Exhibit 10.6

                                  MEDAIRE, INC.
            AMENDED AND RESTATED 1998 KEY EMPLOYEE STOCK OPTION PLAN

     1. Purpose of Plan. The Purpose of this Plan is to advance the interest of
MedAire, Inc., a Nevada corporation (hereinafter called the "Company"), and its
shareholders by providing a means whereby employees of the Company may be given
an opportunity to purchase shares of voting common stock (hereinafter called
"Shares") of the Company under options and stock appreciation rights granted
under the Plan, to the end that the company may retain present personnel upon
whose judgment, initiative and efforts the successful conduct of the business of
the Company largely depends, and may attract new personnel. Some of the options
granted under the Plan shall be options that are intended to qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or any successor provision, and are hereinafter
sometimes called "incentive stock options".

     2. Shares Subject to the Plan. The aggregate number of Shares of the
Company for which options may be granted under this Plan shall not exceed in the
aggregate 15% of the issued Shares of the Company as of the Effective Date (as
defined in Section 11 below) and if the number of issued Shares is increased
after the Effective Date, the maximum number of Shares for which options may be
granted under the Plan shall be increased by 15% of such increase; provided,
however, (a) that the maximum number of Shares that may be issued pursuant to
incentive stock options shall be 20 million Shares, and (b) no more than 20
million Shares may be subject to awards that are intended to be
"performance-based compensation" as that term is used for purposes of Code
Section 162(m) granted to any one individual during any calendar-year period
(regardless of when such Shares are deliverable). Such Shares shall be made
available from authorized but unissued or reacquired Share of the Company.
Notwithstanding any other provision of this Plan, for so long as the Company is
admitted to the Official List of Australian Stock Exchange Limited (hereinafter
called the "ASX"), if there is any reorganization of the Company's issued share
capital the rights of the optionee will be changed to the extent necessary to
comply with the applicable Listing Rules of the ASX (and any other rules of the
ASX which are applicable to the Company) in force at the time of the
reorganization. Any Share for which an option is granted hereunder that are
released from such option for any reason other than the exercise of stock
appreciation rights granted hereunder shall become available for other options
to be granted under this Plan. The options will confer on their holders no
rights to participate in new issues of Shares (or other securities of the
Company) without first exercising the options.

     3. Administration of the Plan. This Plan shall be administered under the
supervision of the Board of Directors. Subject to the express provisions of this
Plan, the Board shall have conclusive authority to construe and interpret the
Plan, any stock option agreement entered into thereunder, and any stock
appreciation right granted thereunder and to establish, amend, and rescind rules
and regulations for its administration.

     4. Granting of Options. The Board from time to time shall designate from
among the employees of the Company and contractors that provide services and/or
products to the Company, those individuals or entities to whom stock options to
purchase Shares shall be granted under this Plan, the number of Shares which
shall be subject to each option so granted, and the type of option granted. The
Board shall direct an appropriate officer of the Corporation to execute and
deliver option agreements to grantees reflecting the grant of options. All
actions of the Board under this Paragraph shall be conclusive; provided,
however, the aggregate fair market value (determined at the time the option is



granted) of the stock with respect to which incentive stock options are
exercisable for the first time by any individual during any calendar year (under
this Plan or any other plan of the Company and subsidiary corporations that
provides for the granting of incentive stock options) shall not exceed $100,000.
Any incentive stock option that is granted to any employee who is, at the time
the option is granted, deemed for purposes of Section 422 of the Code, or any
successor provision, to own Shares of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of Shares of the
company or of a parent or subsidiary of the Company, shall have an option price
that is at least 110 percent of the fair market value of the stock and shall not
be exercisable after the expiration of 5 years from the date it is granted.

     5. Granting of Stock Appreciation Rights. The Board shall have the
discretion to grant to optionees, concurrently with the grant of an option,
stock appreciation rights in connection with stock options on such terms and
conditions as it deems appropriate. The Board shall direct an appropriate
officer of the Company to execute and deliver stock appreciation right grants to
optionees reflecting the grant of stock appreciation rights. A stock
appreciation right will allow an optionee to surrender an option or portion
thereof and to receive payment from the Company in an amount equal to the excess
of the aggregate fair market value of the optioned Shares that are surrendered
over the aggregate option price of such Shares. Payment may be made in Shares,
cash or a combination of Shares and cash, as provided in the grant. Shares as to
which any option is so surrendered shall not be available for future options.
The Board may select recipients to whom stock appreciation rights will be
granted and determine the number of stock appreciation right to be granted to
each such recipients.

     6. Option Period. No incentive stock option granted under this Plan may be
exercised alter than ten years from the date of grant.

     7. Option Price. The option price shall be fixed by the Board and set forth
in the Option Agreement, provided that the price in the case of incentive stock
options shall not be less than the per share fair market value of the
outstanding Shares of the Company on the date that the option is granted, as
determined by the Board. The Board may fix such option price and authorize one
or more officers of the Company to compute the price. The option price may be
payable in cash, Company stock, or a combination thereof. The date on which the
Board approves the granting of an option shall be deemed the date on which the
option is granted.

     8. Option Agreement. The Option Agreement in which options rights are
granted shall be in the applicable form (consistent with this Plan) from time to
time approved by the Board and shall be signed on behalf of the Company by the
Chairman of the Board, the President, or any Vice President of the Company other
than the optionee who is a party thereto, and shall be dated as of the date of
the granting of the option, as determined in Paragraph 7 hereof.

     9. Exercise of Stock Appreciation Rights. A stock appreciation right shall
be exercisable at any time prior to its stated expiration date; but only to the
extent the related stock option right may be exercised. No option or stock
appreciation right shall be transferable by the optionee except by will or the
laws of descent and distribution, and the options and stock appreciation rights
may be exercised during the employee's lifetime only by him or his guardian or
legal representative.

     10. Amendments and Termination of the Plan. The Company, by action of its
Board of Directors, and subject to any applicable requirements of the ASX
Listing Rules, reserves the right to



amend, modify or terminate at any time this Plan, or, by action of the Board
with the consent of the optionee, to amend, modify or terminate any outstanding
option agreement or grant of stock appreciation rights, except that the Company
may not, without further shareholder approval, increase the total number of
Shares as to which options may be granted under the Plan (except increases
attributable to the adjustments authorized in Paragraph 2 hereof). Moreover, no
action may be taken by the Company (without the consent of the optionee) that
will impair the validity of any option or stock appreciation right then
outstanding or that will prevent the incentive stock options issued or to be
issued under this Plan form being "incentive stock options" under Section 422 of
the Code, or any successor provision.

     11. Effective Date of Plan. The Plan was effective upon adoption of the
Plan by the Board of Directors of the Company on July 24, 1998. This amended and
restated version of the Plan was adopted and approved by the directors and
shareholders of the Company as of June 29, 2000 (the "Effective Date").

     12. Expiration of Plan. Options may be granted under this Plan at any time
prior to 10 years from adoption by the Board of Directors, on which date the
Plan shall expire but without affecting any options then outstanding.