EXHIBIT 10.10

                           FIRST AMENDMENT TO SUBLEASE

         THE FIRST AMENDMENT TO SUBLEASE (the "First Amendment") made and
entered into as of the 29th day of February, 2000, by and among WANDEL &
GOLTERMANN TECHNOLOGIES, INC., a North Carolina corporation, hereinafter
referred to as "Sublandlord", EMBREX, INC., a North Carolina corporation,
hereinafter referred to as "Subtenant", and W & G ASSOCIATES, a North Carolina
partnership, hereinafter referred to as "Prime Landlord."

         WHEREAS, Sublandlord and Subtenant are parties to that certain Sublease
Agreement dated as of October 1, 1999 (said Sublease being referred to herein as
the "Sublease"), pertaining to the rental of certain premises on Swabia Court,
Durham, North Carolina, as more particularly described in the Sublease (the
"Sublease Premises"); and

         WHEREAS, pursuant to Section 6 of the Sublease, the Sublease Premises
have been inspected by O'Neal, Inc., whose report has been delivered to
Sublandlord and Subtenant (the "Inspection Report"), the purposes of said
inspection being to determine whether the structure of the Sublease Premises and
its HVAC, plumbing, mechanical, electrical and fire protection systems are in
good condition and working order and whether the Sublease Premises currently
comply with all applicable local, state and federal laws and regulations related
to the occupancy of the Sublease Premises by Subtenant for its intended uses;
and

         WHEREAS, pursuant to Section 6 of the Sublease, based upon the
Inspection Report, Sublandlord and Subtenant desire to agree as to the repairs
and replacements for which each is responsible, and to enter into this First
Amendment to reflect the allocation of their respective responsibilities for
repairs or replacements to the Sublease Premises.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Sublandlord and Subtenant agree as follows:

         1. Unless otherwise defined herein, all capitalized terms used herein
that are defined in the Sublease shall have the meaning ascribed to such terms
in the Sublease.

         2. A copy of the Inspection Report is attached hereto and by reference
made a part hereof as EXHIBIT A.

         3. Notwithstanding anything contained in the Sublease to the contrary,
Sublandlord agrees to be responsible for the following repairs and/or
replacements:

                  (a) HVAC:

                           (i) For the period beginning January 1, 2001 and
                  ending December 31, 2002, Sublandlord and Subtenant shall
                  share the cost of any necessary maintenance, repairs and
                  replacements to any of the existing rooftop HVAC units, with
                  Sublandlord agreeing to reimburse Subtenant for one-third
                  (1/3) of any such



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                  costs, and Subtenant being responsible for the remaining
                  two-thirds (2/3); subject, however, to a maximum aggregate
                  reimbursement from Sublandlord to Subtenant of $70,000.

                           (ii) In addition to the foregoing, Sublandlord agrees
                  to repair and place in good working order the economizer
                  cycles on two of the packaged rooftop units which are in need
                  of repair, as described on page 7 of 8 of the Inspection
                  Report, said repair and placement to be done promptly after
                  the execution of this First Amendment.

                           (iii) Sublandlord shall install smoke detectors in
                  the ducts of the HVAC units, as described on page 8 of 8 of
                  the Inspection Report, said installation to be done promptly
                  after the execution of this First Amendment.

                  (b) Parking Lot: The parties agree that the parking lot shall
be resealed and restriped as soon as practicable, weather permitting, with
Sublandlord being responsible for the cost of resealing the lot and Subtenant
being responsible for the cost of restriping the parking spaces, including
restriping as necessary to establish the appropriate number of handicapped
parking spaces, as required by applicable laws and regulations.

                  (c) Miscellaneous Items: Sublandlord assumes responsibility
for the following items to be done promptly at its expense after the execution
of this First Amendment, except as otherwise provided in (vii) below:

                           (i) The installation of railings on both sides of the
                  main door landing in the truck dock area, as described on page
                  3 of 8 of the Inspection Report.

                           (ii) Repair of the drain discharging water and oil at
                  the compressor room, as described on page 3 of 8 of the
                  Inspection Report.

                           (iii) Repair of the damage caused by the several
                  leaks observed along the far/west wall of the Sublease
                  Premises, which work will include resealing of the windows
                  along said wall, replacement of damaged ceiling tiles, and
                  appropriate repainting of the wall.

                           (iv) On page 5 of 8 of the Inspection Report, under
                  Building Code Issues, the Report addresses the fire separation
                  wall and the door located therein. Sublandlord shall install
                  45-minute rated doors in said fire separation wall.

                           (v) With respect to the observation of a potential
                  natural gas leak, as described on page 6 of 8 of the
                  Inspection Report, Sublandlord shall be responsible for the
                  identification and correction of this problem.

                           (vi) Sublandlord shall cause a guard to be placed
                  upon the air compressor in the mechanical room, as described
                  in page 7 of 8 of the Inspection Report.

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                           (vii) The current bathroom facilities in the Sublease
                  Premises are identified as rooms numbered 127, 128, 155 and
                  156 in the report prepared for Sublandlord by Dabney Gomes,
                  AIA, dated 13 February 2000, a copy of which is attached
                  hereto and by reference made a part hereof as Exhibit B. It
                  has been determined that, due to the amount otherwise being
                  expended to improve the parking areas and the amount to be
                  expended to revise and renovate the bathrooms numbered 127 and
                  128, the applicable laws, ordinances and regulations do not
                  require Sublandlord to revise or expand the bathrooms numbered
                  155 and 156. Sublandlord shall revise and expand bathrooms
                  numbered 127 and 128 as described in Exhibit B, or at
                  Subtenant's option, allow Subtenant to undertake such work at
                  a later date. If Subtenant elects to defer having said
                  bathroom renovations performed by Sublandlord and Subtenant
                  thereafter undertakes, at its expense, to have the bathrooms
                  within the Sublease Premises renovated in a manner in full
                  compliance with the applicable laws, ordinances and
                  regulations, then Sublandlord shall contribute to Subtenant's
                  cost for such work, subject to a maximum contribution of
                  $23,451 from Sublandlord.

         4. Except for the responsibilities assumed by Sublandlord as
hereinabove described, and except as otherwise expressly provided in the
Sublease, Sublandlord shall have no other responsibilities with respect to
matters described in the Inspection Report. The allocation to Sublandlord of
responsibility for the matters hereinabove described and the execution of this
First Amendment extinguishes Subtenant's right to terminate the Sublease
pursuant to Section 6 thereof.

         5. The amendments described in this First Amendment supersede any
provisions in the Sublease which are inconsistent with said amendments. As
hereby modified and amended, all of the terms and provisions of the Sublease
shall remain in full force and effect. All references in the Sublease shall
include the original Sublease and this First Amendment.

         6. Prime Landlord consents to this First Amendment as requested, it
being understood that Prime Landlord is not a party to the Sublease and is
executing this First Amendment for the sole purpose of acknowledging its consent
thereto, to the extent that Prime Landlord's consent is required pursuant to the
Prime Lease.

         7. This First Amendment may be executed in two or more counterparts,
all of which taken together shall constitute one original instrument.


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         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment the day and year first above written.

                                  SUBLANDLORD:

                                  WANDEL & GOLTERMANN TECHNOLOGIES, INC.,
                                  a North Carolina corporation


                                  By /s/ Bert Kuthe
                                     ---------------------------------

                                     Title: Vice President
                                            --------------------------


                                  SUBTENANT:

                                  EMBREX, INC., a North Carolina corporation


                                  By /s/ Randall L. Marcuson
                                     ---------------------------------
                                     Title: President & CEO
                                            --------------------------


                                  PRIME LANDLORD:

                                  W & G ASSOCIATES, a North Carolina partnership


                                  By /s/ Frank Goltermann             (SEAL)
                                    ----------------------------------
                                     Frank Goltermann, General Partner


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