CREDIT AGREEMENT



This Credit Agreement ("Agreement") is made and entered into as of the first day

of April, 2001 ("Effective Date"), by and between Embrex, Inc. ("Lender") and

Advanced Automation, Inc. ("Borrower").



                              W I T N E S S E T H:

                              - - - - - - - - - -



WHEREAS, Lender and Borrower will be entering into a Development and Supply

Agreement ("Development and Supply Agreement") in conjunction with this

Agreement.



WHEREAS, Lender desires to extend credit to Borrower by making loans to Borrower

from time to time in sums equal to an aggregate amount not exceeding the Loan

Commitment in order to facilitate Borrower's performance of its obligations

under the Development and Supply Agreement; and



WHEREAS, Borrower desires to borrow from Lender sums equal to an aggregate

amount not exceeding the Loan Commitment.



NOW THEREFORE, in consideration of the mutual covenants and agreements contained

herein, the parties hereto agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



Section 1.01 Certain Defined Terms. As used herein, the following terms shall

             ---------------------

have the following meanings (all terms defined in this Section 1.01 or in other

provisions of this Agreement in the singular to have the same meanings when used

in the plural and vice versa):

                  ----------



         "Business Day" shall mean any day on which the principal office of

          ------------

Lender is not closed.



         "Default" shall mean an Event of Default or an event which with notice

          -------

or lapse of time or both would become an Event of Default.



         "Indebtedness" shall mean all sums owed or to be owed by Borrower to

          ------------

Lender, whether principal or interest.



         "Interest Rate" shall mean six percent (6%) per annum.

          -------------



         "Loan" and "Loans" shall mean loans made issued pursuant to Article II

          ----       -----

of this Agreement.



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         "Loan Commitment" shall mean an amount equal to Three Million Three

          ---------------

Hundred Seventy Thousand Dollars ($3,370,000.00).



         "Maturity Date" shall mean April 30, 2003.

          -------------



         "Note" shall mean the promissory note referenced in Section 2.01 hereof

          ----

substantially in the form of Exhibit A hereto.



Accounting terms not specifically defined herein shall be defined in accordance

with generally accepted accounting principles.



                                   ARTICLE II

                               EXTENSION OF CREDIT



Section 2.01 Loans. Subject to the conditions set forth below in this Article

             -----

II, Lender agrees to make loan(s) (each a "Loan" and collectively, the "Loan")

                                           ----                         ----

to Borrower during the period from and including the Effective Date to the date

falling 30 days before the Maturity Date in an aggregate principal amount not

exceeding at any one time outstanding the Loan Commitment; notwithstanding the

foregoing or any other provision of this Agreement, the payment to be made by

Lender to Borrower on April 26, 2001, in the amount of Forty-Three Thousand Four

Hundred Twenty-Three and 28/100 Dollars ($43,423.28), shall be deemed a Loan

hereunder. The Loans shall mature and be payable in full on the Maturity Date.

The Loans made by Lender shall be evidenced by a single promissory note of

Lender in substantially the form of Exhibit A hereto ("Note"), payable to the

                                                       ----

order of Lender in a principal amount equal to the amount of the Loan

Commitment. The Note shall be dated the date hereof.



Section 2.02 Availability. Availability of Loans hereunder will be limited to

             ------------

and conditioned on Borrower's providing Lender with drawdown requests

satisfactory in form and substance to Lender (each a "Drawdown Request"). Each

                                                      --------

Drawdown Request must be in an amount equal to the amount of expenses actually

incurred by Borrower during the calendar month prior to the Drawdown Request in

connection with Borrower's performance of its obligations under the Development

Program (as defined in the Development and Supply Agreement). Lender must

pre-authorize, in writing, each such expense (whether labor, materials or

travel) incurred under the Development Program before being obligated to make

Loans against such expenses pursuant to Drawdown Requests hereunder. Each

Drawdown Request shall include (i) a detailed breakdown of the expenses incurred

and for which a drawdown is requested, (ii) a copy of the related

pre-authorization by Lender, and (iii) a certification of the matters set forth

in Section 2.03 below.



Section 2.03 Conditions. In addition to the foregoing, Lender shall not be

             ----------

required to make any Loan unless, on the date of making the requested Loan: (i)

there shall exist no Default; (ii) the representations and warranties of

Borrower set forth in this Agreement shall be true and correct immediately prior

to and after giving effect to the requested



                                        2



{PAGE}



Loan; and (iii) such Loan shall not violate any requirement of law and shall not

be enjoined in any fashion.



Section 2.04 Use of Loan Proceeds. Borrower shall use proceeds of the Loans

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