Exhibit 10.21

        ELECTRONIC RETAILING SYSTEMS INTERNATIONAL, INC.

                 1993 EMPLOYEE STOCK OPTION PLAN


          1.   Purposes of Plan.  The purposes of this Plan, which
shall be known as the Electronic Retailing Systems International,
Inc. 1993 Employee Stock Option Plan, and is hereinafter referred
to as the "Plan", are (i) to provide incentives for key employees
of Electronic Retailing Systems International, Inc. (the
"Company") and any parent and subsidiary corporations (within the
respective meanings of Sections 424(e) and 424(f) of the Internal
Revenue Code of 1986, as amended [the "Code"], and referred to
herein as "Parent" and "Subsidiary", respectively), and to
consultants and other individuals providing services to such
companies, by encouraging their ownership of the common stock,
$.01 par value (the "Common Stock"), of the Company, and (ii) to
aid the Company in retaining such key employees and other persons,
upon whose efforts the Company's success and future growth
depends, and attracting other such employees and other persons.

          2.   Administration.  The Plan shall be administered by
the Board of Directors of the Company or, as determined by the
Board of Directors in its sole discretion, by a committee from
time to time appointed by the Board of Directors and consisting of
not less than two of its members (the Board of Directors, or such
committee, for purposes of this Plan hereinafter referred to as
the "Committee"), as hereinafter provided. Subject to the terms of
the Plan, the Committee shall have plenary authority to determine
the key employees, consultants and other individuals to whom
options are to be granted under the Plan, the number of shares to
be subject to each such option, the terms and conditions upon
which the options are granted and are exercisable and whether such
options will be incentive stock options or non-qualified stock
options. For purposes of administration, the Committee, subject to
the terms of the Plan, shall have plenary authority to establish
such rules and regulations, make such determinations and
interpretations and take such other administrative actions as it
deems necessary or advisable. All determinations and
interpretations made by the Committee shall be final, conclusive
and binding on all persons, including Optionees (as hereinafter
defined) and their legal representatives and beneficiaries.

          The Board of Directors shall designate one of the
members of the Committee as its Chairman. The Committee shall hold
its meetings at such times and at such places as it may determine.
A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and
signed by all members shall be as effective as if it had been made
by a majority vote at a meeting duly called and held. The 
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Committee may appoint a secretary (who need not be a member of the
Committee). No member of the Committee shall be liable for any act
or omission with respect to his service on the Committee if he
acts in good faith and in a manner he reasonably believes to be in
or not opposed to the best interests of the Company. Service on
the Committee shall constitute service as a director of the
Company for all purposes.

          3.   Stock Available for Options.  There shall be
available for options under the Plan a total of 3,500,000 shares
of Common Stock, subject to any adjustments which may be made
pursuant to Section 5(f) hereof.* Shares of Common Stock used for
purposes of the Plan may be either authorized and unissued shares,
or previously issued shares held in the treasury of the Company,
or both. Shares of Common Stock covered by options which have
terminated or expired prior to exercise shall be available for
further options hereunder.

          4.   Eligibility.  Options under the Plan may be granted
to key employees of the Company or any Parent or Subsidiary
thereof, including officers of the Company or any Parent or
Subsidiary thereof, and to consultants and other individuals
providing services to the Company or any Parent or Subsidiary.
Options may not be granted under the Plan to any member of the
Board of Directors of the Company (whether or not a key employee
of, or a consultant or other individual providing services to, the
Company or any Parent or Subsidiary). Options may be granted to
eligible individuals whether or not they hold or have held options
previously granted under the Plan or otherwise granted or assumed
by the Company. In selecting individuals for options, the
Committee may take into consideration any factors it may deem
relevant, including its estimate of the individual's present and
potential contributions to the success of the Company and/or any
Parent or Subsidiary thereof. Service as a consultant of or to the
Company or any Parent or Subsidiary shall be considered employment
for purposes of the Plan (and the period of such service shall be
considered the period of employment for purposes of Section 5(d)
of the Plan); provided, however, that incentive stock options may
be granted under the Plan only to an individual who is an
"employee" (as such term is used in Section 422 of the Code) of
the Company or any Subsidiary or Parent.

          5.   Terms and Conditions of Options.  The Committee
shall, in its discretion, prescribe the terms and conditions of
the options to be granted hereunder which terms and conditions
need not be the same in each case, subject to the following:

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*    Increase from 1,775,000 to 3,500,000 subject to stockholder
     approval
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               (a)    Option Price.  The price at which each share
of Common Stock covered by an option granted under the Plan may be
purchased shall be determined by the Committee and shall not be
less than the par value per share of Common Stock. The date of the
grant of an option shall be the date specified by the Committee in
its grant of the option.

               (b)    Option Period.  The period for exercise of
an option shall in no event be more than ten years from the date
of grant. Options may, in the discretion of the Committee, become
vested and be made exercisable in installments during the option
period. Any shares not purchased on any applicable installment
date may be purchased thereafter at any time before the expiration
of the option period.

               (c)    Exercise of Options.  In order to exercise
an option, the holder thereof (the "Optionee") shall deliver to
the Company written notice specifying the number of shares of
Common Stock to be purchased, together with cash or a certified or
bank cashier's check payable to the order of the Company in the
full amount of the purchase price therefor; provided that, for the
purpose of assisting an Optionee to exercise an option, the
Company may make loans to the Optionee or guarantee loans made by
third parties to the Optionee, on such terms and conditions as the
Board of Directors may authorize and approve; and provided further
that such purchase price may be paid in shares of Common Stock
owned by the Optionee having a market value on the date of
exercise equal to the aggregate purchase price, or in a
combination of cash and Common Stock. For purposes of the Plan,
the market value per share of Common Stock shall be the last sale
price regular way on the date of reference, or, in case no sale
takes place on such day, the average of the closing bid and asked
prices regular way, in either case on the principal national
securities exchange on which the Common Stock is listed or
admitted to trading, or if the Common Stock is not listed or
admitted to trading on any national securities exchange, the last
sale price of the Common Stock as reported on the National
Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System on such date, or if the Common Stock is not
so reported, the average of the closing high bid and low asked
prices of the Common Stock in the over-the-counter market on such
date, as reported on the NASDAQ system, or if there are no such
prices reported on the NASDAQ system on such date, as furnished to
the Committee by a New York Stock Exchange member selected from
time to time by the Committee for such purpose. If there is no bid
or asked price reported on any such date, the market value shall
be determined by the Committee in accordance with the regulations
promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee. An Optionee shall
have none of the rights of a stockholder until the shares of
Common Stock are issued to him. An option may not be exercised for
less than ten shares of Common Stock, or the number of shares of
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Common Stock remaining subject to such option, whichever is
smaller.

               (d)    Effect of Termination of Employment.  An
option may not be exercised after the Optionee has ceased to be in
the employ of the Company or any Parent or Subsidiary, except
that:

          (i) if, subsequent to any vesting date specified in the
     option, the Optionee's employment is terminated by action of
     his employer for reasons other than "cause" (as hereinafter
     defined), or by the Optionee (unless his employer shall have
     grounds to terminate his employment for "cause"), the option
     may be exercised by the Optionee within the period specified
     in the terms of the option;

          (ii) In the event of the death of the  Optionee after
     termination of employment covered by (i) above, the person or
     persons to whom his rights are transferred by will or the
     laws of descent and distribution shall have a period
     specified in the terms of the option to exercise such option;


          (iii) in the event of the death of the Optionee while
     employed, the person or persons to whom the Optionee's rights
     are transferred by will or the laws of descent and
     distribution shall have a period specified in the terms of
     the option to exercise such option.

     For purposes hereof "cause" means (i) an Optionee's
conviction of a felony involving moral turpitude with respect to
the business of the Company or any Parent or Subsidiary thereof,
(ii) an Optionee's willful violation of directions of the Board or
the Chief Executive Officer of the Company or any Parent or
Subsidiary thereof, (iii) an Optionee's engaging in conduct which
constitutes willful neglect or willful misconduct in connection
with the performance of his duties or (iv) an Optionee's engaging
in conduct which violates the terms or conditions of his option
grant. Nothing in the Plan or in any option granted pursuant to
the Plan (in the absence of an express provision to the contrary)
shall confer on any individual any right to continue in the employ
of the Company or any Parent or Subsidiary thereof or interfere in
any way with the right of the Company to terminate his employment
at any time.
               (e)    Nontransferability of Options.  During the
lifetime of an Optionee, options held by such Optionee shall be
exercisable only by him. No option shall be transferable other
than by will or by the laws of descent and distribution.


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               (f)    Adjustments for Change in Stock Subject to
Plan and Other Events.  In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, the
Committee shall make such adjustments, if any, as it deems
appropriate in the number and kind of shares subject to the Plan,
in the number and kind of shares covered by outstanding options,
or in the option price per share.

               (g)    Acceleration of Exercisability of Options
Upon Occurrence of Certain Events.  In connection with any merger
or consolidation in which the Company is not the surviving
corporation or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer
for or the acquisition, directly or indirectly, by any person or
group of all or a majority of the then outstanding voting
securities of the Company, all outstanding options under the Plan
shall, at the election of the Committee, become exercisable in
full, notwithstanding any other provision of the Plan or of any
outstanding options granted thereunder, on and after (1) the
fifteenth day prior to the effective date of such merger,
consolidation, sale, transfer or acquisition or (ii) the date of
commencement of such tender offer or exchange offer, as the case
may be. The provisions of the foregoing sentence shall apply to
any outstanding options which are incentive stock options to the
extent permitted by Section 422(d) of the Code and such
outstanding options in excess thereof shall, immediately upon the
occurrence of the event described in clause (i) and (ii) of the
foregoing sentence, be treated for all purposes of the plan as
nonstatutory stock options and shall be immediately exercisable as
such as provided in the foregoing sentence. Notwithstanding the
foregoing, in no event shall any option be exercisable after the
date of termination of the exercise period of such option
specified in Sections 5(b), 5(d) and 6.

               (h)    Registration, Listing and Qualification
Shares of Stock.  Each option shall be subject to the requirement
that if at any time the Board of Directors shall determine that
the registration, listing or qualification of the shares of Common
Stock covered thereby upon any securities exchange or under any
federal or state law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of such option
or the purchase of shares of Common Stock thereunder, no such
option may be exercised unless and until such registration,
listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Board of Directors. The Company may require that any person
exercising an option shall make such representations and
agreements and furnish such information as it deems appropriate to
assure compliance with the foregoing or any other applicable legal
requirement.
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               (i)    Other Terms and Conditions.  The Committee
may impose such other terms and conditions, not inconsistent with
the terms hereof, on the grant or exercise of options, as it deems
advisable.

          6.   Provisions Applicable to Incentive Stock Options.
The Committee may, in its discretion, grant "incentive stock
options" (within the meaning of Section 422 of the Code) under the
Plan to eligible employees, provided, however, that: (a) no such
incentive stock option shall be granted at an option price which
is less than the market value per share of Common Stock on the
date of the grant; (b) no such incentive stock option shall be
issued to any one Optionee if the aggregate fair market value,
determined at the time of the grant of such incentive stock
options, of the shares with respect to which such incentive stock
options are exercisable for the first time by such Optionee during
any calendar year, together with all options under any other
incentive stock option plan of the Company exercisable during such
year, exceeds $100,000; (c) no such incentive stock option shall
be granted to any Optionee who at the time such option is granted
owns more than 10 percent of the total combined voting stock of
the Company unless (i) the option price is not less than 110
percent of the fair market value per share of stock on the date of
the grant, and (ii) the option is not exercisable after five years
from the date such option is granted; (d) Section 5(d) hereof
shall not (except for the definition of "cause" thereunder) apply
to any incentive stock option; and (e) no such incentive stock
option may be exercised after the Optionee has ceased to be in the
employ of the Company or any Parent or Subsidiary, except (i) if
the Optionee's employment is terminated by action of his employer
for reasons other than "cause", or by reason of disability or
retirement under any retirement plan maintained by the Company or
any Parent or Subsidiary thereof, the incentive stock option may
be exercised by the Optionee within 30 days after such
termination, but only as to any shares exercisable on the date the
Optionee's employment so terminates, and (ii) in the event of the
death of the Optionee while employed, the person or persons to
whom his rights are transferred by will or the laws of descent and
distribution shall have a period of one year from the date of the
Optionee's death to exercise any incentive stock options which
were exercisable by the Optionee at the time of his death.

          7.   Withholding Tax.  Upon the exercise of an option
granted pursuant to the Plan, or the disposition by any person of
shares of Common Stock acquired pursuant to the exercise of an
option granted pursuant to the Plan, the Company shall have the
right to require such person to pay the Company the amount of any
taxes which the Company may be required to withhold with respect
to such shares.


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          8.   Amendment and Termination.  Unless the Plan shall
theretofore have been terminated as hereinafter provided, the Plan
shall terminate on, and no option shall be granted thereunder
after March 31, 2003; provided, however, that the Board of
Directors may at any time prior to that date terminate the Plan.
The Board of Directors may at any time amend the Plan; provided,
however, that, except as contemplated in Section 5(f) hereof, the
Board of Directors shall not, without approval by a majority of
the votes cast by the stockholders of the Company at a meeting of
stock-holders at which a proposal to amend the Plan is voted upon:
(i) increase the maximum number of shares of Common Stock for
which options may be granted under the Plan, (ii) change the
formula as to minimum option prices, (iii) extend the period
during which options may be granted or exercised, or (iv) amend
the requirements as to the class of persons eligible to receive
options. No termination or amendment of the Plan may, without the
consent of an Optionee, adversely affect the rights of such
Optionee under any option held by such Optionee.

          9    Other Actions.  Nothing contained in the Plan shall
be construed to limit the authority of the Company to exercise its
corporate rights and powers, including but not by way of
limitation, the right of the Company to grant or assume options
for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or
association.