CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (Agreement) is made and entered into this 24th day of July, 2006 (Effective Date) by and between Embrex, Inc. (Company), a North Carolina corporation, and Ronald Bryant (Employee).

WHEREAS, the Board of Directors (Board) of the Company considers the maintenance of a vital management group to be essential in protecting and enhancing the best interests of the Company and its shareholders;

WHEREAS, the Board recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of a Change in Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;

WHEREAS, the Board has determined that it is in the best interest of the Company and its shareholders to ensure the Employees continued dedication and efforts on behalf of the Company; and

WHEREAS, in order to induce the Employee to remain in the employ of the Company, particularly in the event of a threat of or the occurrence of a Change in Control and to dispel any concerns that the Employee may have about taking an active part in the defense against an inappropriate attempt to bring about a Change in Control of the Company, the Company desires to enter into this Agreement with the Employee and to provide the Employee with certain payments and benefits in the event that his service with the Company is severed as a result of, or in connection with, a Change in Control.

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the legal sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Employment. Employee acknowledges that he is employed with the Company pursuant to an Employment Agreement dated June 1, 2003, and hereby agrees that to the extent any provision of this Agreement should be contrary to any provision of the Employment Agreement, the terms of this Agreement shall control.

2. Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

(A) Acquiring Person shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of thirty-five percent (35%) or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company, (iv) any dividend reinvestment plan of the Company, or (v) any

Person or entity organized, appointed, or established by the Company for or pursuant to the terms of such employee benefit, employee stock or dividend reinvestment plans. Notwithstanding the foregoing, no Person shall become an Acquiring Person as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to thirty-five percent (35%) or more of the Common Stock of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of thirty-five percent (35%) or more of the Common Stock of the Company, then outstanding by reason of such an acquisition and shall, after such acquisition, become the Beneficial Owner of any additional shares of Common Stock, then such Person shall be deemed to be an Acquiring Person. In addition, notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an Acquiring Person, as defined pursuant to the foregoing provisions of this Paragraph (A), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an Acquiring Person as defined pursuant to the foregoing provisions of this Paragraph (A), then such Person shall not be deemed to be an Acquiring Person for any purposes of this Agreement.

(B) Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Exchange Act).

(C) A Person shall be deemed the Beneficial Owner of and shall be deemed to beneficially own, any securities:

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