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                                                                  EXHIBIT (A)(3)





                            EMERGE INTERACTIVE, INC.
                    WITHDRAWAL OF EXCHANGE OF STOCK OPTIONS



Name of Optionee:
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Social Security Number (last 4 digits):
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         Upon the terms and subject to the conditions set forth in the Offer to
Exchange Options to Purchase Common Stock Under Eligible Option Plans dated June
29, 2001 and my Election Concerning Exchange of Stock Options (together, the
"offer"), I elected to cancel all of my options to purchase common stock of
eMerge Interactive, Inc. ("eMerge") that were granted to me on or after January
26, 2001 under the Amended and Restated eMerge Interactive, Inc. 1999 Equity
Compensation Plan (the "1999 plan") and I may have elected to cancel any or all
options that were granted to me under the Amended and Restated eMerge
Interactive, Inc. 1996 Equity Compensation Plan or the 1999 plan before January
26, 2001 (together, the "elected options").

         Pursuant to the terms and subject to the conditions of the offer, I
understand that I can withdraw my elected options prior to 12:00 midnight on
July 27, 2001, unless eMerge has extended the period of time the offer will
remain open (the "expiration date"). However, if eMerge has not extended the
period during which the offer is open and for any reason has not accepted my
elected options for exchange before 12:00 midnight on August 24, 2001, I
understand that I may withdraw my elected options at any time after August 24,
2001. Accordingly, under the terms and subject to the conditions set forth in
the offer and this withdrawal letter, I hereby withdraw the cancellation of my
elected options.

         I understand and acknowledge that:

         (1)      I may not rescind my withdrawal and the elected options that I
hereby withdraw will be deemed not properly tendered for purposes of the offer
unless I re-tender those options prior to the expiration date by following the
procedures described in Section 3 of the Offer to Exchange Options to Purchase
Common Stock Under Eligible Option Plans.

         (2)      I must withdraw all of my elected options; I may not withdraw
only a portion of my elected options. Upon withdrawal of my elected options, I
understand that all of the options will remain outstanding pursuant to their
original terms and conditions, including their exercise prices and vesting
schedules.

         (3)         Neither eMerge nor any other person is obligated to give
notice of any defects or irregularities in any withdrawal letter, nor will
anyone incur any liability for failure to give such notice. eMerge will
determine, in its discretion, all questions as to the form and validity,
including time of receipt, of the withdrawal letter. eMerge's determination of
these matters will be final and binding.


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         (4)      All authority conferred or agreed to be conferred by this
withdrawal letter will not be affected by, and will survive, my death or
incapacity, and all of my obligations under this withdrawal letter will be
binding upon my heirs, personal representatives, successors and assigns. As
stated above, this withdrawal may not be rescinded.

         (5)      I agree to all of the terms and conditions of the offer and
this withdrawal letter.

         This withdrawal letter must be completed and signed in the same name
that appears on the Election Concerning Exchange of Stock Options previously
submitted by the eligible employee who tendered the elected options. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or another person acting in a fiduciary or
representative capacity, the signer's full title must be specified and proper
evidence of the authority of such persons to act in such capacity must be
submitted with this letter.

         Important: To withdraw the cancellation of elected options, complete
this withdrawal letter, sign it, and fax it to (561) 581-7130 or deliver it to
Gina DeLoach, eMerge Interactive, Inc. 10305 102nd Terrace, Sebastian, FL 32958
as soon as possible, but in any event before 12:00 midnight on July 27, 2001. A
properly signed paper copy of the signature page of this letter must be hand
delivered or delivered by regular external mail or facsimile. Delivery by e-mail
will not be accepted. The method by which the signed signature page is delivered
is at the employee's option and risk, and the delivery will be deemed made only
when actually received by eMerge. If the signature page of this withdrawal
letter is delivered by regular external mail, eMerge recommends that registered
mail with return receipt requested be used. In all cases, sufficient time should
be allowed to ensure timely delivery.


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                                   Signature of Optionee or Authorized Signatory


                                   Capacity:
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