ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

B Y AND B ETWEEN

ORIGIN MICRO SYSTEMS, LLC

AS P URCHASER

AND

EMERGE INTERACTIVE, INC.,

AS S ELLER

MARCH 15, 2007

Table of Contents

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of March 15, 2007, by and between EMERGE INTERACTIVE, INC., a Delaware corporation (the “Seller”), and ORIGIN MICRO SYSTEMS, LLC, a Texas limited liability company, or its affiliated assigns, (the “Purchaser”).

RECITALS

A. The Seller filed for voluntary petition under Chapter 11 of the United States Bankruptcy Code in the federal bankruptcy court for the Southern District of Florida, West Palm Beach division, on February 14, 2007.

B. Pursuant to the Seller’s Motion to Sell CattleLog Assets, under 11 U.S.C. 363(b) free and clear of all encumbrances, and Emergency Motion to Establish Procedures for Sale and Bid Protection, both filed on February 14, 2007, the Bankruptcy Court held a hearing on February 15, 2007 and thereafter entered its Order granting in part and denying in part Debtor’s Emergency Motion for an Order Approving Bid Protection and Sale Procedures. An auction and sale hearing before the Bankruptcy Court was held on March 15, 2007, and Purchaser’s bid was determined by the Bankruptcy Court to be the highest and best bid for the Purchased Assets.

C. The Purchaser and Seller have agreed that the sale of the Purchased Assets and the assumption and assignment of the Assumed Contracts and Assumed Liabilities shall be accomplished pursuant to Sections 363 and 365 of the Bankruptcy Code (as defined below) and pursuant to the terms of this Agreement as may be modified by the Bankruptcy Court.

D. The Purchaser has agreed that the terms of this Agreement and the Seller’s commitments herein shall be subject to the Seller receiving approval by the Bankruptcy Court.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE II

General Definitions

Section 2.1 Definitions . The following terms, as used herein, have the following meanings:

“Affiliate” means (i) any Person that directly, or indirectly through one or more intermediaries, controls the Seller or the Purchaser (a “Controlling Person”) or (ii) any Person (other than the Seller or the Purchaser) which is controlled by or is under common control with a Controlling Person.

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“Agreement” means this Agreement, including the Schedules, as amended from time to time in accordance with its terms.

“Assignment and Assumption Agreement” means one or more assignment and assumption agreements in form and substance reasonably satisfactory to Purchaser and Seller.

“Assumed Contracts” has the meaning set forth in Section 3.1(b).

“Assumed Liabilities” has the meaning set forth in Section 3.2.

“Auction Procedures Order” means the final and non-appealable order entered by the Bankruptcy Court on February 23, 2007, a copy of which is annexed hereto as Exhibit A , (i) approving the terms of that certain letter of intent, dated as of February 14, 2007, by and between Seller and The Biegert Family Irrevocable Trust, Dated June 11, 1998 (the “Biegert Trust”) as the “Stalking-Horse Bid” for the Purchased Assets, (ii) authorizing the Seller to conduct an auction for the Purchased Assets , and (iii) establishing procedures for the conduct of the Auction.

“Bankruptcy Case” means the legal proceeding to be commenced by the Seller in the Bankruptcy Court (Case Number: 9:07-BK-10932-SHF) seeking to liquidate the Seller’s business pursuant to Chapter 11 of the Bankruptcy Code.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. §§ 101-1330, as heretofore and hereafter amended.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Florida, West Palm Beach division.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and Official Forms that govern procedure in cases under the Bankruptcy Code, as heretofore and hereafter amended.

“Bill of Sale” means one or more bills of sale in form and substance reasonably satisfactory to Purchaser and Seller, which shall include detailed schedules of the Purchased Assets as of the Closing Date.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of West Palm Beach, Florida.

“Closing” has the meaning set forth in Section 9.1.

“Closing Date” has the meaning set forth in Section 9.1.

“Contract” means any written agreement, arrangement, understanding, lease, license, order, purchase order or instrument or other contractual or similar arrangement.

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“Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of capital stock, including as trustee (other than a Chapter 11 trustee) or executor, by contract or credit arrangement or otherwise.

“Cure Costs” means all monetary liabilities, including pre-petition monetary liabilities, of Seller that must be paid or otherwise satisfied to cure all of the Seller’s monetary defaults under the Assumed Contracts, if any, at the time of the assumption thereof and assignment to Purchaser as provided hereunder as such amounts are determined by the Bankruptcy Court.

“Encumbrance” means (except for any lien for Taxes or materialmans, contractors or other similar statutory liens, in each case with respect to amounts not yet due) any claim, liability, charge, lease, covenant, easement, encumbrance, security interest, lien, option, pledge, right of others, mortgage, hypothecation, conditional sale or restriction (whether on voting, sale, transfer, defenses, set-off or recoupment rights, disposition or otherwise) against or with respect to tangible or intangible property or rights, whether imposed by agreement, understanding, Law, equity or otherwise, except for any restrictions on transfer generally arising under any applicable federal or state securities Law, except that Encumbrance does not include any claim(s) of post-closing infringement of patents used in the ordinary course of business by the “Animal Information Solutions” or “CattleLog” business by Micro Beef Technologies, Ltd.

“Excluded Assets” has the meaning set forth in Section 3.1.

“Governmental Authority” means any United States federal, state or local, or any foreign, government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Law” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, other requirement or rule of law.

“Permitted Encumbrances” means (i) any Encumbrance for Taxes not yet due or delinquent or being contested in good faith by appropriate proceedings, (ii) any statutory Encumbrance arising in the ordinary course of business by operation of Law with respect to a liability that is not yet due or delinquent, (iii) any minor imperfection of title or similar Encumbrance which individually or in the aggregate with other such Encumbrances could not reasonably be expected to materially adversely affect the condition of the related Purchased Assets or (iv) any Assumed Liabilities, including liability, if any, for claim(s) by Micro Beef Technologies, Ltd. of patent infringement occurring after Closing.

“Person” means an individual, corporation, partnership, association, limited liability company, trust, joint venture, unincorporated organization, other entity or group (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended).

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“Petition Date” means February 14, 2007, the date on which the Bankruptcy Case commenced.

“Purchase Price” has the meaning set forth in Section 4.1(a).

“Purchased Assets” has the meaning set forth in Section 3.1.

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser Representatives” has the meaning set forth in Section 7.3(a).

“Sale Hearing” means the hearing before the Bankruptcy Court to approve this Agreement and the consummation of the transactions contemplated by this Agreement.

“Sale Motion” means a motion filed with the Bankruptcy Court on the Petition Date seeking entry of the Sale Order.

“Sale Order” means an order of the Bankruptcy Court in substantially the form as will be attached to this Agreement as Exhibit B on or before the Sale Hearing.

“Seller” has the meaning set forth in the Preamble.

“Seller’s Knowledge” means the actual knowledge of Susan D. Mermer, David C. Warren, Robert E. Drury or Tim Niedecken.

“Tax” or “Taxes” means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Tax authority.

“Tax Return” means any return, declaration, report, claim for refund, information return, statement or other form relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Transfer Tax” has the meaning set forth in Section 6.1.

Section 2.2 Terms Generally . As used in this Agreement: (i) words in the singular shall be held to include the plural and vice versa, (ii) words of one gender shall be held to include the other genders as the context requires, (iii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, (iv) references to Article, Section, paragraph, Exhibit and Schedule are references to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement, unless otherwise specified, (v) the word “including” and words of similar import when used in this Agreement, shall mean “including, without limitation,” unless otherwise specified, and (vi) the word “or” shall not be exclusive.

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ARTICLE III

Purchase And Sale Of Assets; Assumption Of Liabilities

Section 3.1 Purchase and Sale of the Purchased Assets . On the Closing Date, Seller shall transfer, sell, assign and deliver to the Purchaser, and Purchaser shall purchase, accept and assume from Seller, on the terms and subject to the conditions set forth in this Agreement and the Sale Order, all of Seller’s right, title and interest in, to and under the following assets, other than the Excluded Assets (as hereinafter defined) (all such assets and properties are referred to in this Agreement as the “Purchased Assets”), free and clear of all Encumbrances, other than Permitted Encumbrances including, without limitation, the following:

(a)(i) All of Seller’s right, title and interest in, to and under the following property relating primarily to Seller’s “Animal Information Solutions” or “CattleLog” businesses, whether now owned, as of the date hereof, or hereafter acquired (each of the following capitalized terms in this Section 3.1(a) shall have the meanings ascribed to such terms in Article 9 of the Uniform Commercial Code): General Intangibles; Documents; Equipment; Goods; Inventory; trademarks, copyrights and/or patents; any and all rights to the sole and exclusive use of the name “eMerge Interactive, Inc.” or any derivations thereof ( provided , however , that Purchaser hereby grants to Seller, and Seller hereby accepts from Purchaser, a nontransferable, royalty-free, license to use such name and marks, or any derivations thereof, from and after the date of this Agreement until such time as Seller is dissolved and Seller’s assets are liquidated, provided that Seller shall not compete with the “Animal Information Solutions” or “CattleLog” business); and those certain accounts receivable listed on Schedule 3.1(a)(i) to this Agreement; provided , however , that the Purchased Assets shall not, in any event, include the Excluded Assets. For purposes of this Agreement, “Excluded Assets” means (i) those assets listed on Schedule 3.1(a)(ii) to this Agreement, which are all of the assets primarily relating to, used in or useful to Seller’s Food Safety Technologies business, and (ii) any and all cash and cash equivalents of Seller as of the Closing Date. For the avoidance of doubt, the Seller and Purchaser agree that the Purchased Assets shall include, without limitation, the assets set forth on Schedule 3.1(a)(iii) attached hereto that relate primarily to Seller’s “Animal Information Solutions” or “CattleLog” business.

(b) All of Seller’s right, title and interest in the Assumed Contracts (as defined and described below). Schedule 3.1(b) sets forth a list of all executory contracts related primarily to Seller’s “Animal Information Solutions” or “CattleLog” businesses (the “Assumed Contracts”). The procedures for assumption and assignment of the Assumed Contracts shall be mutually acceptable to Purchaser and Seller. Seller shall take all action reasonably necessary in order to assume and assign the Assumed Contracts to Purchaser in accordance with Sections 365(a) and (f) of the Bankruptcy Code, and Seller shall pay all costs and expenses associated with such assumption and assignment, including without limitation any Cure Cost. Upon entry of the Sale Order, which order shall include provisions authorizing the assignment and assumption of the Assumed Contracts, such Assumed Contracts shall be assumed by Seller and assigned to Purchaser, and Purchaser shall accept such assignment and assume the Assumed Contracts, and such assumption and assignment shall be effective as of the Closing of this transaction. The assignment of the Assumed Contracts to Purchaser shall be contemporaneous with the Closing.

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Section 3.2 Assumption of Contracts and Liabilities . On and as of the Closing Date, in connection with its acquisition of the Purchased Assets, Seller shall assign and transfer, and Purchaser shall accept, assume, and indemnify, defend and hold Seller harmless with respect to, the following contracts, liabilities and obligations of Seller and no others (collectively, the “Assumed Liabilities”):

(a) Assumed Contracts. All rights and obligations of Seller under the Assumed Contracts; provided , however , that Seller shall pay all Cure Costs owing under any of the Assumed Contracts prior to the Closing.

(b) Taxes. Subject to Section 6.2, any liability for Taxes with respect to the ownership of the Purchased Assets for any taxable period (or portion thereof) beginning on or after the Closing Date.

PURCHASER SHALL NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY LIABILITIES AND OBLIGATIONS OF SELLER, REGARDLESS OF THE TYPE OR NATURE OF SUCH LIABILITIES OR OBLIGATIONS, OTHER THAN THE ASSUMED LIABILITIES.

ARTICLE IV

Purchase Price

Section 4.1 Payment of Purchase Price .

(a) The purchase price for the Purchased Assets shall be One Million Six Hundred Thousand Dollars ($1,600,000.00) plus a release from any and all pre-Closing claims that Micro Beef Technologies, Ltd. has or may have against Seller, including without limitation, any and all claims for patent infringement by Seller (the “Purchase Price”).

(b) On the Closing Date, the Purchaser shall deliver, by wire transfer pursuant to wire transfer instructions provided by Seller at least two Business Days prior to the Closing Date, in immediately available funds, the Purchase Price.

(c) On the Closing Date, the Seller shall obtain from the Biegert Trust (i) the original Revolving Loan Agreement, Promissory Note and Security Agreement, dated as of October 16, 2006, by and between Seller and the Biegert Trust (the “Promissory Note”) marked “cancelled, paid in full” and (ii) a UCC termination statement terminating UCC financing statement 63597192 filed with the Delaware Secretary of State on October 18, 2006.

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ARTICLE V

Representations And Warranties And Related Undertakings

Section 5.1 Representations and Warranties of Seller . Seller hereby represents and warrants to Purchaser as follows:

(a) Organization and Standing. Seller is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.

(b) Authorization; Enforceability. The execution, delivery and performance by Seller of this Agreement, and all of the documents and instruments contemplated hereby to which Seller is a party, are within the corporate power of Seller and have been duly authorized by all necessary corporate action of Seller. This Agreement has been duly executed and delivered by Seller. This Agreement is, and the other documents and instruments required hereby to which Seller is a party will be, subject to the Bankruptcy Code and the Bankruptcy Rules and approval of the Bankruptcy Court, when executed and delivered by the parties thereto, the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

(c) No Conflict or Violation. Upon entry of the Sale Order, the execution, delivery and performance of this Agreement, and of all of the documents and instruments contemplated hereby to which Seller is a party, by Seller do not and will not: (i) conflict with or result in a breach of the certificate of incorporation or bylaws of Seller or (ii) violate any Law or Governmental Order to which Seller is a party or to which Seller is subject.

(d) Litigation. Except claims by Micro Beef Technologies, Ltd. that certain of the Purchased Assets infringe on patents held by Micro Beef Technologies, Ltd., which claims Seller disputes, there is no action, suit, investigation or proceeding pending against, or to Seller’s Knowledge, threatened against Seller before any Governmental Authority which challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

(e) Consents and Approvals. Except for consents, approvals or authorizations of, or filings with, the Bankruptcy Court, and except as included on Schedule 5.1(e) to this Agreement, the execution, delivery and performance of this Agreement, and the other documents and instruments required hereby to which Seller is a party, do not and will not: (i) constitute a violation or breach of any material contract or agreement to which Seller is a party or by which Seller is bound, or require the consent or approval of any party to any such contract or agreement, or give any party to any such contract or agreement a right of termination, cancellation, acceleration or modification thereunder, except where such violation or breach or the failure to obtain such consent or approval would not, in the aggregate, have a material adverse effect on Seller’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder, or (ii) result in, require or permit the creation or imposition of any Encumbrance, other than Permitted Encumbrances, upon or with respect to the Purchased Assets or the Assumed Contracts.

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(f) Title to Purchased Assets. Seller owns good and valid title to the Purchased Assets free and clear of any Encumbrances except the Permitted Encumbrances.

(g) Sufficiency of Assets. Except for the United States Department of Agriculture-approved Process Verified Program (the “PVP”), the Purchased Assets and Assumed Contracts include all of the assets and contract rights necessary as of the Closing Date for the operation of the Purchased Assets in the ordinary course in accordance with Seller’s past practice (excluding the Excluded Assets).

(h) Brokers. Except for AgriCapital Corporation and B. Riley & Co., there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement. Seller shall be responsible for payment of any such fee or commission.

(i) Assumed Contracts. Seller is not in material default under any of the Assumed Contracts, and there do not exist any defaults by Seller, material or otherwise, under any of the Assumed Contracts, which such defaults would prevent any such Assumed Contract from being assumed by, and assigned to, Purchaser.

(j) Software Source Code. Seller warrants that it is in possession of the source code for the software which is a portion of the Purchased Assets and shall deliver it to Purchaser at Closing (except as required to provide the transition services pursuant to the Transition Services Agreement attached hereto as Exhibit E ).

Section 5.2 Representations and Warranties of Purchaser . Purchaser hereby represents and warrants to Seller the following:

(a) Organization and Standing. Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of Texas. Micro Beef Technologies, Ltd., a Texas limited partnership, is the sole member of Purchaser.

(b) Authorization; Enforceability. The execution, delivery and performance by Purchaser of this Agreement, and all of the documents and instruments contemplated hereby to which Purchaser is a party, are within the limited liability company power of Purchaser and have been duly authorized by all necessary limited liability company action of Purchaser. This Agreement has been duly executed and delivered by Purchaser. This Agreement is, and the other documents and instruments required hereby to which Purchaser is a party will be, subject to the Bankruptcy Code and the Bankruptcy Rules and approval of the Bankruptcy Court, when executed and delivered by the parties thereto, the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms.

(c) No Conflicts or Violation. The execution, delivery and performance of this Agreement, and all of the documents and instruments contemplated hereby to which Purchaser is a party, by Purchaser do not and will not: (i) conflict with or result in a breach of the Certificate of Formation and Operating Agreement of Purchaser or (ii) violate any Law or Governmental Order to which Purchaser is a party or to which Purchaser is subject.

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(d) Litigation. There is no action, suit, investigation or proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser before any Governmental Authority which challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

(e) Consents and Approvals. Except for consents, approvals or authorizations of, or filings with, the Bankruptcy Court, and except as included on Schedule 5.2(e) to this Agreement, the execution, delivery and performance of this Agreement, and the other documents and instruments required hereby to which Purchaser is a party, do not and will not: (i) constitute a violation or breach of any material contract or agreement to which Purchaser is a party or by