eMerge Interactive Closes On $4.0 Million Private Placement Financing

SEBASTIAN, Fla, Dec. 3 /PRNewswire-FirstCall/ -- eMerge Interactive, Inc. , a technology company serving the agricultural, foodservice, and healthcare industries, today announced it has closed its $4.0 million private placement of common stock that was previously announced on November 22, 2004. At closing, eMerge sold 2,500,000 common shares at a purchase price of $1.60 per share. Net proceeds from the offering are approximately $3.8 million. As part of the transaction, eMerge issued warrants to purchase an additional 875,000 common shares at an exercise price of $2.00 per share. eMerge also issued to the investors the right to invest an additional $2.0 million through the purchase of up to 1,250,000 common shares at a price of $1.60 per share. These additional investment rights may be exercised at any time prior to the 180th trading day following the date that the registration statement covering the common shares is declared effective by the Securities and Exchange Commission (SEC). eMerge has the right, under certain conditions, to require the investors to make the entire $2.0 million additional investment.

These securities have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. eMerge has agreed to file a registration statement with respect to the resale of the shares. This news release is not an offer to sell or the solicitation of an offer to buy the securities discussed herein.

About eMerge Interactive

eMerge Interactive, Inc. is a technology company serving the agricultural, foodservice, and healthcare industries. The Company is developing a broad portfolio of innovative products including VerifEYE(TM) HandScan, Solo, and CIS contamination detection systems, for use in restaurants, hospitals, and food processors. The Company's agricultural products include CattleLog(TM), a USDA-approved Process Verified Program providing individual animal data collection and reporting that enables livestock tracking, verification, and branding. For more information, please visit http://www.emergeinteractive.com/.

This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements containing words such as "anticipates," "believes," "expects," "intends," "may," "will" and words of similar meaning. These statements involve various risks and uncertainties. A number of factors could cause actual results to differ materially from those described in these forward-looking statements, including the acceptance by our customers of electronic commerce as a means of conducting business, our ability to grow revenue and margins, our ability to implement our acquisition and expansion strategy, the impact of competition on pricing, the impact of litigation, general economic conditions and other factors discussed in this release and as set forth from time to time in our other public filings and public statements. Readers of this release are cautioned to consider these risks and uncertainties and to not place undue reliance on these forward-looking statements.

eMerge Interactive, Inc.

CONTACT: Tom Dean of Murdock Capital, +1-212-421-2545, for eMergeInteractive, Inc.

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