Amendment To Additional Investment Rights



 Exhibit 10.5 
  
 AMENDMENT TO ADDITIONAL INVESTMENT RIGHTS 
  
 AMENDMENT dated as of January 27, 2005 (this “Amendment”) to the Additional Investment Rights (the
“Additional Investment Rights”), each dated as of December 2, 2004, by and among eMerge Interactive, Inc. (the “Company”), and Omicron Master Trust, Cranshire Capital, LP and Steelhead Investments Ltd., respectively (the
“Holders”) entered into by and among the Company and each of the Holders. 
  
 RECITALS 
  
 WHEREAS, the Company and each Holder desires that its respective Additional Investment Right be amended as set forth herein. 
  
 NOW, THEREFORE, the parties hereby agree as follows: 
  
 1. Defined Terms. Any and all initially capitalized terms set forth without definition in this Amendment shall have the respective meanings
ascribed thereto in the Additional Investment Right. 
  
 2.
Amendment. Section 5(c) of each Additional Investment Right is amended and restated to read as follows: 
  
 “(c) If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Additional Investment Right Shares in
the manner required pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Additional Investment Right Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of the Additional Investment Right Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay cash to the Holder the amount by which
(x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Additional Investment Right Shares that the Company was
required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock at the time of the obligation giving rise to such purchase obligation, and (2) reinstate the portion of the Additional
Investment Right and equivalent number of Additional Investment Right Shares for which such exercise was not honored. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In.

  
 3. Effectiveness. This Amendment shall
become effective on January 27, 2005. 
  
 4.
Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which when taken
together, shall constitute but one and the same instrument. 







 5. Otherwise Not Affected. In the event of any conflict or inconsistency between the
Additional Investment Rights and the provisions of this Amendment, the provisions of this Amendment shall govern. Except to the extent set forth herein with respect to the Additional Investment Right, the Additional Investment Right shall remain
unaltered and in full force and effect. 
  
 [Signature Page
Follows] 
  
  

 2 








 IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their respective duly authorized
officers as of the date first above written. 
  

					
	COMPANY:
	
	 eMerge Interactive, Inc.

		
	 By:
	 	 /s/ ROBERT E. DRURY


	 	 	Robert E. Drury
	 	 	Executive Vice President and Chief Financial Officer
	
	HOLDERS:
	
	Omicron Master Trust
	 By:
	 	Omicron Capital L.P., as advisor
	 By:
	 	Omicron Capital Inc., its general partner
		
	 By:
	 	 /s/ BRIAN DALY


	By:	 	Brian Daly
	Title:	 	CFO
	For:	 	Bruce Bernstein
	Title:	 	Managing Partner
	
	Steelhead Investments Ltd.
	By:	 	HBK Investments L.P., Investment Advisor
		
	 By:
	 	 /s/ KEVIN O’NEAL


	Name:	 	Kevin O’Neal
	Title:	 	Authorized Signatory
	
	Cranshire Capital, L.P.
		
	 By:
	 	 /s/ MITCHELL P. KOPIN


	Name:	 	 	 	Mitchell P. Kopin
	 Title:
	 	 	 	President – Downsview Capital, Inc.
	 	 	 	 	The General Partner