EXHIBIT 10.6

                             AMENDMENT NUMBER THREE
                                     TO THE
                   1994 AMENDED AND RESTATED STOCK OPTION PLAN
                                       OF
                           @TRACK COMMUNICATIONS, INC.


         WHEREAS, @Track Communications, Inc. (the "Company") has heretofore
adopted the 1994 Amended and Restated Stock Option Plan (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan in certain respects as
hereinafter provided.

         NOW, THEREFORE, BE IT RESOLVED that the Company does hereby amend the
Plan as follows:

         1. Subparagraph (b) of Section 3.2 of the Plan, as amended, shall be
amended by deleting said subparagraph in its entirety and substituting the
following so that, as amended, it will now read in its entirety as follows:

                  "(b) The aggregate number of shares of Common Stock which may
         be issued upon the exercise of Options granted under the Plan shall not
         exceed 7,208,000 shares, all or any part of which may be issued
         pursuant to Options; provided, however, that the maximum number of
         shares of Common Stock which may be issued to an Optionee under the
         Plan shall not exceed 1,000,000 shares (as may be adjusted pursuant to
         Section 9.3 of the Plan). Shares of Common Stock issued upon the
         exercise of Options granted under the Plan may consist of either
         authorized but unissued shares or shares which have been issued and
         which shall have been heretofore or shall be hereafter reacquired by
         the Company. The total number of shares authorized under the Plan shall
         be subject to increase or decrease in order to give effect to the
         provisions of Section 9.3 hereof and to give effect to any amendment
         adopted pursuant to Article VIII of the Plan. If any Option granted
         under the Plan shall expire, terminate or be cancelled for any reason
         without having been exercised in full, the number of shares as to which
         such Option was not exercised shall again be available for purposes of
         the Plan. The Company shall at all times while the Plan is in effect
         reserve such number of shares of Common Stock as will be sufficient to
         satisfy the requirements of the Plan."

         IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan
to be executed in its name and on its behalf as of the 22nd day of May, 2002.

                       @TRACK COMMUNICATIONS, INC.


                       By: /s/ J. Raymond Bilbao
                          ----------------------

                       Title: Senior Vice President, General Counsel & Secretary
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