Exhibit 10.6

                         GEOSYSTEMS GLOBAL CORPORATION
                             1995 STOCK OPTION PLAN
                                AMENDMENT NO. 2

I. Purpose. Reference is made to that certain 1995 Stock Option Plan, as amended
by that certain Amendment No. 1 (collectively the "Plan") of GeoSystems Global
Corporation (the "Company"). To the extent not otherwise defined herein,
capitalized terms shall have the meaning accorded to them in the Plan. The Board
and the stockholders of the Company have determined it to be in the best
interest of the Company to amend certain provisions of the Plan, and in
accordance with applicable law, have adopted resolutions authorizing the
amendments set forth below. To the extent not expressly amended hereby, the Plan
shall remain in full force and effect, in accordance with its terms.

II. Amendment of Plan.

      (a) The number of shares of Stock which may be granted by the Company from
time to time under Article II, Section 2 of the Plan (and all related Sections)
has been increased by 400,000 shares from 1,404,275 shares to a total of
1,804,275 shares.

      (b) The definition of "Key Employee" set forth in the third sentence of
Article I, Section 1 of the Plan has been amended to include the phrase "and
consultants" immediately after the parenthetical clause.

      (c) The second sentence of Article II, Section 4, paragraph (e) of the
Plan has been amended to delete the phrase "involuntary termination due to staff
reduction or other internal reorganization," and has had such deleted

 
phrase replaced by "termination by the Company for any or no reason (other than
for cause as set forth below),". The final sentence of Article II, Section 4,
paragraph (e) of the Plan has been amended to delete the phrase "for any other
reason, including termination" and has had such phrase replaced by "by the
Company".

      (d) A new paragraph (i) shall be inserted in Article II, Section 4
immediately after paragraph (h) as follows: "(i) Upon the termination of any
Optionee's employment with the Company any or no reason by either party, for a
period of ninety (90) days commencing upon the expiration of any applicable
exercise period under Article II, Section 4, paragraph (e) hereof, the Company
shall have an option to purchase all or any of the Stock then registered in the
Optionee's name (or in the name of any transferee or assignee) which the
Optionee received at any time as a result of the exercise of any Option under
the Plan (or otherwise issued in accordance with the Plan) (collectively, the
"Offered Stock"), at Fair Market Value, as defined below, payable in cash within
10 days of the exercise of such option. "Fair Market Value" for the Offered
Stock being purchased by the Company shall be determined by the Company's then
chief financial officer based on such assumptions, discounts and methodologies
as such officer determines in his sole discretion to be reasonable for such
calculation. The Fair Market Value for the Offered Stock determined in
accordance with this paragraph shall constitute the final and exclusive purchase
price of such offered Stock, binding for all purposes upon the Offeree."

 
      (e) The second paragraph of Article IV, Section 8 of the Plan has been
amended to delete the reference to "20%" in the tenth line thereof and has had
such deleted reference replaced by "50%".

III. Effect. The amendments to the Plan set forth in Article II, paragraphs (b)
and (c) of this Amendment shall have retroactive effect to the initial adoption
of the Plan shall remain in effect and at all times thereafter. The amendments
to the Plan set forth in Article II, paragraphs (a), (d) and (e) of this
Amendment shall be effective as of July 18, 1997, and shall remain in effect at
all times thereafter.