Exhibit 10.45 AMENDMENT TO INDEMNIFICATION AGREEMENT This Amendment to Indemnification Agreement (this "Amendment") is dated as of May 17, 2001 among Embrex, Inc. (the "Company"), John E. Klein and Walter V. Smiley.

                                                                   Exhibit 10.45
                     AMENDMENT TO INDEMNIFICATION AGREEMENT

         This Amendment to Indemnification Agreement (this "Amendment") is dated
as of May 17, 2001 among Embrex, Inc. (the "Company"), Xxxx X. Xxxxx and Xxxxxx
X. Xxxxxx.

                                   WITNESSETH:

         WHEREAS, the Company entered into the Indemnification Agreement dated
as of April 1, 1999 among the Company and the Directors of the Company on such
date;

         WHEREAS, since the date of the Indemnification Agreement, two new
directors have been elected to the Board of Directors of the Company, Messrs.
Xxxxx and Smiley; and

         WHEREAS, the Company wishes to add Messrs. Xxxxx and Xxxxxx as parties
to the Indemnification Agreement;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.      The Indemnification Agreement is hereby amended to add and
include each of Xxxx X. Xxxxx and Xxxxxx X. Xxxxxx as an "Indemnitee" under and
as defined in the Indemnification Agreement. The Indemnification Agreement is
hereby further amended by adding the following at the end of Schedule A to the
Indemnification Agreement:

"Xxxx X. Xxxxx
00 Xxxx Xxxxxx Xxxxx
Xx. Xxxxx, XX 00000

Xxxxxx X. Xxxxxx
Xxxxxx Investment Company
00 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxx, XX  00000"

         2.      This Amendment is limited as specified and shall not constitute
an amendment, modification or waiver of any other provision of the
Indemnification Agreement.

         3.      From and after the date hereof, all references to the
Indemnification Agreement shall be deemed to be references to the
Indemnification Agreement as amended hereby.





         4.      This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. This Amendment may be
executed and delivered by telecopy or facsimile machine.

         IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Amendment as of the date first above written.

                               EMBREX, INC.

                               By: /s/ Xxxxxxx X. Xxxxxxxx
                                   ---------------------------------------
                                   Xxxxxxx X. Xxxxxxxx
                                   President and Chief Executive Officer

                               /s/ Xxxx X. Xxxxx
                               -------------------------------------------
                               Xxxx X. Xxxxx

                               /s/ Xxxxxx X. Xxxxxx
                               -------------------------------------------
                               Xxxxxx X. Xxxxxx

                                       2