FIRST AMENDMENT TO NOTES

This FIRST AMENDMENT TO NOTES, dated as of February 19, 2016 (this "Amendment"), among INTEGRATED BIOPHARMA, INC., a Delaware corporation (the "Company"), AGROLABS, INC., a New Jersey corporation ("AgroLabs"), IHT HEALTH PRODUCTS, INC., a Delaware corporation ("IHT Health"), IHT PROPERTIES CORP., a Delaware corporation ("IHT Properties"), VITAMIN FACTORY, INC., a Delaware Corporation ("Vitamin"), INB:MANHATTAN DRUG COMPANY, INC., a New York corporation ("MDC", and together with AgroLabs, IHT Health, IHT Properties and Vitamin, collectively, the "Company Subsidiaries", and each, a "Company Subsidiary", and together with the Company, collectively the "Loan Parties", and each, a "Loan Party"), and CD FINANCIAL, LLC, a Florida limited liability company ("CD Financial").

WHEREAS, reference is made to the following: (i) the Amended and Restated Convertible Secured Promissory Note, dated June 27, 2012, made by the Company and payable to the order of CD Financial in the original principal amount of $5,350,000 (the "Consolidated Note"); and (b) the Promissory Note, dated June 27, 2012, made by the Company and payable to the order of CD Financial in the original principal amount of $1,714,000 (the "Liquidity Note", and together with the Consolidated Note, collectively, the "Notes").

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Notes or the Securities Purchase Agreement (as defined in each of the Notes), as applicable;

WHEREAS, the Company has requested that CD Financial amend each of the Notes, as provided herein; and

WHEREAS, CD Financial is willing to amend each of the Notes as set forth below, all on and subject to the terms set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: