8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
FORM 8-K

CURRENT REPORT Pursuant
to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 14, 2008

Integrated BioPharma, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-28876	22-2407475
(Commission File Number)	(IRS Employer Identification No.)

225 Long Avenue Hillside, New Jersey	07205
(Address of Principal Executive Offices)	(Zip Code)

(973) 926-0816

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_|     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_|     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_|     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_|     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 14, 2008, Integrated BioPharma, Inc. (the “Company”) entered into a First Amendment to Amended and Restated Securities Purchase Agreement and 8% Senior Secured Notes (the “First Amendment”), amending certain agreements and instruments entered into between the Company, Imperium Master Fund, Ltd. (“Imperium”) and certain other investors in connection with the Company’s February 2008 private placement of securities. The First Amendment was amended and restated on October 20, 2008 (the “Restated First Amendment”). The Restated First Amendment effected the following changes to the terms of the agreements entered into in February 2008:

·      the maturity date under the 8% Senior Secured Notes held by Imperium and the other investors (the “Notes”) was extended to November 15, 2009;

·      the Notes were amended to provide for an additional 11.5% premium to be paid by the Company upon repayment of the Notes;

·      a requirement that the Company issue 200,000 shares of its common stock to the investors if the Note was not repaid by a certain date was deleted;

·      the Company issued new warrants to purchase an aggregate of up to 500,000 shares of its common stock to the investors at an exercise price of $0.80 (the “Warrants”); and

·      the Company agreed to new covenants relating to maintenance of tangible net worth and audit rights.

The Company has agreed, pursuant to the terms of registration rights agreements with the investors (the “Registration Rights Agreements”), to (i) file a shelf registration statement, with respect to the resale of the shares of the Company’s common stock underlying the Warrants, with the SEC within 30 days after the execution of the First Amendment; (ii) have the shelf registration statement declared effective by the SEC no later than 90 days after such date, and (iii) keep the shelf registration statement effective until all remittable securities may be sold under Rule 144 under the Securities Act of 1933. If the Company is unable to comply with any of the above covenants, it will be required to pay liquidated damages to the investors based on a formula set forth in the Registration Rights Agreements.

The Warrants, and the shares of common stock underlying the Warrants, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued and sold in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act and Regulation D promulgated hereunder. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

The foregoing description of the Restated First Amendment, the Warrants and the Registration Rights Agreements, is qualified in its entirety by reference to the full text of such instruments and agreements, a copy of each of which is attached hereto as exhibits, and each of which is incorporated herein in its entirety by reference.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits.

Exhibit No.	Description
4.1	Form of Warrant issued to Investors.
10.1	Amended and Restated First Amendment to Amended and Restated Securities Purchase Agreement and 8% Senior Secured Notes, dated as of October 20, 2008, by and between Integrated BioPharma, Inc. and the Investors listed therein.
10.2	Registration Rights Agreement, dated as of October 14, 2008, by and between Integrated BioPharma, Inc. and the Investors listed therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

INTEGRATED BIOPHARMA, INC.

Date: October 20, 2008                                            By:     /s/ Dina Masi     

               Dina Masi

               Chief Financial Officer
 
 

EX-4

Exhibit 4.1

THIS WARRANT (THIS “WARRANT”) AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE 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. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED OR ASSIGNED TO ANY PERSON EXCEPT IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

WARRANT
TO PURCHASE COMMON STOCK

OF

INTEGRATED BIOPHARMA, INC.

Issue Date: October 14, 2008  Warrant No. [ ]

     THIS WARRANT of INTEGRATED BIOPHRAMA, INC., a Delaware corporation (the “Company”), certifies that [IMPERIUM MASTER FUND, LTD., a Cayman Islands company, and its successors and permitted assigns] (the “Holder”), has the right to purchase up to [_________] shares (such shares, the number of which may be adjusted hereunder, are referred to herein as the “Warrant Shares”) of the Company’s common stock, par value $0.002 per share (the “Common Stock”). The per share purchase price payable by the Holder for the Warrant Shares shall be $0.80 (such price, as may be adjusted hereunder, is referred to herein as the “Exercise Price”). The Holder may exercise this Warrant at any time and from time to time beginning on the Issue Date and ending at 5:00 p.m., New York City time, on the fifth anniversary of the Issue Date or, if such day is not a Business Day, on the next succeeding Business Day.

This Warrant has been issued pursuant to the First Amendment to Amended and Restated Securities Purchase Agreement and 7% Senior Secured Notes, dated as of the date hereof (the “Amendment”), by and between the Company, the Holder and the other investors party thereto. The Amendment amends, among other things, certain provisions of the Amended and Restated Securities Purchase Agreement, dated as of February 21, 2008 (the “Securities Purchase Agreement”), by and between the Company, the Hodler and the other investors party thereto.

1 .     DEFINITIONS.

(a)     Defined Terms. The following terms shall apply to this Warrant:

“Black-Scholes Value” means, as of a date of determination, the value of this Warrant as of such date of determination calculated pursuant to the Black-Scholes pricing model (using an expected volatility equal to the 100 day volatility obtained from the hvt function on Bloomberg (provided that if such function yields a volatility that is (x) less than 50%, the expected volatility shall be equal to 50%), or (y) greater than 80%, the expected volatility shall be equal to 80%)).

“Convertible Securities” means any stock or securities (other than Options) of the Company convertible into or exercisable or exchangeable for Common Stock.     

“Distribution Per Share Value” means, with respect to a Distribution, the aggregate fair market value of the assets to be so distributed divided by the number of shares of Common Stock as to which such Distribution is to be made. For purposes of this definition, the fair market value of any distributed assets shall be the value agreed to by the Company and the Holder in good faith. If the Company and the Holder are unable to agree on such fair market value within three Business Days, the Company shall submit such dispute to an independent investment banking firm of national reputation reasonably acceptable to the Holder, and shall cause such investment banking firm to perform such determination and notify the Company and the Holder of the results of determination no later than five Business Days from the time such dispute was submitted to it by the Company. Such investment bank’s determination shall be deemed conclusive absent manifest error. The fees of any such investment bank shall be borne by the party whose calculations were most at variance with those of such investment bank.

     “Excluded Securities” means (i) any securities issued upon the conversion or exercise of any options, warrants or convertible securities (x) to the extent such options, warrants or convertible securities were outstanding as of the Issue Date, and (y) the price at which such securities are issued is not less than the applicable exercise or conversion price in effect as of the Issue Date; (ii) shares of Common Stock issuable or issued to employees, officers, directors of, and consultants to, the Company and/or any Company Subsidiary, from time to time upon the exercise of options granted or to be granted in the discretion of the Board of Directors pursuant to one or more employee stock option plans or stock plans duly adopted by the Board of Directors; or (iii) shares of Common Stock issued in connection with any subdivision of Common Stock covered by Section 4(a).

“Issue Date” means the Issue Date set forth on the front page of this Warrant.

“Major Transaction” means the existence, occurrence or public announcement of, or entering into an agreement contemplating, a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock shall be changed into, or exchanged or tendered for, the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity, or the Company shall sell all or substantially all of its assets. A subdivision or combination of Common Stock that is covered

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by Section 4(a) shall not constitute a “Major Transaction”.

“Market Price” means, as of a particular date, the highest daily VWAP during the period of 20 consecutive Trading Days occurring immediately prior to (but not including) such date.

“Options” means any rights, warrants or options to subscribe for, purchase or receive Common Stock or Convertible Securities.

“VWAP” means, with respect to a Trading Day, the volume weighted average price of the Common Stock for such Trading Day on the Principal Market as reported by Bloomberg Financial Markets or, if Bloomberg Financial Markets is not then reporting such prices, by a comparable reporting service of national reputation selected by the Company and reasonably satisfactory to the Holder. If VWAP cannot be calculated for the Common Stock on such Trading Day on the foregoing bases, then the Company shall, at its sole cost and expense, submit such calculation to an independent investment banking firm of national reputation reasonably acceptable to the Holder, and shall cause such investment banking firm to perform such determination and notify the Company and the Holder of the results of determination no later than five Business Days from the time such calculation was submitted to it by the Company.

(b)     Definitional Cross-References. Each of the following additional terms shall have the meaning defined for such term in the Section or Agreement set forth opposite such term below:

“Amendment”	Preamble
“Assumed Variable Market Price”	4(d)(ii)(B)
“Cash Exercise”	2(c)
“Cashless Exercise”	2(c)
“Common Stock”	Preamble
“Company”	Preamble
“Delivery Date”	3(a)
“Determination Date”	4(b)
“Dilutive Issuance”	4(d)(i)
“Dispute Procedure”	2(b)
“Distribution”	4(b)
“Distribution Date”	4(b)
“Distribution Notice”	4(b)
“DTC”	3(b)
“Exercise Date”	2(a)
“Exercise Default”	3(c)
“Exercise Notice”	2(a)
“Exercise Price”	Preamble
“Holder”	Preamble
“Record Date”	4(b)
“Securities Purchase Agreement”	Preamble

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“Variable Rate Security”	4(d)(ii)(B)
“Warrant Shares’	Preamble

(c)     Terms Defined in the Securities Purchase Agreement. Any capitalized term used but not defined herein has the meaning specified in the Securities Purchase Agreement.

(d)     Usage. All definitions contained in this Warrant are equally applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of similar import refer to this Warrant as a whole and not to any particular provision of this Warrant.

2.      EXERCISE OF WARRANT.

       (a)      Exercise Notice. In order to exercise this Warrant, the Holder shall (i) deliver to the Company a completed exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”) and (ii) if applicable, pay the Exercise Price in accordance with Section 2(c). The Holder shall promptly thereafter deliver this Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 2(e). The Holder shall be deemed to have exercised this Warrant on the date (the “Exercise Date”) on which the applicable Exercise Notice was deemed delivered under Section 5(b).

       (b)     Disputes. In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 4), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants and reasonably acceptable to the Holder) within three Business Days following the applicable Exercise Date. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify the Company and the Holder of the results in writing no later than three Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.
 
     (c)     Payment of Exercise Price; Cashless Exercise. The Holder may pay the Exercise Price in either of the following forms or, at the election of Holder, a combination thereof:

          (i)     through a cash exercise (a “Cash Exercise”) by delivering immediately available funds, or
 

          (ii)     if an effective registration statement is not available for the resale of all of the Warrant Shares issuable hereunder at the time an Exercise Notice is delivered to the Company, through a cashless exercise (a “Cashless Exercise”), as hereinafter provided. The Holder may effect a Cashless Exercise by surrendering this Warrant to the Company and noting

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on the Exercise Notice that the Holder wishes to effect a Cashless Exercise, upon which the Company shall issue to the Holder the number of Warrant Shares determined as follows:

A =	B x (C-D)
	C
	where:	A =	the number of Warrant Shares to be issued to the Holder in such Cashless Exercise.
		B =	the number of Warrant Shares subject to such Cashless Exercise.
		C =	the Market Price as of the Exercise Date.
		D =	the Exercise Price as of the Exercise Date.

For purposes of Rule 144, it is intended and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares required by Rule 144 shall be deemed to have been commenced, on the Issue Date.

       (d)      Holder of Record. The Holder shall, for all purposes, be deemed to have become the holder of record of the Warrant Shares specified in an Exercise Notice on the Exercise Date specified therein, irrespective of the date of delivery of such Warrant Shares. Except as specifically provided herein, nothing in this Warrant shall be construed as conferring upon the Holder hereof any rights as a stockholder of the Company prior to the Exercise Date.
 
       (e)     Cancellation or Replacement of Warrant. This Warrant shall be canceled upon its exercise and, if this Warrant is exercised in part, the Company shall, at the time that it delivers Warrant Shares to the Holder pursuant to such exercise as provided herein, issue a new warrant, and deliver to the Holder a certificate representing such new warrant, with terms identical in all respects to this Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all or any portion of such new warrant at any time following the time at which this Warrant is exercised, regardless of whether the Company has actually issued such new warrant or delivered to the Holder a certificate therefor.
 

       (f)      Exercise Limitation. Notwithstanding any provision herein to the contrary, the Holder shall not be permitted to exercise this Warrant if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 2(f)), would exceed 9.9% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 9.9% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this

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Warrant at such time as such exercise will not violate the provisions of this Section 2(f). As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this Section 2(f) may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon 60 days’ prior written notice to the Company, to waive the provisions of this Section 2(f) without obtaining such consent.

3.      DELIVERY OF WARRANT SHARES.
 
     (a)     Delivery Date. With respect to a Cash Exercise, the Company shall deliver the Warrant Shares subject to such exercise no later than the close of business on the later to occur of (i) the third Business Day following the Exercise Date set forth in such Exercise Notice and (ii) the date on which the Company has received payment of the applicable Exercise Price. With respect to a Cashless Exercise, the Company shall deliver the Warrant Shares subject to such exercise no later than the close of business on the third Business Day following the Exercise Date set forth in such Exercise Notice. With respect to Warrant Shares that are the subject of a Dispute Procedure, the Company shall deliver the Warrant Shares required to be delivered (if any) no later than the close of business on the third Business Day following the resolution of such dispute pursuant to Section 2(b). Each of the delivery dates specified in this Section 3(a) is referred to herein as a “Delivery Date”.
 

     (b)     Method of Delivery. The Company or its designated transfer agent (the “Transfer Agent”) shall effect delivery of Warrant Shares in accordance with the method of delivery selected by the Holder in its Exercise Notice. If the Holder selects delivery through the Depository Trust Company (“DTC”), then the Company shall issue and deliver such shares to the Holder’s DTC account specified on such Exercise Notice via the Deposit Withdrawal Agent Commission System. In the event that any Warrant Shares are restricted and may not be delivered in accordance with the preceding sentence, or if the Holder as selected delivery of physical certificates in its Exercise Notice, the Company shall issue and deliver (by hand or overnight courier only) to the Holder or its nominee physical certificates representing such Warrant Shares.

     (c)     Failure to Deliver. In the event that the Company (i) fails for any reason (other than as a result of the Holder’s failure, in the case of a Cash Exercise, to pay the applicable Exercise Price for the Warrant Shares) to deliver Warrant Shares to the Holder as and when required under Sections 3(a) and 3(b), or (ii) fails to remove any restrictive legend from any outstanding Warrant Shares at the request of the Holder as and when required hereunder (either such failure being referred to herein as an “Exercise Default”), the Holder shall have the right to receive from the Company an amount equal to (x) (N/365) multiplied by (y) the aggregate Market Price of the Warrant Shares (calculated as of the date on which the applicable Exercise Notice was delivered) which are the subject of such Exercise Default multiplied by (z) the lower of eighteen percent (18%) and the maximum rate permitted by applicable Governmental Requirements, where “N” equals the number of days elapsed between (1) the date on which such Exercise Default first occurred and (2) the date on which such Exercise Default is finally cured. Amounts payable under the preceding sentence shall be paid to the Holder in immediately

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available funds on or before the second Business Day following written notice from the Holder to the Company specifying the amount owed to it by the Company. In the event that shares of Common Stock are purchased by or on behalf of the Holder in order to make delivery on a sale effected in anticipation of receiving Warrant Shares upon an exercise, the Holder shall have the right to receive from the Company, in addition to the foregoing amounts, (i) the aggregate amount paid by or on behalf of the Holder for such shares of Common Stock minus (ii) the aggregate amount of the net proceeds, if any, received by the Holder from the sale of the Warrant Shares if and when delivered to the Holder. In addition to the foregoing rights arising upon an Exercise Default, the Holder shall have the right to pursue all other remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).

       (d)     Restrictive Legends. None of the certificates representing Warrant Shares shall contain any restrictive legend unless required under the Securities Purchase Agreement. For purposes of this Section 3(d), the Warrant Shares shall be deemed to be “Securities” as such term is used in the applicable provisions of the Securities Purchase Agreement.

4.     ADJUSTMENTS; DISTRIBUTIONS; OTHER EVENTS.

     The Exercise Price and the number of Warrant Shares issuable hereunder shall be subject to adjustment from time to time as provided in this Section 4.

(a)     Subdivision or Combination of Common Stock. If the Company, at any time after the Issue Date, subdivides (by any stock split, stock dividend or similar transaction) its shares of Common Stock into a greater number of shares, then after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company, at any time after the Issue Date, combines (by reverse stock split or similar transaction) its shares of Common Stock into a smaller number of shares, then, after the date of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionally increased.

(b)     Distributions. If, at any time after the Issue Date, the Company declares or makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock, including without limitation any dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of capital stock of a subsidiary (a “Distribution”), the Company shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least 15 days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution Date”) (the earlier of such dates being referred to as the “Determination Date”). Upon receipt of the Distribution Notice, the Holder shall promptly (but in no event later than three Business Days) notify the Company whether it has elected (A) to receive the same amount and type of assets (including, without limitation, cash) being distributed as though the Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which this Warrant is exercisable as of such Determination Date (such number of shares to be determined without giving effect to any limitations on such exercise) or (B) upon any exercise of this Warrant on or after the Distribution Date, to reduce the Exercise Price in effect on the Business Day immediately preceding the

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Record Date (such date being deemed the Exercise Date for purposes hereof) by an amount equal to the Distribution Per Share Value. Upon receipt of such election notice from the Holder, the Company shall timely effectuate the transaction or adjustment contemplated in the foregoing clauses (A) or (B), as applicable. If the Holder does not notify the Company of its election pursuant to the preceding sentence on or prior to the Determination Date, the Holder shall be deemed to have elected clause (A) of the preceding sentence.

(c)     Convertible Securities; Options. If, at any time after the Issue Date, the Company issues Convertible Securities or Options to the record holders of the Common Stock, whether or not such Convertible Securities or Options are immediately convertible, exercisable or exchangeable, then the Holders shall be entitled, upon any exercise of this Warrant on or after the date of record for determining the stockholders entitled to receive such Convertible Securities or Options (or if no such record is taken, the date on which such Convertible Securities or Options are issued), to receive the aggregate number of Convertible Securities or Options which the Holder would have received with respect to the shares of Common Stock issuable upon such exercise (without giving effect to any limitations on such exercise contained in this Warrant) had the Holder been the holder of such shares of Common Stock on the record date for the determination of stockholders entitled to receive such Convertible Securities or Options (or if no such record is taken, the date on which such Convertible Securities or Options were issued).

(d)     Dilutive Issuances.

(i)     Adjustment upon Dilutive Issuance. If, at any time after the Issue Date, the Company issues or sells, or in accordance with Section 4(d)(ii) is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect on the date of such issuance or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then the Exercise Price shall be adjusted so as to equal the consideration received or receivable by the Company (on a per share basis) for the additional shares of Common Stock so issued, sold or deemed issued or sold in such Dilutive Issuance (which, in the case of a deemed issuance or sale, shall be calculated in accordance with Section 4(d)(ii)). Notwithstanding the foregoing, no adjustments to the Exercise Price shall be made pursuant to this Section 4(d) for any issuance of Excluded Securities.

(ii)     Effect on Exercise Price of Certain Events. For purposes of determining the adjusted Exercise Price under Section 4(d)(i), the following will be applicable:

(A)     Issuance of Options. If the Company issues or sells any Options, whether or not immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Price in effect on the date of issuance or sale of such Options (such date being deemed the Exercise Date for purposes hereof), then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” shall be determined by dividing (x) the total amount, if any, received or

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receivable by the Company as consideration for the issuance or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 4(d)(ii)(B)) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options. To the extent that shares of Common Stock or Convertible Securities are not delivered pursuant to such Options, upon the expiration or termination of such Options, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such Options been made on the basis of delivery of only the number of shares of Common Stock actually delivered.

(B)     Issuance Of Convertible Securities. If the Company issues or sells any Convertible Securities, whether or not immediately convertible, exercisable or exchangeable, and the price per share for which Common Stock is issuable upon such conversion, exercise or exchange is less than the Exercise Price in effect on the date of issuance or sale of such Convertible Securities (such date being deemed the Exercise Date for purposes hereof), then the maximum total number of shares of Common Stock issuable upon the conversion, exercise or exchange of all such Convertible Securities shall, as of the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. If the Convertible Securities so issued or sold do not have a fluctuating conversion or exercise price or exchange ratio, then for the purposes of the immediately preceding sentence, the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in this Section 4(d)(ii)(B)) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (B) the maximum total number of shares of Common Stock issuable upon the exercise, conversion or exchange of all such Convertible Securities. If the Convertible Securities so issued or sold have a fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Security”), then for purposes of the first sentence of this Section 4(d)(ii)(B), the “price per share for which Common Stock is issuable upon such conversion, exercise or exchange” shall be deemed to be the lowest price per share which would be applicable (assuming all holding period and other conditions to any discounts contained in such Variable Rate Security have been satisfied) if the conversion price of such Variable Rate Security on the date of issuance or sale thereof were equal to the actual conversion price on such date (or such higher minimum conversion price if such Variable Rate Security is subject to a minimum conversion price) (the “Assumed Variable Market Price”), and, further, if the conversion price of such Variable Rate Security at any time or times thereafter is less than or equal to the Assumed Variable Market Price last used for making any adjustment under this Section 4(d) with respect to any Variable Rate Security, the Exercise Price

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in effect at such time shall be readjusted to equal the Exercise Price which would have resulted if the Assumed Variable Market Price at the time of issuance of the Variable Rate Security had been equal to the actual conversion price of such Variable Rate Security existing at the time of the adjustment required by this sentence; provided, however, that if the conversion or exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result of provisions designed to protect against dilution, such Convertible Security shall not be deemed to be a Variable Rate Security. No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise or exchange of such Convertible Securities.

(C)     Change In Option Price Or Conversion Rate. If there is a change at any time in (x) the amount of additional consideration payable to the Company upon the exercise of any Options; (y) the amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange of any Convertible Securities; or (z) the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change shall be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed additional consideration or changed conversion, exercise or exchange rate, as the case may be, at the time initially issued or sold.

(D)     Calculation Of Consideration Received. If any Common Stock, Options or Convertible Securities are issued or sold for cash, the consideration received therefor will be the amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be.  A majority of the independent members of the Company’s Board of Directors shall calculate reasonably and in good faith, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration.

(e)     Major Transactions. If, at any time after the Issue Date, any Major Transaction shall occur, then the Holder shall thereafter have the right to either (i) require the Company to repurchase this Warrant for cash in an amount equal to the Black_Scholes Value determined as of the date on which such Major Transaction occurred or (ii) exercise this Warrant in whole or in part at any time prior to, on or after the record date for the receipt of the consideration payable to the holders of Common Stock and shall be entitled to receive, in lieu of the shares of Common Stock otherwise issuable upon exercise of this Warrant, such shares of stock, securities and/or other assets as would have been issued or payable upon such Major Transaction with respect to or in exchange for the number of shares of Common Stock which would have been issuable upon

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exercise of this Warrant had such Major Transaction not taken place (without giving effect to any limitations on such exercise contained in this Warrant). The Company shall not effect any Major Transaction unless (1) subsequent to the public disclosure by the Company of such Major Transaction, the Holder has been given written notice of such transaction by the earlier of (A) the date that is 30 days (61 days if, without giving effect to the limitation on exercise contained in Section 2(f), the Holder would beneficially own more than 9.9% of the Common Stock then outstanding) prior to the date on which such transaction is consummated, and (B) the date that is fifteen (15) days prior to the record date for the determination of the Company’s stockholders entitled to vote with respect to such transaction, and (2) the resulting successor or acquiring entity (if not the Company) assumes by written instrument (in form and substance reasonably satisfactory to the Holder) the obligations of the Company under this Warrant, with such adjustments to the Exercise Price and the securities covered hereby as may be necessary in order to preserve the economic benefits of this Warrant to the Holder. The above provisions shall apply regardless of whether or not there would have been a sufficient number of shares of Common Stock authorized and available for issuance upon exercise of this Warrant as of the date of such transaction, and shall similarly apply to successive Major Transactions.

(f)     Securities or Assets Other Than Common Stock. In the event that at any time, as a result of an adjustment made pursuant to this Section 4, the Holder of this Warrant shall, upon exercise of this Warrant, become entitled to receive securities or assets other than Common Stock; then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and include such other securities and assets, and thereafter the number of such other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 4.

(g) Adjustments to Warrant Coverage. Any adjustment made herein that results in an increase or decrease in the Exercise Price shall also effect a proportional decrease or increase, respectively, in the number of Warrant Shares into which this Warrant is exercisable so that the aggregate Exercise Price that the Holder was required to pay in order to exercise this Warrant in full immediately before such adjustment is the same as the aggregate Exercise Price that the Holder is required to pay in order to exercise this Warrant in full immediately after such adjustment.

(h)     Notice Of Adjustments. Upon the occurrence of each adjustment or readjustment of the Exercise Price pursuant to this Section 4 resulting in a change in the Exercise Price by more than one percent (1%), or any change in the number or type of stock, securities and/or other property issuable upon exercise of this Warrant, the Company, at its expense, shall promptly compute such adjustment, readjustment or change and prepare and furnish to the Holder a certificate setting forth such adjustment, readjustment or change and showing in detail the facts upon which such adjustment, readjustment or change is based. The Company shall, upon the written request at any time of the Holder, furnish to the Holder a like certificate setting forth (i) such adjustment, readjustment or change, (ii) the Exercise Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon exercise of this Warrant.

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5.     MISCELLANEOUS.

(a )     Failure to Exercise Rights not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof. All rights and remedies of the Holder hereunder are cumulative and not exclusive of any rights or remedies otherwise available. In the event that the Company breaches any of its obligations hereunder to issue Warrant Shares or pay any amounts as and when due, the Company shall bear all costs incurred by the Holder in collecting such amount, including without limitation reasonable legal fees and expenses.

     (b )     Notices. Any notice, demand or request required or permitted to be given by the Company or the Holder pursuant to the terms of this Warrant shall be in writing and shall be deemed delivered (i) when delivered personally, against written receipt therefor, 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 a nationally recognized 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 Avenue
          Hillside, New Jersey 07205
          Attn: Chief Executive Officer
          Tel: (973) 926-0816
          Fax: (973) 926-1735
 

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

          Greenberg Traurig, LLP
          200 Park Avenue
          New York, New York 10023
          Attn: Andrew H. Abramowitz
          Tel: (212) 801-9200

          Fax: (212) 801-6400

and if to the Holder, to such address for such party as shall appear on the signature page of the Securities Purchase Agreement executed by such party,; or as shall otherwise be designated by such party in writing to the other parties hereto in accordance this Section 5(b).
 

(c )     Amendments and Waivers. No amendment to this Warrant may be made except pursuant to a written instrument executed by the Company and by the Holder. No waiver of any provision of this Warrant may be made except pursuant to a written instrument executed by the party against whom such waiver is sought to be enforced. Any waiver given pursuant hereto shall be effective only in the specific instance and for the specific purpose for which given.

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(d )      Transfer of Warrant. The Holder may sell, transfer or otherwise dispose of all or any part of this Warrant (including without limitation pursuant to a pledge) to any Person as long as such sale, transfer or disposition is the subject of an effective registration statement under the Securities Ac and applicable state securities laws, or is exempt from registration thereunder. From and after the date of any such sale, transfer or disposition, the transferee hereof shall be deemed to be the holder of the portion of this Warrant acquired by such transferee, and the Company shall, as promptly as practicable (but in no event later than three Business Days from the date it receives notice thereof), issue and deliver to such transferee a new Warrant identical in all respects to this Warrant, in the name of such transferee. The Company shall be entitled to treat the original Holder as the holder of this entire Warrant unless and until it receives written notice of the sale, transfer or disposition hereof.

(e )     Lost or Stolen Warrant. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver to the Holder a new Warrant identical in all respects to this Warrant.

(f )      Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.

(g)     Successors and Assigns. The terms and conditions of this Warrant shall inure to the benefit of and be binding upon the respective successors (whether by merger or otherwise) and permitted assigns of the Company and the Holder. The Company may not assign its rights or obligations under this Warrant except as specifically required or permitted pursuant to the terms hereof.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Company has duly executed and delivered this Warrant as of the Issue Date.

INTERGRATED BIOPHARMA. INC.
 
 

                                                                       By:      __________________________

                                                                       Name:
                                                                       Title:
     
     

EXHIBIT A to WARRANT

EXERCISE NOTICE
 

     THIS EXERCISE NOTICE is being delivered by the undersigned to exercise the Warrant No. [ ], dated October 14, 2008 (the “Warrant”), issued by INTEGRATED BIOPHARMA, INC., a Delaware corporation (the “Company”), to the undersigned holder of the Warrant (the “Holder”).

1.      The Holder hereby irrevocably exercises the Warrant to purchase ________ shares of the Company’s Common Stock, par value $0.0002 per share (the “Warrant Shares”).

2.      The Exercise Price (as defined in the Warrant) as of the date of this Exercise Notice is $_____.

3.      The Holder intends that payment of the Exercise Price be made as:

     ____ a Cash Exercise with respect to _____________ Warrant Shares; and/or

     ____ a Cashless Exercise with respect to _____________ Warrant Shares.

4.      If the Warrant Shares are to be issued to a nominee of the Holder, the name of such nominee is ________________.

Date: __________ ___, 20__
 
___________________________________
     Name of Holder
 
By:      _______________________________
           Name:
           Title:

Holder Requests Delivery to be made: (check one)

|  |  By Delivery of Physical Certificates to the Following Address:

     _____________________________________

     _____________________________________
 

|  |  Through Depository Trust Corporation

     (DWAC to _____________ DTC # __________________)

     (FBO ___________________________) (Account # _______________________)     

EX-10

Exhibit 10.1
 
 

AMENDED AND RESTATED
FIRST AMENDMENT TO
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
AND 8% SENIOR SECURED NOTES

THIS AMENDED AND RESTATED FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AND 8% SENIOR SECURED NOTES, dated as of October 20, 2008 (this “Amendment”), is by and between Integrated BioPharma, Inc., a Delaware corporation (the “Company”), and each of the investors whose names appear on the signature pages hereof. Such investors are each referred to herein as an “Investor” and, collectively, as the “Investors”.

A.     The Company and the Investors are party to the Amended and Restated Securities Purchase Agreement, dated as of February 21, 2008 (the “Securities Purchase Agreement”), pursuant to which the Company sold its 8% Senior Secured Notes (the “Notes”) and certain other securities.

B.     The Company has requested that the maturity date of the Notes be extended to November 15, 2009 and that Section 5.7 of the Securities Purchase Agreement be deleted. The Investors are willing to grant the foregoing request in consideration for (i) a 11.5% premium on the principal on and certain other amounts payable under the Notes, (ii) certain new covenants applicable to the Company, (iii) Warrants exercisable for an aggregate of 500,000 shares of the Company’s Common Stock at a per share exercise price of $0.80, and (iv) the registration of the resale of the shares of the Company’s Common Stock for which such Warrants are exercisable.

C.     The Company and the Investors entered into the First Amendment to Amended and Restated Securities Purchase Agreement and 8% Senior Secured Notes, dated as of October 14, 2008 (the “Original Amendment”), to effectuate the transactions contemplated by the foregoing recital.

D.     The Investors have requested an amendment to the Original Amendment, and the Company has agreed to enter into such amendment.

E.     The Investors hold all of the outstanding Notes, and as such, have the authority to amend and restate the Original Amendment together with the Company as contemplated by the foregoing recital and reflected herein.

     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 and the Investors hereby agree that the Original Amendment is hereby amended and restated to read in its entirety as follows:

1.     AMENDMENTS.
 

     1.1     Extension of Maturity Date. As used in the Notes and any other Transaction Document, the term “Maturity Date” shall mean November 15, 2009.

     1.2     Premium upon Repayment of Notes. At any time when all or any portion of the principal of a Note is due and payable by the Company, whether at maturity, through acceleration, by prepayment or otherwise, the amount payable by the Company to the holder of such Note shall be equal to the sum of (i) all accrued and unpaid Interest on such Note (as defined in the Notes and specifically excluding default interest) plus (ii) 111.5% of the sum of (x) the amount of principal that is then due and payable under such Note plus (y) all accrued and unpaid default interest (if any) on such Note plus (z) all other fees and expenses (if any) payable by the Company to the holder of such Note under any of the Transaction Documents (as defined in the Securities Purchase Agreement). This Section 1.2 amends and supersedes the provisions contained in any of the Transaction Documents (including Sections 2(c), 3 and 4 under the Notes) to the extent such provisions pertain to the amount that the Company is required to repay under the Notes.

     1.3     Deletion of Section 5.7 in the Securities Purchase Agreement. Section 5.7 of the Securities Purchase Agreement is hereby deleted in its entirety, and is of no force or effect.
 

     1.4     New Tangible Net Worth Covenant. A new Section 5.14 is hereby added to the Securities Purchase Agreement, and such new section shall read in its entirety as follows:

     “Section 5.14     Tangible Net Worth. During the period beginning on October 14, 2008 and ending on the Termination Date, the Company shall maintain (a) a Tangible Net Worth greater than $5,000,000 and (b) Consolidated Net Tangible Assets greater than $17,500,000. As used herein, the following terms shall have the respective meanings indicated:

“Accounts Receivable” means, as to any Person at any time of determination, 97% of all accounts receivable of such Person.

“Consolidated Liabilities” means, at any time of determination, the total Liabilities of the Company and its Subsidiaries at such time, without duplication.

“Consolidated Net Tangible Assets” means, at any time of determination, the total Net Tangible Assets of the Company and its Subsidiaries at such time, without duplication.

“Liabilities” means, as to any Person at any time of determination, all (i) Debt (including the Notes and other Permitted Debt) of such Person, provided that with respect to any revolving credit line facility of such Person, only (x) that portion of such facility that has actually been drawn under such facility at such time plus (y) any additional amount that such Person is obligated to draw pursuant to the terms of such facility at any time on or after such time, shall be included as a Liability of such Person,

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            (ii) all accounts payable (including all trade payables), (iii) accrued expenses and other current liabilities, and (iv) deferred taxes and other non-cash liabilities.

“Net Tangible Assets” means, as to any Person at any time of determination, the aggregate value of (i) all cash and cash equivalents of such Person; (ii) all Accounts Receivable of such Person, (iii) all inventory of such Person, valued at the lesser of cost and net realizable value thereof; and (iv) all real and personal property and equipment of such Person net of depreciation. For the avoidance of doubt, “Net Tangible Assets” does not include goodwill or any other intangible assets.

“Tangible Net Worth” means, at any time of determination, the Consolidated Tangible Net Assets minus the Consolidated Liabilities at such time.

In furtherance of the foregoing financial covenant, the Company shall, on or prior to the 30^th day following each fiscal quarter following October 14, 2008 (or, if such fiscal quarter is the Company’s fourth fiscal quarter, then on or prior to the 45^th day following such fiscal quarter), deliver to each Holder a certificate certified by the Chief Financial Officer of the Company certifying (i) that as of the last day of such fiscal period, the Company was, to such officer’s knowledge, in compliance with the foregoing financial covenant and (ii) the actual Tangible Net Worth and Consolidated Net Tangible Assets as of the last day of such fiscal quarter.

1.5     New Audit Right Covenant. A new Section 5.15 is hereby added to the Securities Purchase Agreement, and such new section shall read in its entirety as follows:

“5.15     Audit Rights. The Company agrees that, during the period beginning on October 14, 2008 and ending on the Termination Date, the Company shall (i) permit Imperium and its officers, employees, accountants and its other representatives to have reasonable access during normal business hours (and upon reasonable notice) to the Company’s books and records, and (ii) furnish to Imperium and its representatives such financial and operating data and other information in the Company’s possession or control with respect to the Company’s business as Imperium shall from time to time reasonably request. In making any inspection hereunder, Imperium will not reveal or disclose any information obtained by it hereunder, except (a) to its accountants and other representatives in connection with an audit of the Company’s financial books and records, or (b) as required by Governmental Requirements.

1.6     OTC Bulletin Board. Section 5.3(g) of the Securities Purchase Agreement is hereby amended by inserting “the OTC Bulletin Board” after “the American Stock Exchange” and before “or such other exchange”.

2.     NEW WARRANTS; REGISTRATION RIGHTS.

Concurrently with the execution of this Amendment, (i) the Company shall issue and deliver to each Investor a Warrant, in the form attached hereto as Exhibit A (the “Warrants”),

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exercisable for the number of shares of the Company’s Common Stock set forth beneath such Investor’s signature to this Amendment, and (ii) the Company and the Investors shall enter into a Registration Rights Agreement, in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), with respect to the registration of the resale of the shares of the Company’s Common Stock for which the Warrants are exercisable.

3.      REPRESENTATIONS AND WARRANTIES.
 

3.1     Investors. Each Investor hereby severally and not jointly represents and warrants to the Company as of the date hereof as follows:

(a)     such Investor has the requisite power and authority to execute, deliver and perform this Amendment; and

(b)     this Amendment constitutes such Investor’s valid and legally binding obligation, enforceable in accordance with its terms, subject to (x) 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 (y) general principles of equity.

3.2     The Company. The Company hereby represents and warrants to each Investor as of the hereof as follows:

(a)      the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware;

(b)      the Company has the requisite corporate power and authority to execute, deliver and perform this Amendment, the Warrants and the Registration Rights Agreement (collectively, the “Amendment Documents”);

(c)      all corporate action on the part of the Company and by its officers and directors necessary for the authorization, execution and delivery of, and the performance by the Company of its obligations under, the Amendment Documents have been taken, and no further consent or authorization of any other party is required;

(d)      the Amendment Documents constitute the Company’s valid and legally binding obligations, enforceable in accordance with their 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; and

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(e)      the execution, delivery and performance of the Amendment Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in any violation of any provisions of any of the Company’s organizational documents or in a default under any provision of any instrument or contract to which the Company is a party or by which any of its assets are bound, or in violation of any provision of any Governmental Requirement (as defined in the Securities Purchase Agreement) applicable to the Company.

4.     MISCELLANEOUS.
 

     4.1     Entire Agreement; Amendments. This Amendment constitutes the entire agreement between the parties with regard to the subject matter hereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Neither this Amendment nor any term hereof may be amended or waived except pursuant to a written instrument executed by the Company and by the holders of the Notes holding a majority of the outstanding principal of the Notes. Any waiver granted hereunder shall be effective only in the specific instance and for the specific purpose for which given.

     4.2     Governing Law. This Amendment 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.

     4.3     Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

     4.4     Effect on Transaction Documents. Except as expressly set forth in this Amendment, none of the Investors is amending or waiving any of its rights under the Notes or any other Transaction Documents. For the avoidance of doubt, from and after the date hereof, this Amendment, the Warrants and the Registration Rights Agreement shall be deemed to be a part of the “Transaction Documents”, as such term is defined in the Securities Purchase Agreement.
 

     4.6     Expenses. The Company shall, concurrently with the execution of this Amendment, reimburse Imperium Advisers, LLC $7,500 for its out-of-pocket expenses (including, without limitation, legal fees and expenses) incurred by it in connection with the preparation, negotiation and execution of the Amendment Documents.

[The remainder of this page was intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Amendment as of the date set forth in the first paragraph hereof.

INTEGRATED BIOPHARMA, INC.

By:     /s/ Christina Kay

          Christina Kay
          Executive Vice President
 
IMPERIUM MASTER FUND, LTD.
 
By:     /s/ Maurice Hryshko, Esq. 
          Maurice Hryshko, Esq.
          General Counsel

          Warrants:     366,050
 

JOHN MICHAELSON
 
By:     /s/ John Michaelson

          John Michaelson

          Warrants:     53,550
 

JED FAMILY TRUST
 
By:      /s/ Jeff Devers.

          Jeff Devers.
          Trustee

          Warrants:     71,450
 

MARK AIN
 
By:     /s/ Mark Ain

          Mark Ain

          Warrants:     8,950
 

EX-10

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 14, 2008 (this “Agreement”), is by and between INTEGRATED BIOPHARMA, INC., a Delaware corporation (the “Company”), and each of the investors whose names appear on the signature pages hereof. Such investors are each referred to herein as an “Investor” and, collectively, as the “Investors”.
 
          The Company has agreed, on the terms and subject to the conditions set forth in the First Amendment to Amended and Restated Securities Purchase Agreement and 8% Senior Secured Notes, dated as of the date hereof (the “Amendment”), between the Company and the Investors, to issue to the Investors Warrants (the “Warrants”) exercisable for the Company’s Common Stock, par value $0.002 per share (the “Common Stock”).

     In order to induce the Investors to enter into the Amendment, the Company has agreed to provide certain registration rights with respect to the resale of the shares of Common Stock that are issuable to the Investors upon the exercise of the Warrants.
 

     In consideration of the Investors entering into the Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

      1 .     DEFINITIONS.

     (a)     Defined Terms. When used herein, the terms below shall have the respective meanings indicated:

“Amendment” has the meaning set forth in the recitals to this Agreement.

“Common Stock” has the meaning set forth in the recitals to this Agreement.

“Company” has the meaning set forth in the preamble to this Agreement.

“Effective Date” means the date on which the Registration Statement is declared effective by the Commission.

        “Exercise Price” has the meaning given to such term in the Warrants.

        “Filing Date” means the date on which the Registration Statement is filed with the Commission.

        “Filing Deadline” means thirty (30) days from the date hereof.

        “Holder” means any Person owning or having the right to acquire any Registrable Securities.

        “Investor” and “Investors” have the meanings set forth in the preamble to this Agreement.

        “Market Price” has the meaning given to such term in the Warrants.

        “Registrable Securities” means (i) all of the shares of Common Stock that are issuable to the Holders upon the exercise of the Warrants, and (ii) all shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of such shares of Common Stock.

        “Registration Deadline” means ninety (90) days after the Closing Date.

        “Registration Default Payment Amount” means the greater of (x) $8,000 and (y) two percent (2.0%) of the product of the Market Price determined as of the date on which such Registration Default Payment Amount is due multiplied by the aggregate number of Registrable Securities.

        “Registration Period” has the meaning set forth in Section 2(f) of this Agreement.

        “Registration Statement” means a registration statement or statements prepared in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act (“Rule 415”) or any successor rule providing for the offering of securities on a continuous or delayed basis.

        “Securities Purchase Agreement” means the Amended and Restated Securities Purchase Agreement, dated as of February 21, 2008, by and between the Company and the Investors.

        “Warrants” has the meaning set forth in the recitals to this Agreement.

(b)     Terms Defined in Securities Purchase Agreement. Any capitalized term used but not defined herein has the meaning specified in the Securities Purchase Agreement.

(c)     Usage. 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 refer to this Agreement as a whole and not to any particular provision of this Agreement.

2 .      REGISTRATION.

     (a )     Filing of Registration Statement. On or before the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement on Form S-3 as a “shelf” registration statement under Rule 415 covering the resale of one hundred twenty-five percent (125%) of the number of shares of Common Stock that would then be issuable if all of the Warrants

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were exercised at the Exercise Price then in effect. Such Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable in order to prevent dilution resulting from stock splits, stock dividends or similar events.

     
     (b)     Effectiveness. The Company shall use its best efforts to cause the Registration Statement to become effective as soon as practicable following the filing thereof, but in no event later than the Registration Deadline. The Company shall respond promptly to any and all comments made by the staff of the Commission with respect to a Registration Statement, and shall submit to the Commission, within three (3) Business Days after the Company learns that no review of such Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further comments on such Registration Statement, as the case may be, a request for acceleration of the effectiveness of such Registration Statement as soon as possible after the submission of such request.

     (c)     Registration Default. If (i) the Registration Statement is not filed on or before the Filing Deadline or declared effective by the Commission on or before the Registration Deadline, (ii) after a Registration Statement has been declared effective by the Commission, sales of Registrable Securities (other than such Registrable Securities as are then freely saleable pursuant to Rule 144) cannot be made by a Holder under a Registration Statement for any reason not within the exclusive control of such Holder or (iii) an amendment or supplement to a Registration Statement, or a new registration statement, required to be filed pursuant to the terms of Section 3(i), is not filed on or before the date required thereby (each of the foregoing clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company shall pay each Holder an amount of cash equal to such Holder’s pro rata share (based on the number of Registrable Securities then held by or issuable to such Holder) of the Registration Default Payment Amount and, for each thirty (30) day period thereafter that such Registration Default remains uncured, an additional cash payment equal the Registration Default Payment Amount (pro rated for any period of less than thirty (30) days). The first payment required to be made by the Company under this Section 2(c) shall be made within five (5) Business Days following the date on which a Registration Default first occurs and subsequent payments shall be made on the earlier of (A) the last day of each thirty (30) day period in which such Registration Default is continuing and (B) the date on which such Registration Default is cured (or, if any such day is not a Business Day, on the Business Day immediately following such day). Any such payment shall be in addition to any other remedies available to each Holder at law or in equity, whether pursuant to the terms hereof or otherwise.

     (d)     Allocation of Registered Shares. The initial number of the Registrable Securities included in any Registration Statement and each increase in the number thereof included therein shall be allocated pro rata among the Holders (based on the number of Registrable Securities then held by or issuable to each Holder) at the time the Registration Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the Commission. In the event that a Holder sells or otherwise transfers any of such Holder’s Registrable Securities, each transferee shall be allocated the portion of the then remaining number of Registrable Securities included in such Registration Statement and allocable to such Holder.

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     (e)     Registration of Other Securities. During the period beginning on the date hereof and ending on the Effective Date, the Company shall refrain from filing any registration statement (other than (i) a Registration Statement filed hereunder or (ii) a registration statement on Form S-8 with respect to stock option plans and agreements and stock plans currently in effect and disclosed in the Securities Purchase Agreement or the schedules thereto). In no event shall the Company include any securities other than Registrable Securities on any Registration Statement filed by the Company on behalf of the Holders pursuant to the terms hereof.

     (f)     Registration Period. The Company will maintain the effectiveness of each Registration Statement filed pursuant to this Agreement until the date on which all of the Registrable Securities remaining to be sold under such Registration Statement (in the reasonable opinion of counsel to the Company) may be immediately sold to the public under Rule 144 under the Securities Act or any successor provision (the period beginning on the Registration Deadline and ending on the earliest to occur of clause (i) or (ii) above being referred to herein as the “Registration Period”) or until such later date as the Company shall determine.

3.     ADDITIONAL COVENANTS OF THE COMPANY.

     In addition to performing its obligations hereunder, including, without limitation, those pursuant to Section 2 above, the Company shall, with respect to each Registration Statement:

     (a )     prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act or to maintain the effectiveness of such Registration Statement during the Registration Period, or as may be reasonably requested by a Holder in order to incorporate information concerning such Holder or such Holder’s intended method of distribution;
 

     (b)     as soon as practicable following the Closing, take all steps necessary and otherwise use its best efforts to secure the listing on the Principal Market of the Registrable Securities, and at any Holder’s request, provide such Holder with reasonable evidence thereof;
 
     (c)     so long as a Registration Statement is effective covering the resale of the applicable Registrable Securities owned by a Holder, furnish to each Holder such number of copies of the prospectus included in such Registration Statement, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate the disposition of such Holder’s Registrable Securities;

     (d)     use commercially reasonable efforts to register or qualify the Registrable Securities under the securities or “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested from time to time by a Holder, and do any and all other acts or things which may reasonably be necessary or advisable to enable such Holder to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction;

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     (e)     notify each Holder immediately after becoming aware of the occurrence of any event (but shall not, without the prior written consent of such Holder, disclose to such Holder any facts or circumstances constituting material non-public information) as a result of which the prospectus included in such Registration Statement, as then in effect, contains an untrue statement of material fact or omits 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, and as promptly as practicable prepare and file with the Commission and furnish to each Holder a reasonable number of copies of a supplement or an amendment to such prospectus as may be necessary so that such prospectus does 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 not misleading in light of the circumstances then existing;
 
     (f)     use commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of such Registration Statement and, if such an order is issued, to use commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible time and to notify each Holder in writing of the issuance of such order and the resolution thereof;
 
     (g)     furnish to each Holder, on the date that such Registration Statement, or any successor registration statement, becomes effective, a letter, dated such date, signed by outside counsel to the Company and addressed to such Holder, confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order;

     (h)     permit counsel for each Holder to review such Registration Statement and all amendments and supplements thereto, and any comments made by the staff of the Commission and the Company’s responses thereto, within three (3) Business Days prior to the filing thereof with the Commission (or, in the case of comments made by the staff of the Commission, within a reasonable period of time following the receipt thereof by the Company); and

     (i)     subject to Section 2(f), in the event that, at any time, the number of shares available under the Registration Statement is insufficient to cover one hundred twenty five percent (125%) of the number of shares of Common Stock that would then be issuable if all of the Warrants were exercised at the Exercise Price then in effect, the Company shall promptly amend such Registration Statement or file a new registration statement, in any event as soon as practicable, but not later than the tenth (10^th) day following notice from a Holder of the occurrence of such event, so that such Registration Statement or such new registration statement, or both, covers no less than one hundred fifty percent (150%) of the number of shares of Common Stock that would then be issuable if all of the Warrants were exercised at the Exercise Price then in effect. The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. Any Registration Statement filed pursuant to this Section 3(i) shall state that, to the extent permitted by Rule 416 under the Securities Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable in order to prevent dilution resulting from stock splits, stock dividends or similar events. Unless and until such amendment or new Registration Statement becomes effective, each Holder shall have the rights described in Section 2(c).

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4.      OBLIGATIONS OF EACH HOLDER.

     In connection with the registration of Registrable Securities pursuant to a Registration Statement, each Holder shall:

     (a )     within three (3) Business Days after receipt of written request from the Company, furnish to the Company in writing such information regarding itself and the intended method of disposition of such Registrable Securities as the Company shall reasonably request in order to effect the registration thereof;
 
     (b )     upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f), immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such Registration Statement until the filing of an amendment or supplement as described in such Section 3(e) or withdrawal of the stop order referred to in such Section 3(f), and use commercially reasonable efforts to maintain the confidentiality of such notice and its contents;
 
     (c)     to the extent required by applicable law, deliver a prospectus to the purchaser of such Registrable Securities;
 
     (d)     promptly notify the Company when it has sold all of the Registrable Securities beneficially owned by it; and
 

     (e)     notify the Company in the event that any information supplied by such Holder in writing for inclusion in such Registration Statement or related prospectus contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing.

5.      INDEMNIFICATION.

     In the event that any Registrable Securities are included in a Registration Statement under this Agreement:

     (a )     The Company shall indemnify and hold harmless each Holder, the officers, directors, employees, agents and representatives of such Holder, and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, liabilities or reasonable out-of-pocket expenses (whether joint or several) (collectively, including reasonable legal expenses or other expenses reasonably incurred in connection with investigating or defending same, “Losses”), insofar as any such Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement under which such Registrable Securities were registered, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein 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. Subject to the provisions of Section 5(c), the Company will reimburse such Holder, and each such officer, director, employee, agent, representative or controlling person, for any reasonable legal expenses or other out-of-pocket expenses (promptly as such expenses are

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incurred) by any such entity or person in connection with investigating or defending any Loss; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be obligated to indemnify any person for any Loss to the extent that such Loss arises out of or is based upon (i) any omission to state a material fact required to be stated therein or necessary to make statements therein not misleading that conforms in all material respects to written information furnished by such person expressly for use in such Registration Statement or (ii) a failure of such person to deliver or cause to be delivered the final prospectus contained in the Registration Statement and made available by the Company, if such delivery is required by applicable law.
 
     (b )     Each Holder who is named in such Registration Statement as a selling shareholder, acting severally and not jointly, shall indemnify and hold harmless the Company, the officers, directors, employees, agents and representatives of the Company, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any Losses insofar as any such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact stated therein or any omission to state a material fact required to be stated therein or necessary to make statements therein not misleading that conforms in all material respects to written information furnished by such person expressly for use in such Registration Statement. Subject to the provisions of Section 5(c), such Holder will reimburse any reasonable legal or other expenses (promptly as such expenses are incurred) by the Company and any such officer, director, employee, agent, representative, or controlling person, in connection with investigating or defending any such Loss; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that, in no event shall any indemnity under this Section 5(b) exceed the amount of the net proceeds resulting from the sale of Registrable Securities by such Holder under such Registration Statement.
 
     (c )     Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including any governmental action or proceeding), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5, promptly deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and to assume the defense thereof with counsel selected by the indemnifying party and reasonably acceptable to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the reasonably incurred fees and expenses of such counsel to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between such indemnified party and any other party represented by such counsel in such action or proceeding. The failure by an indemnified party to notify the indemnifying party within a reasonable time following the commencement of any action or proceeding of which the indemnified party is aware, to the extent materially prejudicial to such indemnifying party’s ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5 with respect to such action or proceeding, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability

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that it may have to any indemnified party otherwise than under this Section 5 or with respect to any other action or proceeding.
 
     (d )     In the event that the indemnity provided in Sections 5(a) or 5(b) is unavailable or insufficient to hold harmless an indemnified party for any reason, the Company and each Holder agree, severally and not jointly, to contribute to the aggregate Losses to which the Company or such Holder (or its respective officers, directors, employees, agents, representatives or controlling persons), may be subject in such proportion as is appropriate to reflect the relative fault of the Company and such Holder in connection with the statements or omissions which resulted in such Losses; provided, however, that in no case shall such Holder be responsible for any amount in excess of the net proceeds resulting from the sale of Registrable Securities under the Registration Statement. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company or by such Holder. The Company and each Holder agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 5(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. For purposes of this Section 5, each person who controls a Holder within the meaning of either the Securities Act or the Exchange Act and each officer, director, employee, agent or representative of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer, director, employee, agent or representative of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 5(d).
 
     (e)     The obligations of the Company and each Holder under this Section 5 shall survive the completion of any offering or sale of Registrable Securities pursuant to a Registration Statement under this Agreement, or otherwise.
 

6.      RULE 144 SALES.
 

     With a view to making available to each Holder the benefits of Rule 144 and any other similar rule or regulation of the Commission that may at any time permit such Holder to sell securities of the Company to the public without registration, the Company agrees to furnish to such Holder, so long as such Holder owns any Registrable Securities, promptly upon written request (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144 and the Exchange Act, (ii) to the extent not publicly available through the Commission’s EDGAR database, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the Commission, and (iii) such other information as may be reasonably requested by such Holder in connection with such Holder’s compliance with any rule or regulation of the Commission which permits the selling of any such securities without registration.

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7.      MISCELLANEOUS.
 
     (a )     Expenses of Registration. Except as otherwise provided in the Securities Purchase Agreement, all reasonable expenses, other than underwriting discounts and commissions and fees and expenses of counsel and other advisors to each Holder, incurred in connection with the registrations, filings or qualifications described herein, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, the fees and disbursements of counsel for the Company, and the fees and disbursements incurred in connection with the letter described in Section 3(g), shall be borne by the Company.

     (b )     Amendment; Waiver. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended or waived except pursuant to a written instrument executed by the Company and the Holders of at least a majority of the Registrable Securities then held by or issuable to all Holders. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
 

     (c)     Notices. Any notice, demand or request required or permitted to be given by the Company or a 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 Avenue

               Hillside, New Jersey 07205
               Attn: Chief Executive Officer
               Tel: (973) 926-0816
               Fax: (973) 926-1735

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

               Greenberg Traurig, LLP
               200 Park Avenue
               New York, New York 10023
               Attn: Andrew H. Abramowitz
               Tel: (212) 801-9200

               Fax: (212) 801-6400

and if to a Holder, to such address for the Holder as provided by such Holder under the Securities Purchase Agreement, or as shall be designated by the Holder in writing to the other parties hereto in accordance with this Section 7(c).

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(d)     Assignment. Upon the transfer of any Registrable Securities by a Holder, the rights of such Holder hereunder with respect to such securities so transferred shall be assigned automatically to the transferee thereof, and such transferee shall thereupon be deemed to be a “Holder” for purposes of this Agreement, as long as: (i) the Company is, within a reasonable period of time following such transfer, furnished with written notice of the name and address of such transferee, (ii) the transferee agrees in writing with the Company to be bound by all of the provisions hereof, and (iii) such transfer is made in accordance with the applicable law and the requirements of the Securities Purchase Agreement.

(e)     Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed 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.

(f)     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.

(g)     Holder of Record. A person is deemed to be a Holder whenever such person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the record owner of such Registrable Securities.

(h)      Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, superseding all prior agreements and understandings, whether written or oral, between or among the parties hereto.

(i)      Headings. The headings in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

(j)      Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

[Signature Page to Follow]

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

INTEGRATED BIOPHARMA, INC.

By:      _______________________________

           Name:

           Title:
 
 

IMPERIUM MASTER FUND, LTD.
 

By:     _______________________________
          Maurice Hryshko, Esq.

          General Counsel

JOHN MICHAELSON

_______________________________

JED FAMILY TRUST

By:      _______________________________
          Jeff Devers.
          Trustee

MARK AIN

_______________________________