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Florida-Sebastian-10305 102nd Terrace Lease - XL Realty Inc. and eMerge Interactive Inc.

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     This Lease entered into this November 1, 2001, by and between XL Realty
Inc., hereinafter referred to as the "Landlord", whose mailing address is 10315
102nd Terrace, Sebastian, FL 32958, and eMerge Interactive, Inc., hereinafter
referred to as the "Tenant", whose mailing address is 10305 102nd Terrace,
Sebastian, Florida 32958.

                                    Article I
                                Tenant's Exhibits

     Attach tenant's exhibits that are to be made part of this lease.

                                   Article II
                          Leased Premises, Term And Use

Section 2.1 Leased Premises

     Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord,
the following described Premises, hereinafter referred to as the "Premises" at
10305 102nd Terrace in Indian River County, Florida, which consists of
approximately 41,686 square feet of space.

Section 2.2 Roof and Walls

     Landlord shall have the exclusive right to use all or part of the roof,
side and rear walls of the Premises for any purpose, including but not limited
to erecting signs or other structures thereon and erecting aids to the
construction and installation of the same. Tenant shall have no right whatsoever
in the exterior of the exterior walls or the roof of the Premises, except as
provided in Section 5.2.

Section 2.3 Term

     The term of this lease shall be for a period of Two (2) years commencing on
April 1, 2001 and ending on March 31, 2003, unless sooner terminated as herein

Section 2.4 Use of the Premises

The Premises shall be lawfully occupied and used by Tenant solely for the
purposes of conducting the business of eMerge and for no other use or purpose,
absent the express written consent of Landlord or Landlord's Agent.

Section 2.5 Exclusion of Warranty

     Landlord has not made an inspection of the premises or of any property or
fixture or other item constituting a portion thereof, and landlord makes no
warranty or representation, , other than provided for in Exhibit A -- with
respect to the same or the location, use, description, design, merchantability,
fitness for use for any particular purposes, condition or durability thereof, or
as to the quality of workmanship therein, or as to the landlord's title thereto
or ownership thereof or otherwise. The provisions of this section 2.5 have been
negotiated and are intended to be a complete exclusion and negation of any
warranties by landlord, expressed or implied, with respect to the premises or
any property or fixture or other item constituting a portion thereof, whether
arising pursuant to the uniform commercial code or any other law now or
hereafter in effect or otherwise.

Section 2.6 Net Lease

     This Lease is a net lease and any present or future law to the contrary not
withstanding shall not terminate except as otherwise expressly provided herein,
nor except as otherwise expressly provided in this Lease shall the obligations
of Tenant be affected, by reason of: any damage to or destruction of the
Premises; any taking of the Premises or any part of the Landlord's Tract by
condemnation or otherwise; any prohibition, limitation, restriction or
prevention of Tenant's use occupancy or enjoyment by any person; any eviction by
paramount title or otherwise; any default by Landlord hereunder or under any
other agreement; the impossibility or illegality of performance by


Landlord, Tenant or both; any action of any governmental authority; or any other
cause. The parties intend that the obligations of Tenant hereunder shall be
separate and independent covenants and agreements, and shall continue unaffected
unless such obligations shall have been modified or terminated pursuant to an
express provision of this Lease.

                                   Article III
                            Intentionally Left Blank

                                   Article IV


Section 4.1 Minimum Rent

     Tenant covenants and agrees to pay to Landlord without notice or demand, at
Landlord's Notice Address, as specified in Section 24.7 hereof, as
rent for the Premises:

     Minimum Annual Rent of Three Hundred Fifty Five Thousand Nine Hundred
Ninety Eight Dollars and Fifty-Eight Cents ($355,998.48) per annum payable
monthly on the first day of each and every month during the term hereof, in
equal monthly installments of:

Monthly Rent of $29,666.54

in advance, upon the Commencement Date (such monthly installments being
hereafter called "Minimum Monthly Rent"), plus applicable governmental sales tax

The Base Period for this Lease shall be 4/1/01 to 3/31/03

Section 4.2 Late Payment Penalty Charges

     Any rent or other amounts, all of which shall also be regarded as
constituting rent under this Lease, to be paid by Tenant which are not paid
within five (5) days after the date due, shall incur a late payment penalty
charge of Twenty-Five Dollars ($25.00) or Five Percent of the amount due, per
day, whichever is greater, for each and every day after five (5) day period.

     Landlord shall be entitled to receive from Tenant a service charge in the
amount of Fifty Dollars ($50.00) in the event that any check or similar
instrument presented by Tenant in payment of an obligation hereunder shall be
dishonored by the financial institution on which it is drawn upon initial
presentment for payment.

     Late payment penalty and service charge set forth in this Section 4.2 of
this Lease shall also be regarded by the parties as being additional rent.

     If, during this term of this Lease, checks or other instruments provided by
Tenant to Landlord in payment of Tenant's obligations hereunder shall be twice
dishonored by the financial institution on which they are drawn, regardless of
whether the instrument so dishonored is the same or another such instrument,
then Landlord shall have the right to demand that all future payments by Tenant
be made by cashier's check, bank check, certified check or



money order drawn upon a financial institution, entity or company acceptable to

Section 4.4 Real Estate Taxes

     Landlord shall pay or cause to be paid all Real Estate Taxes (as here
defined) assessed or imposed upon Landlord or Tract that become due and payable
during the Lease Term.

     Definition. As used in this Section 4.5 the term "Real Estate Taxes" shall
mean and include all real estate taxes, public and governmental charges and
assessments, including all extraordinary or special assessments, all costs and
fees including reasonable attorney's fees incurred by Landlord in contesting or
negotiating with public authorities with respect to any of the above, and all
sewer and other taxes and charges, but shall not include taxes on Tenant's
machinery, equipment, inventory or other personal property or assets of Tenant.
Tenant hereby agrees to promptly pay all taxes upon or attributable to such
excluded property without apportionment.

     Tenant's Share. Tenant shall pay to Landlord, as additional rent, its
proportionate share of all Real Estate Taxes upon Landlord's Tract that become
due and payable during the lease Term, such proportionate share to be prorated
for periods at the beginning and end of the Lease Term that do not constitute
full calendar months or years. Tenant's proportionate share of any such taxes
shall be that portion of such taxes which bears the same ratio to the total Real
Estate Taxes on Landlord's Tract as the floor area of the Premises bears to the
rentable floor area on Landlord's Tract (hereinafter called "Rentable Floor
Area") as of the Commencement Date or the first day of the calendar year in
which such taxes are due and payable as Landlord may from time to time in its
sole discretion elect.

     Payment by Tenant. Tenant's proportionate share of Real Estate Taxes shall
be paid in monthly installments commencing with the Commencement Date, in
amounts initially estimated by the Landlord. Each such installment shall be due
on the first day of each full or partial calendar month during the Lease Term.
Such monthly installments shall increase or decrease upon notice to Tenant from
Landlord given after the actual or anticipated amount of Real Estate Taxes due,
payable or paid in a particular calendar year during the Lease term shall be
computed by Landlord. Any excess of Real Estate Taxes paid in a particular
calendar year over the actual amount Tenant is obligated to pay shall be
refunded by Landlord to Tenant, and within twenty (20) days after written notice
from Landlord any deficiency owed by Tenant shall be paid by Tenant to Landlord.
Tenant's estimated share of Real Estate Taxes for the first year is based on
100% of tax bill for 10305 102nd Terrace.

     Other Taxes. Any governmental tax or charge (other than income tax) levied,
assessed, or imposed on account of the payment by Tenant or receipt by Landlord,
or based in whole or in part upon the rents in this Lease reserved, or upon the
Premises or the value thereof, including Sales Tax shall be paid when due by

Section 4.5 Additional Rent

     Tenant will pay Landlord, in addition to all other amounts provided in the
Lease, a portion of Landlord's Common Area Costs in proportion to the rentable
floor area of the Premises, which Tenant occupies hereunder at the first of each
calendar year.

     All amounts required or provided to be paid by Tenant under this Lease
shall be deemed additional rent hereunder and the failure to pay the sums are to
be treated in all events as the failure to pay rent under this Lease, and shall
entitle Landlord to exercise any rights or remedies provided by law or in this

Section 4.6 Payment by Landlord

     If Landlord, in its sole discretion, pays any monies or incurs any expense
to correct a default under this Lease by Tenant or to do anything in this Lease
required to be done by Tenant, all amounts so paid or incurred shall, on notice
to Tenant, be considered additional rent payable by Tenant with the first
Minimum Monthly Rent installment thereafter becoming due and payable together
with interest thereon at the Stipulated Rate, and may be collected as by law
provided in the case of rent.



                                    Article V
                     Parking and Common Use Area Facilities

Section 5.1 Common Areas Refer to Exhibit B for detailed description of Common
Areas, Items of Landlord Responsibility and Tenant Responsibility.

     All parking areas, access roads and facilities furnished, made available or
maintained by Landlord in or near the Building, including employee parking
areas, truck way, driveways, loading docks and areas, stations, elevators,
escalators, pedestrian sidewalks, malls courts and ramps, landscaped areas,
retaining walls, stairways, bus stops, first-aid and comfort stations, lighting
facilities, roofs, air conditioning unit, and other areas and improvements
provided by Landlord for the general use in common of tenants and their
customers (all herein called "Common Areas") shall at all times be subject to
the exclusive control and management of the Landlord.

     Landlord shall have the right from time to time to: (a) change sizes,
locations, shapes and arrangement of parking areas and other Common Areas;
provided, however, that the size of the paved parking areas on Landlord's Tract
shall not be substantially reduced unless other parking areas are provided; (b)
restrict parking employees to designated areas; construct surface, sub-surface
or elevated parking areas and facilities; (c) establish and from time to time
change the level or grade of parking surfaces; and (d) to do and perform such
other acts in and to said areas and improvement as Landlord in its sole
discretion, reasonably applied, deems advisable for the use thereof by tenants
of the Building and their customers.

Section 5.2 Uses of Common Areas

     Tenant and its business invitees, employees and customers shall have the
nonexclusive right, in common with Landlord and all others to whom Landlord has
granted or hereafter grants rights, to use the Common Areas subject to such
regulations as Landlord may from time to time impose and the rights of Landlord
as set forth above. Tenant authorizes Landlord, for cause, to tow any car of
Tenant, and concessionaires, employees and agents of Tenant from the Building
and Tenant shall reimburse Landlord for the cost thereof upon demand, and shall
otherwise indemnify and hold Landlord harmless with respect thereto. Tenant
shall abide by all rules and regulations as Landlord may from time to time in
its sole discretion impose with respect to the use of Common Areas, and cause
its concessionaires, officers, employees, agents, customers and invites to abide
thereby. Landlord may at any time close temporarily any Common Area to make
repairs or changes, prevent the acquisition of public rights therein, discourage
noncustomer parking or for other reasonable purposes. Tenant shall not interfere
with Landlord's or other tenant's rights to use any part of the Common Areas.

                                   Article VI
                              Cost and Maintenance

Section 6.1 Expenses of Operating and Maintaining the Common Facilities
Landlord will operate, maintain and repair the Common Areas of the Building.
"Landlord's Common Areas Costs" shall mean all costs incurred by Landlord in
connection with operating and maintaining the Common Areas in a manner deemed by
Landlord appropriate for the best interests of tenants and other occupants in
the Building. Included among the costs and expenses which constitute Landlord's
Common Area Costs, but not limited thereto, shall be all costs and expenses
(including appropriate reserves) of protecting, operating, repairing, repaving,
lighting, cleaning, painting, striping, insuring (including but not limited to
fire and extended coverage insurance, insurance against liability for personal
injury death and property damage and workmen's compensation insurance and
including insurance maintained pursuant to Section 11.s of the Lease, removing
debris, improving or remodeling Common Areas, police protection, security and
security patrol, fire protection, regulating traffic, inspecting, repairing and
maintaining of machinery and equipment used in the operation of the Common
Areas, including heating, ventilating and air conditioning machinery and
equipment, any necessary repairs to the roof, cost and expense of installing
maintaining and repairing burglar or fire alarm systems on Landlord's Tract, if
installed, cost and expense of landscaping and shrubbery, expense of utilities.

Section 6.2 Tenant to Bear Pro Rata Share of Expenses

     Tenant will pay Landlord, in addition to all other amounts provided in the
Lease, a portion of Landlord's Common Area Costs in proportion to the rentable
floor area of the Premises, which Tenant occupies hereunder at the



first of each calendar year.

     Tenant's share of Landlord's Common Area Costs shall be paid in monthly
installments in amounts estimated from time to time by Landlord. Each such
installment is due on the first day of each month. Within sixty (60) days after
the end of each calendar year, the total of Landlord's Common Area Costs for
such year shall be determined by Landlord, and Tenant's share paid for such
period shall be immediately adjusted by refund to Tenant by Landlord of any
excess or payment to Landlord by Tenant of any deficiency. Landlord's records of
Landlord's Common Area Costs for a period shall be available for inspection by
Tenant for six months after Landlord notifies Tenant of Tenant's share of
Landlord's Common Area Costs. Tenant's estimated share of Landlord's Common Area
Costs for the First Lease Year is based on 100% of actual expense for all common

                                   Article VII
                             Utilities and Services

Section 7.1 Utilities

     Tenant will not install any equipment which can exceed the capacity of any
utility facilities, and if any equipment installed by Tenant requires additional
utility facilities the same shall be installed at Tenant's expense in compliance
with all applicable code requirements and plans and specifications which must be
approved in writing by Landlord.

     Tenant shall be solely responsible for and promptly pay all charges for use
or consumption or sewer, gas, electricity, water and all other utility services.
Landlord shall have the right, but not the obligation, to furnish, and in such
event Tenant shall purchase from Landlord, any such utility services as Landlord
desires. Tenant shall pay for the installation of such meters and other
measuring devices for said services as Landlord may in its sole discretion
require. If Landlord elects to supply any such utility services, Tenant shall
purchase and pay for the same, as additional rent, at the same rate as would be
charged to Tenant by the utility company which otherwise would furnish such
services to the Premises if it provided such services and metered the same
directly to the Premises.

                                  Article VIII
                          Conduct of Business by Tenant

Section 8.1 Conduct of Business

     Tenant's business shall be conducted in Tenant's own name or under the
name, eMerge and under no other name without the prior written consent of

Section 8.2 Operation by Tenant

     Tenant covenants and agrees that it will: not place or maintain any
merchandise, vending machines or other articles in any vestibule or entry of the
Premises or outside the Premises; frequently and regularly remove garbage,
trash, rubbish and other refuse and keep the same in rat-proof containers inside
the Premises, not permit any sound system audible, or objectionable advertising
medium visible, outside the Premises; keep all mechanical equipment free of
vibration and noise and in good working order and condition; nor commit or
permit waste or nuisance upon the Premises; not solicit business in the Common
Areas nor distribute advertising matter to, in or upon any Common Area; not
permit the loading or unloading or the parking or standing of delivery vehicles
outside any area designated therefore, nor permit any use of vehicles which will
interfere with the use of any Common Area in the Building, comply with all laws,
recommendations, ordinances, rules and regulations of governmental, public and
other authorities and agencies, including those with authority over insurance
rates, with respect to the use or occupancy of the Premises, light the show
windows of the Premises and all signs each night of the year for not less than
one hour after the Premises are permitted to be closed; not permit any noxious
odor, toxic or corrosive fuel or gas, dust, dirt or fly ash on the Premises; not
place a load on any floor in the Center which exceeds its per square foot
designed capacity without prior written approval of Landlord.



Section 8.3  Painting, Decorating, Display, Alterations

     Tenant will not paint, decorate or change the architectural treatment of
any part of the exterior of the Premises, nor make any structural alterations,
additions or changes in the Premises without Landlord's prior written approval.

Section 8.4 Sales and Dignified Use

     No public or private auction of any fire, "going out of business",
bankruptcy, liquidation or similar sales or auctions shall be conducted in or
from the Premises without Landlord's prior written consent, and the Premises
shall not be used except in a dignified and ethical manner consistent with the
highest standards and not in a disreputable or immoral manner or in violation of
the national, state or local laws. Without limiting the generality of the
foregoing, Tenant shall not operate or use the Premises as a discount house,
surplus store, bargain store, or similar use.

                                   Article IX
                          Maintenance of Lease Premises

Section 9.1 Maintenance by Landlord

     Landlord shall keep or cause to be kept the foundations, roof and
structural portions of the walls of the Premises in good order, repair and
condition except for damage due to the acts or omissions of the Tenant, its
employees or invitees, and except as provided in Section 9.2. Landlord shall
begin repairs it is required to do hereunder as soon as reasonably practicable
after receiving written notice from Tenant thereof. This paragraph shall not
apply in case of damage or destruction by fire or other casualty or condemnation
or eminent domain, in which event Articles XV and XVI of this -Lease shall
control the obligations of Landlord. Except as provided in this Section 9.1, the
Landlord shall not be responsible for any personal property upon the Premises,
or to any equipment, merchandise, stock in trade facilities or fixtures therein,
all of which shall be Tenant's responsibility.

Section 9.2 Maintenance by Tenant and Landlord

     Tenant acknowledges that it has received the Premises in good order and
repair except for the pre-existing areas which the Landlord has been previously
notified of in writing and as outlined in Exhibit A. Tenant shall at all times
keep the Premises (including all entrance and vestibules) and all portions,
windows and window frames and moldings, glass (including plate glass), doors,
door frames, door openers, fixtures, equipment and appurtenances thereof
(including lighting, heating, electrical, plumbing, ventilating and air
conditioning fixtures and systems and other mechanical equipment whether inside
or outside the Premises), and all parts of the Premises not required herein to
be maintained by Landlord, in good order, condition and repair, and clean,
sanitary and safe (including but not limited to doing such things as are
necessary to cause the Premises to comply with applicable laws, ordinances,
rules, regulations and orders of governmental and public bodies and agencies,
such as but not limited to rules of OSHA). If replacement of equipment, fixtures
and appurtenances thereto are necessary, Tenant shall replace them with the same
quality, and repair all damages done by such replacement. All repairs and
improvements made by Tenant pursuant to this Section 9.2 shall be done in good
and workmanlike fashion, and Landlord may in its sole discretion select and/or
approve all workmen, contractors and servicemen working in or about the
Premises. If Landlord fails to perform its obligation hereunder, Tenant without
notice may, but shall not be obligated to perform Landlord's obligations.

Section 9.3 Surrender of Premises

      At the expiration or other termination of the tenancy hereby created,
Tenant shall surrender the Premises in the same condition as they were on the
Commencement Date, reasonable wear and tear excepted, broom clean, with all
rubbish removed, and deliver all keys for, and all combinations on locks, safes
and vaults in the Premises to Landlord at Landlord's Notice Address.



                                    Article X
                 Signs, Awnings, Canopies, Fixtures, Alterations

Section 10.1 Fixtures

     All fixtures installed by Tenant on or about the Premises shall be new or
completely reconditioned and shall be installed in good and workmanlike fashion.

Section 10.2 Removal and Restoration by Tenant

     All alterations, changes and improvements, including leasehold improvements
made by Tenant or made by Landlord on Tenant's behalf, whether part of Tenant's
Work or not and whether or not paid for wholly or in part by Landlord shall
remain Tenant's property for the Lease Term. Any alterations, changes, additions
and improvements shall immediately upon the termination of this Lease become
Landlord's property, shall be considered part of the Premises, and not be
removed at or prior to the end of the Lease Term without Landlord's written
consent unless Landlord requests Tenant to remove same. If Tenant fails to
remove any shelving, decoration, equipment, trade fixtures and personal property
from the Premises prior to the expiration or other termination of the Lease
Term, they shall become Landlord's property and Tenant shall repair or pay for
the repair of any damage done to the Premises resulting from removing same.

Section 10.3 Liens and Encumbrances: Contractors

     Tenant shall promptly pay all contractors and suppliers, and shall not
permit or suffer any lien or encumbrance of any kind to attach to the Premises
or any part thereof in connection with Tenant's Work, and shall indemnify and
hold harmless Landlord against the same. Landlord shall have the right to
require Tenant to furnish a bond or other indemnity satisfactory to Landlord
prior to the commencement of any work by Tenant on the Premises, or if any lien
attaches or is claimed, to require such bond or indemnity in addition to all
other remedies of Landlord under this Lease. Tenant agrees that it will not use
any contractors, workmen or materials which might create labor conflicts or
disputes with other contractors or workmen engaged by Tenant or Landlord or
other tenants of the Building or the Premises.

Section 1.0.4 Signs, Awnings and Canopies

     Except as otherwise expressly provided in this Lease, Tenant will not place
or permit on any exterior door or window or any wall of the Premises or
otherwise, any sign, awning, canopy, advertising matter, decoration, lettering
or other thing of any kind without Landlord's prior consent. The Landlord
consents to the Tenant's business name to appear on the plate glass and front

                                   Article XI

Section 11.1 By Landlord

     Landlord shall carry public liability insurance on the Common Area of
Landlord's Tract providing coverage of not less than $500,000 against liability
for injury to or death of any one person and $1,000,000 for any one occurrence
and $100,000 property damage insurance, or single limit insurance in the amount
of $1,000,000. Landlord shall also carry insurance for fire, extended coverage,
vandalism, malicious mischief and other endorsements deemed advisable by
Landlord, insuring the improvements on Landlord's Tract constructed by Landlord,
including the Premises and all appurtenances thereto (excluding Tenant's
leasehold improvements, merchandise, trade fixtures, furnishings, equipment,
personal property and plate glass) for the full insurance value thereof~ with
such deductibles as Landlord deems advisable.

Section 11.2 By Tenants -- Verifying amount eMerge holds on current policies

     Tenant agrees to carry (a) public liability insurance on the Premises
during the term hereof, with terms and



companies satisfactory to Landlord, for limits of not less than $500,000 for
injury to or death of any one person, $1,000,000 for any one occurrence,
$300,000 property damage insurance, and (b) contractual liability coverage
recognizing this Lease, and providing the Landlord and Tenant shall be given a
minimum of ten (10) days written notice by the insurance company prior to
cancellation termination or change in such insurance, (c) insurance against fire
and such other risks as are included in standard Extended Coverage insurance for
the full insurable value, covering all of Tenant's leasehold improvements,
merchandise, trade fixtures, furnishings, wall covering, floor covering,
carpeting, drapes, equipment and all items of personal property of Tenant,
including plate glass, located on or within the Premises, (d) worker's
compensation insurance to the extent required by the law of the State of Florida
and to the extent necessary to protect Landlord and the Premises against
workmen's compensation claims; (e) explosion insurance in respect of any boilers
or similar apparatus located on the premises in the minimum amount of $250,000;
and (f) such other insurance, in such amounts and against such risks, as is
commonly obtained in the case of property similar in use to the Premises and
located in the state in which the Premises are located. Tenant shall provide
Landlord with copies of the policies or certificates evidencing that such
insurance is in full force and effect and stating the terms thereof.

     Without limiting the foregoing, all insurance required to be maintained by
Tenant pursuant to the Section 11.2 shall cover Tenant, Landlord, Landlord's
Agent, Coldwell Banker Ed Schlitt, L.C., and the beneficiaries and agents, and
employees thereof. Tenant shall furnish Landlord with certificates evidencing
the same. The minimum limits of the comprehensive general liability policy of
insurance shall in no way limit or diminish Tenant's liability under Section
11.6 and shall be subject to increase at any time after the commencement of the
fifth year of the term hereof if Landlord in the exercise of its reasonable
judgment shall deem it necessary for adequate protection. Within thirty (30)
days after informed of the increased limits by Landlord, Tenant shall furnish
Landlord with evidence that such demand has been fulfilled.

Section 11.3 Mutual Waiver of Subrogation Rights

     Landlord and Tenant, and all parties claiming under them, mutually release
and discharge each other from all claims and liabilities arising from or caused
by any casualty or hazard covered or required hereunder to be covered in whole
or in part by insurance on the Premises or in connection with property on or
activities conducted on the Premises, and waive any right of subrogation which
might otherwise exist in or accrue to any person in any case where the effect is
to invalidate or increase the cost of such insurance coverage (provided, that in
the case of increased cost, the other party shall have the right, within thirty
(30) days following written notice, to pay such increased cost, thereby keeping
such release and waiver in full force and effect).

Section 11.4 Waiver

     Landlord, its agents and employees, shall not be liable for and Tenant
waives all claims for damages including but not limited to consequential
damages, to person, property, or otherwise, sustained by Tenant or any person
claiming through Tenant resulting from any accident or occurrence in or upon any
part of the Building including, but not limited to claims for damage resulting
from (a) any equipment or appurtenances becoming out of repair; (b) Landlord's
failure to keep any part of the Building in repair; (c) injury done or caused by
wind, water, or other natural element; (d) any defect on or failure of plumbing,
heating, or air conditioning equipment, electric wiring, or installation
thereof, gas water, and steam pipes, stairs, porches railings or walks; (e)
broken glass; (f) the backing up of any sewer pipe or washstand, water closet,
waste pipe, drain or other pipe or tank in, upon or about the Building or
Premises; (h) the escape of steam or hot water; (i) water, ice upon the Premises
or on the Building; (j) the falling of any fixture, plaster or stucco; (k)
damage to or loss by theft or otherwise of property of Tenant or others; (1)
acts or omissions of persons in the Premises, other tenants in the Building,
occupants of nearby properties, or any other persons; and (m) any act of
omission of owners of adjacent or contiguous property, or of Landlord, its
agents or employees. All property of Tenant kept in the Premises shall be kept
at Tenant's risk only and Tenant shall save Landlord harmless from claims
arising out of damage to the same, including subrogation claims by Tenant's
insurance carrier.

Section 11.5 Insurance - Tenant's Operations

     Tenant will not do or suffer to be done anything that will contravene
Landlord's insurance policies or prevent Landlord from procuring such policies
in amounts and companies selected by Landlord. If anything done,



omitted to be done or suffered to be done by Tenant, upon or about the Premises
shall cause the rates of any insurance effected or carried by Landlord on the
Premises or other property to be increased beyond the regular rate applicable to
the Premises for use for the purpose permitted under this Lease, or such other
Property for the use made thereof, Tenant will pay the amount of such increase
promptly upon Landlord's demand and Landlord shall have the right to correct any
such condition at Tenant's expense. In the event that this Lease so permits and
Tenant engages in the use, sale or storage of inflammable or combustible
material, Tenant shall install chemical-extinguishing devices approved by the
Fire Insurance Rating Organization and shall keep such devices under service as
required by such organization. If gas is used in the Premises, Tenant shall
install appropriate gas cut-off devices (manual and automatic).

Section 11.6 Indemnification

     Tenant shall 8indemnify and save harmless Landlord, Landlord's
beneficiaries and agents and employees of beneficiaries against any and all
liability, liens, claims, demands, expenses, fees, costs, fines, penalties,
suits, proceedings, action and causes of action of any kind arising out of or in
any way connected with this Lease or Tenants use, occupancy, management or
control of the Premises.

                                   Article XII
                   Offset Statement, Attornment, Subordination

Section 12.1 Offset Statement

     Within ten (10) days after Landlord's request Tenant shall deliver, in
recordable form, an executed declaration to any person designated by Landlord
(1) ratifying this Lease; (b) stating the Commencement Date and termination
date; and (c) certifying; (i) that this Lease is in full force and effect and
has not been assigned, modified, supplemented or amended (except by such
writings as shall be stated therein); (ii) that all conditions under this Lease
to be performed by Landlord have been satisfied (stating exceptions, if any);
(iii) no defenses or offsets against the enforcement of this Lease by Landlord
exist (or stating those claimed); (iv) advance rent, if any, paid by Tenant; (v)
the date to which rent has been paid; (vi) the amount of default deposit which
is deposited with Landlord, and such other information with respect to such
default deposit, and such other information as Landlord reasonably requires.
Persons receiving such statements shall be entitled to rely thereupon.

Section 12.2 Attornment

     Tenant shall, in the event of a sale or assignment of Landlord's interest
in the Premises or the Building, or if the Premises or Building comes into the
hands of a mortgagee, ground lessor, or any other person, whether because of a
mortgage foreclosure, termination of the ground lease, or otherwise attorn to
the purchase or such mortgagee or other person and recognize the same as
Landlord. Tenant shall execute, at request, any attornment agreement required by
any mortgagee, ground lessor, or other such person to be executed, containing
such provisions as such person requires.

Section 12.3 Subordination

     A.   Mortgage. Upon Landlord's request, Tenant shall subordinate its rights
          hereunder to the liens of any mortgages or any lien resulting from any
          method of financing or refinancing (hereinafter collectively referred
          to as "mortgage") now or hereafter existing against all or a part of
          Landlord's Tract and to all renewals, modifications, replacements,
          consolidations and extension thereof, and shall execute and deliver
          all documents requested by a mortgagee or security holder to effect
          such subordination.

     B.   Easements. This Lease is and shall be subject and subordinate to any
          and all easement agreements which may be or have been entered into or
          granted to any persons, whether such persons are located within or
          upon the Premises or not. Tenant shall execute such instruments as
          Landlord requests to evidence such subordination.



Section 12.4 Failure to Execute Instruments

     Tenant's failure to execute instruments or certificates provided in this
Article XII within fifteen (15) days after the mailing by Landlord of a written
request shall constitute a default under this Lease.

                                  Article XIII
                     Assignment, Subletting and Concessions

Section 13.1 Consent Required

     This Lease may not be assigned in whole or in part, nor may any space,
whether all or any part of the premises, be sublet without the written consent
of the Landlord. Such consent shall not be unreasonably withheld provided the
use of the premises remains the same, and the party receiving such assignment or
sublet has the same fmancial standing as the Tenant and the same experience as
the Tenant as it relates to the operation of the type of business being operated
by the Tenant. Consent by Landlord to any assignment or subletting shall not
constitute a waiver of the necessity for such consent to any subsequent
assignment or subletting. Tenant retains the full right to sublease any portion
of the property during the term of the lease.

                                   Article XIV
                            Intentionally Left Blank

                                   Article XV
                                 Default Deposit

Section 15.2 Default Deposit

     Landlord hereby acknowledges receipt from Tenant of the sum of $88,999.62
to be held by Landlord as security, without interest, for the payment of all
rent and other sums of money which shall or may be payable for the full stated
term of this Lease and any extension or renewal thereof, for the faithful
performance by Tenant of all other covenants and agreements made on its part in
this Lease, as security for damage caused to the Premises. Tenant shall have no
right to require Landlord to indemnify Tenant with said sum of money or any part
thereof with respect to any particular violation or default of Tenant. The
appropriation of said sum of money or part thereof for any such default or
violation shall be at all times discretionary with Landlord. Deposit shall be
returned in full to Tenant at end of lease, or extension thereof, provided all
obligations of Tenant are fulfilled.

                                   Article XVI
                             Damage and Destruction

Section 16.2 Damage to Premises

     If the Premises are hereafter damaged or destroyed or rendered partially
untenantable for their customary use by fire or other casualty, Landlord shall
apply any insurance proceeds, or, in its sole discretion, cause Tenant to apply
the proceeds of insurance described in Article XI of this Lease to promptly
repair the same to substantially the same condition which they were in
immediately prior to the happening of such casualty, including all floor
coverings, wall coverings, drapes and equipment required by this Lease to be
insured by the Tenant.

     From the date of such casualty until the Premises are so repaired and
restore& unless delayed by action of the Tenant, the Minimum Monthly Rent
payments payable hereunder shall abate for the Tenant in proportion to the part
of Premises occupied by the Tenant destroyed or rendered untenantable.

     The Landlord shall not be obligated to repair and restore the Premises if
such casualty is caused directly or indirectly by the negligence or intentional
act of Tenant, its agents, and employees, and the Landlord shall not be



required to expend for such repair or restoration any amount in excess of the
insurance proceeds recovered as a result of such damage. However, if the
Premises be damaged, destroyed, or rendered untenantable for their accustomed
uses to the extent of more than 50% of the cost to replace or restore the entire
Premises during or after the last five years of the original term of this Lease,
then Landlord shall have the right to terminate this Lease effective as of the
date of such casualty by giving to Tenant, within 60 days after the happening of
such casualty, written notice of, such termination. If such notice is not given
and Landlord is required or elects to repair or restore the Premises as herein
provided, then Tenant shall promptly repair or replace its~ leasehold
improvements, stock in trade, fixtures, furnishings, furniture, carpeting, wall
coverings, floor coverings, drapes and equipment to the same condition as they
were in immediately prior to the casualty, and if Tenant has closed its
business, Tenant shall promptly reopen for business upon the completion of such
repairs. Tenant shall reimburse Landlord for any cost incurred by Landlord in
connection with any casualty to the Premises, which are not otherwise covered by
the insurance described in Article XI of this Lease.

                                  Article XVII
                                 Eminent Domain

Section 17.1 Condemnation

     If 10% or more of the Premises shall be acquired or condemned by right of
eminent domain for any public or quasi public use or purpose, then Landlord at
its election may within 120 days after possession of such portions of the
Premises is denied to Tenant, Landlord or other Tenants, terminate this lease by
giving notice to Tenant of such election, in which event rentals shall be
apportioned and adjusted as of the date of such termination. If this Lease is
not be terminated by the Landlord, then this Lease shall continue in full force
and effect, and Landlord shall, within reasonable time after possession is
physically taken, repair or rebuild what remains of the Premises for Tenant's
occupancy. The Minimum Annual Rent shall be abated for the Tenant, in proportion
to the number of square feet taken, until replacement or repair of the space is
completed, or if not replaced, for the balance of the Lease Term.

Section 17.2 Damages

     Except as provided below, Landlord reserves, and Tenant hereby assigns to
Landlord, all rights to damages on account of any taking or condemnation or any
act of any public or quasi public authority for which damages are payable,
Tenant shall execute such instruments of assignment as Landlord requires, shall
join with Landlord and shall turn over to Landlord any damages recovered in any
proceeding. If Tenant fails to execute instruments required by Landlord, or to
undertake such other steps as requested, Landlord shall be deemed the duly
authorized irrevocable agent and attorney in fact of Tenant to execute such
instruments and undertake such steps on behalf of Tenant. Landlord does not
reserve any damages payable for trade fixtures installed by Tenant at its own
cost, which are not part of the realty.

                                  Article XVIII
                                Default by Tenant

Section 18.1 Right to Re-enter

     The following shall be considered for all purposes to be defaults under and
breaches of this Lease; (a) Tenant shall fail to pay any rent or other amount
when due; (b) Tenant shall fail to perform or observe any of the terms,
provisions, conditions, and covenants of this Lease for more than ten days after
written notice of such failure; (c) Landlord shall determine that Tenant has
submitted any false report or made false statement required to be furnished
hereunder; (d) Tenant shall become bankrupt or insolvent or reorganization or
arrangement for the benefit of creditors or an order for relief is entered in
respect of Tenant, or Tenant shall generally not pay its debts, as such debts
become due; (e) Tenant shall abandon or vacate or fail to do business in the
Premises for ten (10) continuous days, or (f) this Lease or Tenant's interest
herein or in the Premises or any improvements thereon or any property of Tenant
are executed upon or attached; (g) the Premises come into the hands of any
person other than such persons expressly permitted under this notice (the same
being hereby waived by Tenant). Landlord, in addition to all other rights or
remedies it may have, shall have the right upon default to terminate this Lease
by giving notice to Tenant



stating the date upon which such termination shall be effective, and shall have
the right, either before or after any such termination, to re-enter and take
possession of the Premises, , in each case without notice or resort to legal
process and without being deemed guilty of trespass or becoming liable for any
loss or damage occasioned thereby.

     If rentals received from such reletting during any month are less than that
to be paid during that month by Tenant hereunder, Tenant shall immediately pay ,
anXXX such deficiency to Landlord. No re-entry or taking possession of the
Premises by Landlord shall be construed as an election to terminate this Lease,
unless Landlord gives a written notice of such termination.

                                   Article XIX
                               Default by Landlord

Section 19.01. Default Defined, Notice

Landlord shall, in no event, be charged with default in any of the obligations
hereunder unless and until Landlord shall have failed to perform such
obligations within thirty (30) days (or such additional time as is reasonably
required to correct any such default and is mutually agreed upon by the parties)
after written notice to Landlord by Tenant, specifically describing such

Sectionl9.2 Notice to Mortgagee

If the holder of any mortgage covering the Premises shall have given written
notice to Tenant of the address to which notices to such holder are to be sent,
Tenant shall give such holder written notice simultaneously with any notice
given to Landlord of any default of Landlord. If Landlord fails to cure any
default asserted in said notice within the time provided above, Tenant shall
notify such holder in writing of the failure to cure, and said holder shall have
thirty (30) days after receipt of such second notice to cure such default before
Tenant may take any action by reason of such default.

                                   Article XX
                                Tenant's Property

Section 20.1. Taxes on Leasehold

     Tenant shall be responsible for and shall pay before delinquent all
municipal, county, federal or state taxes coming due during or after the term of
this Lease against any leasehold interest of Tenant or personal property of any
kind owned or placed in, upon or about the Premises by Tenant.

                                   Article XXI
                               Access by Landlord

Section 21.1. Right of Entry

     Landlord, its agents and employees, shall have the right to enter the
Premises from time to time, at reasonable times and after reasonable notice to
Tenant, in order to examine the same, to show the same to prospective
purchasers, lessees and other persons, to make such reasonable repairs,
alterations, improvements or additions as Landlord deems desirable and to
display customary "for rent" or "for sale" signs on the Premises. Rent shall in
no way abate while any such repairs, alterations, improvements, or additions are
being made. During the last six (6) months of the Lease Term, Landlord may
exhibit the Premises to prospective tenants and maintain upon the Premises
notices deemed advisable by Landlord. In addition, during any apparent
emergency, Landlord `or its agents may enter the Premises forcibly without
liability therefore and without in any manner affecting Tenant's obligations
under this Lease. Nothing herein contained, however, shall be deemed to impose
upon Landlord any obligation, responsibility or liability whatsoever, for any
care, maintenance or repair except as otherwise herein expressly provided.



                                  Article XXII
                            Holding-Over, Successors

Section 22.1. Holding-Over

     If Tenant holds over or occupies the Premises beyond the Lease Term (it
being agreed that there shall be no permitted holding over or occupancy without
Landlord's prior written consent), Tenant shall pay Landlord, for each day of
such holding over a sum equal to the greater of (a) twice the Minimum Monthly
Rent prorated for the number of days of such holding over, or (b) of days of
such holding over, plus a prorated portion of all other amounts which Tenant
would have been required to pay hereunder had this Lease been in effect. In the
event of such month-to-month, all other terms and provisions of this Lease shall
be applicable to such period.

Section 22.2 Successors

     All rights and liabilities of the respective parties hereto shall bind and
inure to the several respective heirs, successors, administrators, executors and
assigns of the parties and if Tenant is more than one person they shall be bound
jointly and severally by the Lease. No rights, however, shall inure to the
benefit of any assignee of Tenant unless Landlord approved the assignment in
writing as provided in Section 13.1 hereof.

                                  Article XXIII
                                 Quiet Enjoyment

Section 23.1 Landlord's Covenant

     If Tenant pays the rents and other amounts herein provided and observes and
performs all the covenants, terms and conditions contained in this Lease, Tenant
shall be entitled to peaceably and quietly hold and enjoy the Premises for the
Lease Term without interruption by Landlord or any person or persons claiming
by, through or under Landlord, subject, nevertheless, to the terms and
conditions of this Lease.

                                  Article XXIV

Section 24.1. Waiver

     No waiver by Landlord or Tenant of any breach of any term, covenant or
condition hereof shall be deemed a waiver of the same or any subsequent breach
of the same or any other term, covenant or condition. Tenant shall not deem the
acceptance of rent by landlord a waiver of any earlier breach of any term,
covenant or condition, regardless of Landlord's knowledge of such breach when
such rent is accepted. No covenant, term or condition of this Lease or right of
Landlord hereunder shall be deemed waived by Landlord or Tenant unless waived in

Section 24.2. Accord and Satisfaction

     Landlord is entitled to accept, receive and cash or deposit any payment
made by Tenant for any reason or purpose or in any amount whatsoever, and apply
the same at Landlord's option to any obligation of Tenant and the same shall not
constitute payment of any amount owed except that to which Landlord has applied
the same. No endorsement or statement on any check or letter of Tenant shall be
deemed an accord and satisfaction or otherwise recognized for any purpose
whatsoever. The acceptance of any such check or payment shall be without
prejudice to landlord's right to recover any and all amount owed by Tenant
hereunder and landlord's right to pursue any other available remedy.

Section 24.3 Entire Agreement

     There are no representations, covenants, warranties, promises, agreements,
conditions or undertakings, oral



or written, between Landlord and Tenant other than herein set forth. Except as
herein otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon Landlord or Tenant unless in
writing and signed by them.

Section 24.5. Force Majeure

     Landlord and Tenant shall be excused for the period of any delay in the
performance of any obligations hereunder when prevented from so doing by cause
or causes beyond Landlord or Tenant's control which shall include, without
limitation, all labor disputes, civil commotions, war, warlike operations,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fire or other casualty, inability to
obtain materials (said liability not caused by Tenant or the Landlord), or
through acts of God.

Section 24.6. Submission of Lease

     Submission of this Lease to Tenant does not constitute an offer to lease.
This Lease shall become effective only upon execution and delivery by Landlord
and Tenant. Upon execution of this Lease by Tenant, Landlord is granted an
irrevocable option for thirty (30) days to execute this Lease within said period
and thereafter return a fully executed copy to Tenant. The effective date of
this Lease shall be the date filled in on Page 1 hereof by Landlord, which date
shall be the date of execution by the last of the parties to execute this Lease.

Section 24.7. Notices

     All notices from Tenant to Landlord required or permitted by any provisions
of this agreement shall be directed to Landlord as follows:

     XL Realty, Inc
     10315 102/nd/ Terrace
     Sebastian, FL 32958

     To the Attention of:  Manager
                           Property Management Department

All notices from Landlord to Tenant required or permitted hereunder shall be
directed as follows:

eMerge Interactive, Inc.
10305 102/nd/ Terrace


Sebastian FL 32958
City, State                                              Zip Code

     All notices to be given by either party shall be written and sent by
registered or certified mail, return receipt requested, postage paid, addressed
to the party intended to be notified at the address set forth above or the same
may be hand delivered to the other party and, if to the Tenant, at the premises
hereby remised. Landlord may deliver rent default notices to Tenant at the

     Payments required of Tenant to Landlord shall be made payable to XL Realty.

Section 24.8. Captions and Section Numbers

     This Lease shall be construed without reference to titles of Articles and
Sections, which are inserted only for convenience of reference.



Section 24.9. Number and Gender

     The use herein of a singular term shall include the plural and use of the
masculine, feminine or neuter genders shall include all others.

Section 24.10. Broker's Commission

     Each party hereto hereby represents and warrants that it has caused or
incurred no claims for brokerage commissions or finder's fees in connection with
the execution of the Lease, and each party shall indemnify and hold the other
harmless against and from all liabilities arising from any such claims caused or
incurred by it, including, without limitation, the cost of attorney's fees in
connection therewith.

Section 24.11. Partial Invalidity

     If any provision of the Lease or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the remainder of
this Lease shall not be affected and shall be valid and enforceable to the
fullest extent permitted by law.

Section 24.12. Recording

     The Tenant or anyone acting on behalf of the Tenant may not record this
lease or any memorandum thereof. The recordation of this lease or any memorandum
thereof by the Tenant or anyone acting on behalf of the Tenant shall be null and
void and shall not constitute notice to third parties, unless said recordation
is consented to in writing by the Landlord.

Section 24.13. Applicable Law

     This Lease shall be construed under the Laws of the State of Florida.

Section 24.14. Mortgagee's Approval

     If any mortgagee of the Building requires any modification of the terms and
provisions of this Lease as a condition to such financing as Landlord may
desire, then landlord shall have the right to cancel this lease if Tenant fails
or refuses to approve and execute such modification(s) within thirty (30) days
after requested by Landlord. Upon such cancellation by Landlord, this Lease
shall be null and void and neither party shall have any liability either for
damages or otherwise to the other by reason of such cancellation. In no event,
however, shall Tenant be required to agree, and Landlord shall not have any
right of cancellation for Tenant's refusal to agree, to any modification of the
provisions of this Lease relating to: the amount of rent or other charges; the
size and/or location of the Premises (except as otherwise provided herein); the
duration and/or commencement date of the Term hereof.

Section 24.15. Joint and Several Liability

     If Tenant is a partnership or other business organization, the members of
which are subject to personal liability, the liability of each such member shall
be deemed to be joint and several.

Section 24.16. No Discrimination

     It is intended that the Building be developed so that all prospective
Tenants thereof, and all customers, employees, licensees and invites of all
Tenants shall have the opportunity to obtain all the goods, services,
accommodations, advantages, facilities and privileges of the Center without
discrimination because of race, creed, color, sex, sexual orientation, national
original or ancestry. To that end, Tenant will not discriminate in the conduct
and operation of its business in the Premises against any person or group of
persons because of the race, creed, color, sex, sexual orientation, national
origin or ancestry of such person or group of persons.



Section 24.17. Attorney Fees and Collection Charges

     If any dispute under this Lease shall result in suit or arbitration,
including any Court-ordered arbitration, the prevailing party shall be entitled
to receive its reasonable attorney fees and costs in regard thereto, as a part
of the amount of any judgment or settlement agreement. Landlord shall also be
entitled to its reasonable attorney fees and costs in regard to any notice which
it provides to Tenant pursuant to this Lease or any law or rule which requires
the same as a result of the non-compliance by Tenant with the provisions hereof.
Should Landlord become or be made a party to any action otherwise brought by or
against Tenant in connection with or as a result of this Lease or the occupancy
of the Premises demised to Tenant hereunder, then all costs and expenses
including reasonable attorney fees incurred by Landlord shall be reimbursed to
Landlord by Tenant.

Section 24.18. Monthly Rent Summary

     As more particularly set forth in Sections 4.1, 4.4, 6.2, and 4.5, Tenant's
Gross Minimum Monthly Rental as of commencement of this Lease (subject to future
adjustments as described elsewhere herein) shall be as follows:

     Minimum Monthly Rent (Section 4.1)                        $29,666.54
     Sales Tax 7% (Section 4.5)                                $ 2,076.66

     Initial net Monthly Rent                                  $31,743.20

Plus 100% of all common area expenses

Section 24.19 Operating Rules and Regulations

     A copy of Landlord's Operating Rules and Regulations for the Building in
which the Premises are situate is attached hereto and is incorporated herein.
The Landlord reserves the absolute right to reasonably amend such Operating
Rules and Regulations at any time during the term of this Lease, upon fifteen
(15) days prior notice to Tenant.

                                   Article XXV

                                    Radon Gas

Radon Gas - Notice to Prospective Purchaser/Tenant

Radon is a naturally occurring radioactive gas that, when it has accumulated in
a building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your county public health
unit. Pursuant to #404.056(8), Florida Statutes.

                                   Article XXVI

                                Option to Extend

Section 26.1 Option to Extend

     In the event that the Lease Agreement is in full force and effect and
Tenant is not in default hereunder, Landlord agrees that Tenant shall have and
is hereby granted, an option to extend the term of this Lease for 2 additional
period(s) of 1 year(s) each provided Tenant gives Landlord 90 days advance
written notice subsequent to each option period.

     All terms, covenants, and provisions of this Lease shall continue in full
force and effect and shall apply to



each such extended term with the exception, however, that Tenant shall not have
any further option to again extend the term of this Lease up~n the expiration of
the extended term, if any.

     Each extended period shall begin immediately upon the expiration date of
the term of this Lease or previous extension, if any.

                                  Article XXVII

                                    EXHIBIT A

The followings is a listing of building items that are in disrepair.

.    A/C unit number five is not operational. Unit had to be covered with a trap
     to prevent water leaks. (see photo 40SF)

.    Water leakage through A/C unit number five has caused damage to the
     interior hallway near the vault. (see photos 397F and 398F)

.    A/C unit number three is close to being condemned. It also leaks, into the
     receptionist area, when it rains. Unit need to be replaced! (see photo

.    Missing tiles on patio. (see photos 401F and 402F)

.    Wood around plant boxes is rotten and needs to be replaced. (see photo

.    Soil at edge of patio, near the pond, is eroding away. A section of patio
     has no soil beneath it. (see photo 409F)

.    The roof membrane is separating. This past summer, rain was able to get
     between the

.    membranes creating a ballooning effect.

.    Pepper trees are invading the property, especially along the south property
     line and around the pond. (see photo 400F)

.    There is a water leak through the soffit and on to the shipping/receiving
     dock. (see photo 399F)

                                    EXHIBIT B


.    ROOF
     General Building -not Tenant installed)









     Landlord and Tenant have signed and sealed this Lease, as witnessed below,
in acceptance of all of its terms and conditions as of the date of the last
signature below.

     /s/ Michael Christian                                /s/ Steven J. Grenfell
------------------------------------           ---------------------------------
Witness                                        XL Realty, Inc. "Landlord"

     /s/ Jessica Jensen                                   2/2/02
------------------------------------           ---------------------------------
Witness                                        Date

     /s/ Christine Smith                                  /s/ Reid Johnson
------------------------------------           ---------------------------------
Witness                                        eMerge Interactive, Inc. "Tenant"

     /s/ Juris Pagrabs                                    2/1/02
------------------------------------           ---------------------------------
Witness                                        Date