Prepared by R.R. Donnelley Financial -- EXTENSION AGREEMENT



  
 Extension Agreement 
  
 February 27, 2002 
  
 eMerge
Interactive, Inc. 
 10305 102nd Terrace 
 Sebastian, Florida 32958 
  
 Re:    Financing and Warrant Purchase Agreement dated
as of August 24, 2001 
  
 Gentlemen: 
  
 This letter is submitted by the undersigned in connection with the Financing and Warrant Purchase Agreement made as of August 24, 2001 (the “Warrant Agreement”), by and
among Safeguard Delaware, Inc., ICG Holding, Inc, and Biegert, Inc., a Wyoming s-corporation (collectively, the “Investors”), and eMerge Interactive, Inc., a Delaware corporation (the “Company”). 

 
 In connection with the Warrant Agreement, the Investors have agreed to provide letters of credit enhance the collateral for the
company’s credit facility. In consideration for the Investors providing the letters of credit, the Company has agreed among other things to grant to the Investors certain warrants. 
  
 In connection with the Warrant Agreement, the Investors have agreed to provide letters of credit to enhance the collateral for the Company’s credit facility. In consideration for
the Investors providing the letters of credit, the Company has agreed among other things to grant to the Investors certain warrants. 
  
 The Warrant Agreement provides that in the event the Company has not provided written notice to the Investors on or before February 28, 2002, that states that the Company no longer desires or requires that the Investors continue to maintain
their letters of credit, the Company will issue to the Investors warrants that are exercisable for up to an aggregate amount of 764,328 shares of common stock (the “B Warrants”). 
  

Subsequent to the establishment of the Company’s credit facility, the Company has substantially reduced its reliance on the credit facility through alternative financing
mechanisms. However, the Company’s lender has not yet released the requirement that the Investors’ maintain their respective letters of credit. As a result of the Company’s reduced reliance on the credit facility, the credit exposure
of the Investors has been substantially reduced. 
  
 In consideration of this reduction of credit exposure, the Investors agree to
extend the warrant issuance date under the Warrant Agreement for the B Warrants until March 31, 2002, pending further discussions with the Company’s lender regarding the release of the Investors’ letters of the credit; provided, however,
that this extension will only be effective to the extent the Company’s borrowings under the credit facility do not exceed the amount of funds held in the lockbox associated with credit facility, the Company will promptly issue the B Warrants to
the Investors upon the written demand of any investor. 
 

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 The parties have executed this letter as of the date first set forth above. 
  

	 	TH
	E INVESTORS: 
 

  

	 	Saf
	eguard Delaware, Inc. 
 

  

	 	By
	:    /s/    CHRISTOPHER J.
DAVIS                   
 


	 	Na
	me:        Christopher J.
Davis                     
 


	 	Tit
	le:                    CFO                 
                    
 

  

	 	Ad
	dress for Notices: 
 


	 	800
	 The Safeguard Building 
 


	 	435
	 Devine Park Drive 
 


	 	Wa
	yne, PA 19087-1945 
 


	 	Att
	n:    Christopher Davis 
 


	 	Te
	lecopy:                                     
                 
 	 

  

	 	ICG
	 Holdings, Inc. 
 

  

	 	By
	:    /s/    RICHARD G.
WHITE                     
 	 


	 	Na
	me:         Richard
G.White                       
 	 


	 	Tit
	le:           Managing
Director                    
 	 

  

	 	Ad
	dress for Notices: 
 


	 	100
	 Lake Drive, Suite 4 
 


	 	Pen
	cader Corporate Center 
 


	 	Ne
	wark, DE 19702 
 


	 	Att
	n:    General Manager 
 


	 	Te
	lecopy:    302-292-3972 
 

  

	 	Wi
	th a copy to: 
 

  

	 	Int
	ernet Capital Group, Inc. 
 


	 	435
	 Devon Park Drive 
 


	 	Bu
	ilding 600 
 


	 	Wa
	yne, PA 19087 
 


	 	Att
	n:    General Counsel 
 


	 	Te
	lecopy:    610-989-0112 
 

 

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	 	Bie
	gert, Inc.: 
 

  

	 	By
	:                     /s/    JEFF
BIEGERT                       
 


	 	Na
	me:                        Jeff
Biegert                        
 


	 	Tit
	le:
                          President            
               
 

  

	 	Ad
	dress for Notices: 
 


	 	    
	2713 Dover
Drive                                       
      
 


	 	    
	Laramie, Wy.
82072                                        

 


	 	


	 	


	 	Att
	n:
                                        
                             
 


	 	Te
	lescopy:    
307-742-3629                                 
 


 
 The terms and conditions of this letter are acknowledged as of date of this letter by the undersigned: 
  
 THE COMPANY: 
  
 eMerge Interactive, Inc. 
 
	 
	 By:
 	 	 /s/    REID JOHNSON        
 

	 Name:
 	 	 REID JOHNSON
 

	 Title:
 	 	 CFO
 


 
  
 Address for Notices: 
 10305 102nd Terrace 
 Sebastian, Florida 
 Attn:                Chief Financial Officer 
 Telecopy:        (772) 581-7570 
 

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