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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 1



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(Mark One)

|x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004
|- | --------------------------------------------------------------------------------------------------------------------------------



OR



| ̈ | Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
 to
|- | ---------------------------------------------------------------------------------------------------------------------------



Commission File Number: 000-29037



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eMerge Interactive, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 65-0534535                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



10305 102ndTerrace

Sebastian, Florida 32958

(Address of principal executive offices)



(772) 581-9700

(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12 (b) of the
Act:



|                     |  |                                           
|-------------------- |  | ------------------------------------------
|Title of each class: |  | Name of each exchange on which registered:
|none                 |  | none                                      



Securities
registered pursuant to Section 12 (g) of the Act:

Class A Common Stock, par value $0.008 per share



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    YES  x    NO ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    YES ̈NO  x



Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ̈



The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was approximately
$69.6 million as of June 30, 2004 (the last day of the registrants most recently completed second quarter), based upon the closing sale price per share of the common stock as quoted on the NASDAQ SmallCap Market. For the purposes of
determining this amount only, the Company has excluded shares of common stock held by directors, officers and stockholders with representatives on the board of directors whose ownership exceeds five percent of the common stock outstanding at June
30, 2004. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is
controlled by or under common control with the registrant.



The
number of shares of the registrants class A common stock, $0.008 par value, outstanding as of March 10, 2005 was 50,337,583.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of eMerge Interactive, Inc.s definitive proxy statement for its 2005 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission within 120 days after the end of the year covered by this Form 10-K Report are incorporated by reference into Part III of this Report.



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EXPLANATORY NOTE



eMerge Interactive, Inc. (the Company) is filing this Amendment No. 1 to its Annual Report on Form 10-K to amend and restate the
Exhibits filed under Item 15(a)(3) to include certain letter agreements between the Company and four of its executive officers that were inadvertently omitted from the original Exhibits.



PART IV



Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|(a) | Documents Filed with this Form 10-K Report
|--- | ------------------------------------------



| | (1) | The Consolidated Financial Statements and Schedules listed below are located after the signature page to the Companys Annual Report on Form 10-K for the year ended December
31, 2004, beginning on page F-1:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                                     |  |     
|---------------------------------------------------------------------------------------------------- |  | ----
|Description                                                                                          |  | Page
|Report of Independent Registered Public Accounting Firm                                              |  | F-1 
|                                                                                                     | 
|Consolidated Balance Sheets as of December 31, 2004 and 2003                                         |  | F-2 
|                                                                                                     | 
|Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002           |  | F-3 
|                                                                                                     | 
|Consolidated Statements of Stockholders Equity for the years ended December 31, 2004, 2003 and 2002 |  | F-4 
|                                                                                                     | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002           |  | F-5 
|                                                                                                     | 
|Notes to Consolidated Financial Statements                                                           |  | F-6 
|                                                                                                     | 
|Schedule IX  Valuation and Qualifying Accounts                                                      |  | F-23



| | (3) | Exhibits
| | --- | --------



The exhibits that are required to be filed are listed in the Exhibit Index found on pages 3, 4 and 5 hereof and are incorporated by reference herein. Exhibits 10.1, 10.13 and 10.3310.39 hereto constitute
management contracts or compensatory plans or arrangements required to be filed as exhibits hereto.



Page 1



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the
Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |  |                                     
|------------------- |  | ------------------------------------
|Dated: June 7, 2005 |  | EMERGE INTERACTIVE, INC.            
|                    | 
|                    |  | By:                                 
|                    | 
|                    |  | /s/ DAVID C. WARREN                 
|                    |  | David C. Warren                     
|                    |  | Chief Executive Officer and Director
|                    |  | (Principal Executive Officer)       
|                    | 
|                    |  | /s/ ROBERT E. DRURY                 
|                    |  | Robert E. Drury                     
|                    |  | Chief Financial Officer (Principal  
|                    |  | Financial and Accounting Officer)   



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EXHIBIT INDEX



|              |  |                                                                                                                                                               |  |          
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|ExhibitNumber |  | Description                                                                                                                                                   |  | Reference
|3.1           |  | Second Amended and Restated Certificate of Incorporation of eMerge Interactive (Exhibit 3.1)                                                                  |  | (1)      
|              |  |                                                                                                                                                              
|3.2           |  | Amended and Restated Bylaws of eMerge Interactive (Exhibit 3.2)                                                                                               |  | (1)      
|              |  |                                                                                                                                                              
|3.3           |  | First Certificate of Correction Filed to Correct a Certain Error in the Second Amended and Restated Certificate of Incorporation of eMerge Interactive, Inc.  |  | (2)      
|              |  |                                                                                                                                                              
|3.4           |  | Second Certificate of Correction Filed to Correct a Certain Error in the Second Amended and Restated Certificate of Incorporation of eMerge Interactive, Inc. |  | (2)      



The Registrant agrees to furnish to
the Securities and Exchange Commission, upon request, copies of those agreements defining the rights of holders of long-term debt of the Registrant and its subsidiaries that are not filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K.



|      |  |                                                                                                                                                                                                                                                                       |  |    
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|10.1  |  | Amended and Restated 1996 Equity Compensation Plan (Exhibit 10.1)                                                                                                                                                                                                     |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.3  |  | Registration Rights Agreement dated July 18, 1997 (Exhibit 10.17)                                                                                                                                                                                                     |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.4  |  | Stockholders Agreement dated July 29, 1998 among eMerge Interactive, and individuals designated as the former shareholders of STS Agriventures, Ltd. (Exhibit 10.8)                                                                                                   |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.5  |  | Stockholders and Registration Rights Agreement dated February 24, 1999 (Exhibit 10.19)                                                                                                                                                                               |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.6  |  | Joinder and Correction to Stockholders and Registration Rights Agreement dated March 29, 1999 (Exhibit 10.20)                                                                                                                                                         |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.7  |  | Preferred Stock Purchase Agreement dated April 1, 1999 (Series C Preferred Stock) (Exhibit 10.15)                                                                                                                                                                     |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.8  |  | Exclusive License Agreement between Iowa State University Research Foundation, Inc., and eMerge dated August 3, 1999 (Exhibit 10.33)                                                                                                                                  |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.9  |  | Cooperative Research and development Agreement between USDAs Agricultural Research Service, eMerge and Iowa State University of Science and Technology concerning Methods for Detecting
Fecal and Ingesta Contamination on Meat dated August 4, 1999 (Exhibit 10.32) |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.10 |  | Toll Processing Agreement dated August 16, 1999 between eMerge Interactive and ADM Animal Health & Nutrition, a division of Archer-Daniels-Midland Company (Exhibit 10.28)                                                                                            |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.11 |  | Securities Purchase Agreement dated October 27, 1999 between eMerge Interactive Technologies, LLC and Internet Capital Group, Inc. (Exhibit 10.30)                                                                                                                    |  | (1)
|      |  |                                                                                                                                                                                                                                                                      
|10.12 |  | Equipment and Technology License Agreement by and between Excel Corporation and eMerge Interactive, Inc. (Exhibit 10.45)                                                                                                                                              |  | (3)
|      |  |                                                                                                                                                                                                                                                                      
|10.13 |  | Amended and Restated eMerge Interactive, Inc. 1999 Equity Compensation Plan (Exhibit 10.46)                                                                                                                                                                           |  | (3)
|      |  |                                                                                                                                                                                                                                                                      
|10.14 |  | Real Property Lease between XL Realty, Corp. and eMerge Interactive, Inc. dated April 1, 2003 (Exhibit 10.57)                                                                                                                                                         |  | (4)
|      |  |                                                                                                                                                                                                                                                                      
|10.15 |  | Securities Purchase Agreement, effective as of November 20, 2003, by and between eMerge Interactive, Inc. and The Biegert Family Irrevocable Trust. (Exhibit 10.1)                                                                                                    |  | (5)
|      |  |                                                                                                                                                                                                                                                                      
|10.16 |  | Registration Rights Agreement effective as of November 20, 2003, by and between eMerge Interactive, Inc. and The Biegert Family Irrevocable Trust. (Exhibit 10.2)                                                                                                     |  | (5)
|      |  |                                                                                                                                                                                                                                                                      
|10.17 |  | Common Stock Purchase Warrant effective as of November 20, 2003, by and between eMerge Interactive, Inc. and The Biegert Family Irrevocable Trust. (Exhibit 10.3)                                                                                                     |  | (5)



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|      |  |                                                                                                                                                                                                                                                               |  |     
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|10.18 |  | Securities Purchase Agreement effective as of January 22, 2004, by and between eMerge Interactive, Inc. and Mainfield Enterprises, Inc., Cranshire Capital L.P., Smithfield Fiduciary LLC and
Omicron Master Trust (Exhibit 10.5)                             |  | (6) 
|      |  |                                                                                                                                                                                                                                                              
|10.19 |  | Form of Common Stock Purchase Additional Investment Right effective as of January 23, 2004, by and between eMerge Interactive, Inc. and Mainfield Enterprises, Inc., Cranshire Capital L.P.,
Smithfield Fiduciary LLC and Omicron Master Trust (Exhibit 10.7) |  | (6) 
|      |  |                                                                                                                                                                                                                                                              
|10.20 |  | Registration Rights Agreement effective as of January 23, 2004, by and between eMerge Interactive, Inc. and Mainfield Enterprises, Inc., Cranshire Capital L.P., Smithfield Fiduciary LLC and
Omicron Master Trust (Exhibit 10.8)                             |  | (6) 
|      |  |                                                                                                                                                                                                                                                              
|10.21 |  | Form of Common Stock Purchase Warrant effective as of January 23, 2004, by and between eMerge Interactive, Inc. and Mainfield Enterprises, Inc., Cranshire Capital L.P., Smithfield Fiduciary
LLC and Omicron Master Trust. (Exhibit 10.6)                    |  | (6) 
|      |  |                                                                                                                                                                                                                                                              
|10.22 |  | Equipment Lease Agreement dated November 21, 2003 by and between Excel Corporation and eMerge Interactive, Inc. (Exhibit 10.51)                                                                                                                               |  | (7) 
|      |  |                                                                                                                                                                                                                                                              
|10.23 |  | Securities Purchase Agreement, dated as of November 22, 2004, by and among eMerge Interactive, Inc. and the investor parties thereto (Exhibit 10.1)                                                                                                           |  | (8) 
|      |  |                                                                                                                                                                                                                                                              
|10.24 |  | Form of Warrant, dated as of December 2, 2004, issued by eMerge Interactive Inc. to each of Steelhead Investments Ltd., Cranshire Capital, L.P. and Omicron Master Trust (Exhibit
10.2)                                                                       |  | (9) 
|      |  |                                                                                                                                                                                                                                                              
|10.25 |  | Form of Additional Investment Right, dated as of December 2, 2004, issued by eMerge Interactive, Inc. to each of Steelhead Investments Ltd., Cranshire Capital, L.P. and Omicron Master Trust
(Exhibit 10.3)                                                  |  | (9) 
|      |  |                                                                                                                                                                                                                                                              
|10.26 |  | Registration Rights Agreement, dated as of December 2, 2004, by and among eMerge Interactive, Inc., Steelhead Investments Ltd., Cranshire Capital, L.P. and Omicron Master Trust (Exhibit
10.4)                                                               |  | (9) 
|      |  |                                                                                                                                                                                                                                                              
|10.27 |  | Warrant, dated as of December 2, 2004, issued by eMerge Interactive, Inc. to Roth Capital Partners, LLC (Exhibit 10.5)                                                                                                                                        |  | (9) 
|      |  |                                                                                                                                                                                                                                                              
|10.28 |  | Securities Purchase Agreement, dated as of January 12, 2005, by and among eMerge Interactive, Inc. and the investor parties thereto (Exhibit 10.1)                                                                                                            |  | (10)
|      |  |                                                                                                                                                                                                                                                              
|10.29 |  | Form of Warrant, dated as of January 27, 2005, issued by eMerge Interactive, Inc. to each of Steelhead Investments Ltd., Cranshire Capital, L.P. and Omicron Master Trust (Exhibit
10.2)                                                                      |  | (11)
|      |  |                                                                                                                                                                                                                                                              
|10.30 |  | Registration Rights Agreement, dated as of January 27, 2005, by and among eMerge Interactive, Inc., Steelhead Investments Ltd., Cranshire Capital, L.P. and Omicron Master Trust (Exhibit
10.3)                                                               |  | (11)
|      |  |                                                                                                                                                                                                                                                              
|10.31 |  | Amendment to Warrants, dated as of January 27, 2005, by and among eMerge Interactive, Inc., Steelhead Investments Ltd., Cranshire Capital, L.P. and Omicron Master Trust (Exhibit
10.4)                                                                       |  | (11)
|      |  |                                                                                                                                                                                                                                                              
|10.32 |  | Amendment to Additional Investment Rights, dated as of January 27, 2005, by and among eMerge Interactive, Inc., Steelhead Investments Ltd., Cranshire Capital, L.P. and Omicron Master Trust
(Exhibit 10.5)                                                   |  | (11)
|      |  |                                                                                                                                                                                                                                                              
|10.33 |  | Letter Agreement, dated December 28, 1999, by and between eMerge Interactive, Inc. and Richard Stroman, regarding the terms of Mr. Stromans employment with eMerge Interactive,
Inc.                                                                         |  | *   
|      |  |                                                                                                                                                                                                                                                              
|10.34 |  | Letter Agreement, dated February 17, 2000, by and between eMerge Interactive, Inc. and Mark S. Fox, regarding the terms of Mr. Foxs employment with eMerge Interactive, Inc.                                                                                 |  | *   
|      |  |                                                                                                                                                                                                                                                              
|10.35 |  | Letter Agreement, dated August 23, 2001, by and between eMerge Interactive, Inc. and David C. Warren, regarding the terms of Mr. Warrens employment with eMerge Interactive,
Inc.                                                                            |  | *   
|      |  |                                                                                                                                                                                                                                                              
|10.36 |  | Letter Agreement, dated October 10, 2002, by and between eMerge Interactive, Inc. and Mark S. Fox, regarding an addendum to the terms of Mr. Foxs employment with eMerge Interactive,
Inc.                                                                   |  | *   



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|      |  |                                                                                                                                                                                                     |  |    
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|      |  |                                                                                                                                                                                                    
|10.37 |  | Letter Agreement, dated October 10, 2002, by and between eMerge Interactive, Inc. and Richard Stroman, regarding an addendum to the terms of Mr. Stromans employment with eMerge
Interactive, Inc. |  | *  
|      |  |                                                                                                                                                                                                    
|10.38 |  | Letter Agreement, dated October 10, 2002, by and between eMerge Interactive, Inc. and David C. Warren, regarding an addendum to the terms of Mr. Warrens employment with eMerge
Interactive, Inc.  |  | *  
|      |  |                                                                                                                                                                                                    
|10.39 |  | Letter Agreement, dated June 7, 2004, by and between eMerge Interactive, Inc. and Robert Drury, regarding the terms of Mr. Drurys employment with eMerge Interactive, Inc.                         |  | *  
|      |  |                                                                                                                                                                                                    
|23.1  |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                            |  | (2)
|      |  |                                                                                                                                                                                                    
|31.1  |  | Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                     |  | *  
|      |  |                                                                                                                                                                                                    
|31.2  |  | Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                     |  | *  
|      |  |                                                                                                                                                                                                    
|32.1  |  | Certification by David C. Warren Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                           |  | *  
|      |  |                                                                                                                                                                                                    
|32.2  |  | Certification by Robert E. Drury Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                           |  | *  

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|(1) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Registration Statement on Form S-1 (No. 333-89815), filed with the Commission.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Form 10-K for the annual period ended December 31, 2004, filed with the Commission.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Form 10-K for the annual period ended December 31, 2002, filed with the Commission.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Form 10-Q of the quarterly period ended March 31, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Registration Statement on Form S-3 (No. 333-111446), filed with the Commission on
December 22, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Registration Statement on Form S-3 (No. 333-113082), filed with the Commission on
February 25, 2004.
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|(7) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Form 10-K for the annual period ended December 31, 2003, filed with the Commission.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Current Report on Form 8-K dated November 22, 2004, filed with the Commission.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Current Report on Form 8-K dated December 2, 2004, filed with the Commission.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Current Report on Form 8-K dated January 12, 2005, filed with the Commission.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference from exhibit shown in parentheses contained in the Companys Current Report on Form 8-K dated January 27, 2005, filed with the Commission.
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|* | Filed herewith.
|- | ---------------



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