree not to sell its shares of Registrable Securities
for a period not to exceed one hundred and eighty (180) days following the
effective date of the Company's public offering (the "Lock-Up Period").

2.       Registration Procedures. Whenever the Holders of Registrable Securities
         have requested that any Registrable Securities be registered pursuant
         to Section 1(a) or Section 1(b) of this Agreement, the Company shall
         use its best efforts to effect the registration and the sale of such
         Registrable Securities in accordance with the intended method of
         disposition thereof, and pursuant thereto the Company shall as
         expeditiously as possible:

(i)      prepare and file with the Commission a registration statement with
         respect to such Registrable Securities, which registration statement
         will state that the Holders of Registrable Securities covered thereby
         may sell such Registrable Securities either under such registration
         statement or, at any Holder's proper request, pursuant to Rule 144 (or
         any successor rule under the Securities Act), and use its best efforts
         to cause such registration statement to become effective;

(ii)     prepare and file with the Commission such amendments and supplements to
         such registration statement and the prospectus used in connection
         therewith as may be necessary to keep such registration statement and
         comply with the provisions of the Securities Act with respect to the
         disposition of all securities covered by such registration statement
         during such period in accordance with the intended methods of
         disposition by the sellers thereof set forth in such registration
         statement;

(iii)    furnish to each seller of Registrable Securities such number of copies
         of such registration statement, each amendment and supplement thereto,
         the prospectus included in such registration statement (including each
         preliminary prospectus) and such other documents as such seller may
         reasonably request in order to facilitate the disposition of the
         Registrable Securities owned by such seller;

(iv)     use its best efforts to register or qualify, if applicable, such
         Registrable Securities under such other securities or blue sky laws of
         such jurisdictions as any seller reasonably requests and do any and all
         other acts and things which may be reasonably necessary or advisable to
         enable such seller to consummate the disposition in such jurisdictions
         of the Registrable Securities owned by such seller (provided that the
         Company will not be required to (A) qualify generally to do business in
         any jurisdiction where it would not otherwise be required to qualify
         but for this subsection, (B) subject itself to taxation in any such
         jurisdiction, or (C) consent to general service of process in any such
         jurisdiction);

(v)      within one (1) business day of its occurrence, notify each seller of
         such Registrable Securities, at any time when a prospectus relating
         thereto is required to be delivered under the Securities Act, of the
         happening of any event as a result of which the prospectus included in
         such registration statement contains an untrue statement of a material
         fact or omits to state any fact necessary to make the statements
         therein not misleading, and, at the request of any such seller, the
         Company will promptly prepare a supplement or amendment to such
         prospectus so that, as thereafter delivered to the purchasers of such
         Registrable Securities, such prospectus will not contain an untrue
         statement of a material fact or omit to state any fact necessary to
         make the statements therein not misleading;

(vi)     cause all such Registrable Securities to be listed on each securities
         exchange or market on which similar securities issued by the Company
         are then listed;

(vii)    provide a transfer agent and registrar for all such Registrable
         Securities not later than the effective date of such registration
         statement;

(viii)   make available for inspection by any seller of Registrable Securities,
         any underwriter participating in any disposition pursuant to such
         registration statement, and any attorney, accountant or other agent
         retained by any such seller or underwriter, all financial and other
         records, pertinent corporate documents and properties of the Company,
         and cause the Company's officers, directors and employees to supply all
         information reasonably requested by any such seller, underwriter,
         attorney, accountant or agent in connection with such registration
         statement; and

(ix)     furnish, at the request of any Holder requesting registration of
         Registrable Securities pursuant to Section 1(a) or Section 1(b), if the
         method of distribution is by means of an underwriting, on the date that
         the shares of Registrable Securities are delivered to the underwriters
         for sale pursuant to such registration, or if such Registrable
         Securities are not being sold through underwriters, on the date that
         the registration statement with respect to such shares of Registrable
         Securities becomes effective, (A) a signed opinion, dated such date,
         of the independent legal counsel representing the Company for the
         purpose of such registration, addressed to the underwriters, if any,
         and if such Registrable Securities are not being sold through
         underwriters, then to the Holders making such request, as to such
         matters as such underwriters or the Holders holding a majority of the
         Registrable Securities included in such registration, as the case may
         be, may reasonably request; and (B) letters dated such date and the
         date the offering is priced from the independent certified public
         accountants of the Company, addressed to the underwriters, if any, and
         if such Registrable Securities are not being sold through underwriters,
         then to the Holders making such request (x) stating that they are
         independent certified public accountants within the meaning of the Act
         and that, in the opinion of such accountants, the financial statements
         and other financial data of the Company included in the Registration
         Statement or the prospectus, or any amendment or supplement thereto,
         comply as to form in all material respects with the applicable
         accounting requirements of the Act and (y) covering such other
         financial matters (including information as to the period ending not
         more than five business days prior to the date of such letters) with
         respect to the registration in respect of which such letter is being
         given as such underwriters or the Holders holding a majority of the
         Registrable Securities included in such registration, as the case may
         be, may reasonably request and as would be customary in such a
         transaction.
3.       Right of Participation. In the event the Company proposes to offer the
         New Securities to any person, the Investor and any Holders who purchase
         at least one thousand (1,000) shares of Series A Preferred (a "Major
         Investor") shall have the right to purchase a pro rata portion of such
         New Securities, with such pro rata portion to be determined based on
         the ratio of the number of shares of the Investor's Registrable
         Securities over the number of shares of the Company's issued and
         outstanding common stock ("Right of Participation"). Any New Securities
         not subscribed for by an eligible investor may be reallocated among
         other eligible investors. Such Right of Participation shall terminate
         upon a Qualified Offering (and shall not include a Qualified Offering).
         If the Investor does not notify the Company of its intention to
         participate within fifteen (15) days of the Company's notice of the
         offering of New Securities, the Right of Participation shall lapse for
         such offering of New Securities.
4.       Indemnification.
(a)      The Company will indemnify each Holder, each Holder's officers,
         directors, employees, agents, members and partners, and each Person
         controlling, controlled by or under common control with such Holder,
         with respect to which registration, qualification or compliance of such
         Holder's securities has been effected pursuant to this Agreement, and
         each underwriter, if any, and each Person who controls any underwriter,
         against all claims, losses, damages and liabilities (or actions in
         respect thereof), joint or several, arising out of or based on any
         untrue statement (or alleged untrue statement) of a material fact
         contained in any registration statement, prospectus, offering circular
         or other document (including any related registration statement
         notification or the like) incident to any such registration,
         qualification or compliance, or based on any omission (or alleged
         omission) to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, or
         any violation by the Company of the Securities Act or any rule or
         regulation thereunder applicable to the Company and relating to action
         or inaction required of the Company in connection with any such
         registration, qualification or compliance, and will reimburse each such
         Holder, each Holder's officers, directors, employees, agents, members
         and partners, and each Person controlling each such Holder, each such
         underwriter and each Person who controls any such underwriter, for any
         legal and any other expenses reasonably incurred in connection with
         investigating or defending any such claim, loss, damage, liability or
         action, provided that the Company will not be liable to a Holder in any
         such case to the extent that any such claim, loss, damage, liability or
         action arises out of or is based on any untrue statement or omission of
         material fact based upon written information furnished to the Company
         by such Holder or underwriter and stated to be specifically for use
         therein.
(b)      Each Holder and Requesting Stockholder will severally, not jointly, if
         Registrable Securities held by it are included in the securities as to
         which such registration, qualification or compliance is being effected,
         indemnify the Company, each of the Company's directors and officers and
         each underwriter, if any, of the Company's securities covered by such
         registration statement, each Person who controls the Company or such
         underwriter within the meaning of the Securities Act and the rules and
         regulations thereunder, each other Holder, Requesting Stockholder or
         any other holder of securities included in the offering and each of
         their respective officers, directors, employees, agents, members and
         partners, and each Person controlling such other Holder, Requesting
         Stockholder and any other holders of securities included in the
         offering, against all claims, losses, damages and liabilities (or
         actions in respect thereof), joint or several, arising out of or based
         on any untrue statement (or alleged untrue statement) of a material
         fact contained in any such registration statement, prospectus, offering
         circular or other document incident to any such registration,
         qualification or compliance, or based on any omission (or alleged
         omission) to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading, and
         will reimburse the Company, its officers and directors, each
         underwriter, each Person controlling the Company or such underwriter,
         each other Holder and Requesting Stockholders, their officers,
         directors, employees, agents, members, partners and control persons for
         any legal or any other expenses reasonably incurred in connection with
         investigating or defending any such claim, loss, damage, liability or
         action, in each case to the extent, but only to the extent, that such
         untrue statement (or alleged untrue statement) or omission (or alleged
         omission) is made in such registration statement, prospectus, offering
         circular or other document in reliance upon and in conformity with
         written information furnished to the Company by such Holder or
         Requesting Stockholder and stated to be specifically for use therein;
         provided, however, that the obligations of each such Holder and
         Requesting Stockholder hereunder shall be limited to an amount equal to
         the net proceeds (after deduction of underwriting discounts and selling
         commissions, if any) received by each such Holder or Requesting
         Stockholder of securities sold as contemplated herein. (c) Each party
         entitled to indemnification under this Section 4 (the "Indemnified
         Party") shall give notice to the party required to provide
         indemnification (the "Indemnifying Party") promptly after such
         Indemnified Party has actual knowledge of any claim as to which
         indemnity may be sought, and shall permit the Indemnifying Party to
         assume the defense of any such claim or any litigation resulting
         therefrom, provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or any litigation resulting
         therefrom, shall be approved by the Indemnified Party (whose approval
         shall not be unreasonably withheld) and the Indemnified Party may
         participate in such defense at such party's expense, and provided
         further that the failure of any Indemnified Party to give notice as
         provided herein shall not relieve the Indemnifying Party of its
         obligations under this Agreement unless such failure has had a material
         adverse effect on such claim. The parties to this Agreement reserve any
         rights to claim under this Agreement for damages actually incurred by
         reason of any failure of the Indemnified Party to give prompt notice of
         a claim. To the extent counsel for the Indemnifying Party shall in such
         counsel's reasonable judgment, have a conflict in representing an
         Indemnified Party in conjunction with the Indemnifying Party or other
         Indemnified Parties, such Indemnified Party shall be entitled to
         separate counsel at the expense of the Indemnifying Party subject to
         the approval of such counsel by the Indemnified Party (whose approval
         shall not be unreasonably withheld). No Indemnifying Party, in the
         defense of any such claim or litigation, shall, except with the consent
         of each Indemnified Party, consent to entry of any judgment or enter
         into any settlement which does not include as an unconditional term
         thereof the giving by the claimant or plaintiff to such Indemnified
         Party of a release from all liability in respect of such claim or
         litigation. Each Indemnified Party shall furnish such information
         regarding itself or the claim in question as an Indemnifying Party may
         reasonably request in writing and as shall be reasonably required in
         connection with the defense of such claim and any litigation resulting
         therefrom.

         5. Restrictive Legend. Each certificate representing the Series A
Preferred Stock or any Shares or other securities issued in respect thereof,
upon any stock split, stock dividend, recapitalization, merger, consolidation or
similar event shall be stamped or otherwise imprinted with a legend in the
following form (in addition to any legend required under applicable state
securities laws and any other applicable agreement(s)):

                  "THIS SERIES A PREFERRED STOCK CERTIFICATE AND THE COMMON
                  STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR
                  ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD,
                  ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (1) A
                  REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
                  THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE
                  COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER
                  COUNSEL TO THE HOLDER OF SUCH SERIES A PREFERRED STOCK
                  CERTIFICATE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
                  SERIES A PREFERRED STOCK CERTIFICATE MAY BE PLEDGED, SOLD,
                  ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
                  SECURITIES LAWS."

         6. Information by the Holders and Requesting Stockholders. Each Holder
of Registrable Securities, and each Requesting Stockholder holding securities
included in any registration, shall furnish to the Company such information
regarding such Holder or Requesting Stockholder and the distribution proposed by
such Holder or Requesting Stockholder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement.

         7. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to:

         (a) make and keep public information available as those terms are
understood and defined and interpreted in and under Rule 144 under the
Securities Act ("Rule 144"), at all times from and after the date hereof;

         (b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
at any time after it has become subject to such reporting requirements; and

         (c) so long as the Holders own any Restricted Securities, furnish to
the Holders forthwith upon request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 and of the Securities Act
and the Exchange Act (at any time after it has become subject to such reporting
requirements), a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed as any Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing any Holder to sell any such securities without registration.

         8. Participation in Underwritten Registrations. Subject to the right of
any Holder or Holders to withdraw any request for registration, no Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable and customary
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.

         9. Selection of Underwriters. If any Demand Registration is an
underwritten offering, the Holders of sixty and two-thirds percent (66 2/3%) of
the Registrable Securities included in such registration in the event of any
other registration shall have the right to select the investment banking firm to
be lead manager of the offering, subject to the approval of the Company (which
approval will not be unreasonably withheld). If any registration other than a
Demand Registration is an underwritten offering, the Company will have the right
to select the investment banking firm to be lead manager of the offering.

         10. Definitions. As used herein, the following terms have the following
meanings:

              "Act" means the Securities Act of 1933, as amended.

              "Commission" means the Securities and Exchange Commission.
               ----------

              "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

              "Holders" means the Investors or any Person to whom an Investor or
               transferee(s) of an Investor has assigned, transferred or
               otherwise conveyed the Securities or the Shares.

              "New Securities" means any capital stock of the Company whether
               now authorized or not, and rights, options or warrants to
               purchase such capital stock, and securities of any type
               whatsoever that are, or may become, convertible into capital
               stock; exclusive of the following: (i) securities purchased under
               the Subscription Agreement; (ii) securities issued upon
               conversion of the Series A Preferred; (iii) securities issued
               pursuant to the acquisition of another business entity or
               business segment of any such entity by the Company by merger,
               purchase of substantially all the assets or other reorganization
               whereby the Company will own more than fifty percent (50%) of the
               voting power of such business entity or business segment of any
               such entity; (iv) securities issued in connection with any
               borrowings, direct or indirect, from financial institutions or
               other persons by the Company, whether or not presently
               authorized, including any type of loan or payment evidenced by
               any type of debt instrument; (v) securities issued to employees,
               consultants, officers, directors or advisors of the Company
               pursuant to any stock option, stock purchase or stock bonus plan,
               agreement or arrangement approved by the Board of Directors; (vi)
               securities issued in connection with obtaining lease financing,
               whether issued to a lender, lessor, guarantor or other person and
               approved by the Board of Directors; (vii) securities issued to
               leasing companies, landlords, lenders and other providers of
               goods and services to the Company and approved by the Board of
               Directors; (viii) securities issued in a public offering pursuant
               to a registration under the Securities Act; (ix) securities
               issued in connection with any stock split, stock dividend or
               recapitalization of the Company; (x) securities issued in
               connection with strategic transactions involving the Company and
               other entities, including (A) joint ventures, manufacturing,
               marketing or distribution arrangements or (B) technology license,
               transfer or development arrangements; provided that such
               strategic transactions and the issuance of shares therein, have
               been approved by the Company's Board of Directors; and (xi) any
               right, option or warrant to acquire any security convertible into
               the securities excluded from the definition of New Securities
               pursuant to subsections (i) through (x) above.

              "Qualified Offering" means a public offering of shares of the
               common stock of the Company by the Company at a per share price
               not less than the conversion price per each share of Series A
               Preferred for that year (as adjusted for stock splits, dividends,
               subdivision, combination, reorganization, reclassification or
               similar events) and for a total offering of not less than $5
               million (before deduction of underwriters commissions and
               expenses).

              "Person" means any individual, corporation, limited liability
               company, partnership, association, trust or any other entity or
               organization, including a government or political subdivision or
               an agency or instrumentality thereof.

              "Registrable Securities" means any Shares issued or issuable upon
               the exercise or conversion of the Securities (including any
               Securities that may be issued as interest with respect to any
               Security) or in respect of the Shares issued or issuable upon the
               exercise or conversion of any Securities upon any stock split,
               stock dividend, recapitalization or similar event and the shares
               of the Company's common stock underlying the Warrants.

              "Registration Expenses" means, exclusive of underwriting discounts
               and commissions, all expenses incurred by the Company in
               compliance with Section 1 of this Agreement, including without
               limitation, all registration and filing fees, printing expenses,
               fees and disbursements of counsel of the Company, blue sky fees
               and expenses, and reasonable fees and disbursements of one
               special counsel of the Investor not to exceed $25,000.

              "Restricted Securities" means the securities of the Company
               required to bear or bearing the legend set forth in Section 5 of
               this Agreement.

              "Requesting Stockholders" means holders of securities of the
               Company entitled to have securities included in any registration
               pursuant to Section 1(b) and who shall request such inclusion.

              "Securities Act" means the Securities Act of 1933, as amended.

              "Shares" means the shares of common stock which may be issued upon
               the exercise of all or a portion of the Securities. The term
               Shares does not include any other shares of common stock or other
               capital stock of the Company.

         11. Remedies. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement.

         12. Term. The term of this Agreement shall commence on the date hereof
(the "Effective Date") and shall continue in full force and effect until the
fifth anniversary of the Effective Date whereupon the term of this Agreement
shall expire.

         13. Amendments and Waivers. The provisions of this Agreement may be
amended or waived only upon the prior written consent of the Company and the
Holders of sixty and two-thirds percent (66 2/3%) of the Registrable Securities.

         14. Delays or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any Investor or Holder upon any breach or default of
the Company under this Agreement shall impair any such right, power or remedy of
such Holder or Investor nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence, therein, or of or in any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any holder of any breach or default under this
Agreement, or any waiver on the part of any Investor or Holder of any provisions
or conditions of this Agreement must be, made in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either
under this Agreement or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.

         15. Successors and Assigns. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of this Agreement which are for the benefit of the
Holders of Registrable Securities are also for the benefit of, and enforceable
by, any subsequent holder of Registrable Securities. The registration rights
provided in this Agreement may be transferred without restriction and shall
inure to and be enforceable by any and all Holders of Registrable Securities,
including, without limitation, any successors, assigns, transferees, heirs,
executors and administrators of the Investors.

         16. Severability. Unless otherwise expressly provided herein, each
Investor's or Holders rights and obligations hereunder are several rights and
obligations, not rights and obligations jointly held with any other person. In
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

         17. Counterparts; Facsimile Transmission. This Agreement may be
executed simultaneously in two or more counterparts, any one of which need not
contain the signatures of more than one party, but all such counterparts taken
together shall constitute one and the same Agreement. Each party to this
Agreement agrees that it will be bound by its own facsimile signature and that
it accepts the facsimile signature of each other party to this Agreement.

         18. Descriptive Headings. The titles of the articles, sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.

         19. Governing Law. This Agreement and the rights of the parties
hereunder shall be governed in all respects by the laws of the State of Delaware
wherein the terms of this Agreement were negotiated, excluding to the greatest
extent permitted by law any rule of law that would cause the application of the
laws of any jurisdiction other than the State of Delaware.

         20. Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable overnight courier service (charges
prepaid) or 48 hours after deposited in the United States mail, certified or
registered to the recipient by postage prepaid or by facsimile. Such notices,
demands and other communications shall be sent to the Investor and to the
Company at the address of its corporate headquarters set forth below or to such
other address or to the attention of such other Person as the recipient party
has specified by prior written notice to the sending party.

To the Company:

         Integrated BioPharma, Inc.
         225 Long Avenue
         New Jersey, 07205
         Attention: Chief Executive Officer
         Tel: 973-926-0816
         Fax: 973-926-1735

To Carl DeSantis:

         =============
         Tel:  ____________________
         Fax: ____________________




                      [THIS SPACE INTENTIONALLY LEFT BLANK]



<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                           COMPANY

                           INTEGRATED BIOPHARMA, INC.

                              By: /s/ E. Gerald Kay
                              Name:    E. Gerald Kay
                              Title:   Chief Executive Officer


                              By:  /s/ Carl DeSantis
                              Name: Carl DeSantis