0001193125-05-157337 Sample Contracts

July 29, 2005 David C. Warren c/o eMerge Interactive, Inc. 10305 102nd Terrace Sebastian, FL 32958 Re: Amended and Restated Employment Agreement Dear David:
Employment Agreement • August 4th, 2005 • Emerge Interactive Inc • Services-business services, nec

eMerge Interactive, Inc. (the “Company”) is pleased to confirm the following terms and conditions for your employment as the Company’s Chief Executive Officer. The terms of this amended and restated employment agreement are as follows:

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EMERGE INTERACTIVE, INC. Stock Award Agreement
Stock Award Agreement • August 4th, 2005 • Emerge Interactive Inc • Services-business services, nec • Delaware

THIS AGREEMENT dated the day of 2005, between eMerge Interactive, Inc., a Delaware corporation (the “Company”), and , (the “Participant”), is made pursuant and subject to the provisions of the Company’s Amended and Restated 1999 Equity Compensation Plan (the “Plan”), a copy of which has been made available to the Participant. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

July 29, 2005 Mr. Robert Drury c/o eMerge Interactive, Inc. 10305 102nd Terrace Sebastian, FL 32958 Re: Amended and Restated Employment Agreement Dear Bob,
Employment Agreement • August 4th, 2005 • Emerge Interactive Inc • Services-business services, nec

eMerge Interactive, Inc. (the “Company”) is pleased to confirm the following terms and conditions for your employment as the Company’s Senior Executive Vice President and Chief Financial Officer. The terms of this amended and restated employment agreement are as follows:

Re: Amended and Restated Employment Agreement
Employment Agreement • August 4th, 2005 • Emerge Interactive Inc • Services-business services, nec

eMerge Interactive, Inc. (the “Company”) is pleased to confirm the following terms and conditions for your employment as the Company’s Executive Vice President of Technology. The terms of this amended and restated employment agreement are as follows:

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