1

                            JOINT VENTURE AGREEMENT


This Agreement is made as of October 26, 1999 by and between Internet Capital
Group, Inc. ("ICG") and Safeguard Scientifics, Inc. ("SSI")


WHEREAS, SSI and ICG and certain entities controlled by them own and/or have
the right to acquire substantial numbers of shares of voting capital stock of
eMerge Interactive, Inc. ("eMerge"); and


WHEREAS, SSI and ICG desire to act jointly to exercise a controlling influence
over the management and policies of eMerge.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.        Election of Directors. Each of SSI and ICG will vote all shares of
          eMerge that it currently owns or hereafter acquires, and will use
          reasonable efforts in good faith to cause all other eMerge
          shareholders controlled by it to vote all of their shares of eMerge
          currently owned or hereafter acquired, to elect to and maintain on the
          eMerge Board of Directors, two designees of ICG and two designees of
          SSI (one of which shall be subdesignated by TL Ventures). The
          designees of ICG and SSI will be advised of the existence and the
          purpose of this Agreement, and will be encouraged, subject to their
          fiduciary duties, to consult with each other on all key corporate
          matters submitted to a vote of the directors of eMerge, including
          capital structure, corporate reorganizations, mergers and
          acquisitions, sale of substantially all of the corporation's assets,
          significant loans and borrowings, significant capital expenditures,
          budgets, and key management personnel decisions.

2.        Other Votes. The parties will consult with each other with regard to
          all matters submitted to a vote of the shareholders of eMerge, and
          will attempt in good faith to agree on a course of action which is in
          the best interests of both SSI and ICG, it being acknowledged that
          this is an obligation to meet and discuss such matters, but not an
          obligation to act other than in each entity's best interest.


3.        Right of First Refusal. After the closing of eMerge's initial Public
          Offering (defined below), if either of SSI and ICG or any of their
          majority owned subsidiaries intends to sell to an unaffiliated buyer
          less than all of its shares of capital stock of eMerge, it will first
          offer to sell such shares to the other party at the fair market price
          of the shares, based on the average closing price of the Class A
          common stock of eMerge as reported on the principal market or exchange
          on which such shares trade for the five trading days immediately
          preceding the date on which the offer expires. Such offer will expire
          at 4:00 eastern time on the first trading day after the date the offer
          was made. If the offer is accepted for any or all of the shares, the
          parties will each be obligated to complete the transaction at the
          offered price within five business days after acceptance. If the offer
          is not accepted in whole, then the selling party may sell the
          remaining offered shares at any time within one month after the offer
          was made at the market price at the time of the sale. For purposes of
          this Agreement, the term "Public Offering" means the effectiveness of
          a



   2
     registration statement filed by eMerge pursuant to the Securities Act of
     1933, as amended (other than on Form  S-4 or S-8 on any successor forms
     thereto), covering the offer and sale of Class A Common Stock in an
     underwritten public offering on a firm commitment basis in which the gross
     proceeds of the offering will equal or exceed $10,000,000 (calculated
     before deducting underwriters' discounts and commissions and other offering
     expenses), and in which the public offering price per share of Class A
     Common Stock (calculated before deducting underwriters' discounts and
     commissions) results in a valuation of the total number of outstanding
     shares of capital stock of eMerge immediately prior to the closing of the
     public offering of at least $30,000,000.

4.   Sale of Entire Interest.  After the closing of eMerge's initial Public
     Offering, if either of SSI or ICG desires to sell to an unaffiliated buyer
     all of the shares of capital stock of eMerge owned by such party and its
     majority owned subsidiaries, such party will first discuss such intention
     with the other party and will attempt in good faith to provide the other
     party to have the opportunity either to purchase all of the shares owned
     by the selling party and its subsidiaries or to participate in the sale of
     shares to the unaffiliated buyer.

5.   Management of the Company.  Each of SSI and ICG acknowledges that (i) it
     intends to actively participate in discussions with the other party
     regarding the business of eMerge and (ii) it has substantial expertise in
     the e-commerce industry. The parties will coordinate their public
     statements regarding this Agreement and eMerge, including filings on
     Schedule 13D.

6.   Term and Termination.  This Agreement shall continue in effect until the
     earlier of (a) the date the parties mutually agree in writing to terminate
     or amend this Agreement and (b) the date that the aggregate number of
     shares of eMerge owned by either ICG or SSI is less than 5% of all of
     the outstanding shares of all classes of Common Stock of eMerge on a
     combined basis. This Agreement shall terminate automatically if it is
     determined by relevant authority not to create a valid joint venture;
     provided that the parties will prior to such termination meet to discuss
     in good faith and to determine whether this Agreement could be modified
     to constitute a valid joint venture so long as such modifications do not
     materially alter the respective rights and obligations of the parties.

7.   Non-assignable Agreement.  This Agreement, and the rights and obligations
     of the parties hereunder, shall be binding on the parties and their
     successors, but may not be otherwise assigned by either party.

8.   Governing Law.  This Agreement shall be governed in all respects by the
     laws of the State of Delaware as applied to contracts made and to be
     performed entirely within that state between residents of that state.



   3
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


INTERNET CAPITAL GROUP, INC.            SAFEGUARD SCIENTIFICS, INC.


By: /s/ Henry W. Nassau                 By: /s/ Steve J. Rosard
   -------------------------------         ----------------------------------
   Name:  Henry W. Nassau                  Name:  Steve J. Rosard
   Title: Managing Director                Title: Vice President