Exhibit 10.2



SECURITIES
PURCHASE AGREEMENT



THISSECURITIES
PURCHASE AGREEMENT, dated as of
February 19, 2008
(this Agreement),isby
and between INTEGRATED BIOPHARMA, INC.,
a Delaware corporation (the Company),
and[CDS Entity]
(Investor).

A.     The
Company wishes to sell toInvestor,
andInvestor
wishes to purchase from the Company,upon
the terms and subject to the conditions set forth in this Agreement, (i) an 9.5% Convertible Senior Secured Note
having a principal amount of $4,500,000 in the form attached hereto asExhibit
A (the Note),
and (ii) 3,000 shares of the Companys Series C Convertible Preferred Stock, having a stated value of $1,000
per share (the Series C Preferred Stock),
which series shall be designated pursuant to the Certificate of Designation in the form attached hereto asExhibit
B (the
Certificate
of Designation).



B.     The
Series C Preferred Stock shall (i) be convertible into shares of Common Stock, (ii) accrue dividends at a rate of
10% per annum, payable in additional shares of Series C Preferred Stock, and (iii) mature on February 1, 2013 and
be redeemed in shares of Common Stock.  The Note, the shares of Common Stock and Series C Preferred Stock to be
purchased by Investor hereunder, and the additional shares of Common Stock and Series C Preferred Stock issuable
hereunder or under the Certificate of Designation, are collectively referred to herein as the Securities.



C.The
Company has agreed to effect the registration of the shares of Common Stock issuable upon the conversion or
maturity date of the Series C Preferred Stock and the Note for resale by the holders thereof under the Securities
Act of 1933 (as amended, and the rules and regulations promulgated thereunder, the Securities
Act), pursuant to a Registration Rights
Agreement in the form attached hereto asExhibit C
(the Registration
Rights Agreement).



D.     The
sale of the Securities by the Company toInvestor,
and any issuance of the additional Securities, will be
effected in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (Regulation
D), as promulgated by theSecurities
and ExchangeCommission (theCommission)
under the Securities Act.



E.     The
Companys obligations hereunder and under the Note and the other transaction documents contemplated hereby
will be guaranteed by each of the Companys subsidiaries pursuant to a Guarantee in the form attached hereto
asExhibit D(the
Guarantee)
and secured by the assets of the Company and the Companys subsidiaries
pursuant to a Security Agreement in the form attached hereto asExhibit
E(the Security
Agreement).



In
consideration of the mutual promises made herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company andInvestor
hereby agree as follows:



1.TERMINOLOGY
AND USAGE.

1.1
Definitions.
When used herein, the termsbelowshall
have the respective meanings indicated:



Affiliate
means, as to any Person (the subject Person),
any other Person (a) that directly or indirectly through one or more intermediaries controls or is
controlled by, or is under direct or indirect common control with, the subject Person, (b) that directly or
indirectly beneficially owns or holds ten percent (10%) or more of any class of voting equity of the subject
Person, or (c) ten percent (10%) or more of the voting equity of which is directly or indirectly
beneficially owned or held by the subject Person. For the purposes of this definition, 

control
when used with respect to any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, through representation on such Persons
board of directors or other management committee or group, by contract or otherwise.Allocation
Amount has the meaning specified inSection
5.5 of this Agreement.Biotech
Spin-Off has the meaning specified inSection
5.12 of this Agreement.Biotech
Subsidiary means InB:Biotechnologies, Inc., a
New Jersey corporation.Board of Directors
means the Companys board of directors.Business
Day means any day other than a Saturday, a
Sunday or a day on which the Principal Market is closed or on which banks in the City of New York are required or
authorized by law to be closed.Cap Amountmeans
19.99% of the aggregate number of shares of Common Stock outstanding immediately prior to the Closing (subject to
adjustment upon a stock split, stock dividend, recapitalization, reorganization, reclassification or other event
that subdivides all of the outstanding shares of Common Stock).

Certificate
of Designation
has the meaning specified in the recitals of this Agreement.Closing
and Closing Date
have the respective meanings specified inSection2.1
of this Agreement.Commission
has the meaning specified in the recitals to this Agreement. Common
Stock has the meaning specified in the recitals
to this Agreement.

Company
Subsidiary means a Subsidiary of the Company.

Debt
means, as to any Person at any time: (a) all indebtedness, liabilities and obligations of such Person for
borrowed money; (b) all indebtedness, liabilities and obligations of such Person to pay the deferred purchase
price of Property or services, except trade accounts payable of such Person arising in the ordinary course of
business that are not past due by more than 90 days; (c) all capital lease obligations of such Person; (d) all
Debt of others guaranteed by such Person; (e) all indebtedness, liabilities and obligations secured by a Lien
(other than a Permitted Lien) existing on Property owned by such Person, whether or not the indebtedness,
liabilities or obligations secured thereby have been assumed by such Person or are non-recourse to such Person;
(f) all reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of
credit, bankers acceptances, surety or other bonds and similar instruments; and (g) all liabilities and
obligations of such Person to redeem or retire shares of capital stock of such Person.

Disclosure
Documents means all SEC Documents filed with the
Commission at least three (3) Business Days prior to the Execution Date and the unaudited Financial Statements
(including the notes thereon) as of and for the period ending December 31, 2007 delivered to Imperium pursuant to
this Agreement.



Effective
Date has the meaning specified in the
Registration Rights Agreement.Embargoed Person
has the meaning specified inSection 4.29
of this Agreement.Environmental
Law means any federal, state, provincial, local
or foreign law, statute, code or ordinance, principle of common law, rule or regulation, as well as any permit,
order, decree, judgment or injunction issued, promulgated, approved or entered thereunder, relating to pollution
or the protection, cleanup or restoration of the environment or natural resources, or to the public health or
safety, or otherwise governing the generation, use, handling, collection, treatment, storage, transportation,
recovery, recycling, discharge or disposal of hazardous materials.ERISA
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published
interpretations thereunder.Exchange Act
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.Execution
Date means the date of this Agreement. GAAP
means generally accepted accounting principles, applied on a consistent basis, as set forth in (i) opinions of
the Accounting Principles Board of the American Institute of Certified Public Accountants, (ii) statements of the
Financial Accounting Standards Board and (iii) interpretations of the Commission and the staff of the
Commission.  Accounting principles are applied on a consistent basis when the accounting principles
applied in a current period are comparable in all material respects to those accounting principles applied in a
preceding period.Governmental Authority
means any nation or government, any state, provincial or political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government,
including, without limitation, any stock exchange, securities market or self-regulatory organization.Governmental
Requirement means any law, statute, code,
ordinance, order, rule, regulation, judgment, decree, injunction, franchise, license or other directive or
requirement of any federal, state, county, municipal, parish, provincial or other Governmental Authority or any
department, commission, board, court, agency or any other instrumentality of any of them.

Guarantee
has the meaning specified in the recitals of this Agreement.

Holder
shall initially mean Imperium,providedthat
any Person that subsequently holds
anySecuritiesshall
also be deemed a Holder.

Holder
Party has the meaning specified inSection
5.10
of this Agreement.

Intellectual
Property means any U.S. or foreign patents,
patent rights, patent applications, trademarks, trade names, service marks, brand names, logos and other trade
designations (including unregistered names and marks), trademark and service mark registrations and applications,
copyrights and copyright registrations and applications, inventions, invention disclosures, protected formulae,
formulations, processes, methods, trade secrets, computer software, computer programs and source codes,
manufacturing research and similar technical information, engineering know-how, customer and supplier
information, assembly and test data drawings or royalty rights.



Issuance
Event has the meaning specified inSection
5.7
of this Agreement.Key
Employee has the meaning specified inSection
4.16 of this Agreement.Lien
means, with respect to any Property, any mortgage, pledge, hypothecation, assignment, deposit arrangement,
security interest, tax lien, financing statement, pledge, charge, or other lien, charge, easement, encumbrance,
preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on
or with respect to such Property (including, without limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as any of the foregoing).

Material
Adverse Effect means an effect that is material
and adverse to (i) the consolidated business, properties, assets, operations, results of operations, financial
condition, credit worthiness or prospects of the Company and the Company Subsidiaries taken as a whole, (ii) the
ability of the Company or any material Company Subsidiary to perform its obligations under this Agreement or the
other Transaction Documents or (iii) the rights and benefits to which a Holder is entitled under this Agreement,
the Note, the Certificate of Designation and the other Transaction Documents.

Material
Contracts means, as to the Company and the
Company Subsidiaries, any agreement required pursuant to Item 601 of Regulation S-B or Item 601 of Regulation
S-K, as applicable, promulgated under the Securities Act to be filed as an exhibit to any report, schedule,
registration statement or definitive proxy statement filed or required to be filed by the Company with the
Commission under the Exchange Act or any rule or regulation promulgated thereunder, and any and all amendments, modifications,
supplements, renewals or restatements thereof.



Note
has the meaning specified in the recitals of this Agreement.Pension
Plan means an employee benefit plan (as defined
in ERISA) maintained by the Company for employees of the Company or any of its Affiliates.Permitted
Debtmeans
the following:  (a) Debt disclosed onSchedule
1.1(i) hereto; and (b) Debt consisting
of capitalized lease obligations and purchase money indebtedness incurred in connection with acquisition of
capital assets and obligations under sale-leaseback or similar arrangements provided in each case that such
obligations are not secured by Liens on any assets of the Company or the Company Subsidiaries other than the
assets so leased.

Permitted
Liens means each of the following:

(a)Liens
disclosed onSchedule 1.1(ii)
hereto;

(b)encumbrances
consisting of easements, rights-of-way, zoning restrictions or other restrictions on the use of real Property or
imperfections to title that do not (individually or in the aggregate) materially impair the ability of the
Company or any Company Subsidiary to use such Property in its businesses, and none of which is violated in any
material respect by existing or proposed structures or land use;

(c)Liens
for taxes, assessments or other governmental charges (including without limitation in connection with workers
compensation and unemployment insurance) that are not delinquent or which are being contested in good faith by
appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property
subject to such Liens, and for which adequate reserves (as determined in accordance with GAAP) have been
established; and

(d)Liens
of mechanics, materialmen, warehousemen, carriers, landlords or other similar statutory Liens securing
obligations that are not yet due and are incurred in the ordinary course of business or which are being contested
in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of
the Property subject to such Liens, for which adequate reserves (as determined in accordance with GAAP) have been
established.

Person
means any individual, corporation, trust, association, company, partnership, joint venture, limited liability
company, joint stock company, Governmental Authority or other entity.  Principal
Market means the principal exchange, market or
quotation system on which the Common Stock is listed, traded or quoted.Property
means property and/or assets of all kinds, whether real, personal or mixed, tangible or intangible (including,
without limitation, all rights relating thereto).Pro
Rata Share means, with respect to a Holder, the
ratio determined by dividing (i) the principal amount of the Registrable Securities purchased hereunder by such
Holder at the Closing by (ii) the aggregate principal amount of all Registrable Securities purchased hereunder by
all of the Holders at the Closing.Purchase
Pricehas
the meaning specified inSection 2.1.Registrable
Securities has the meaning specified in the
Registration Rights Agreement.Registration
Rights Agreement has the meaning specified in
the recitals to this Agreement.Registration
Statement has the meaning specified in the
Registration Rights Agreement.Regulation D
has the meaning specified in the recitals to this Agreement.

Restricted
Payment means (a) any dividend or other
distribution (whether in cash, Property or obligations), direct or indirect, on account of (or the setting apart
of money for a sinking or other analogous fund for the benefit of) any shares of any class of capital stock of
the Company orthe Company
Subsidiaries now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to all of the holders of that class; (b) any redemption, exchange,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any
shares of any class of capital stock of the Company or any of its Affiliates now or hereafter outstanding, except
the Securities; (c) any prepayment of principal of, premium, if any, or interest on, or any redemption,
conversion, exchange, purchase, retirement, sinking fund or defeasance of, any Debt (whether upon acceleration of
such Debt or otherwise); (d) any loan, advance or payment to any officer, director or stockholder of the
Company or any of its Affiliates, exclusive of reasonable compensation and reimbursements paid to officers or
directors in the ordinary course of business; and (e) any repayment of the CDS Debt prior to the Termination Date.



Rule
144 means Rule 144 under the Securities Act or
any successor provision.

SEC
Documents means all reports, schedules,
registration statements and definitive proxy statements filed by the Company with the Commission.

Securitieshas
the meaning specified in the recitals of this Agreement.

Securities
Act has the meaning specified in the recitals of
this Agreement.

Security
Agreement
has the meaning specified in the recitals of this Agreement.

Series
C Preferred Stock
has the meaning specified in the recitals of this Agreement.

Stockholder
Cap Approval
means the affirmative vote by the holders of a majority of the votes
cast (including a majority of the votes cast by each class entitled to vote as a separate class) at a meeting of
the Companys stockholders, or approval by written consent in accordance with applicable law, approving the
issuance of Common Stock in excess of the Cap Amount.Subsidiary
means, with respect to any Person, any corporation or other entity of which at least a majority of the
outstanding shares of stock or other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors (or Persons performing similar functions) of such corporation or
entity (regardless of whether or not at the time, in the case of a corporation, stock of any other class or
classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries or by
such Person and one or more of its Subsidiaries.

Termination
Date means the first date on which the Note has
been repaid in full.Trading Day
means any day on which shares of Common Stock are purchased and sold on the Principal Market.Transaction
Documents means (i) this Agreement, (ii) the
Securities, (iii) the Certificate of Designation, (iv) the Registration Rights Agreement,(v)
theGuarantee, (vi) the Security Agreement,and
(vii)
all other agreements, documents and other instruments executed and delivered by or on behalf of the Company,any
Company Subsidiary or any oftheir
respective officers on or after the Closing in connection with
this Agreement.

Transfer
Agent has the meaning specified inSection
3.5 of this Agreement.



1.2     Other
Definitional Provisions.  All definitions contained in
this Agreement are equally applicable to the singular and plural forms of the terms defined.  The words hereof,
herein and hereunder and words of similar import contained in this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement.



2.PURCHASE
AND SALE OF THE NOTE AND THE SHARES.



2.1     Purchase
Price; Closing.  Upon the terms and subject to the
satisfaction or waiver of the conditions set forth inSections
2.2and2.3,
the Company agrees to sell andInvestor
agrees to purchase the Note and 3,000 shares of Series C Preferred
Stock for an aggregate purchase price of $7,500,000 (the Purchase
Price).  The closing of such purchase and sale
is hereinafter referred to as the Closing,
and the date on which the Closing occurs is hereinafter referred to as the Closing
Date.
The Closing will be deemed to occur at the offices of Mazzeo Song
& Bradham LLP, 708 Third Avenue, 19thFloor, New York, New York 10017, when each of the conditions to the
Closing described inSections
2.2
and2.3
has been satisfied or waived as specified therein.

2.2Conditions
to Investors Obligations at the Closing.  Investors
obligations to effect the Closing, including, without limitation, its obligation to purchase the Securities at
the Closing, are conditioned upon the fulfillment (or waiver by Investor in its sole and absolute discretion) of
each of the following events as of the Closing Date, and the Company shall use commercially reasonable efforts to
cause each of such conditions to be satisfied:



2.2.1the
representations and warranties of the Company set forth in this Agreement and in the other Transaction Documents
shall be true and correct in all material respects as of such date as if made on such date (except that to the
extent that any such representation or warranty relates to a particular date, such representation or warranty
shall be true and correct in all material respects as of that particular date);



2.2.2the
Company shall have complied with or performed in all material respects all of the agreements, obligations and
conditions set forth in this Agreement and in the other Transaction Documents that are required to be complied
with or performed by the Company on or before the Closing;



2.2.3the
Company shall have delivered to Investor a certificate, signed by the Secretary of the Company and each Company
Subsidiary, certifying true, complete and accurate copies of (i) the constituent organizational documents of each
such entity, each as amended through the Closing Date, and (ii) the resolutions passed by the board of directors
or similar governing body of each such entity authorizing the execution, delivery and performance of the
Transaction Documents to which such entity is a party;



2.2.4[Intentionally
Omitted]





2.2.5the
Company shall have delivered to Investor copies of (i) the executed Note, (ii) the executed stock certificates
representing the purchased shares of Common Stock and Series C Preferred Stock, (iii) the executed signature
pages of the Company and Company Subsidiaries to each of the other Transaction Documents to which they are a
party, and (iv) the certificates representing all of the stock, notes and other securities required to be pledged
by the Company and the Company Subsidiaries under the Security Agreement;



2.2.6the
Companys counsel shall have confirmed that it has in its possession the originals of each of the documents
specified inSection 2.2.5,
and such counsel shall have confirmed that all such originals will be delivered to Investor or its counsel no
later than the Business Day immediately following the Closing Date;



2.2.7the
Certificate of Designation shall have been accepted for filing by the Secretary of State of the State of Delaware
and shall be in full force and effect;



2.2.8the
Company shall have delivered to Investor a legal opinion of its outside counsel covering the matters set forth onExhibit
F hereto and such opinion shall be in form and
substance reasonably satisfactory to Investor;



2.2.9the
Company shall have delivered to Investor a payoff letter from Amalgamated Bank stating (i) the aggregate amount
owed by the Company and the Company Subsidiaries to Amalgamated Bank as of the date of such letter, (ii) the per
diem interest amount accruing on and after the date of such letter, (iii) the wiring instructions for payment,
(iv) that all liens held by Amalgamated Bank on the assets of the Company and the Company Subsidiaries will
terminate upon the payment of such payoff amount, and (v) upon the payment of such payoff amount, the Company and
Investor shall be authorized to file UCC-3 terminations terminating the UCC financing statements filed by
Amalgamated Bank against the Company and Company Subsidiaries;



2.2.10the
Company shall have contemporaneously with the Closing consummated its contemplated financing with Imperium Master
Fund, Ltd. (Imperium)
consisting of (i) $7,000,000 of debt, which will be senior to the Note, and (ii) 3,000 shares of Series C
Preferred Stock, and Imperium and Investor shall have entered into an intercreditor and voting agreement pursuant
to which Investor will have subordinated its liens on the assets of the Company and Company Subsidiaries to the
liens held by Imperium and agreed to vote its shares of Series C Preferred Stock consistent with Imperium;



2.2.11the
Company shall have delivered to Investor the Companys unaudited financial statements for the quarter ending
December 31, 2007, and such financial statements shall not be, in Investors reasonable judgment, materially
different from the projections for such quarter previously provided by the Company to Investor;



2.2.12Investor
shall have satisfactorily completed its due diligence of the Company;



2.2.13there
shall have occurred no material adverse change in the Companys consolidated business or financial condition
since the date of the Companys most recent financial statements contained in the Disclosure Documents; and



2.2.14there
shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of
competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated
hereby and by the other Transaction Documents.



2.3     Conditions
to Companys Obligations at the Closing.The Companys
obligations to effect the Closing with Investor are conditioned upon the fulfillment (or waiver by the Company in
its sole and absolute discretion) of each of the following events as of the Closing Date:

2.3.1
the representations and warranties of Investor set forth in this
Agreement and in the other Transaction Documents to which it is a party shall be true and correct in all material
respects as of such date as if made on such date (except that to the extent that any such representation or
warranty relates to a particular date, such representation or warranty shall be true and correct in all material
respects as of that date);



2.3.2
Investor shall have complied with or performed all of the
agreements, obligations and conditions set forth in this Agreement that are required to be complied with or
performed byInvestor
on or before the Closing;



2.3.3there
shall be no injunction, restraining order or decree of any nature of any court or Governmental Authority of
competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions
contemplated hereby and by the other Transaction Documents;



2.3.4Investor
shall have executed each Transaction Document to which it is a party and shall have delivered the same to the
Company; and

2.3.5     Investor
shall have wire transferred to the Companys account, in immediately available funds, an amount equal to
$7,500,000.

3.     REPRESENTATIONS
AND WARRANTIES OF INVESTOR.

Investor
hereby represents and warrants to the Company and agrees with the Company that, as of the Execution Date:



3.1     Authorization;
Enforceability.  Investor is duly and validly organized,
validly existing and in good standing under the laws of the Cayman Islands with the requisite corporate power and
authority to purchase the Securities to be purchased by it hereunder and to execute and deliver this Agreement
and the other Transaction Documents to which it is a party.  This Agreement constitutes, and upon execution and
delivery thereof, each other Transaction Document to which Investor is a party will constitute, Investors
valid and legally binding obligation, enforceable in accordance with its terms, subject to (i) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application
relating to or affecting the enforcement of creditors rights generally and (ii) general principles of
equity. 3.2     Accredited
Investor.  Investor (i) is an accredited investor
as that term is defined in Rule 501 of Regulation D, (ii)was not formed or organized for the
specific purpose of making an investment in the Company, and (iii) is acquiring the
Securities solely for its own account and not with a present view to the public resale or distribution of all or
any part thereof, except pursuant to sales that are registered under, or exempt from the registration
requirements of, the Securities Act and/or sales registered under the Securities Act;provided,
however, that in making such representation, Investor does
not agree to hold the Securities for any minimum or specific term and reserves the right to sell, transfer or
otherwise dispose of the Securities at any time in accordance with the provisions of this Agreement and with
federal and state securities laws applicable to such sale, transfer or disposition.Investor
can bear the economic risk of a total loss of its investment in the
Securities and has such knowledge and experience in business and financial matters so as to enable it to
understand the risks of and form an investment decision with respect to its investment in the Securities.

3.3     Information.
The Company has, prior to the Execution Date, provided Investor withinformation regarding
the business, operations and financial condition of the Company
and has, prior to the Execution Date, granted to Investor the
opportunity to ask questions of and receive answers from representatives of the Company, its officers, directors,
employees and agents concerning the Company in order for Investor to make an informed decision with respect to
its investment in the Securities. Neither such information nor any other investigation conducted by Investor or
any of its representatives shall modify, amend or otherwise affect Investors right to rely on the Companys
representations and warranties contained in this Agreement.



3.4     Limitations
on Disposition.  Investor acknowledges that, except as
provided in the Registration Rights Agreement, the Securities have not been and are not being registered under
the Securities Act and may not be transferred or resold without registration under the Securities Act or unless
pursuant to an exemption therefrom.

3.5     Legend.
Investor understands that the certificates representing the Common Stock and Series C Preferred Stock may bear at
issuance a restrictive legend in substantially the following form:

The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended
(the Securities Act), or any state securities laws, and may not be offered for sale or sold unless a
registration statement under the Securities Act and applicable state securities laws shall have become effective
with respect thereto, or an exemption from registration under the Securities Act and applicable state securities
laws is available in connection with such offer or sale.  These securities [and the securities issuable
hereunder] (i) may be pledged or hypothecated in connection with a bona fide margin account or other financing
secured by such securities or (ii) may be transferred or assigned to an affiliate of the holder hereof without
the necessity of an opinion of counsel or the consent of the issuer hereof.



Notwithstanding
the foregoing, it is agreed that, as long as (A) the resale or transfer (including, without limitation, a pledge)
of any of the Securities is registered pursuant to an effective registration statement, (B) such Securities have
been sold pursuant to Rule 144, subject to receipt by the Company of customary documentation reasonably
acceptable to the Company in connection therewith, or (C) such Securities are eligible for resale under Rule
144(k) or any successor provision, such Securities shall be issued without any legend or other restrictive
language and, with respect to Securities upon which such legend is stamped, the Company shall issue new
certificates without such legend to the holder upon request.  The Company shall execute and deliver written
instructions to the transfer agent for its Common Stock (the Transfer
Agent) as may be necessary to satisfy any
request by a Holder for removal of such legends no later than the close of business on the third (3rd)
Business Day following the receipt of the request from a Holder to the extent such legends may be removed in
accordance with thisSection 3.5.

3.6Reliance
on Exemptions.Investor
understands that the Securities are being offered and sold to it in
reliance upon specific exemptions from the registration requirements of U.S. federal and state securities laws
and that the Company is relying upon the truth and accuracy of the representations and warranties ofInvestor
set forth in thisSection
3 in order to determine the availability of such
exemptions and the eligibility ofInvestor
to acquire the Securities.Investor
acknowledges that it did not purchase the Securities based upon any
advertisement in any publication of general circulation.Investor
is relying on the representations, acknowledgements and agreements
made by the Company inSection 4
and elsewhere in this Agreement in making investing, trading and/or
other decisions concerning the Companys securities.

3.7Non-Affiliate
Status; Common Stock Ownership.Investor
is not an Affiliate of the Company and is not acting in association
or concert with any other Person in regard to its purchase of the Securities or otherwise in respect of the
Company.Investors
investment in the Securities is not for the purpose of acquiring, directly or indirectly, control of, and it has
no intent to acquire or exercise control of, the Company or to influence the decisions or policies of the Board
of Directors.

3.8Fees.
Investor has not agreed to pay any compensation or other fee, cost or related expenditure to any underwriter,
broker, agent or other representative in connection with the transactions contemplated hereby.

3.9No
Conflicts.  The execution and performance of this
Agreement and the other Transaction Documents to whichInvestor
is a party do not conflict in any material respect with any
agreement to whichInvestor
is a party or is bound, any court order or judgment applicable toInvestor,
or the constituent documents ofInvestor.

3.10No
Governmental Review.Investor
understands that no U.S. federal or state agency or any other
Governmental Authority has passed on or made any recommendation or endorsement of the Securities or the fairness
or suitability of an investment in the Securities nor have such authorities passed uponthe
accuracy of any information provided toInvestor
or made any findings or determinations as to the merits of the
offering of the Securities.



4.     REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.  The Company hereby
represents and warrants to each Holder and agrees with such Holder that, as of the Execution Date:

4.1     Organization,
Good Standing and Qualification.  Each of the Company and
Company Subsidiariesis duly organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and
has all requisite power and authority to carry on its business as now conducted.  Each of the Company and Company
Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts
business except where the failure so to qualify has not had or would not reasonably be expected to have a
Material Adverse Effect.



4.2     Authorization;
Consents.  The Company has the requisite corporate power
and authority to enter into and perform its obligations under the Transaction Documents, including, without
limitation, the issuance and sale of the Securities to Investor in accordance with the terms
hereof and thereof.  All corporate action on the part of the Company necessary for the authorization,
execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents
to which the Company is a party has been taken, and no further consent or authorization of any Person (including,
without limitation, any of the Companys directors or shareholders or any Governmental Authority (other than
such approval as may be required under the Securities Act and applicable state laws in respect of the
Registration Rights Agreement) is required under any organizational document, Material Contract, Governmental
Requirement or otherwise. The Board of Directors has
determined that the sale and issuance of the Securities, and the consummation of the transactions contemplated
hereby and by the other Transaction Documents, are in the best interests of the Company. 4.3
Enforcement.
This Agreement has been and, at or prior to the Closing, each other Transaction Document required to be delivered
by the Company at the Closing will be, duly executed and delivered by the Company.  This Agreement constitutes
and, upon the execution and delivery thereof by the Company, each other Transaction Documents will constitute,
the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their
respective terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or other similar laws of general application relating to or affecting the enforcement of creditors
rights generally and (ii) general principles of equity.  4.4     Disclosure
Documents; Agreements; Financial Statements; Other Information.
The Company is subject to the reporting requirements of the Exchange Act and, except as described onSchedule
4.4, the Company has filed with the Commission all SEC
Documents that the Company was required to file with the Commission on or after December 31, 2006.  The Company
is not aware of any event occurring or expected to occur on or prior to the Closing Date (other than the
transactions effected hereby) that would require the filing of, or with respect to which the Company intends to
file, a Form 8-K after the Closing.  Each SEC Document filed on or after December 31, 2006, as of the date of the
filing thereof with the Commission (or if amended or superseded by a filing prior to the Execution Date, then on
the date of such amending or superseding filing), complied in all material respects with the requirements of the
Securities Act or Exchange Act, as applicable, and, as of the date of such filing (or if amended or superseded by
a filing prior to the Execution Date, then on the date of such filing), such SEC Document (including all exhibits
and schedules thereto and documents incorporated by reference therein) did not contain an untrue statement of
material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.  All documents required to be
filed as exhibits to the SEC Documents filed on or after December 31, 2006 have been filed as required.  Except
as set forth in the Disclosure Documents, the Company has no liabilities, contingent or otherwise, other than
liabilities incurred in the ordinary course of business which, individually or in the aggregate, are not material
to the consolidated business or financial condition of the Company and the Company Subsidiaries. As of their
respective dates, the financial statements of the Company included in the SEC Documents complied as to form in
all material respects with applicable accounting requirements and the published rules and regulations of the
Commission with respect thereto.  Such financial statements have been prepared in accordance with GAAP
consistently applied at the times and during the periods involved (except (i) as may be otherwise indicated in
such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the
extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and the results of its operations and cash
flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments).
The Company will prepare the financial statements to be included in any reports, schedules, registration
statements and definitive proxy statements that the Company is required to file or files with the Commission
after the date hereof in accordance with GAAP (except in the case of unaudited interim statements, to the extent
they may exclude footnotes or may be condensed or summary statements).     4.5     Capitalization;
Subsidiaries; Outstanding Debt.

(a)     The
capitalization of the Company, including its authorized capital stock, the number of shares issued and
outstanding, the number of shares issuable and reserved for issuance pursuant to the Companys stock option
plans and agreements, the number of shares issuable and reserved for issuance pursuant to securities (other than
the Securities) payable in, exercisable for, or convertible into or exchangeable for any shares of Common Stock
is set forth onSchedule 4.5(a).
All outstanding shares of capital stock of the Company have been, or upon issuance will be, validly issued, fully
paid and non-assessable.



(b)     All
of the Company Subsidiaries are disclosed onSchedule
4.5(b).  Each of the Company Subsidiaries that is
indicated as being active onSchedule 4.5(b)
operates the business set forth opposite its name onSchedule
4.5(b).  None of the Company Subsidiaries that is
indicated as being inactive onSchedule
4.5(b) has any assets or operations of any kind.  Except
as disclosed on Schedule 4.5(b),
the Company or a wholly-owned Company Subsidiary owns all of the capital stock of each Company Subsidiary, which
capital stock is validly issued, fully paid and non-assessable, and no shares of the capital stock of the Company
or any Company Subsidiary are subject to preemptive rights or any other similar rights of the shareholders of the
Company or any such Company Subsidiary or any Liens created by or through the Company or any such Company
Subsidiary.



(c)     Except
as disclosed onSchedule 4.5(c)
or as contemplated herein, there are no outstanding options,
warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into or exercisable or exchangeable for, any shares of capital stock of the
Company or any Company Subsidiary, or arrangements by which the Company or any Company Subsidiary is or may
become bound to issue additional shares of capital stock of the Company or any Company Subsidiary(whether
pursuant to anti-dilution, reset or other similar provisions).

(d)Schedule
4.5(d) identifies each individual item of Debt of the
Company and/or any Company Subsidiary currently outstanding in excess of $25,000 as of the date hereof.



4.6     Due
Authorization; Valid Issuance.  The Securities are duly
authorized and, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and
validly issued, free and clear of any Liens imposed by or through the Company.  Assuming the accuracy of Investors
representations contained herein, the issuance and sale of the Securities under this Agreement will be effected
in compliance with all applicable federal and state securities laws.     4.7     Form
S-3.  The Company is eligible to register the Registrable
Securities for resale in a secondary offering by each Holder on a registration statement on Form S-3 under the
Securities Act.To the Companys knowledge, as
of the date hereof and as of the Closing Date,there exist no
facts or circumstances (including, without limitation, any required approvals or waivers of any circumstances
that may delay or prevent the obtaining of accountants consents) that could reasonably be expected to
prohibit or delay the preparation, filing or effectiveness of such registration statement on Form S-3.



4.8No
Conflict.  Neither the Company nor any Company Subsidiary
is in violation of any provisions of its certificate or articles of incorporation, bylaws or any other
organizational document.  Neither the Company nor any Company Subsidiary is in violation of or in default (and no
event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision
of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in
violation of any provision of any Governmental Requirement applicable to the Company or any Company Subsidiary,
except for any violation or default that has not had or would not reasonably be expected to have a Material
Adverse Effect.  The (i) execution, delivery and performance of this
Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and
thereby will not result in any violation of any provisions of the Companys certificate of incorporation,
bylaws or any other organizational document or in a default under any provision of any material instrument or
contract to which the Company or any Company Subsidiary is a party or by which it or any of its Property is
bound, or in violation of any provision of any Governmental Requirement applicable to the Company or be in
conflict with or constitute, with or without the passage of time and giving of notice, a default under any such
instrument or contract or the triggering of any preemptive or anti-dilution rights(including,
without limitation, pursuant to any reset or similar provisions)or
rights of first refusal or first offer,or
any other rights that would allow or permit the holders of the Companys securities or any other Person to
purchase shares of Common Stock or other securities of the Company or any Company Subsidiary(whether
pursuant to a shareholder rights plan provision or otherwise). 4.9Financial
Condition; Taxes; Litigation.

4.9.1     The
financial condition of each of the Company and Company Subsidiaries is, in all material respects, as described in
the Disclosure Documents, except for changes in the ordinary course of business and normal year-end adjustments
that are not, in the aggregate, materially adverse to the consolidated business or financial condition of the
Company and the Company Subsidiaries.  There has been no (i) material adverse change to the business, operations,
properties, financial condition, prospects or results of operations of the Company and any Company Subsidiary
since the date of the Companys most recent financial statements contained in the Disclosure Documents
or (ii) change by the Company in its accounting principles, policies
and methods except as required by changes in GAAP.

4.9.2     Each
of the Company and Company Subsidiaries has prepared in good faith and duly and timely filed all tax returns
required to be filed by it and such returns are complete and accurate in all material respects and each of the
Company and Company Subsidiaries has paid all taxes required to have been paid by it, except for taxes which it
reasonably disputes in good faith or the failure of which to pay has not had or would not reasonably be expected
to have a Material Adverse Effect.  Neither the Company nor any Company Subsidiary has any liability with respect
to taxes that accrued on or before the date of the most recent balance sheet of the Company included in the
Disclosure Documents in excess of the amounts accrued with respect thereto that are reflected on such balance
sheet.  4.9.3     Except for sales tax audits undertaken by state taxing
authorities in the ordinary course of business, neither the Company nor any Company Subsidiary is the subject of
any pending or, to the Companys knowledge, threatened inquiry, investigation or administrative or legal
proceeding by any Governmental Authority.  4.9.4  There is no material claim, litigation or
administrative proceeding pending, or, to the Companys knowledge, threatened or contemplated, against the
Company or any Company Subsidiary, or against any officer, director or employee of the Company or any such
Company Subsidiary in connection with such Persons employment therewith.  Neither the Company nor any
Company Subsidiary is a party to or subject to the provisions of, any order, writ, injunction, judgment or decree
of any court or Governmental Authority which has had or would reasonably be expected to have a Material Adverse
Effect. 4.10Manipulation
of Price.  The Company has not, and to its knowledge no
one acting on its behalf has, taken, directly or indirectly, any action designed to cause or to result in the
stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any
of the Securities.



4.11Intellectual
Property.



(a)     Each
of the Company and Company Subsidiaries owns, free and clear of claims or rights of any other Person, with full
right to use, sell, license, sublicense, dispose of, and bring actions for infringement of, or, to the knowledge
of the Company, has acquired licenses or other rights to use, all Intellectual Property necessary for the conduct
of its business as presently conducted (other than with respect to software which is generally commercially
available and not used or incorporated into the Companys or such Company Subsidiarys products and
open source software which may be subject to one or more general public licenses).  All works that
are used or incorporated into the Companys or any Company Subsidiarys services, products or services
or products actively under development and which is proprietary to the Company or such Company Subsidiary was
developed by or for the Company or a Company Subsidiary by the current or former employees, consultants or
independent contractors of the Company or a Company Subsidiary or purchased or licensed by the Company or a
Company Subsidiary.



(b)     The
business of each of the Company and Company Subsidiaries as presently conducted and the production, marketing,
licensing, use and servicing of any products or services of each of the Company and Company Subsidiaries do not,
to the knowledge of the Company, infringe or conflict with any patent, trademark, copyright, or trade secret
rights of any third parties or any other Intellectual Property of any third parties in any material respect.
Neither the Company nor any Company Subsidiary has received written notice from any third party asserting that
any Intellectual Property owned or licensed by the Company or a Company Subsidiary, or which the Company or any
Company Subsidiary otherwise has the right to use, is invalid or unenforceable by the Company or such Company
Subsidiary and, to the Companys knowledge, there is no valid basis for any such claim (whether or not
pending or threatened).



(c)     No
claim is pending or, to the Companys knowledge, threatened against the Company or any Company Subsidiary
nor has the Company or any Company Subsidiary received any written notice or other written claim from any Person
asserting that the Companys or any Company Subsidiarys present or contemplated activities infringe or
may infringe in any material respect any Intellectual Property of such Person, and the Company is not aware of
any infringement by any other Person of any material rights of the Company or any Company under any Intellectual
Property Rights.



(d)     All
licenses or other agreements under which the Company or any Company Subsidiary is granted Intellectual Property
(excluding licenses to use software utilized in the Companys or such Company Subsidiarys internal
operations and which is generally commercially available) are in full force and effect and, to the Companys
knowledge, there is no material default by any party thereto.  The Company has no reason to believe that the
licensors under such licenses and other agreements do not have and did not have all requisite power and authority
to grant the rights to the Intellectual Property purported to be granted thereby.



(e)     All
licenses or other agreements under which the Company or any Company Subsidiary has granted rights to Intellectual
Property to others (including all end-user agreements) are in full force and effect, there has been no material
default by the Company or any Company Subsidiary thereunder and, to the Companys knowledge, there is no
material default of any provision thereof relating to Intellectual Property by any other party thereto.



(f)     Each
of the Company and Company Subsidiaries has taken all steps required in accordance with commercially reasonable
business practice to establish and preserve their ownership in their owned Intellectual Property and to keep
confidential all material technical information developed by or belonging to the Company or such Company which
has not been patented or copyrighted.  To the Companys knowledge, neither the Company nor any Company
Subsidiary is making any unlawful use of any Intellectual Property of any other Person, including, without
limitation, any former employer of any past or present employees of the Company or any Company Subsidiary.  To
the Companys knowledge, neither the Company, any Company Subsidiary nor any of their respective employees
has any agreements or arrangements with former employers of such employees relating to any Intellectual Property
of such employers, which materially interfere or conflict with the performance of such employees duties for
the Company or any Company Subsidiary or result in any former employers of such employees having any rights in,
or claims on, the Companys or any Company Subsidiarys Intellectual Property.  Each current employee
of each of the Company and Company Subsidiaries who has access to material Intellectual Property has executed
agreements regarding confidentiality, proprietary information and assignment of inventions and copyrights to the
Company or such Company Subsidiary, as the case may be, each independent contractor or consultant of each of the
Company and Company Subsidiaries has executed agreements regarding confidentiality and proprietary information,
and neither the Company nor any Company Subsidiary has received written notice that any employee, consultant or
independent contractor is in violation of any agreement or in breach of any agreement or arrangement with former
or present employers relating to proprietary information or assignment of inventions.  Without limiting the
foregoing: (i) each of the Company and Company Subsidiaries has taken reasonable security measures to guard
against unauthorized disclosure or use of any of its Intellectual Property that is confidential or proprietary;
and (ii) except as to certain former employees of AgroLabs, Inc. against whom claims are being made, the Company
has no reason to believe that any Person (including, without limitation, any former employee or consultant of the
Company or any Company Subsidiary) has unauthorized possession of any of its Intellectual Property, or any part
thereof, or that any Person has obtained unauthorized access to any of its Intellectual Property.  Each of the
Company and Company Subsidiaries has complied in all material respects with its respective obligations pursuant
to all agreements relating to Intellectual Property rights that are the subject of licenses granted by third
parties, except for any non-compliance that has not had or would not reasonably be expected to have a Material
Adverse Effect.



4.12Registration
Rights; Rights of Participation.  Except as set forth onSchedule
4.12, the Company has not granted or agreed to grant
to any Person any rights (including piggy-back registration rights) to have any securities of the
Company registered with the Commission or any other Governmental Authority which has not been satisfied in full
or waived on or prior to the date hereof and no Person, including, but not limited to, current or former
shareholders of the Company, underwriters, brokers, agents or other third parties, has any right of first
refusal, preemptive right, right of participation, anti-dilutive right or any similar right to participate in, or
to receive securities or other assets of the Company solely as a result of the transactions contemplated by this
Agreement or the other Transaction Documents. 4.13Solicitation;
Other Issuances of Securities.  Neither the Company nor
any of its Affiliates, nor any Person acting on its or their behalf, (i) has engaged in any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of
the Securities, or (ii) has, directly or indirectly, made any offers or sales of any security or the right to
purchase any security, or solicited any offers to buy any security or any such right, under circumstances that
would require registration of the Securities under the Securities Act. 4.14Fees.
 Except as set forth onSchedule 4.14,
the Company is not obligated to pay any brokers, finders or financial advisory fees or commissions to any
underwriter, broker, agent or other representative in connection with the transactions contemplated hereby.  The
Company will indemnify and hold harmless each Holder from and against any claim by any Person alleging that such
Holder is obligated to pay any such compensation, fee, cost or related expenditure in connection with the
transactions contemplated hereby. 4.15Foreign
Corrupt Practices.  Neither the Company, any Company
Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or other Person acting on
behalf of the Company or any Company Subsidiary, has (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee, or (iii) violated any provision of
the Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government official or employee. 4.16Key
Employees. The executive officers (as defined
in Rule 501(f) of the Securities Act) of each of the Company and Company Subsidiaries (each, a Key
Employee) is currently serving in the capacity
described in the Disclosure Documents.  The Company has no knowledge of any fact or circumstance (including,
without limitation, (i) the terms of any agreement to which such person is a party or any litigation in which
such person is or may become involved and (ii) any illness or medical condition that could reasonably be expected
to result in the disability or incapacity of such person) that would limit or prevent any such person from
serving in such capacity on a full-time basis in the reasonably foreseeable future, or of any intention on the
part of any such person to limit or terminate his or her employment with the Company or any Company Subsidiary.
No Key Employee has borrowed money pursuant to a currently outstanding loan that is secured by Common Stock or
any right or option to receive Common Stock.  4.17Labor
Matters.  There is no strike, labor dispute or union
organization activities pending or, to the knowledge of the Company, threatened between the Company or any
Company Subsidiary and their respective employees.  No employees of the Company or any Company Subsidiary belong
to any union or collective bargaining unit.  Each of the Company and Company Subsidiaries has complied in all
material respects with all applicable federal and state equal opportunity and other laws related to employment.



4.18Environment.Neither
the Company nor any Company Subsidiary has any liabilities under any Environmental Law, nor, to the Company's
knowledge, do any factors exist that are reasonably likely to give rise to any such liability, affecting any of
the properties owned or leased by the Company or any Company Subsidiary, in each case other than liabilities that
have not had and would not reasonably be expected to have a Material
Adverse Effect.  Neither the Company nor any Company Subsidiary has violated any Environmental Law applicable
to it now or previously in effect, other than any violation that has not had and would not reasonably be expected
to have a Material Adverse Effect.

4.19ERISA.
Neither the Company nor any Company Subsidiary maintains or contributes to, or has any obligation under, any
Pension Plan.  Each of the Company and Company Subsidiaries is in compliance in all material respects with the
presently applicable provisions of ERISA and the United States Internal Revenue Code of 1986, as amended, with
respect to each Pension Plan except in any such case for any such matters that, individually or in the aggregate,
have not had, and would not reasonably be expected to have, a Material Adverse Effect.



4.20Insurance.
The Company maintains insurance for itself and each Company Subsidiary in such amounts and covering such losses
and risks as are reasonably sufficient and customary in the businesses in which the Company and each such Company
Subsidiary are engaged.As of the date hereof and as of the
Closing Date, no notice of cancellation has been received for
any of such policies and the Company is in compliance in all material respects with all of the terms and
conditions thereof.  The Company has no reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may
be necessary to continue to conduct its business as currently conducted without a significant increase in cost.
Without limiting the generality of the foregoing, the Company maintains Directors and Officers
insurance in an amount not less than $5 million for each covered occurrence.



4.21Property.
Each of the Company and Company Subsidiaries has good and marketable title to all real and personal Property
owned by it, in each case free and clear of all Liens, other than the Permitted Liens.  Any Property held under
lease by the Company or a Company Subsidiary is held by it under valid, subsisting and enforceable leases with
such exceptions as are not material and do not interfere with the use made or proposed to be made of such
Property by the Company or such Company Subsidiary.



4.22Regulatory Permits.
Each of the Company and Company Subsidiaries possess all certificates, authorizations and permits issued by the
appropriate federal, state or foreign regulatory authorities necessary to conduct its business,
except where the failure to have any suchcertificate,authorization
or permit would not have a Material Adverse Effect, and
neither the Company nor any Company Subsidiary has received any notice of proceedings relating to the revocation
or modification of any such certificate, authorization or permit.

4.23Investment
Company.  Neither the Company nor any Company Subsidiary
is and, after giving effect to the offering and sale of the Securities and the application of the proceeds
thereof, will become an investment company or an affiliated person of, or promoter
or principal underwriter for an investment company, within the meaning of the Investment Company Act
of 1940, as amended.



4.24U.S.
Real Property Holding Corporation.  The Company is not,
nor has ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Internal
Revenue Code of 1986, as amended.



4.25Off
Balance Sheet Arrangements.  There is no transaction,
arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity
that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed or that
otherwise would be reasonably likely to have a Material Adverse Effect.



4.26Money
Laundering.  The operations of the Company and the Company
Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder, and no action, suit or proceeding by
or before any Governmental Authority involving the Company or any of the Company Subsidiaries with respect to
such Governmental Requirements is pending or, to the knowledge of the Company, threatened.



4.27Transfer
Taxes. No stock transfer or other taxes (other than income
taxes) are required to be paid in connection with the issuance and sale of any of the Securities, other than such
taxes for which the Company has established appropriate reserves and intends to pay in full on or before the
Closing.



4.28Sarbanes-Oxley
Act; Internal Controls and Procedures.  To the Companys
knowledge, the Company is in material compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the Commission
thereunder that are effective as of the date hereof.  The Company maintains internal accounting controls,
policies and procedures, and such books and records as are reasonably designed to provide reasonable assurance
that (i) all
transactions to which the Company or any Company Subsidiary is a party or by which its properties are bound are
effected by a duly authorized employee or agent of the Company, supervised by and acting within the scope of the
authority granted by the Companys senior management; (ii)
the recorded accounting of the Companys consolidated assets is compared with existing assets at regular
intervals; and (iii)
all transactions to which the Company or any
Company Subsidiary is a party, or by which its properties are bound, are recorded (and such records maintained)
in accordance with all Governmental Requirements and as may be necessary or appropriate to ensure that the
financial statements of the Company are prepared in accordance with GAAP.



4.29Embargoed
Person.  None of the funds or other assets of the Company
or any Company Subsidiary shall constitute property of, or shall be beneficially owned, directly or indirectly,
by any Person subject to trade restrictions under United States law, including, but not limited to, the International
Emergency Economic Powers Act, 50 U.S.C. § 1701et seq.,
the Trading with the Enemy Act, 50 U.S.C. App. 1et seq.,
and any Executive Orders or regulations promulgated under any such United States laws (each, an Embargoed
Person), with the result that the investments
evidenced by the Securities are or would be in violation of any Governmental Requirements.  No Embargoed Person
shall have any interest of any nature whatsoever in the Company or any Company Subsidiary with the result that
the investments evidenced by the Securities are or would be in violation of any Governmental Requirements.  None
of the funds or other assets of the Company or any Company Subsidiary shall be derived from any unlawful activity
with the result that the investments evidenced by the Securities are or would be in violation of any Governmental
Requirements.



4.30Transactions
with Interested Persons.  No officer, director or employee
of the Company or any Company Subsidiary is or has made any arrangements with the Company or any Company
Subsidiary to become a party to any transaction with the Company or any Company Subsidiary (other than for
services as employees, officers and directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property to or from, or
otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the
Company, any entity in which any officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.



4.31Customers
and Suppliers.  The relationships of each of the Company
and Company Subsidiaries with its customers and suppliers are maintained on commercially reasonable terms.  To
the Companys knowledge, no customer or supplier of the Company or a Company Subsidiary has any plan or
intention to terminate its agreement with the Company or such Company Subsidiary, which termination would
reasonably be expected to have a Material Adverse Effect.



4.32Accountants.
The Companys accountants, who the Company expects will
render their opinion with respect to the financial statements to be included in the Companys Annual Report
on Form 10-K for the year ended June 30, 2008, are, to the Companys knowledge, independent accountants as
required by the Securities Act.



4.33Solvency.
(i) The fair saleable value of the Companys assets exceeds the amount that will be required to be paid on
or in respect of the Companys existing Debt; and (ii) the expected cash flows of the Company for future
periods, together with the proceeds the Company would receive upon liquidation of its assets and the proceeds
from expected debt or equity offerings, after taking into account all anticipated uses of such amounts, would be
sufficient to pay all Debt when such Debt is required to be paid.  The Company has no knowledge of any facts or
circumstances which lead it to believe that it will be required to file for reorganization or liquidation under
bankruptcy or reorganization laws of any jurisdiction, and has no present intention to so file.



4.34Disclosure.
The representations, warranties and written statements contained in this Agreement and the other Transaction
Documents and in the certificates, exhibits and schedules delivered by the Company to Investor pursuant to this
Agreement and the other Transaction Documents and in connection with Investors due diligence investigation
of the Company, do not contain any untrue statement of a material fact, and do not omit to state a material fact
required to be stated therein or necessary in order to make such representations, warranties or statements not
misleading in light of the circumstances under which they were made.  Neither the Company nor any Person acting
on its behalf or at its direction has provided Investor with material non-public information other than the terms
of the transactions contemplated hereby.  Following the issuance of a press release in accordance with Section
5.1(c), to the Companys knowledge, Investor will not possess any material non-public information concerning
the Company that was provided to Investor by the Company or its agents or representatives.  The Company
acknowledges that Investor is relying on the representations, acknowledgments and agreements made by the Company
in this Section 4.34 and elsewhere in this Agreement in making trading and other decisions concerning the Companys
securities.



5.     COVENANTS
AND AGREEMENTS.

5.1Filings
and Public Disclosure by the Company.  The Company shall:

(a)     file
a Form D with respect to the Securities issued at the Closing as and when required under Regulation D and provide
a copy thereof to Investor promptly after such filing; (b)     at or prior to the
Closing, take such action as the Company reasonably determines upon the advice of counsel is necessary to qualify
the Securities for sale under applicable state or blue-sky laws or obtain an exemption therefrom, and
shall promptly provide evidence of any such action to Investor at Investors request; and

(c)     (i)
on or prior to 8:30 a.m. (eastern time) on the BusinessDay
following the Execution Date, issue a press release disclosing
the material terms of this Agreement and the other Transaction Documents and the transactions contemplated hereby
and thereby, and (ii) on or prior to 5:00 p.m. (eastern time) on the BusinessDay
following the Execution Date, file with the Commission a
Current Report on Form 8-K disclosing the material terms of and including as exhibits this Agreement and the
other Transaction Documents and the transactions contemplated hereby and thereby;provided,
however, that Investor shall have a reasonable opportunity
to review and comment on any such press release or Form 8-K prior to the issuance or filing thereof; andprovided,
further, that if the Company fails to issue a press
release disclosing the material terms of this Agreement and the other Transaction Documents within the time
frames described herein, any Holder may issue a press release disclosing such information without any notice to
or consent by the Company.  Thereafter, the Company shall timely file any filings and notices required by the
Commission or applicable law with respect to the transactions contemplated hereby.



5.2Use
of Proceeds.  The Company shall use the proceeds from the
sale of the Securities (i) first to repay all amounts outstanding under the Amalgamated Bank credit facilities,
and (ii) second for working capital and general corporate purposes.5.3Certain
Affirmative Covenants of the Company.  The Company agrees
that, during the period beginning on the Execution Date and ending on the Termination Date, the Company shall,
and shall cause each Company Subsidiary to:

(a)     maintain
its corporate existence in good standing;



(b)comply
with all Governmental Requirements applicable to the operation of its business, except for instances of
noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect;



(c)     comply
with all agreements, documents and instruments binding on it or affecting its Properties or business, including,
without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect;



(d)     provide
each Holder with copies of all materials sent to its shareholders at the same time as such materials are
delivered to such shareholders; (e)     timely file with the Commission all reports
required to be filed pursuant to the Exchange Act and refrain from terminating its status as an issuer required
by the Exchange Act to file reports thereunder even if the Exchange Act or the rules or regulations thereunder
would permit such termination (and otherwisemake and keep
public information available, as those terms are understood and defined in Rule 144);

(f)     [Intentionally
Omitted];



(g)     ensure
that the Common Stock is at all times listed or quoted on the
Nasdaq Global Market, the New York Stock Exchange, the American Stock Exchange, or such other exchange or
quotation service reasonably satisfactory to the Holder (or if there is more than one Holder, the Holders holding
a majority of the Series C Preferred Stock held by all Holders); and



(h)     maintain
commercially reasonable insurance coverage (including D&O insurance) for each of the Company and Company
Subsidiaries.

5.4Certain
Negative Covenants of the Company.  The Company agrees
that, during the period beginning on the Execution Date and ending on the Termination Date, the Company shall
not, and shall cause each Company Subsidiary not to:



(a)     enter
into any transaction or arrangement with any Affiliate, employee, officer, director or shareholder of the Company
or Company Subsidiary, unless such transaction is effectuated on an arms length basis and approved by the
independent directors of the Company or such Company Subsidiary, as the case may be;

(b)incur
(or permit to exist) any Debt (other than Permitted Debt);



(c)     grant,
establish or maintain any Lien on any of its Property other than Permitted Liens;



(d)     make
any Restricted Payments other than Restricted Payments made by a Company Subsidiary to the Company;



(e)     make
any offers or sales of any security or solicit any offers to buy any security, which will be integrated with the
sale of the Securities in a manner which would require the registration of any of the Securities under the
Securities Act or require stockholder approval under the rules and regulations of the Principal Market;



(f)     dispose
of all or any part of its Property unless (i) such disposition is in the ordinary course of business and for fair
market value, and (ii) such Property is not material to the Companys or any Company Subsidiarys
business, operations or financial condition or performance; or



(g)consent
to or implement any termination, amendment, modification, supplement or waiver of the certificate or articles of
incorporation, articles of organization, bylaws, regulations or other constituent documents of the Company or any
Company Subsidiary which would reasonably be expected to adversely affect the rights of any Holder under the
Transaction Documents.



5.5Limitation
on Issuance of Common Stock.  Each Holder acknowledges and
agrees that the aggregate number of shares of Common Stock that may be issued by the Company pursuant to this
Agreement and the Securities may not at any time exceed the Cap Amount without the Stockholder Cap Approval and
that the Company shall have no obligation to issue shares of Common Stock pursuant to this Agreement or the
Securities in excess of the Cap Amount unless either (x) the Stockholder Cap Approval has been obtained or (y)
the Company has obtained a written opinion from outside counsel that such approval is not required, which opinion
shall be reasonably satisfactory to the Holders
holding a majority of the shares of Series C Preferred
Stock held by all Holders.  In furtherance of the limitation
set forth in the immediately preceding sentence, at any time following the Closing Date, the aggregate number of
shares of Common Stock that such Holder may receive upon the conversion of such Holders shares of Series C
Preferred Stock may not exceed the product of (A) the Cap Amount and (B) such Holders Pro Rata Share (the
Allocation Amount).
In the event that a Holder shall sell or otherwise transfer any of such Holders shares of Series C
Preferred Stock, each transferee shall be allocated apro
rata portion of such transferors Allocation Amount.
Any portion of the Allocation Amount allocated to any Holder or other Person which no longer holds any shares of
Series C Preferred Stock shall be reallocated to the remaining Holderspro
rata based on the number of the Registrable Securities
held by such Holders at such time.  In the event that, as a result of thisSection
5.5, the Company is prohibited from issuing any shares
of Common Stock to a Holder electing to convert its shares of Series C Preferred Stock, the Company shall, upon
such Holders request, pay such Holder not later than two Business Days after such request an amount of cash
equal to the product of (1) the number of shares of Common Stock that the Company is prohibited from issuingmultiplied
by (2) the VWAP (as defined in the Certificate of
Designation) as of the Trading Day immediately preceding the date on which such Holder delivered the applicable
conversion notice, and upon timely payment of the foregoing amount, the Company shall be deemed relieved of its
obligation under the Certificate of Designation to deliver such shares of Common Stock.

5.6Stockholder
Cap Approval.  The Company shall obtain the Stockholder
Cap Approval as promptly as practicable after the date hereof but in no event later than 60 days after the
Closing Date.

5.7Issuance
of Additional Shares of Common Stock.  The Company shall
issue and deliver to the Holder, for no additional consideration, 50,000 shares of Common Stock (such number of
shares to be proportionately adjusted for stock splits, reverse stock splits, stock dividends and similar events
occurring after the date hereof) on a quarterly basis in arrears commencing with the three-month anniversary of
the Closing Date, until the Note has been repaid in full, after which the Companys obligations to so issue
shares of Common Stock shall no longer be applicable.  For the avoidance of doubt, the Holder shall not be
entitled to pro rata distributions of shares of Common Stock on account of the period between the beginning of a
three-month period and the repayment of the Note in full.     5.8Use
of Holders Name.  Except as may be required by
applicable law and/or this Agreement, the Company shall not use, directly or indirectly, any Holders name
or the name of any of its Affiliates in any advertisement, announcement, press release or other similar
communication unless it has received the prior written consent of such Holder for the specific use contemplated
or as otherwise required by applicable law or regulation. 5.9Disclosure
of Non-Public Information. The Company agrees that it will
not at any time following the Execution Date disclose material non-public information to any Holder without first
obtaining such Holders prior written consent confirming that such Holder is willing to receive material
non-public information at such time. 5.10Indemnification
of Holders.   The Company will indemnify and hold each
Holder and its directors, managers, officers, shareholders, members, partners, employees and agents (each, a
Holder Party)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys fees and costs
of investigation that any such Holder Party may suffer or incur as a result of or relating to (a) any breach of
any of the representations, warranties, covenants or agreements made by the Company in this Agreement or by the
Company or any Company Subsidiary in the other Transaction Documents or (b) any action instituted against a
Holder, or any of its Affiliates, by any shareholder of the Company who is not an Affiliate of such Holder, with
respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a
breach of such Holders representation, warranties or covenants under the Transaction Documents or any
agreements or understandings such Holder may have with any such shareholder or any violations by such Holder or
any such Affiliate of state or federal securities laws or any conduct by such Holder or any such Affiliate which
constitutes fraud, gross negligence, willful misconduct or malfeasance).  If any action shall be brought against
any Holder Party in respect of which indemnity may be sought pursuant to this Agreement, such Holder Party shall
promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing.  Any Holder Party shall have the right to employ separate counsel in any such action
and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such
Holder Party except to the extent that (i) the employment thereof has been specifically authorized by the Company
in writing, (ii) the Company has failed after a reasonable period of time following such Holder Partys
written request that it do so, to assume such defense and to employ counsel or (iii) in such action there is, in
the reasonable opinion of such separate counsel, a material conflict on any material issue between the position
of the Company and the position of such Holder Party.  The Company will not be liable to any Holder Party under
this Agreement (i) for any settlement by a Holder Party effected without the Companys prior written
consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent, that
a loss, claim, damage or liability is attributable to such Holder Partys wrongful actions or omissions, or
gross negligence or to such Holder Partys breach of any of the representations, warranties, covenants or
agreements made by such Holder Party in this Agreement or in the other Transaction Documents.

5.11Limitations
on Disposition by Holder.  No Holder shall sell, transfer,
assign or dispose of any Securities, unless:

(a)     there
is then in effect an effective registration statement under the Securities Act covering such proposed disposition
and such disposition is made in accordance with such registration statement; or



(b)     such
Holder has notified the Company in writing of any such disposition, and furnished the Company with an opinion of
counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such
Securities under the Securities Act;provided, however,
that no such opinion of counsel will be required (A) if the sale, transfer, assignment or disposition is
made to an Affiliate of such Holder, (B) if the sale, transfer, assignment or disposition is made pursuant to Rule 144
and such Holder provides the Company with evidence reasonably satisfactory to the Company that the proposed
transaction satisfies the requirements of Rule 144, (C) ifsuch
Securities are eligible for resale under Rule 144(k) or any successor provision
or (D) if in connection with abona
fide pledge or hypothecation of any Securities under a
margin arrangement with a broker-dealer or other financial institution or the sale of any such Securities by such
broker-dealer or other financial institution following such Holders default under such margin arrangement.



5.12Biotech
Spin-Off.  Notwithstanding any provision in this Agreement
or the other Transaction Documents to the contrary, the Company shall be permitted to effectuate the Biotech
Spin-Off.  As used herein, Biotech Spin-Off
means thepro rata
distribution by the Company to its shareholders of a dividend
consisting of more than ninety (90%) of the outstanding common stock of the Biotech Subsidiary.  If the Biotech
Spin-Off is not consummated on or prior to the ninetieth (90th)
day following the Closing, then the Company shall cause the Biotech Subsidiary to execute and deliver assumptions
to the Security Agreement and Guarantee;provided, however,
that if the Biotech Spin-Off occurs thereafter, the Holder shall release, or shall cause to be released, all of
its Liens on the assets of the Biotech Subsidiary in connection with the Biotech Spin-Off.

6.     MISCELLANEOUS.



6.1Survival;
Severability.  The representations, warranties, covenants
and indemnities made by the parties herein and in the other Transaction Documents shall survive the Closing
notwithstanding any due diligence investigation made by or on behalf of the party seeking to rely thereon. In the
event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision;provided
that in such case the parties shall negotiate in good faith to
replace such provision with a new provision which is not illegal, unenforceable or void, as long as such new
provision does not materially change the economic benefits of this Agreement to the parties.



6.2Successors
and Assigns.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the
parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.  A Holder may
assign its rights and obligations hereunder in connection with any private sale or transfer of the Securities
that is permitted hereunder, as long as, as a condition precedent to such transfer, the transferee executes an
acknowledgment agreeing to be bound by the applicable provisions of this Agreement, in which case the term Holder
shall be deemed to refer to such transferee as though such transferee were an original signatory hereto, and such
assignment complies with applicable Governmental Requirements.  The Company may not assign its rights or
obligations under this Agreement. 6.3No
Reliance.  Each party acknowledges that (i) it has such
knowledge in business and financial matters as to be fully capable of evaluating this Agreement, the other
Transaction Documents and the transactions contemplated hereby and thereby, (ii) it is not relying on any advice
or representation of any other party in connection with entering into this Agreement, the other Transaction
Documents or such transactions (other than the representations made in this Agreement or the other Transaction
Documents), (iii) it has not received from any other party any assurance or guarantee as to the merits (whether
legal, regulatory, tax, financial or otherwise) of entering into this Agreement or the other Transaction
Documents or the performance of its obligations hereunder and thereunder, and (iv) it has consulted with its own
legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed
necessary, and has entered into this Agreement and the other Transaction Documents based on its own independent
judgment and, if applicable, on the advice of such advisors, and not on any view (whether written or oral)
expressed by any other party. 6.4Independent
Nature of Holders Obligations and Rights.  The
obligations of each Holder hereunder are several and not joint with the obligations of the other Holders
hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other
Holder hereunder. The Company acknowledges and agrees that nothing contained herein or in any other Transaction
Document, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders
as a partnership, an association, a joint venture or any other kind of entity, or a group as described
in Section 13(d) of the Exchange Act, or create a presumption that the Holders are in any way acting in concert
with respect to such obligations or the transactions contemplated by this Agreement.  Each Holder has been
represented by its own separate counsel in connection with the transactions contemplated hereby, shall be
entitled to protect and enforce its rights, including, without limitation, rights arising out of this Agreement
or the other Transaction Documents, individually, and shall not be required to join any other Holder as an
additional party in any proceeding for such purpose. 6.5Injunctive
Relief.  The Company acknowledges and agrees that a breach
by it of its obligations hereunder will cause irreparable harm to each Holder and that the remedy or remedies at
law for any such breach will be inadequate and agrees, in the event of any such breach, in addition to all other
available remedies, such Holder shall be entitled to an injunction restraining any breach and requiring immediate
and specific performance of such obligations without the necessity of showing economic loss or the posting of any
bond. 6.6Governing
Law; Jurisdiction; Waiver of Jury Trial.   (a)     This
Agreement shall be governed by and construed under the laws of the State of New York applicable to contracts made
and to be performed entirely within the State of New York.  Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City and County of New York for the adjudication
of any dispute hereunder or any other Transaction Document or in connection herewith or therewith or with any
transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper.  Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law.

(b)     EACH
PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND,
THEREFORE, EACH PARTY HEREBYIRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION 6.6(b).



6.7Counterparts;
Facsimile.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and
the same instrument.  Any executed signature page delivered by facsimile or e-mail transmission shall be binding
to the same extent as an original executed signature page, with regard to any agreement subject to the terms
hereof or any amendment thereto. 6.8Headings.
The headings used in this Agreement are used for convenience only and are not to be considered in construing or
interpreting this Agreement.   6.9Notices.Any
notice, demand or request required or permitted to be given by the Company or the Holder pursuant to the terms of
this Agreement shall be in writing and shall be deemed delivered (i) when delivered personally or by verifiable
facsimile transmission, unless such delivery is made on a day that is not a Business Day, in which case such
delivery will be deemed to be made on the next succeeding Business Day, (ii) on the next Business Day after
timely delivery to an overnight courier and (iii) on the Business Day actually received if deposited in the U.S.
mail (certified or registered mail, return receipt requested, postage prepaid), addressed as follows:



If
to the Company:

Integrated
BioPharma, Inc.225 Long AvenueHillside, New Jersey 07205Attn: Chief Executive OfficerTel: (973)
926-0816Fax: (973) 926-1735

With
a copy(which shall not constitute notice)to:



Greenberg
Traurig, LLP200 Park AvenueNew York, New York 10166Attn: Andrew H. AbramowitzTel: (212) 801-9200Fax:
(212) 801-6400



and
if to any Holder, to such address for such Holder as shall appear on such Holders signature page hereto, or
as shall be designated by such Holder in writing to the Company in accordance with thisSection
6.9.



6.10Expenses.
The Company and Investor shall pay all costs and expenses that it incurs in connection with the negotiation,
execution, delivery and performance of this Agreement or the other Transaction Documents. 6.11Entire
Agreement; Amendments.  This Agreement and the other
Transaction Documents constitute the entire agreement between the parties with regard to the subject matter
hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among
the parties.  Except as expressly provided herein, neither this Agreement nor any term hereof may be amended
except pursuant to a written instrument executed by the Company and (i) while the Note is outstanding, by the
Holdersholding
a majority of the outstanding principal of the Note, and (ii) if the Note is no longer outstanding, by the
Holders holding a majority of the shares of Series C Preferred Stock held by all Holders.
Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.



[Signature
Pages to Follow]



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



INTEGRATED
BIOPHARMA, INC.



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

[CDS
ENTITY]  By:     _______________________________
     Name:          Title:      ADDRESS: