REVOLVING LOAN AGREEMENT, PROMISSORY NOTE AND SECURITY AGREEMENT

Exhibit 10.1

REVOLVING LOAN AGREEMENT, PROMISSORY NOTE

AND SECURITY AGREEMENT

FOR VALUE RECEIVED, EMERGE INTERACTIVE, INC., a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of THE BIEGERT FAMILY IRREVOCABLE TRUST, DATED JUNE 11, 1998 (together with any successor, assignee or endorsee thereof, the “ Lender ”), at c/o Biegert Feeds, 115 S. 14 ^th Street, Geneva, NE 68361 or such other place as the Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) (hereinafter, the “ Maximum Commitment ”), or as much thereof as shall have been advanced and remain outstanding hereunder, with interest on the unpaid principal balance at the Fixed Rate (as defined below), and the Lender hereby agrees to make loans to the Borrower in a principal amount up to the Maximum Commitment, all in accordance with the following terms and provisions:

1. Commitment to Lend . Subject to the terms and conditions set forth herein, the Lender agrees to make loans (“ Revolving Loans ”) to the Borrower from time to time on any day other than a Saturday, Sunday or other day on which commercial banks in the State of Delaware are authorized to close; provided , that after giving effect to any such Revolving Loan, the aggregate amount of Revolving Loans shall not exceed the Maximum Commitment.

2. Payment Terms . The principal of and interest on Revolving Loans shall be payable as follows:

(a) Interest on the outstanding principal balance of Revolving Loans shall accrue at a simple interest rate equal to eight and one-quarter percent (8.25%) per annum (the “ Fixed Rate ”) and shall be payable pursuant to Section 1(c) below.

(b) Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed.

(c) If not sooner paid pursuant to Section 3 below, the entire outstanding principal balance of Revolving Loans advanced pursuant to this Revolving Loan Agreement, Promissory Note and Security Agreement (this “ Note ”), plus all unpaid accrued interest thereon, shall be due and payable in full in a single payment due on the earlier to occur of the following (the “ Maturity Date ”): (i) April 1, 2007, (ii) the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated October 16, 2006, by and among Borrower, eMerge Merger Sub, LLC, PRIME BioShield, LLC and PRIME BioSolutions, LLC (the “ Merger Agreement ”), or (iii) the termination of the Merger Agreement in accordance with its terms.

3. Prepayment . This Note may be prepaid at any time, in whole or in part without premium or penalty, at the Borrower’s option, provided that unpaid accrued interest on the amount prepaid shall be brought current through the date of prepayment. Amounts prepaid under this Note may be reborrowed.

4. Use of Proceeds . The proceeds of this Note shall be used by the Borrower for working capital and general corporate purposes.

5. Security Agreement . The Borrower hereby grants to the Lender a continuing, first-priority lien on and security interest in the Collateral (as defined in Section 6 below), to secure the payment in full of all Revolving Loans and any other obligations of Borrower to the Lender under this Note, including any extensions, modifications or renewals hereof (the “ Secured Obligations ”). In addition to any remedies specified herein, the Lender shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “ UCC ”) upon an Event of Default (as defined in Section 7 below). The Borrower represents, warrants and covenants to the Lender that the Collateral is and shall remain free of any and all liens, security interests and other encumbrances affecting the Collateral other than the security interest granted hereby.

6. Collateral . As used in this Note, the term “ Collateral ” shall mean all of the Borrower’s right, title and interest in, to and under the following property relating to, used in or useful to the Borrower’s “Animal Information Solutions” or “CattleLog” businesses, whether now owned or hereafter acquired (each of the following capitalized terms in this Section 6 shall have the meanings ascribed to such terms in Article 9 of the UCC):

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provided , however , that the Collateral shall not, in any event, include the Excluded Collateral. For purposes of this Note, “ Excluded Collateral ” means all of the property relating to, used in or useful to the Borrower’s Food Safety Technologies business, including, without limitation, the assets described on Schedule 1 hereto.

Concurrently with the execution of this Note, the Borrower shall deliver to the Lender financing statements in form satisfactory to the Lender necessary to evidence and perfect the security interest in the Collateral granted to the Lender hereunder (the “ Financing Statements ”); provided , that the Borrower hereby authorizes the Lender to file such Financing Statements (and all amendments thereto and continuations thereof) on its behalf and without its signature if the Lender is permitted to do so under applicable law.

7. Default . If any one or more of the following events shall occur, it shall be an “ Event of Default ” under this Note: