EXHIBIT 10.35*


26 March 1997

Gene Lovette
Tyson Foods, Inc.
P.O. Box 88
1600 River Road
Wilkesboro, NC 28697


Dear Mr. Lovette;

As discussed,  EMBREX INC. and TYSON FOODS, INC. wish to make certain amendments
to their Lease,  Limited License,  Supply and Service  Agreement dated September
1994 (the  "Agreement").  This Amendment is intended to document the amendments,
which are as follows

1.   The term of the Agreement shall be extended to 31 December 2004.

2.   The pricing will be: *

3.   *


* Selected  portions have been deleted as  confidential  pursuant to Rule 24b-2.
Complete  copies of the  entire  exhibit  have been  filed  separately  with the
Commission and marked "CONFIDENTIAL TREATMENT."





4.   [This section left blank in original agreement.]

5.   If either party wishes to discontinue the Agreement, a written twelve month
     notice must be given.

6.   EMBREX has the right of last refusal to meet any offer being  considered by
     Tyson Foods for chick vaccination (any method).

7.   Tyson will not release Embrex pricing to its hatcheries  until the first of
     each year.

8.   *

9.   All  hatcheries  will operate under the same pricing.  Any hatchery that is
     added  or  converted  will be  priced  according  to the  date  and year of
     installation.

10.  Tyson will maintain the provisions of the Agreement in confidence except as
     (and only to the extent)  otherwise  required by  applicable  law, and even
     then only with prior notice to Embrex.

11.  Except as so amended,  the  Agreement  shall remain  unchanged  and in full
     force and effect.

Please indicate Tyson Food's  agreement to these amendments by signing below and
returning one signed copy of this letter to Embrex.


EMBREX, INC. (Lessor)              TYSON FOODS, INC. (Lessee)




By:  /s/ Brian V. Cosgriff         By:  /s/ David S. Purtle
     ---------------------------        ----------------------------------------
     Brian V. Cosgriff                  Name: David S. Purtle
     Vice-president                     Title:   Executive Vice President
                                        Operations, Warehousing & Transportation


* Selected  portions have been deleted as  confidential  pursuant to Rule 24b-2.
Complete  copies of the  entire  exhibit  have been  filed  separately  with the
Commission and marked "CONFIDENTIAL TREATMENT."