EQUIPMENT LEASE AGREEMENT

Exhibit 10.51

EQUIPMENT LEASE AGREEMENT

THIS EQUIPMENT LEASE AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2003 (the “Effective Date”), by and between eMerge Interactive, Inc., a Delaware corporation (the “Manufacturer”), and Excel Corporation, a Delaware corporation ( the “Lessee”).

RECITALS

A. Previously, Manufacturer has entered into a development agreement with the Lessee, dated January 25, 2002 (the “Development Agreement”), regarding the development of its VerifEYE Carcass Inspection System, and thereafter entered into an Equipment and Technology License Agreement, dated March 12, 2003, relating to installing the VerifEYE Carcass Inspection System in Lessee’s Schuyler, Nebraska beef processing plant.

B. Lessee desires to have Manufacturer install the VerifEYE Carcass Inspection System in certain other of its beef processing facilities (each plant referred to collectively as the “Facility”). In this regard, Lessee desires to lease certain equipment and technology and other intellectual property from Manufacturer relating to the VerifEYE Carcass Inspection System, and Manufacturer desires to lease such equipment and technology and other intellectual property to Lessee, upon the terms and conditions contained in this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, and intending to be legally bound, the parties mutually agree as follows:

1. Lease.

(a) Grant. Manufacturer hereby to Lease to Lessee the equipment described in “Products and Services” on Exhibit A (the “Equipment”) during the Term, along with a non-exclusive license to utilize the Equipment and related technology under all intellectual property rights in the equipment and technology including, but not limited to, all rights held by Manufacturer under U.S. 5,914,247, on the terms and conditions set forth in this Agreement. Manufacturer further grants to Lessee for the Term a non-exclusive license under all copyrights in any works of authorship provided by Lessee to Manufacturer (“Works”) to reproduce, display, perform, or make derivative works from such Works in the context of Lessee’s use of the Equipment.

(b) Term. The term of this Agreement (the “Term”) commences on the date of this Agreement and ends, with respect to each Facility, upon the third anniversary of the date of installation, unless earlier terminated in accordance with the terms of this Agreement.

(c) Fees. Lease fees for the Equipment shall be payable in the amounts, at the times and in the manners described in “Lease Price” and “Payment Schedule” on Exhibit A (the “Lease Fees”). All amounts due under this Agreement shall be paid to Manufacturer at its address as specified in this Agreement or at such other place as Manufacturer may designate in writing, without notice or demand, and without abatement, setoff, counterclaim, or deduction of any amounts whatsoever, except as otherwise provided in this Agreement. All amounts due and owing to Manufacturer under this Agreement but not paid on the due date thereof shall bear interest at the rate of the lesser of: (i) twelve percent per annum; and (ii) the maximum lawful interest rate permitted under applicable law. Such interest shall accrue on the balance of unpaid amounts from time to time outstanding from the date on which portions of such amounts become due and owing until payment thereof in full. Any service fees shall be discounted from Manufacturer’s standard rates by an amount of five percent.

3. Time of Performance. Manufacturer agrees to begin performance of its obligations upon the execution of this Agreement promptly, and agrees that, subject to Section 14 (Risk of Loss), Section 27(e) (Force Majeure) or the acts or omissions of Lessee, the Equipment will be delivered to Lessee at each Facility, undamaged and in good working order, no later than as set forth under “Installation” in Exhibit A (the “Delivery Due Date”). Manufacturer and Lessee agree to communicate and to meet in good faith during the time of performance to discuss the status of the project and to help ensure that the Delivery Due Date is met.

4. Damages for Late Delivery. Subject to delays caused in whole or in part in connection with or through the operation of Section 14 (Risk of Loss), Section 27(e) (Force Majeure) or the acts or omissions of Lessee, Manufacturer agrees to pay Lessee the amount of $500.00 for each day by which the actual date of delivery of the Equipment at any Facility exceeds that Facility’s Delivery Due Date, up to a maximum of $10,000.00. Any such amount shall be payable exclusively through deductions from the Lease Fees.

5. Limitation of Warranties by Manufacturer.

(a) Manufacturer warrants that the Equipment shall meet the descriptions and criteria and shall be as warranted as set forth on Exhibit A. Manufacturer further warrants that (i) all work shall be performed in a good, workmanlike and professional manner and (ii) the Equipment shall be (x) of the highest grade and quality unless otherwise specified and shall conform to the specifications, drawings, samples, or other description furnished by Manufacturer or specified by Lessee, (y) fit and sufficient for the purpose disclosed by Manufacturer, and (z) of good material and workmanship and free from defect. Manufacturer further warrants that if the Equipment is subject to the federal “Occupational Safety and Health Act” of 1970, as amended (“OSHA”), or OSHA’s state equivalent, or the rules and regulations thereunder that, at the time of delivery, the Equipment will, to the reasonable knowledge

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of Manufacturer, conform to all applicable standards and requirements set forth in OSHA or rules and regulations in effect at the time of delivery. Manufacturer further warrants that it has rights to grant a sublicense under U.S. 5,914,247 to Lessee in order to allow Lessee to use the Equipment to fullest extent allowed under this Agreement and that Manufacturer will notify Lessee promptly in the event Manufacturer’s right to grant such sublicense is in danger of being terminated or has been terminated. Manufacturer expressly disclaims all other warranties.

(b) Manufacturer and Lessee specifically agree that the Equipment is provided as an addition to the Lessee’s food safety procedures only, and not as a replacement for such procedures. The Equipment is designed to detect varying levels of plant-based organic contamination which can potentially be transferred from the meat animal hide and/or digestive tract onto the meat surface, and could potentially contain the bacteria commonly found in the digestive tract or on the hide which can cause food borne illnesses. Manufacturer and Lessee specifically acknowledge that the Equipment does not detect bacteria, viruses or parasitic organisms. Accordingly, and in addition to the limitations set forth in the Agreement, Lessee agrees that, should Manufacturer be sued for personal injury allegedly caused by the existence of bacteria, virus or parasitic organisms in a product sold by Lessee, Lessee shall defend, indemnify and hold harmless Manufacturer and Manufacturer’s Representatives as set forth in Section 12 of the Agreement.

(c) NEITHER PARTY, NOR ITS TRANSFEREES OR ASSIGNS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR ANY INTERRUPTION OF SERVICE OR LOSS OF BUSINESS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY BY A PARTY AS TO THE EQUIPMENT OR ANY OTHER MATTER BY A PARTY AS TO THE EQUIPMENT SHALL BE BINDING ON THAT PARTY.

6. Representations.

(a) Lessee hereby represents that, with respect to this Agreement: (i) the execution, delivery and performance thereof by Lessee have been duly authorized by all necessary corporate action; (ii) the individual executing such document is duly authorized to do so; and (iii) such document constitutes a legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms, subject to applicable bankruptcy law and equity.

(b) Manufacturer hereby represents that, with respect to this Agreement: (i) the execution, delivery and performance thereof by Manufacturer have been duly authorized by all necessary corporate action; (ii) the individual executing such document is duly authorized to do so; and (iii) such document constitutes a legal, valid and binding obligation of Manufacturer, enforceable against Manufacturer in accordance with its terms, subject to applicable bankruptcy law and equity.

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7. Title. Manufacturer shall at all times retain title to the Equipment, and Lessee shall not represent otherwise to any person or entity. All documents of title and evidences of delivery shall be delivered to Manufacturer. Lessee shall not change or remove any insignia or lettering that is on the Equipment or that is thereafter placed thereon indicating Manufacturer’s ownership thereof; and at any time during the term of this Agreement, upon request of Manufacturer, Lessee shall affix to the Equipment, in a prominent place, labels, plates or other markings supplied by Manufacturer stating the owner of the Equipment. Manufacturer is hereby authorized by Lessee to file or record and refile and rerecord Uniform Commercial Code Financing Statements setting forth Manufacturer’s interest in the Equipment. Lessee shall indemnify Manufacturer and defend Manufacturer’s title against all persons claiming against (through actions other than actions of Manufacturer) or through Lessee, at all times keeping the Equipment free from any legal process or encumbrance whatsoever resulting from, by, or under any acts of Lessee including, but not limited to, liens, attachments, levies and executions, and shall give Manufacturer immediate written notice thereof and shall indemnify Manufacturer from any loss caused thereby. Lessee shall execute and deliver to Manufacturer, upon Manufacturer’s request, such further instruments and assurances as Manufacturer deems reasonably necessary or reasonably advisable for the confirmation or perfection of Manufacturer’s rights hereunder. Lessee acknowledges that this Agreement does not confer on Lessee any rights to use Manufacturer’s graphic designs, copyrights, trademarks, trade dress, trade secrets, know-how or any other intellectual property owned or controlled by Manufacturer that is not expressly included in the definition of Confidential Information or “Equipment.” Such rights may only be conferred on Lessee in a separate written license agreement executed by both parties.

8. Care and Use of Equipment. Manufacturer shall maintain and service the Equipment as described in “Maintenance and Service” and “Improvements” on Exhibit A. In all other respects, except for damage or repairs due to the acts or omissions of Manufacturer or its employees, agents or contractors, Lessee at its own cost and expense shall maintain the Equipment in good operating condition, repair and appearance, and Lessee shall protect the same from deterioration, other than normal wear and tear. Lessee shall use the Equipment in the regular course of business only, within its normal capacity, without abuse, and in the manner contemplated by the parties as of the date of this Agreement. Lessee shall comply with all laws, ordinances, regulations, requirements and rules with respect to the use and operation of the Equipment, and shall not make (except in conjunction with Manufacturer in accordance with Section 9 (Upgrades and Additions)) any modification, alteration or addition to the Equipment. Neither Lessee nor its employees, agents or representatives shall tamper with, disassemble, revise, engineer or otherwise examine the manual workings of the Equipment. If through the negligence of Lessee or the breach of this Agreement by Lessee repairs are required of Manufacturer then Lessee shall reimburse Manufacturer for all reasonable costs incurred by Manufacturer in making such repairs or performing such maintenance, if Lessee has not made such repairs or performed such maintenance within a reasonable time following Manufacturer’s written notice to Lessee. Manufacturer shall have the right during normal business hours, upon reasonable prior notice to Lessee and subject to applicable laws and regulations, to enter the Facility in

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order to inspect, observe or, upon an Event of Default (as defined below), remove the Equipment, or otherwise protect Manufacturer’s interest, and Lessee shall cooperate fully in affording Manufacturer the opportunity to do the same. Lessee shall permit Manufacturer to review all documentary and electronic information relating to the Equipment and the operation of it.

9. Upgrades And Additions. Additions, modifications, alterations and upgrades to the Equipment shall be conducted only as described in “Improvements” on Exhibit A, and each shall be conducted only with the consent of and by Manufacturer, not to be unreasonably withheld or delayed. In consideration of Lessee’s lease of the Equipment, Manufacturer agrees to offer Lessee, at a price and upon terms to be negotiated between the parties but at a discount from prices offered to the rest of the meat packing industry, all improvements made by Manufacturer to substantially similar Equipment sold or licensed by Manufacturer during the term of this Agreement. All additions, modifications, alterations and upgrades to the Equipment and to Manufacturer Confidential Information shall be handled pursuant to Article 7 of the Development Agreement.

10. Net Fees; Taxes. The Lease Fees under this Agreement are net to the Manufacturer, and Lessee shall pay to Manufacturer, when due, all taxes and charges (other than income taxes imposed on Manufacturer), including all sales, use, excise, personal property, stamp, documentary and ad valorem taxes, license and registration fees, assessments, fines, penalties, freight, transportation and similar charges imposed on the ownership, possession, licensing, operation or use of the Equipment during the term of this Agreement. In the event of a continuing default by Lessee, Lessee shall pay to Manufacturer all costs and expenses, storage, caretaking and repossession expenses in connection with the enforcement of Manufacturer’s rights under this Agreement.

11. Relationship of the Parties. Lessee shall be considered to be an independent contractor. The relationship shall not be construed to be that of employer and employee, and shall not constitute a partnership, joint venture or agency of any kind. Neither party shall have any right to enter into any contracts or commitments in the name of, or on behalf of, the other, or to bind the other in any respect whatsoever. In addition, neither party shall obligate or purport to obligate the other by issuing or making any affirmations, representations, warranties or guaranties with respect to the Equipment to any third party.

12. Indemnification.

(a) Except to the extent caused by the negligent acts or omissions of Manufacturer or its officers, directors, employees, agents or contractors (the “Manufacturer Representatives”) or by the breach of this Agreement by Manufacturer, Lessee shall indemnify, protect and save Manufacturer and the Manufacturer Representatives harmless from all claims, demands, suits or actions (including attorney fees incurred in connection therewith) that may be asserted against Manufacturer or any Manufacturer Representative relating to (i) Lessee’s indemnification obligations

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contained in Section 5(b), (ii) acts of negligence or willful conduct by Lessee or any Lessee Representative in connection with the Equipment, or (iii) Lessee’s breach of this Agreement. These indemnification obligations shall continue in full force and effect notwithstanding the termination of this Agreement.

(b) Except to the extent caused by the negligent acts or omissions of Lessee or its officers, directors, employees, agents or contractors (the “Lessee Representatives”) or by the breach of this Agreement by Lessee, Manufacturer shall indemnify, protect and save Lessee and the Lessee Representatives harmless from all claims, demands, suits or actions (including attorney fees incurred in connection therewith) that may be asserted against Lessee or any Lessee Representative relating to (i) any alleged or actual, direct or contributory infringement of patent or other intellectual property, arising from the use of the Equipment, (ii) acts of negligence or willful conduct by Manufacturer or any Manufacturer Representative or (iii) Manufacturer’s breach of this Agreement. These indemnification obligations shall continue in full force and effect notwithstanding the termination of this Agreement.

(c) In the event a claim against an indemnified party arises to which the indemnity of this section is applicable, notice shall be given promptly by the indemnified party to the indemnifying party and the indemnifying party shall have the right to control the defense of such claim and to select lead counsel to defend such claim, at the sole cost and expense of the indemnifying party; provided that in no event shall an indemnifying party enter into any settlement without the consent of the indemnified party, which consent shall not be unreasonably withheld. The indemnified party may select counsel to participate in any such defense at the sole cost and expense of the indemnified party. In connection with any claim, the parties shall cooperate with each other and provide each with access to relevant books and records in their possession, as well as necessary employees or other agents.

13. Insurance.

(a) Lessee shall obtain and maintain or self insure for the Term, at its own expense, property damage and liability insurance and insurance against loss or damage to the Equipment (including so-called extended coverage), as a result of theft and such other risks of loss as are normally maintained on equipment of the type leased under this Agreement by companies carrying on the business in which Lessee is engaged, in such amounts, in such form and with such insurers as shall be reasonably satisfactory to Manufacturer. Each insurance policy shall provide that it may not be canceled or altered without at least 30 days prior written notice thereof being given to Manufacturer or its successor and assigns.

(b) Manufacturer agrees that during the Term it and any subcontractor it provides to perform installation, service or maintenance at the Facility, shall maintain a policy or policies of insurance as set forth below: