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                                                                    EXHIBIT 99.3




                           INFORMATION RESOURCES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                       FOR

                                JOSEPH P. DURRETT


                            EFFECTIVE: APRIL 30, 1999
















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                           INFORMATION RESOURCES, INC.
          SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR JOSEPH P. DURRETT

I.       PURPOSE

         The purpose of the Information Resources, Inc. Supplemental Executive
         Retirement Plan for Joseph P. Durrett is to provide a means whereby the
         Company may afford Joseph P. Durrett with the opportunity for
         additional retirement income and financial security as he renders
         valuable services and provides leadership for the Company.

         The Company hereby declares that its intention is to create an unfunded
         plan primarily for the purpose of providing a select group of
         management or highly compensated employees of the Company with
         supplemental income. The Plan is not intended to qualify under Section
         401(a) of the Code or to be subject to Parts 2, 3, or 4 of Title I of
         ERISA. The Plan is maintained for the purpose of providing supplemental
         retirement benefits for a key executive within the meaning of Section
         301(a)(3) of ERISA.

II.      DEFINITIONS

2.01     "Administrative Committee" and "Committee" mean the Plan Committee
         appointed pursuant to Article VI to manage and administer the Plan.

2.02     "Beneficiary" means the person, persons or trust who under the Plan,
         has been designated by the Participant to be entitled to receive the
         Participant's interest in the event of the Participant's death, or if
         no beneficiary has been designated, the Participant's spouse on the
         date of his death. If there is no surviving spouse of the Participant,
         then the beneficiary shall be the Participant's estate.

2.03     "Board of Directors" means the Board of Directors of Information
         Resources, Inc. or any committee acting within the scope of the Board
         of Directors' authority.

2.04     "Cause" shall have the same meaning as under Section 5.4 of the
         Employment Agreement (as defined in Section 2.08, below).

2.05     "Change of Control" shall have the same meaning as under Section 4.0(b)
         of the Employment Agreement (as defined in Section 2.08, below).

2.06     "Company" means Information Resources, Inc. (also known as "IRI"), and
         its successors and assigns.

2.07     "Disability" shall have the same meaning and shall be determined in the
         same manner as under Section 3.0 of the Employment Agreement (as
         defined in Section 2.08, below).

2.08     "Employment Agreement" means the Employment Agreement effective April
         30, 1999 between Information Resources, Inc. and Joseph P. Durrett.


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2.09     "ERISA" means the Employee Retirement Income Security Act of 1974.

2.10     "Good Reason" shall have the same meaning as under Section 5.2 of the
         Employment Agreement.

2.11     "Participant" means Joseph P. Durrett.

2.12     "Plan" means the Information Resources, Inc. Supplemental Executive
         Retirement Plan for Joseph P. Durrett, as amended from time to time.

2.13     "Plan Benefit" means a lump-sum payment of $1,614,000. The amount of
         the benefit provided under the Plan has been agreed to by the
         Participant and the Company and is intended to be the actuarial
         equivalent of a $150,000 annual benefit payable over eighteen (18)
         years using a discount interest rate of seven percent (7%). If Section
         4.04 applies, the Plan Benefit will be the actuarial equivalent present
         value of $1,614,000, at a discount interest rate of seven percent (7%),
         as of the Participant's date of employment termination.

2.14     "Plan Effective Date" means April 30, 1999.

2.15     "Retirement Date" means the date that is the later to occur of (i) the
         date Participant attains age 63 or (ii) the date of termination of
         Participant's employment with the Company.

2.16     Supplemental Executive Retirement Plan Trust" and "Trust" mean the
         Information Resources, Inc. Supplemental Executive Retirement Plan
         Trust, an irrevocable grantor trust or trusts established by the
         Company in accordance with Section 8.10 with an independent trustee for
         the benefit of person(s) entitled to receive payments under this Plan.

2.17     "Termination Date" shall mean (i) in the case of the Participant's
         death, his date of death; (ii) if the Participant's employment is
         terminated for Disability, the termination date specified in a written
         notice delivered by the terminating party to the other party in
         accordance with Section 5.6 of the Employment Agreement; (iii) if the
         Participant terminates his employment other than for Good Reason, the
         termination date specified in the No Cause Notice delivered in
         accordance with Section 5.1 of the Employment Agreement or such other
         date designated by the Company in the event that it waives the
         Participant's notice requirement; (iv) if the Executive's employment is
         terminated for any other reason, the date specified in the notice of
         termination (which, in the case of a termination for Cause shall not be
         less than thirty (30) days from the date such notice of termination is
         given in accordance with Section 5.4 of the Employment Agreement, and,
         in the case of termination for Good Reason, shall not be later than
         sixty (60) days from the date specified in the Good Reason Notice in
         accordance with Section 5.2 of the Employment Agreement).


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2.18     "Years of Service" means the number of full twelve (12) month periods
         the Participant is employed by the Company. For purposes of this Plan,
         the Participant shall have seven (7) Years of Service on April 30,
         2006.

III.     ELIGIBILITY; VESTING

3.01     Eligibility to Participate. Participation in the Plan shall be limited
         to Joseph P. Durrett.

3.02     Vesting. Except as otherwise provided in Sections 4.02, 4.03, and 4.04,
         below, the Participant shall be vested in the Plan Benefit upon the
         completion of seven (7) Years of Service with the Company. In
         accordance with Section 4.10 of the Plan, if Participant's Termination
         Date occurs for reasons of Cause, or as a result of a breach of any
         obligation under Articles VI, VII, or VIII of his Employment Agreement,
         the Participant's Plan Benefit shall be permanently forfeited and no
         amount will be payable to the Participant or his Beneficiary. In no
         event shall the Plan Benefit be paid either in whole or in part while
         Participant continues in the employment of the Company.

IV.      DISTRIBUTIONS

4.01     Distribution on Retirement Date. If, at any time after the Participant
         has completed seven (7) Years of Service with the Company prior to
         terminating employment with the Company without Cause, or voluntarily
         terminating employment with the Company with or without Good Reason,
         then, upon the attainment of his Retirement Date, he shall be entitled
         to receive the Plan Benefit. In no event shall the Plan Benefit be
         paid, either in whole or in part, while Participant is an employee of
         the Company.

4.02     Distribution on Disability. If the Participant incurs a Disability at
         any time after completing seven (7) Years of Service with the Company,
         resulting in the termination of his employment and/or Employment
         Agreement, then the Participant will be entitled to receive the benefit
         provided under Section 2.13 in a lump-sum, which sum shall be payable
         within 90 days of the termination of Participant's employment with the
         Company, whether or not Participant attained age 63 as of his
         Termination Date. If, at any time before Participant has completed
         seven (7) Years of Service with the Company, Participant sustains a
         Disability resulting in the termination of his employment, then
         Participant shall be entitled to receive a lump sum payment of the
         actuarially equivalent present value of the benefit provided under
         Section 2.13 (determined at a discount interest rate and based on
         actuarial assumptions of an independent benefits consultant which is
         reasonably acceptable to Participant and the Company), which sum shall
         be payable within 90 days of the termination of Participant's
         employment with the Company, whether or not Participant attained age 63
         as of his Termination Date.

4.03     Distribution on Death. If the Participant dies after completing seven
         (7) Years of Service with the Company, the Participant's Beneficiary
         will be entitled to receive the benefit provided under Section 2.13 in
         a lump-sum, which sum shall be payable within 90 days of the
         Participant's date of death, whether or not



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         Participant had attained age 63 as of the date of his death. If, at any
         time before Participant has completed seven (7) Years of Service with
         the Company, Participant dies, then Participant's Beneficiary shall be
         entitled to receive a lump sum payment of the actuarially equivalent
         present value of the benefit provided under Section 2.13 (determined at
         a discount interest rate and based on actuarial assumptions of an
         independent benefits consultant which is reasonably acceptable to
         Participant and the Company), which sum shall be payable within 90 days
         of the Participant's date of death, whether or not Participant had
         attained age 63 as of the date of his death.

4.04     Change of Control. Upon the Participant's termination of employment
         following a Change of Control (other than a termination for Cause),
         unless the Participant has breached, prior to such termination, any of
         his obligations under Articles VI, VII, or VIII of the Employment
         Agreement, the Participant shall be entitled to receive a lump sum
         payment of the actuarially equivalent present value of the benefit
         provided under Section 2.13. The present value of the benefit shall be
         determined using actuarial assumptions determined by an independent
         benefits consultant who is reasonably acceptable to the Participant and
         the Company. The benefit payable pursuant to this Section 4.04 shall be
         paid to the Participant as soon as practicable after his termination
         regardless of whether the Participant has attained age 63 or completed
         seven (7) Years of Service with the Company as of his termination date.

4.05     Withholding; Taxes. To the extent required by the law in effect at the
         time payment is made, the Company shall withhold any taxes required to
         be withheld by the federal, state or local government. Payments made
         following the death of the Participant may be subject to other
         appropriate documents, including tax waivers.

4.06     Recipients of Payment: Designation of Beneficiary. Any payment to be
         made by the Company under the Plan shall be made to the Participant
         during his lifetime. If the Participant dies and the Plan Benefit is
         payable to the Participant's Beneficiary under Section 4.03, such
         benefit shall be made by the Company to the Beneficiary determined in
         accordance with this Section 4.06. The Participant may designate a
         Beneficiary by filing a written notice of such designation with the
         Committee in such form as the Committee requires and may include
         contingent Beneficiaries. The Participant may from time to time change
         the designated Beneficiary or Beneficiaries by filing a new designation
         in writing with the Committee. If community property law applies, the
         Participant shall obtain the written consent of his spouse before
         filing a written notice of the designation of a non-spouse Beneficiary.
         Such written spousal consent shall accompany the written notice when
         such notice of designation is filed with the Committee. A change in
         beneficiary designation shall be deemed to be effective upon its
         receipt by the Committee.

4.07     Distributions in Cash. All benefit payments due pursuant to this Plan
         shall be paid in United States Dollars.

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4.08     Forfeiture. Participant shall forfeit the Plan Benefit in its entirety
         and shall not be entitled to receive payment of the Plan Benefit, or
         any portion thereof, if (i) the Participant has not completed seven (7)
         Years of Service with the Company (except in the event of the
         Participant's Disability or death, or the Participant's termination of
         employment following a Change of Control, as set forth in Sections
         4.02, 4.03 and 4.04, respectively), or (ii) at any time, whether before
         or after Participant has completed seven (7) Years of Service with the
         Company, the Company terminates his employment for Cause or Participant
         breaches, during the period of his employment, any of his obligations
         under Articles VI, VII, or VIII of his Employment Agreement.

V.       CLAIM FOR BENEFITS PROCEDURE

5.01     Claim for Benefits. Any claim for benefits under the Plan shall be made
         in writing to the Committee. If such claim for benefits is wholly or
         partially denied by the Committee, the Committee shall, within a
         reasonable period of time, but not later than ninety (90) days after
         receipt of the claim, notify the claimant of the denial of the claim.
         Such notice of denial shall be in writing and shall contain:

         a)  The specific reason or reasons for the denial of the claim;

         b)  A reference to the relevant Plan provisions upon which the denial
             is based;

         c)  A description of any additional material or information necessary
             for the claimant to perfect the claim, together with an explanation
             of why such material or information is necessary; and

         d)  An explanation of the Plan's claim review procedure.

5.02     Request for Review of a Denial of a Claim for Benefits. Upon the
         receipt by the claimant of written notice of the denial of a claim, the
         claimant may file a written request within ninety (90) days to the
         Committee requesting a review of the denial of the claim, which review
         shall include a hearing if deemed necessary by the Committee. In
         connection with the claimant's appeal of the denial of his or her
         claim, he or she may review relevant documents and may submit issues
         and comments in writing. To provide for fair review and a full record,
         the claimant must submit in writing all facts, reasons and arguments in
         support of his or her position within the time allowed for filing a
         written request for review. All issues and matters not raised for
         review will be deemed waived by the claimant.

5.03     Decision Upon Review of a Denial of a Claim for Benefits. The Committee
         shall render a decision on the claim review promptly, but no more than
         sixty (60) days after the receipt of the claimant's request for review,
         unless special circumstances (such as the need to hold a hearing)
         require an extension of time, in which case, the sixty (60) day period
         shall be extended to one hundred-twenty (120) days. Such decision
         shall:


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         a)  Include specific reasons for the decision;

         b)  Be written in a manner calculated to be understood by the claimant;
             and

         c)  Contain specific references to the relevant Plan provisions upon
             which the decision is based.

         The decision of the Committee shall be final and binding in all
         respects on the Company, the claimant and any other person claiming an
         interest in the Plan through or on behalf of the claimant. No
         litigation may be commenced by or on behalf of a claimant with respect
         to this Plan until after the claim and review process described in this
         Article V has been exhausted. Judicial review of Committee action shall
         be limited to whether the Committee acted in an arbitrary and
         capricious manner.

VI.      ADMINISTRATION

6.01     Plan Administrative Committee. The Plan shall be administered by the
         Administrative Committee. The Administrative Committee may assign
         duties to an officer or other employees of the Company, and may
         delegate such duties as it sees fit. A member of the Administrative
         Committee who is a Participant or Beneficiary shall not be involved in
         the decisions of the Administrative Committee regarding any
         determination of any specific claim for benefit with respect to himself
         or herself.

6.02     General Rights, Powers and Duties of Administrative Committee. The
         Administrative Committee shall be responsible for the management,
         operation and administration of the Plan. In addition to any powers,
         rights and duties set forth elsewhere in the Plan, it shall have
         complete discretion to exercise the following powers and duties:

         a)  To adopt such rules and regulations consistent with the provisions
             of the Plan as it deems necessary for the proper and efficient
             administration of the Plan;

         b)  To administer the Plan in accordance with its terms and any rules
             and regulations it establishes;

         c)  To maintain records concerning the Plan sufficient to prepare
             reports, returns, and other information required by the Plan or by
             law;

         d)  To construe and interpret the Plan, and to resolve all questions
             arising under the Plan with binding effect;

         e)  To direct the Company to pay benefits under the Plan, and to give
             such other directions and instructions as may be necessary for the
             proper administration of the Plan;


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         f)  To employ or retain agents, attorneys, actuaries, accountants or
             other persons, who may also be a Participant or Beneficiary in the
             Plan or be employed by or represent the Company, as it deems
             necessary for the effective exercise of its duties, and may
             delegate to such persons any power and duties, both ministerial and
             discretionary, as it may deem necessary and appropriate, and the
             Committee shall be responsible for the prudent monitoring of their
             performance; and

         g)  To be responsible for the preparation, filing, and disclosure on
             behalf of the Plan of such documents and reports as are required by
             any applicable federal or state law.

6.03     Information to be Furnished to Committee. The records of the Company
         shall be the determinative source for any relevant information
         regarding the Participant's employment with the Company including, but
         not limited to, the Participant's Retirement Date, Disability, Years of
         Service, compensation, and personal data. The Participant and his
         Beneficiary shall furnish to the Committee such evidence, data or
         information, and execute such documents as the Committee requests.

6.04     Indemnification. No member of the Administrative Committee shall be
         liable to any person for any action taken or omitted in connection with
         the administration of this Plan unless attributable to his or her own
         fraud or willful misconduct (or that of the Committee in which he or
         she participated); nor shall the Company be liable to any person for
         any such action unless attributable to fraud or willful misconduct on
         the part of a director, officer or employee of the Company. This
         indemnification shall not duplicate, but may supplement, any coverage
         available under any applicable insurance coverage.

VII.     AMENDMENT AND TERMINATION

7.01     Amendment/Termination. This Plan may not be amended or terminated
         unless agreed to in writing by both the Company and the Participant.

VIII.    MISCELLANEOUS

8.01     Separation of Plan: No Implied Rights. Neither the establishment of the
         Plan nor any amendment thereof shall be construed as giving the
         Participant, his Beneficiary, or any other person any legal or
         equitable right unless such right shall be specifically provided for in
         the Plan or conferred by specific action of the Company in accordance
         with the terms and provisions of the Plan. Except as expressly provided
         in this Plan, the Company shall not be required or be liable to make
         any payment under this Plan.

8.02     No Right to Company Assets. Neither the Participant nor any other
         person shall acquire by reason of the Plan any right in or title to any
         assets, funds or property of the Company whatsoever, including, without
         limiting the generality of the foregoing, any specific funds, assets or
         other property which the Company, in its sole discretion, may set aside
         in anticipation of a liability hereunder. Any benefits



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         which become payable hereunder shall be paid from the general assets of
         the Company. The Participant (or his Beneficiary in the event of his
         death) is solely a general creditor of the Company and has only a
         contractual right to the amounts, if any, payable hereunder, unsecured
         by any asset of the Company. Nothing contained in the Plan constitutes
         a guarantee by the Company that the assets of the Company shall be
         sufficient to pay any benefits to any person.

8.03     No Employment Rights. Nothing herein shall constitute a contract of
         employment or of continuing service or in any manner obligate the
         Company to continue the services of the Participant, or obligate the
         Participant to continue in the service of the Company, or as a
         limitation of the right of the Company to discharge any of its
         employees, with or without cause.

8.04     Offset. If, at the time payment is to be made hereunder, the
         Participant or his Beneficiary is indebted or obligated to the Company,
         then the payment remaining to be made to the Participant or his
         Beneficiary may, at the discretion of the Company, be reduced by the
         amount of such indebtedness or obligation. However, an election by the
         Company not to reduce any such payment shall not constitute a waiver of
         its claim, or prohibit or otherwise impair the Company's right to
         offset future payment for such indebtedness or obligation.

8.05     Protective Provisions. In order to facilitate the payment of benefits
         hereunder, the Participant shall cooperate with the Company by
         furnishing any and all information requested by the Company, including
         taking such physical examinations as the Company may deem necessary,
         and taking such other actions as may be requested by the Company.

8.06     Non-assignability. Neither the Participant nor any other person shall
         have any voluntary or involuntary right to commute, sell, assign,
         pledge, anticipate, mortgage or otherwise encumber, transfer,
         hypothecate, or convey in advance of actual receipt the amounts, if
         any, payable hereunder, or any part thereof, which are expressly
         declared to be unassignable and non-transferable. No part of the
         benefit payable shall be, prior to actual payment, subject to seizure
         or sequestration for the payment of any debts, judgments, alimony or
         separate maintenance owed by the Participant or any other person, or be
         transferable by operation of law in the event of the Participant's or
         any other person's bankruptcy or insolvency.

8.07     Gender and Number. Wherever appropriate herein, the masculine may mean
         feminine and the singular may mean the plural, or vice versa.

8.08     Notice. Any notice required or permitted to be given under the Plan
         shall be sufficient if in writing and hand delivered, or sent by
         registered or certified mail, and if given to the Company, delivered to
         the principal office of the Company, directed to the attention of the
         Administrative Committee. Such notice shall be deemed given as of the
         date of delivery, or, if delivery is made by mail, as of the date shown
         on the postmark or the receipt for registration or certification.


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8.09     Governing Laws. The Plan shall be construed and administered solely by
         rules of Federal law applicable to unfunded deferred compensation plans
         provided to a select group of management or highly compensated
         employees within the meaning of the applicable provisions of ERISA.

8.10     Supplemental Executive Retirement Plan Trust. The Company may, but
         shall be under no obligation to, establish a Trust with (an)
         independent trustee(s), and shall comply with the terms of the Trust.
         The Company may transfer to the trustee(s) an amount of cash,
         marketable securities, or other property acceptable to the trustee(s)
         ("Trust Property") equal in value to all or a portion of the amount
         necessary, calculated in accordance with the terms of the Trust, to pay
         the Company's obligations under the Plan (the "Funding Amount"), and
         may make additional transfers to the trustee(s) as may be necessary in
         order to maintain the Funding Amount. Trust Property so transferred
         shall be held, managed, and disbursed by the trustee(s) in accordance
         with the terms of the Trust. To the extent that Trust Property shall be
         used to pay the Company's obligations under the Plan, such payments
         shall discharge obligations of the Company; however, the Company shall
         continue to be liable for amounts not paid by the Trust. Trust Property
         will nevertheless be subject to claims of the Company's creditors in
         the event of bankruptcy or insolvency of the Company, and the
         Participant's rights under the Plan and Trust shall at all times be
         subject to the provisions of Section 8.02.

8.11     Incapacity of Recipient. If the Participant or Beneficiary is deemed by
         the Committee to be incapable of personally receiving and giving valid
         receipt of the payment of the Plan Benefit, then, unless and until
         claim therefore shall have been made by a duly appointed guardian or
         other legal representative of such person, the Company may provide for
         such payment or any part thereof to be made to any other person or
         institution then contributing toward or providing for the care and
         maintenance of such person. Any such payment shall be a payment for the
         account of such person and a complete discharge of any liability of the
         Company and the Plan therefore.

8.12     Unclaimed Benefit. The Participant shall keep the Committee informed of
         his current address and the current address of his Beneficiary. The
         Committee shall not be obligated to search for the whereabouts of any
         person. If the location of a Participant is not made known to the
         Committee within three (3) years after the date on which payment of the
         Participant's Plan Benefit may first be made, payment may be made as
         though the Participant had died at the end of the three-year period.
         If, within one additional year after such three-year period has
         elapsed, or, within three years after the actual death of the
         Participant, the Committee is unable to locate the Beneficiary of the
         Participant, then the Company shall have no further obligation to pay
         any benefit hereunder to such Participant or Beneficiary or any other
         person and such benefit shall be irrevocably forfeited.


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IN WITNESS WHEREOF, the Company has adopted the Information Resources, Inc.
Supplemental Executive Retirement Plan for Joseph P. Durrett effective as of
April 30, 1999.

INFORMATION RESOURCES, INC.


By:
   ---------------------------------

Its:
    --------------------------------



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