Exhibit 10.1
                                      BB&T
                                 LOAN AGREEMENT


      This Loan Agreement (the "Agreement") is made this 7th day of April, 1999,
by and between BRANCH BANKING AND TRUST COMPANY, a banking association organized
and existing under the laws of North Carolina ("Bank"), and:

       _____________________________, _________________________________, and
_______________________, individuals residing in the State of
_____________________ (collectively "Borrower"), d/b/a__________________________

      ____________________________________, a ________________  general  limited
partnership(s) ("Borrower"), having principal offices in_______________________.
      Embrex, Inc., a corporation(s) organized under the laws of North Carolina
("Borrower"), having principal offices in Durham, North Carolina.
      ____________________________________, a limited liability company
partnership organized under the laws of __________________________ ("Borrower"),
having principal offices in ______________________________________________
      ___________________________________________________ and _________________
___________________________________________ ("Guarantor").

      The Borrower has applied to Bank for and the Bank has agreed to make,
subject to the terms of this Agreement, the following loan(s):

      Term Loan ("Loan #1") in the principal amount of $__________________ for
the purpose of________________________________________________________________
to be evidenced by the Borrower's Promissory Note dated ______________,
________, payable in _________ consecutive equal __________________ principal
installments in the amount of $_____________ plus accrued interest or
installments of principal and interest in the amount of $______________________,
commencing on the _________ day of ___________, _______, and the _________ day
of each _________ thereafter through _______________, _______. Loan #1 shall
mature on __________________, _____, when the entire unpaid principal balance
then outstanding plus accrued interest thereon shall be paid in full. Loan #1
shall bear interest at a rate at all times equal to ______% per annum or
________% per annum above the Bank's Prime Rate adjusted daily monthly quarterly
and shall be secured by ________________
_______________________________________________________________________________.
      Line of Credit ("Loan #3") in principal amount not to exceed $6,000,000.00
in the aggregate at any one time outstanding for the purpose of providing a
working capital line of credit to be evidenced by the Borrower's Promissory Note
dated April 7, 1999 maturing October 2, 2000, when the entire unpaid principal
balance then outstanding plus accrued interest thereon shall be paid in full.
Prior to maturity or the occurrence of any Event of Default hereunder the
Borrower may borrow, repay, and reborrow hereunder through maturity. Loan #3
shall bear

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interest at a rate at all times equal to _________% per annum or 2.00% per annum
above the Bank's LIBOR Rate, adjusted daily monthly quarterly and shall be
secured by (See Exhibit A).
      ________________ ("Loan #3") in the principal amount not to exceed
$____________, for the purpose of______________________________________________
to be evidenced by the Borrower's Promissory Note dated ___________, ______,
maturing on ____________, _________, when the entire principal balance then
outstanding plus accrued interest thereon shall be paid in full. Loan #3 is
repayable_____________________________________________________________________
________________________________________________________________. Loan #3 shall
bear interest at a rate at all times equal to _________% per annum or ______%
per annum above the Bank's Prime Rate, adjusted daily monthly quarterly and
shall be secured by
________________________________________________________________________________
____________________________________________________________.
      Additional terms of Loan #__________________ are described in Schedule
"_____" attached hereto.

Section 1:  Conditions Precedent
--------------------------------

      The Bank shall not be obligated to make any disbursement until all of the
following conditions have been satisfied by proper evidence, execution, and/or
delivery to the Bank of the following items, all in form and substance
satisfactory to the Bank and the Bank's counsel in their sole discretion:

1.01.  Note(s):  The Note(s) evidencing Loan #(s) 00003 duly executed by the
   Borrower.
1.02. Deed(s) of Trust: The Deed(s) of Trust in which Borrower shall grant to
   Bank a deed of trust lien on the Borrower's real property securing the
   Note(s) ("Mortgaged Property"). The Deed(s) of Trust shall be junior to prior
   lien(s) not to exceed $______________ in the aggregate.
1.03. Assignment of Leases and Rents: The Assignment of Leases and Rents in
   which the Borrower shall assign to Bank all existing and thereafter arising
   leases on the Mortgaged Property and the rents and profits therefrom.
1.04. Title Insurance: A Standard ALTA mortgagee policy from a company or
   companies approved by the Bank, providing coverage for the full principal
   amount of the Note(s) which are secured by the Deed(s) of Trust and
   containing no title exceptions not approved by the Bank and Bank's counsel.
1.05. Title Opinion: A favorable opinion of title from legal counsel
   acceptable to the Bank certifying that the Borrower has good and marketable
   fee simple title to the Mortgaged Property and that the Deed(s) of Trust
   granted to the Bank constitutes a first priority lien thereon without
   exceptions, except as are acceptable to the Bank and the Bank's counsel.
1.06.  Survey:  A certified copy of a recent survey of the Mortgaged Property
   prepared by a registered land surveyor or Civil Engineer.
1.07. Flood Hazard Certification: Evidence satisfactory to Bank and Bank's
   counsel as to whether the Mortgaged Property is located within an area
   identified as having "special flood hazards" as such term is used in the
   Federal Flood Disaster Protection Act of 1973.
1.08. Environmental Audit Report: A favorable "Phase I" unedited environmental
   audit covering the Mortgaged Property from an independent environmental
   engineering firm satisfactory to Bank which reflects that no hazardous waste,
   toxic substances, or other

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    pollutants have contaminated the Mortgaged Property or, if the Mortgaged
    Property has been so contaminated, that is has been satisfactorily cleaned
    up in accordance with all Environmental Laws. The Bank shall be fully
    authorized to discuss all aspects of the audit with the engineering firm.
1.09. Security Agreement: A Security Agreement in which Borrower shall grant
   to Bank a first lien and security interest in the Borrower's specified
   personal property securing the Note(s). (If Bank will be a junior lienholder
   on any personal property, Borrower must fully disclose to Bank any and all
   prior liens, and Bank must specifically approve its junior lien position as
   an exception to standard loan policy.) If checked here, a favorable
   opinion is required from legal counsel acceptable to Bank regarding the
   priority of Bank's lien position.
1.10. UCC Financing Statements: Acknowledged copies of UCC Financing
   Statements (UCC-1) duly filed in all jurisdictions necessary, or in the
   opinion of the Bank desirable, to perfect the security interest granted in
   the Security Agreement, and certified copies of Requests For Information
   (UCC-1) identifying all previous financing statements on record for the
   Borrower from all jurisdictions indicating that no security interest has
   previously been granted in any of the collateral described in the Security
   Agreement, unless prior approval has been given by Bank.
1.11. Commitment Fee: A commitment fee of $ see below payable to the Bank on
   the date of execution of the Loan Documents, unless a schedule follows: one
   eighth (1/8) of one percent (1.00%) of the unused portion of the line shall
   be payable annually in arrears.
1.12. Corporate Resolution: A Corporate Resolution from the Board of Directors
   of the Borrower authorizing the execution, delivery, and performance of the
   Loan Documents on or in a form provided by or acceptable to Bank.
1.13. Articles of Incorporation: A copy of the Articles of Incorporation and
   all other charter documents of the Borrower, all certified by the Secretary
   of State of the State of the Borrower's incorporation.
1.14.  By-Laws:  A copy of the By-Laws of the Borrower, certified by the
   Secretary of the Borrower as to their completeness and accuracy.
1.15. Certificate of Incumbency: A certificate of the Secretary of the
   Borrower certifying the names and true signatures of the officers of the
   Borrower authorized to sign the Loan Documents.
1.16. Certificate of Good Standing: A certification of the Secretary of State
   of the State of the Borrower's Incorporation or Organization as to the good
   standing of the Borrower and its charter documents on file.
1.17. Opinion of Counsel: A favorable opinion of counsel for the Borrower
   satisfactory to the Bank and Bank's counsel, that:
        (i) The representations and warranties of the Borrower set forth in
            Sections 2 and 6 of the Agreement are true and correct in all
            respects.
       (ii) The Loan Documents have been duly executed and delivered by the
            Borrower and Guarantor, and constitute the legal, valid, and binding
            obligations of the Borrower and Guarantor, enforceable in accordance
            with their respective terms.
      (iii) No registration with, consent of, approval of, or other action by
            any Federal, State, or other governmental authority or regulatory
            body to the execution and delivery of the Loan Documents is required
            by law, or, if so required, such registration has been made, and
            consent or approval given, or such other appropriate action taken.
       (iv) The loan transactions entered into pursuant to this Agreement are
            not usurious.

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        (v) To such additional matters as the Bank may reasonably request.
1.18.  Guaranty:  Guaranty Agreement(s) duly executed by_______________________
   _______________________ (jointly and severally the "Guarantor"). In addition
   the Guarantor covenants and agrees to provide the Bank with appropriate
   financial information including tax returns, a balance sheet and income
   information satisfactory to the Bank not less often than annually.
1.19.  Assignment of Life Insurance Policy:  An Assignment of Life Insurance
   Policy on the life of ____________________________ in the amount of
   $____________________.
1.20.  Partnership Agreement:  A copy of the Borrower's Partnership Agreement.
1.21.  Declaration of Partnership:  A Declaration of Partnership from the
   partners authorizing the execution, delivery and performance of the Loan
   Documents on or in a form provided by or acceptable to Bank.
1.22. Assignment of Savings Account(s)/Savings Instrument(s): Assignment of
   Savings Account(s)/Savings Instrument(s) in which Borrower shall assign to
   Bank savings account(s) and/or savings instrument(s) in the amount of at
   least $____________ as collateral for the Note(s).
1.23. Stock Certificate(s) and Assignment(s) Separate from Certificate(s):
   Stock certificate(s) for all shares of stock pledged by Borrower as
   collateral for the Note(s) and a signed Assignment Separate from Certificate
   for each stock certificate.
1.24. Appraisal(s): Two (2) copies of an appraisal of the estimated market
   value of the real and/or personal property offered as collateral for the
   Loan(s) referenced herein. The appraisal(s) must be addressed to the Bank and
   must conform to the Uniform Standards of Professional Appraisal Practice
   ("USPAP") adopted by the Appraisal Standards Board of the Appraisal
   Foundation. Any deviation from the USPAP must be explained in the
   appraisal(s). The appraiser(s) must be licensed and/or certified if required
   by applicable Federal Deposit Insurance Corporation regulations or state
   laws.
1.25. Declaration of Limited Liability Company or Limited Liability
   Partnership: A Declaration from the members authorizing the execution,
   delivery and performance of the Loan Documents on or in a form provided by or
   acceptable to Bank.
1.26.  Operating Agreement:  A copy of the Borrower's Operating Agreement,
   certified by a Manager of the Borrower as to its completeness and accuracy.
1.27. Articles of Organization: A copy of the Articles of Organization and all
   other organizational documents of the Borrower, all certified by the
   Secretary of State of the State of the Borrower's organization.
1.28.  Additional Documents:  Receipt by the Bank of other approvals,
   opinions, or documents as the Bank may reasonably request.

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Section 2:  Representations and Warranties
------------------------------------------

The Borrower and Guarantor represent and warrant to Bank that:

2.01 Financial Statements. The balance sheet of the Borrower and its
     subsidiaries and the related Statements of Income and Retained Earnings of
     the Borrower and its subsidiaries, the accompanying footnotes together with
     the accountant's opinion thereon, and all other financial information
     previously furnished to the Bank, are true and correct and fairly reflect
     the financial condition of the Borrower and its subsidiaries as of the
     dates thereof, including all contingent liability of every type, and the
     financial condition of the Borrower and its subsidiaries as stated therein
     has not changed materially and adversely since the date thereof. Guarantor
     also makes the same representations and warranties as the Borrower
     concerning its financial statements and condition.
2.02 Capacity and Standing. If the Borrower and/or the Guarantor is a
     corporation, LLC, or LLP, each warrants and represents that it is duly
     organized and validly existing under the laws of its respective state of
     incorporation, it and its subsidiaries are duly qualified and in good
     standing in every other state in which the nature of their business shall
     require such qualification, and are each duly authorized by their
     respective boards of directors to make and perform the obligations under
     the Loan Documents.
2.03 No Violation of Other Agreements. The execution of any of the Loan
     Documents, and the performance by the Borrower thereunder will not violate
     any provision of its articles of incorporation or by-laws, or of any law,
     other agreement, indenture, note, or other instrument binding upon the
     Borrower or Guarantor, or give cause for the acceleration of any of the
     respective obligations of the Borrower or Guarantor.
2.04 Authority. All authority from and approval by any governmental body,
     commission, or agency, whether federal, state, or local necessary to the
     making, validity, or enforceability of this Agreement or the other Loan
     Documents has been obtained.
2.05 Asset Ownership. The Borrower and Guarantor have good and marketable title
     to all of the properties and assets reflected on the balance sheets and
     financial statements supplied to the Bank, and all such properties and
     assets are free and clear of mortgages, deeds of trust, pledges, liens, and
     all other encumbrances except as otherwise disclosed by such financial
     statements.
2.06 Discharge of Liens and Taxes. The Borrower, its subsidiaries, and Guarantor
     have filed, paid, and/or discharged all taxes or other claims which may
     become a lien on any of their respective properties or assets, excepting to
     the extent that such items are being appropriately contested in good faith
     and for which an adequate reserve for the payment thereof is being
     maintained.
2.07 Regulation U. None of the proceeds of the loan(s) made pursuant to this
     Agreement shall be used directly or indirectly for the purpose of
     purchasing or carrying any stock in violation of any of the provisions of
     Regulation U of the Board of Governors of the Federal Reserve System.
2.08 ERISA. Each employee benefit plan, as defined by the Employee Retirement
     Income Security Act of 1974, as amended ("ERISA"), maintained by the
     Borrower or by any subsidiary of the Borrower or Guarantor meets, as of the
     date hereof, the minimum funding standards of Section 302 of ERISA, all
     applicable requirements of ERISA and of the Internal Revenue Code of 1986,
     as amended, and no "Reportable Event" nor "Prohibited Transaction" (as

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     defined by ERISA) has occurred with respect to any such plan.
2.09 Litigation. There is no pending or threatened action or proceeding against
     or affecting the Borrower, any of its subsidiaries, or the Guarantor before
     any court, commission, governmental agency, whether State or Federal, or
     arbitration which may materially adversely affect the financial condition,
     operations, properties, or business of the Borrower, any such subsidiary,
     or the Guarantor, or the ability of the Borrower or the Guarantor to
     perform its obligations under the Loan Documents.
2.10 Binding and Enforceable. The Loan Documents, when executed, shall
     constitute valid and binding obligations of the Borrower and Guarantor
     respectively and are enforceable in accordance with their terms, except as
     may be limited by bankruptcy, insolvency, moratorium, or similar laws
     affecting creditors' rights generally.

Section 3:  Affirmative Covenants
---------------------------------

      The Borrower covenants and agrees that from date hereof and until payment
in full of all indebtedness and performance of all obligations under the Loan
Documents, it will:

3.01 Maintain Existence. Preserve and maintain its existence and good standing
     in the state of its organization, and qualify and remain qualified as a
     foreign corporation, LLC, or LLP in each jurisdiction in which such
     qualification is required.
3.02 Maintain Records. Keep adequate records and books of account, in which
     complete entries will be made in accordance with generally accepted
     accounting principles consistently applied, reflecting all financial
     transactions of the Borrower.
3.03 Maintain Properties. Maintain, keep and preserve all of its properties
     (tangible and intangible) necessary or useful in the conduct of its
     business in good working order and condition, ordinary wear and tear
     excepted.
3.04 Conduct of Business. Continue to engage in an efficient, prudent, and
     economical manner in a business of the same general type as now conducted.
3.05 Maintain insurance. Maintain insurance with financially sound and reputable
     insurance companies or associations in such amounts and covering such risks
     as are usually carried by companies engaged in the same or a similar
     business, which insurance may provide for a reasonable deductible. The Bank
     shall be named as loss payee on all policies which apply to the Bank's
     collateral, and the Borrower shall deliver certificates of insurance at
     closing evidencing same. All such insurance policies shall provide, and the
     certificates shall state, that no policy will be terminated without 20 days
     prior written notice to Bank.
3.06 Comply with Laws. Comply in all respects with all applicable laws, rules,
     regulations, and orders including, without limitation, paying before the
     delinquency of all taxes, assessments, and governmental charges imposed
     upon it or upon its property, and all Environmental Laws.
3.07 Right of Inspection. Permit the officers and authorized agents of the Bank,
     at any reasonable time, to examine and make copies of the records and books
     of account of, and visit the properties of the Borrower, and to discuss
     such matters with any officers, directors, and the Borrower's independent
     accountant as the Bank deems necessary.

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3.08 Reporting Requirements.  Furnish to the Bank:
(1)      Monthly Quarterly Financial Statements: As soon as available and not
         more than sixty (60) days after the end of each quarter, balance
         sheets, statements of income and retained earnings for the period ended
         and a statement of changes in the financial position, all in reasonable
         detail, and all prepared in accordance with GAAP consistently applied
         and certified as true and correct by an officer of the Borrower.
(2)      Annual Financial Statements: As soon as available and not more than
         ninety (90) days after the end of each fiscal year, balance sheets,
         statements of income and retained earnings for the period ended and a
         statement of changes in the financial position, all in reasonable
         detail, and all prepared in accordance with GAAP consistently applied.
         The financial statements must be of the following quality or better:
         compiled   reviewed   audited.
(3)      Loan Base Report: On or before the N/A day of each month, a Loan Base
         Report in a form acceptable to Bank signed by the President or chief
         financial officer of the Borrower.
(4)      Notice of Litigation: Promptly after the receipt by the Borrower of
         notice or complaint of any action, suit, and proceeding before any
         court or governmental agency of any type which, if determined
         adversely, could have a material adverse effect on the financial
         condition, properties, or operations of the Borrower.
(5)      Tax Returns: As soon as available each year, copies of all state and
         federal tax returns filed by Borrower.
(6)      Other Information: Such other information as the Bank may from time to
         time reasonably request.
3.09 Deposit Accounts. Maintain substantially all of its demand deposit accounts
     with the Bank. If checked here , Borrower will be subject to the
     compensating deposit account requirements described in attached Schedule
     "AA."
3.10 Lines of Credit To Builders and/or Construction Loans. Additional terms,
     conditions, and covenants of this Agreement are described in Schedule "BB"
     Schedule "CC" attached hereto.

Section 4:  Financial Covenants
-------------------------------

   The Borrower covenants and agrees that from the date hereof until payment in
full of all indebtedness and the performance of all obligations under the Loan
Documents, the Borrower shall at times maintain the following financial position
and ratios all in accordance with GAAP unless otherwise specified:

  4.01  Current Ratio. A ratio of total current assets to total current
        liabilities of not less than 1.50 to 1.00.
  4.02  Quick Ratio. A ratio of the total of cash plus readily marketable United
        States securities plus commercial paper rated A-1 by Standard & Poors
        Corporation plus trade accounts receivable not more than
        ________________ (____) days past due to total current liabilities of
        not less than __________ to ___________.
  4.03  Working Capital. The difference between total current assets and total
        current liabilities shall not be less than $___________.
  4.04  Tangible Net Worth.  A minimum tangible net worth of not less than
        $15,000,000.00.
  4.05  Debt to Worth. A ratio of total liabilities to tangible net worth of not
        greater than

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        ____________ to ______________________.
  4.06  Cash Flow Ratio. A ratio of Net Income after taxes plus depreciation
        plus amortization to long-term debt payments (excluding interest due)
        within the next twelve (12) months of at least 1.50 to 1.00. This ratio
        will be calculated based only on the fiscal year-end financial
        statements.
  4.07  Capital Expenditures Limitation. Expenditures for fixed assets in any
        fiscal year shall not exceed in the aggregate the sum of
        $______________________ without the prior written consent of the Bank.
  4.08  Other. Such other financial covenants listed on Schedule "_______"
        hereto.

Section 5:  Negative Covenants
------------------------------

      The Borrower covenants and agrees that from the date hereof and until
payment in full of all indebtedness and performance of all obligations under the
Loan Documents, the Borrower shall not, without the prior written consent of the
Bank:

5.01 Liens. Create, incur, assume, or suffer to exist any lien upon or with
     respect to any of its properties, now owned or hereafter acquired, except:
        (a) Liens in favor of the Bank;
        (b) Liens for taxes not yet due and payable or otherwise being contested
            in good faith and for which appropriate reserves are maintained;
        (c) Other liens imposed by law not yet due and payable, or otherwise
            being contested in good faith and for which appropriate reserves are
            maintained;
        (d) Liens on ________________________________, securing an obligation to
            ________________________________________ not to exceed $_________,
            or described on Schedule "_______" hereto.
        (e) Purchase Money Liens on any property hereafter acquired, provided
            that such lien shall attached only to the property acquired.
5.02 Debt. Create, incur, assume, or suffer to exist any debt, except:
        (a) Debt to the Bank;
        (b) Debt presently outstanding and shown on the most recent financial
            statements submitted to the Bank;
        (c) Accounts payable to trade creditors incurred in the ordinary course
            of business;
        (d) Debt secured by purchase money liens as outlined above in Section
            5.01(e);
        (e) Additional debt not to exceed $_________________________.
5.03 Mergers. Merge or consolidate with or sell, assign, lease, or otherwise
     dispose of all or substantially all of its assets to any person, or acquire
     all or substantially all of the assets or the business of any person.
5.04 Leases. Create, incur, assume, or suffer to exist any leases, except:
        (a)Leases presently outstanding and showing on the most recent financial
            statement submitted to the Bank;
        (b) Operating Leases for machinery and equipment which do not in the
            aggregate require payments in excess of $_____________________ in
            any fiscal year of the Borrower.
5.05 Dividends. Declare or pay any dividends; or purchase or redeem, retire or
     otherwise acquire any of its capital stock now or hereafter outstanding in
     excess of $________________ in any fiscal year of the Borrower.

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5.06 Salaries. Salaries and any other cash compensation to owners/officers
     shall be limited as follows: N/A.
5.07 Guaranties. Assume, guarantee, endorse, or otherwise be or become directly
     or contingently liable for obligations of any person, except guaranties by
     endorsement of negotiable instrument for deposit or collection or similar
     transactions in the ordinary course of business.
5.08 Loans.  Loans to owners/officers shall be limited as follows: N/A.
5.09 Sale of Assets.  Sell, lease, or otherwise dispose of any of its assets or
     properties except in the ordinary and usual course of its business.
5.10 Transfer of Ownership.  If Borrower is a corporation, transfer or sell
     more than 10% of the total number of shares of stock in Borrower prior to
     the maturity of the Note(s).
5.11 Other. Such other negative covenants listed on Schedule "______" hereto.

Section 6:  Hazardous Materials and Environmental Compliance
------------------------------------------------------------

6.01 Investigation. Borrower hereby certifies that it has exercised due
     diligence, to ascertain whether its real property, including without
     limitation the Mortgaged Property, is or has been affected by the presence
     of asbestos, oil or oil products, urea formaldehyde, PCBs, hazardous or
     nuclear waste, toxic chemicals and substances, or other hazardous
     materials, as defined in applicable Environmental Laws. Borrower represents
     and warrants that there are no such materials contaminating its real
     property, nor have any such materials been stored on or improperly disposed
     of on its real property. Borrower hereby agrees that it shall not permit
     any such contamination as long as any indebtedness or obligations to Bank
     under the Loan Documents remains unpaid or unfulfilled. In addition,
     Borrower does not have or use any underground storage tanks on its property
     which are not registered with the appropriate Federal and/or State agencies
     and which are not properly equipped and maintained in accordance with all
     Environmental Laws. If requested by Bank, Borrower shall provide Bank with
     all necessary and reasonable assistance required for purposes of
     determining the existence of hazardous materials on the Mortgaged Property,
     including allowing Bank access to the Mortgaged Property, and access to
     Borrower's employees having knowledge of, and to files and records within
     Borrower's control relating to the existence, storage or discharge of
     hazardous materials on the Mortgaged Property.
6.02 Compliance. Borrower agrees to comply with all applicable Environmental
     Laws, rules and regulations, including, without limitation, all those
     relating to hazardous materials. Borrower further agrees to provide Bank,
     and all appropriate Federal and State authorities, with immediate notice in
     writing of any hazardous or toxic materials released on the Mortgaged
     Property and to pursue diligently to completion all appropriate and/or
     required remedial action in the event of such release.
6.03 Remedial Action. Bank shall have the right, but not the obligation, to
     undertake all or any part of such remedial action in the event of a release
     of hazardous or toxic materials on the Mortgaged Property and to add any
     expenditures so made to the principal indebtedness secured by the Deed(s)
     of Trust. Borrower agrees to indemnify and hold Bank harmless from any and
     all loss or liability arising out of any violation of the representations,
     covenants and obligations contained in this Section 6, or resulting from
     the recording of the Deed(s) of Trust.
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Section 7:  Events of Default
-----------------------------

     The following shall be Events of Default by Borrower or Guarantor:

7.01 *The failure to make prompt payment of any installment of principal or
     interest on the Note(s) when due or payable; or
7.02 Any representation or warranty made in the Loan Documents which shall prove
     to be false or misleading in any material respect; or
7.03 Any report, certificate, financial statement or other document furnished
     prior to the execution of or pursuant to the terms of this Agreement shall
     prove to be false or misleading in any material respect; or
7.04 *The Borrower or Guarantor shall default on the performance of any other
     obligation when due or in the performance of any obligation incurred for
     money borrowed; or
7.05 The breach of any covenant, condition, or agreement made by the Borrower or
     Guarantor under the Loan Documents; or
7.06 If a custodian shall be appointed for or take possession of any or all of
     the assets of the Borrower or Guarantor, or should the Borrower or
     Guarantor either voluntarily or involuntarily become subject to any
     insolvency proceeding, any proceeding to dissolve the Borrower or
     Guarantor, any proceeding to have a receiver appointed, or should the
     Borrower or Guarantor make an assignment for the benefit of creditors, or
     should there be an attachment, execution or other judicial seizure of all
     or any portion of the Borrower's or Guarantor's assets, including an action
     or proceeding to seize any funds on deposit with the Bank, and such seizure
     is not discharged within 20 days; or
7.07 Final judgment for the payment of money shall be rendered against the
     Borrower or Guarantor which is not covered by insurance and shall remain
     undischarged for a period of 30 days unless such judgment or execution
     thereon be effectively stayed; or
7.08 The dissolution or termination of the existence of either the Borrower or
     Guarantor; or
7.09 The Borrower or Guarantor shall become a debtor (as the term "debtor" is
     defined in the U.S. Bankruptcy Code), whether voluntarily or involuntarily;
     or
7.10 Should the Bank in good faith deem itself, its liens and security
     interests, if any, or any debt hereunder unsafe or insecure, or should the
     Bank believe in good faith that the prospect of payment or other
     performance by the Borrower or Guarantor is impaired; or
7.11 Should any lien or security interest granted to bank to secure payment of
     the Note(s) terminate, fail for any reason to have the priority believed by
     Bank on the date granted, or become unperfected for any reason.
7.12 If any Guaranty given in connection with the Loan is terminated.
7.13 ___________________________________________________________________________
     ______________________________________________________________
*  See Addendum Number 2 to Loan Agreement

Section 8:  Remedies Upon Default
---------------------------------

     Upon the occurrence of any of the above listed events of default, the Bank
     may at any time thereafter, at its option, take any or all of the following
     actions, at the same or at different times:

8.01 Declare the balance of the Note(s) to be immediately due and payable, both
     as to principal and

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     interest, without presentment, demand, protest, or notice of any kind, all
     of which are hereby expressly waived by Borrower and Guarantor, and such
     balance shall accrue interest at the Default Rate.
8.02 Require the Borrower or Guarantor to pledge additional collateral to the
     Bank from the Borrower's or Guarantor's assets and properties, the
     acceptability and sufficiency of such collateral to be determined in the
     Bank's sole discretion;
8.03 Take immediate possession of and foreclose upon any or all collateral
     including real and personal property, which may be granted to the Bank as
     security for the indebtedness and obligations of Borrower under the Loan
     Documents;
8.04 Exercise other rights and remedies as the Bank may be provided in the Loan
     Documents, as a secured party under the North Carolina Uniform Commercial
     Code, or as provided by law.
8.05 Any obligation of the Bank to advance funds under the Note(s) and all other
     obligations (if any) of the Bank shall immediately cease and terminate
     unless and until Bank shall reinstate in writing.

Section 9:  Miscellaneous Provisions
------------------------------------

9.01 Definitions.
     (a) "Borrowing Base" shall mean the lesser of (i) $N/A or (ii) the Total
         Available Loan Base shown on the Loan Base Report furnished by Borrower
         to Bank on or before the N/A day of each month as long as this
         Agreement shall remain in force. The percentages of acceptable
         collateral, as defined by Bank, which will be used to determine the
         Total Available Loan Base, shall be the following: Inventory - N/A%;
         Accounts Receivable - N/A%.
     (b) "Default Rate" shall mean a rate of interest equal to Bank's Prime Rate
         plus five percent (5%) per annum (not to exceed the legal maximum rate)
         from and after the date of an Event of Default hereunder which shall
         apply, in the Bank's sole discretion, to all sums owing, including
         principal and interest, on such date.
     (c) "Environmental Laws" shall mean all federal and state laws and
         regulations which affect or may affect the Mortgaged Property,
         including without limitation the Comprehensive Environmental Response,
         Compensation and Liability Act (42 U.S.C. Sections 9601 et seq.), the
         Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et
         seq.), the Federal Water Pollution Control Act (33 U.S.C. Sections 1251
         et seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic
         Substances Control Act (15 U.S.C. Section 2601 et seq.), the
         Sedimentation Pollution Control Act ( N.C.G.S. Sections 113A-5 et
         seq.), the Hazardous Chemicals Right to Know Act (N.C.G.S. Sections
         95-173 et seq.), the Oil Pollution and Hazardous Substances Control Act
         (N.C.G.S. Sections 143-215.75 et seq.), the North Carolina Solid Waste
         Management Act (N.C.G.S. Sections 130A-290 et seq.), and the Coastal
         Area Management Act (N.C.G.S. Sections 113-a-119 et seq.), as such laws
         or regulations have been amended or may be amended.
     (d) "Loan Documents" shall mean this Agreement, the Note(s), the Deed(s) of
         Trust, the Security Agreement(s), all UCC-1 Financing Statements, the
         Guaranty Agreement(s), commitment letter(s), and all other documents,
         certificates, and instruments executed in connection therewith, and all
         renewals, extensions, modifications, substitutions, and replacements
         thereto and therefor.

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<PAGE>

     (e) "Person" shall mean an individual, partnership, corporation, trust,
         incorporated organization, LLC, LLP, association, joint venture, or a
         government agency or political subdivision thereof.
     (f) "GAAP" shall mean generally accepted accounting principles as
         established by the Financial Accounting Standards Board or the American
         Institute of Certified Public Accountants, as amended and supplemented
         from time to time.
     (g) "Prime Rate" shall mean the rate of interest per annum announced by the
         Bank from time to time and adopted as its Prime Rate. The Prime Rate is
         one of several rate indexes employed by the Bank when extending credit.

9.02 Non-impairment. If any one or more provisions contained in the Loan
     Documents shall be held invalid, illegal or unenforceable in any respect,
     the validity, legality and enforceability of the remaining provisions
     contained therein shall not in any way be affected or impaired thereby and
     shall otherwise remain in full force and effect.
9.03 Applicable Law. The Loan Documents shall be construed in accordance with
     and governed by the laws of the state of North Carolina.
9.04 Waiver. Neither the failure or any delay on the part of the Bank in
     exercising any right, power or privilege granted in the Loan Documents
     shall operate as a waiver thereof, nor shall any single or partial exercise
     thereof preclude any other or further exercise of any other right, power or
     privilege which may be provided by law.
9.05 Modification. No modification, amendment or waiver of any provision of any
     of the Loan Documents shall be effective unless in writing and signed by
     the Borrower and Bank.
9.06 Payment Amount Adjustment. In the event that any Loan(s) referenced herein
     has a variable (floating) interest rate and the interest rate increases,
     Bank, at its sole discretion, may at any time adjust the Borrower's payment
     amount(s) to prevent the amount of interest accrued in a given period to
     exceed the periodic payment amount or to cause the Loan(s) to be repaid
     within the same period of time as originally agreed upon.
9.07 Stamps and Fees. The Borrower shall pay all federal or state stamps, taxes,
     or other fees or charges, if any are payable or are determined to be
     payable by reason of the execution, delivery or issuance of the Loan
     Documents or any security granted to the Bank; and the Borrower and
     Guarantor agree to indemnify and hold harmless the Bank against any and all
     liability in respect thereof.
9.08 Attorneys Fees. In the event the Borrower or Guarantor shall default in any
     of its obligations hereunder and the Bank believes it necessary to employ
     an attorney to assist in the enforcement or collection of the indebtedness
     of the Borrower to the Bank, to enforce the terms and provisions of the
     Loan Documents or in the event the Bank voluntarily or otherwise should
     become a party to any suit or legal proceeding (including a proceeding
     conducted under the Bankruptcy Code), the Borrower and Guarantors agree to
     pay the reasonable attorneys' fees of the Bank and all related costs that
     may be reasonably incurred by the Bank. The Borrower and Guarantor shall be
     liable for such attorneys fees and costs whether or not any suit or
     proceeding commences.
9.09 Bank Making Required Payments. In the event Borrower shall fail to maintain
     insurance, pay taxes or assessments, costs and expenses which Borrower is,
     under any of the terms hereof or of any Loan Documents, required to pay, or
     fail to keep any of the properties and assets constituting collateral free
     from new security interests, liens, or encumbrances, except as permitted
     herein, Bank may at its election make expenditures for any or all such
     purposes and the amounts expended together with interest thereon at the
     Default Rate, shall become

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<PAGE>

     immediately due and payable to Bank, and shall have benefit of and be
     secured by the collateral. The Bank shall be under no duty or obligation
     whatever with respect to any of the foregoing expenditures.
9.10 Right of Offset. Any indebtedness owing from Bank to Borrower may be set
     off and applied by Bank on any indebtedness or liability of Borrower to
     Bank, at any time and from time to time after maturity, whether by
     acceleration or otherwise, and without demand or notice to Borrower. Bank
     may sell participations in or make assignments of any loans made under this
     Agreement, and Borrower agrees that any such participant or assignee shall
     have the same right of setoff as is granted to the Bank herein.
9.11 Modification and Renewal Fees. Bank may, at its option, charge any fees for
     modification, renewal, extension, or amendment of any terms of the Note(s)
     permitted by N.C.G.S. ss.24.1.1.
9.12 Conflicting Provisions. If provisions of this Agreement shall be construed
     to conflict with any terms or provisions of the Note(s), the provisions of
     the Note(s) shall take priority over any provisions in the Agreement.
9.13 Notices. Any notice permitted or required by the provisions of this
     Agreement shall be deemed to have been given when delivered in writing to
     the President or any Vice President of either party hereto at their
     respective offices at the banking offices of the Bank in 505 S. Duke
     Street, Durham, North Carolina, and at the offices of the Borrower in 1035
     Swabia Court, Durham, NC 27703 when sent by certified mail and return
     receipt requested.
9.14 Consent to Jurisdiction. Borrower hereby irrevocably agrees that any legal
     action or proceeding arising out of or relating to this Agreement may be
     instituted in the Superior Court in Wilson County, North Carolina, or the
     United States District Court for the Eastern District of North Carolina, or
     in such other appropriate court and venue as Bank may choose as its sole
     discretion. Borrower consents to the jurisdiction of such courts and waives
     any objection relating to the basis for personal or in rem jurisdiction or
     to venue which Borrower may now or hereafter have in any such legal action
     or proceedings.
9.15 Counterparts. This Agreement may be executed by one or more parties on any
     number of separate counterparts and all of such counterparts taken together
     shall be deemed to constitute one and the same instrument.
9.16 Entire Agreement. The Loan Documents embody the entire agreement between
     Borrower and Bank with respect to the Loans, and there are no oral or parol
     agreements existing between Bank and Borrower with respect to the Loans
     which are not expressly set forth in the Loan Documents.

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<PAGE>


      IN WITNESS WHEREOF, the Borrower and Guarantor have caused this Agreement
to be duly executed all as of the date first above written.

Witness: _____________________________    _______________________________(Seal)

Witness:______________________________    _______________________________(Seal)

Witness:______________________________    _______________________________(Seal)

                                          ____________________________________


                                          a _____________ partnership, LLC, or
LLP

Witness:______________________________    By:____________________________(Seal)
                                                (General Partner or Manager)

                                                   Embrex, Inc.
                                             -----------------------------
                                                Name of Corporation

Attest:  /s/ Don T. Seaquist                 By:  /s/ Randall L. Marcuson
      --------------------------------          --------------------------
(Corporate Seal)
                                          Title: President
                                                --------------------------

Witness:______________________________    _______________________________(Seal)
                                                Guarantor

Witness:______________________________    _______________________________(Seal)
                                                Guarantor

                                          BRANCH BANKING & TRUST COMPANY

Attest: /s/ Nancy  G. Frost                   By:  /s/ Jeff Stoddard
       -------------------------------           ------------------------------
        Assistant Secretary
(Corporate Seal)
                                          Title: Vice President
                                                -------------------------------

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<PAGE>


                                    EXHIBIT A



All of Debtor's now owned or existing or hereafter acquired (i) inventory; (ii)
accounts, chattel paper and contract rights that arise or result from Debtor's
sale or lease of goods or equipment or services rendered in the ordinary course
of its business, including without limitation pursuant to Debtor's INOVOJECT(R)
Egg Injection System Lease, Limited License, Supply and Service Agreements
("Agreements"); (iii) general intangibles comprised of rights to payment that
arise or result from Debtor's license of patents in the ordinary course of its
business, including without limitation pursuant to the Agreements; and (iv)
proceeds of the foregoing.

<PAGE>

County:  Durham
       -----------------

State:   North Carolina
      ------------------


I, Colleen S. Loree , a Notary Public for said County and State, do hereby

certify that Don T. Seaquist personally came before me this day and acknowledged

that _____he is the _____________________ Secretary of Embrex, Inc. Corporation,

and that by authority duly given and as the act of the corporation, the

foregoing instrument was signed in its name by its ____________________

President, sealed with its corporate seal, and attested by __himself as its

____________________ Secretary.


Witness by hand and notarial seal, this __7th_______ day of ___April___, 1999.

My Commission Expires: April 15, 2001



    /s/ Colleen S. Loree
------------------------------
Notary Public



                                   Seal/Stamp
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<PAGE>


                       ADDENDUM NUMBER 2 TO LOAN AGREEMENT

        THIS ADDENDUM NUMBER 2 amends and supplements the Loan Agreement
dated_____________________, 1999 between Embrex, Inc. ("Borrower") and Branch
Banking and Trust Company ("Bank").

ADDITIONAL PROVISIONS REGARDING EVENTS OF DEFAULT:

      1. Amendment to Section 7.01: Borrower shall have ten (10) business days
from the date that it receives written notification from Bank of an Event of
Default pursuant to Section 7.01 to cure such Event of Default.

      2. Amendment to Section 7.04: Notwithstanding the language of Section 7.04
or anything else in the Loan Documents to the contrary, defaults by the Borrower
on the performance of any other obligation when due or in the performance of any
obligation incurred for money borrowed shall not be an Event of Default under
any of the Loan Documents unless such defaults are with respect to obligations
that in the aggregate exceed $100,000.

                                    EMBREX, INC.


Attest:  __________________________ By:  ______________________________________

(Corporate Seal)                    Title:      __________ President


                                    BRANCH BANKING AND TRUST COMPANY


Attest:  __________________________ By:  ______________________________________

(Corporate Seal)                    Title:      __________ President


17
<PAGE>


County:     _________________________

State:      _________________________


I, _________________________________________, a Notary Public for said County

and State, do hereby certify that _____________________________ personally came

before me this day and acknowledged that ___he is the ______________ Secretary

of Embrex, Inc., a North Carolina corporation, and that by authority duly given

and as the act of the corporation, the foregoing instrument was signed in its

name by its _____________ President, sealed with its corporate seal, and

attested by _____self as its Secretary.


Witness my hand and notarial seal, this ____ day of ________________, 1999.

My Commission Expires:  __________________________________

__________________________________________________________

Notary Public

Seal/Stamp

18
<PAGE>




County:     _________________________

State:      _________________________


I, _________________________________________, a Notary Public for said County

and State, do hereby certify that _____________________________ personally came

before me this day and acknowledged that ___he is the ___________________ of

Branch Banking and Trust Company, a North Carolina banking corporation, and that

by authority duly given and as the act of the corporation, the foregoing

instrument was signed in its name by its _____________ President, sealed with

its corporate seal, and attested by _____self as its _________________.


Witness my hand and notarial seal, this ____ day of ________________, 1999.

My Commission Expires:  __________________________________

__________________________________________________________

Notary Public

Seal/Stamp


19