EMERGE INTERACTIVE INC S-1

S-1

FORM S-1 / EMERGE INTERACTIVE, INC.

EX-3.1

2ND AMENDED/RESTATED CERTIFICATE OF INCORPORATION

EX-3.2

AMENDED AND RESTATED BY-LAWS

EX-10.1

AMENDED/RESTATED 1996 EQUITY COMPENSATION PLAN

EX-10.2

1999 EQUITY COMPENSATION PLAN

EX-10.4

ADMINISTRATIVE SERVICE AGREEMENT DATED 12/15/1997

EX-10.5

DIRECT CHARGE ADMINISTRATIVE SERVICES AGREEMENT

EX-10.6

ASSET PURCHASE AGREEMENT DATED FEBRUARY 24, 1999

EX-10.7

STOCK PURCHASE AGREEMENT DATED MARCH 22, 1999

EX-10.9

PURCHASE AGREEMENT DATED JULY 29, 1998

EX-10.10

ASSET PURCHASE AGREEMENT DATED JANUARY 15, 1999

EX-10.11

PURCHASE & LICENSE AGREEMENT DATED JANUARY 15,1999

EX-10.12

ASSET PURCHASE AGREEMENT DATED MAY 19, 1999

EX-10.14

SUBSCRIPTION AGREEMENT LETTER FOR PURCHASE

EX-10.15

PREFERRED STOCK PURCHASE AGREEMENT DATED 04/01/99

EX-10.16

STOCK PURCHASE AGREEMENT DATED AUGUST 16, 1999

EX-10.17

REGISTRATION RIGHTS AGREEMENT DATED JULY 18, 1997

EX-10.19

STOCKHOLDERS' & REGISTRATION RIGHTS AGREEMENT

EX-10.20

JOINDER AND CORRECTION TO STOCKHOLDERS AND REG.

EX-10.21

REVOLVING NOTE DATED JULY 21, 1999 FROM EMERGE

EX-10.23

PROMISSORY NOTE DATED AUGUST 31, 1999 FROM EMERGE

EX-10.25

PROMISSORY NOTE DATED OCTOBER 6, 1999 FROM EMERGE

EX-10.26

STOCKHOLDERS AGREEMENT DATED JULY 18, 1997

EX-10.27

SUBORDINATED PURCHASE MONEY NOTE FROM EMERGE

EX-10.29

TERM NOTE DATED OCTOBER 27, 1999 FROM EMERGE

EX-21.1

SUBSIDIARIES OF THE REGISTRANT

EX-23.1

CONSENT OF KPMG LLP

EX-27.1

FINANCIAL DATA SCHEDULE

EX-27.2

FINANCIAL DATA SCHEDULE

EX-99.1

FORM LETTER TO HOLDERS OF MORE THAN 100 SHARES

EX-99.3

FORM OF LETTER FROM EMERGE INTERACTIVE, INC.

EX-99.4

FORM OF SUBSCRIPTION FORM FOR DIRECTED SHARE