<PAGE>

                                                                    EXHIBIT 10.6

                         TRANSCORE DEFERRED OPTION PLAN

         1.       Purpose of the Plan. This plan shall be known as the TransCore
                  Deferred Option Plan. The purpose of the Plan is to attract,
                  retain and motivate the highest quality employees for
                  positions of substantial responsibility and to provide
                  additional incentives to those employees so as to promote the
                  success of the Company.

         2.       Definitions. As used herein, the following definitions shall
                  apply:

                  (a) "Administrator" shall mean the Board, or the person or
                      persons appointed by Board to serve under paragraph 15,
                      below.

                  (b) "Award Date" shall mean the effective date of the
                      Participant's Option Agreement.

                  (c) "Board" shall mean the Board of Directors of the Company.

                  (d) "Code" shall mean the Internal Revenue Code of 1986, as
                      amended.

                  (f) "Company" shall mean TransCore.

                  (g) "Employee" shall mean any employee of the Company or its
                      subsidiaries.

                  (h) "Option" shall mean an option granted pursuant to this
                      Plan to purchase one or more Shares.

                  (i) "Option Agreement" means a written agreement evidencing
                      the award of an Option under the Plan.

                  (j) "Participant" shall mean any Employee who receives an
                      Option under the Plan, as evidenced by an Option Agreement
                      entered into between such Employee and the Company.

                  (k) "Plan" shall mean the TransCore Deferred Option Plan, as
                      amended from time to time.

                  (l) "Shares" shall mean the shares of mutual funds, shares of
                      common or preferred stock of a corporation listed or
                      reported on a national securities exchange or quotation
                      system, or shares of a regulated investment company, as
                      designated and amended by the Board and referenced in
                      Appendix A. Shares may also include common or preferred
                      stock or preferred stock with

<PAGE>

                      warrants of the Company. In no way, however, may Shares
                      include units of any money market funds or other cash
                      equivalents. Shares subject to purchase pursuant to any
                      Option shall also include any earnings on such shares
                      subsequent to the Award Date.

                  (m) "Termination of Employment" shall mean the date on which
                      the employee ceases to perform services for the Company.

         3.       Term of Plan. The Plan shall become effective on the date it
                  is adopted by the Board and shall continue in effect until
                  terminated pursuant to paragraph 13.

         4.       Shares Subject to the Option. The aggregate number and type of
                  Shares subject to Options as approved by the Board will be
                  fully described in each Option Agreement.

         5.       Eligibility. Select Employees of the Company who meet the
                  participation guidelines as established by the Board are
                  eligible to receive Options under the Plan. Any criteria for
                  performance awards may be adopted in conjunction with this
                  Plan as long as such criteria meets the needs of the business
                  and is aligned with the strategic goals and objectives of the
                  business.

         6.       Grant of Options. The Board shall determine the number of
                  Shares to be offered from time to time and grant Options under
                  the Plan. The grant of Options shall be evidenced by written
                  Option Agreements containing such terms and provisions as
                  approved by the Board.

         7.       Time of Grant of Options. The date of Grant of an Option under
                  the Plan shall, for all purposes, be the date on which the
                  Board awards the Option, as evidenced by the execution of an
                  Option Agreement.

         8.       Option Price. The Option Price for each Share shall be
                  expressed in each Option Agreement, provided, however, the
                  Option Price shall be no lower than twenty-five percent (25%)
                  of the fair market value of a Share on the date of grant of
                  the Option. "Fair Market Value" means the value of a share of
                  Stock, determined as follows: if on the Grant Date or other
                  determination date the Stock is listed on an established
                  national or regional stock exchange, is admitted to quotation
                  on the NASDAQ National Market, or is publicly traded on an
                  established securities market, the Fair Market Value of a
                  share of Stock shall be the closing price of the Stock on such
                  exchange or in such market (the highest such closing price if
                  there is more than one such exchange or market) on the Grant
                  Date or such other determination date (or if there is no such
                  reported closing price, the Fair Market Value shall be the
                  mean between the highest bid and lowest asked prices or
                  between the high and low sale prices on such trading day) or,
                  if no sale of Stock is reported for such trading day, on the
                  next preceding day on which any sale shall

TransCore Deferred Option Plan

Page 2 of 8

<PAGE>

                  have been reported. If the Stock is not listed on such an
                  exchange, quoted on such system or traded on such a market,
                  Fair Market Value shall mean the Fair Market Value of the
                  Stock [a] as determined by the Board to be equal to the share
                  price realized from the most recent private placement of
                  shares that are subject to an option grant hereunder, or [b]
                  as determined at least annually by a nationally recognized
                  appraiser or an appraiser with expertise in the industry in
                  which the Company operates (the "Appraiser"), who shall be
                  selected by the Board. The Board may require that the
                  Appraiser update its determination of the Fair Market Value in
                  the event the Board determines in good faith that the Fair
                  Market Value has changed materially since the then most recent
                  private placement or appraisal was concluded. The Company
                  shall be responsible for the fees and expenses incurred with
                  respect to any update to the most recent appraisal.

         9.       Exercise. Except as otherwise provided in an Option Agreement,
                  all Options granted under the Plan will be vested at grant and
                  therefore may be exercisable immediately, unless stated
                  otherwise by the Board.

                  The Option may be exercised in full or in part within twenty
                  years from the date on which options are granted, or such
                  shorter period as may be specified by the Board in the Option
                  Agreement.

                  Reinvested dividends shall be attributed proportionally to the
                  property subject to the Option awards and will be deemed
                  exercised when the underlying award is exercised. For example,
                  if an original grant of an Option to purchase 500 shares
                  generated 100 shares from reinvested dividends, an exercise of
                  one-fourth of the originally granted options will result in
                  the purchase of 150 shares in order to proportionally include
                  the resulting reinvested dividends.

                  The Participant shall have the right to receive in-kind
                  distributions upon exercise as the ordinary means of
                  distribution. Other means of distribution such as cash may be
                  authorized by the Board on a case-by-case basis.

                  In addition, all Options granted under the Plan may only be
                  exercised subject to any other terms specified in the Option
                  Agreement and if such terms conflict with the terms of this
                  Plan, the terms of the Option Agreement control.

         10.      Limitations on Option Disposition. Any Option granted under
                  the Plan and the rights and privileges conferred therewith
                  shall not be sold, transferred, encumbered, hypothecated or
                  otherwise alienated by the Participant other than by gift or
                  will or the laws of descent and distribution. Options shall
                  not be subject to, in whole or in part, the debts, contracts,
                  liabilities, or torts of the Participant, nor shall they be
                  subject to garnishment, attachment, execution, levy or other
                  legal or equitable process.

TransCore Deferred Option Plan

Page 3 of 8

<PAGE>

         11.      Limitations on Option Exercise and Distribution. In the event
                  that the listing, registration or qualification of an Option
                  or Shares on any securities exchange or under any state or
                  federal law, or the consent of approval of any governmental
                  regulatory body, or the availability of any exemption
                  therefrom, is necessary as a condition of, or in connection
                  with, the exercise of an Option, then the Option shall not be
                  exercised in whole or in part until such listing,
                  registration, qualification, consent or approval has been
                  effected or obtained. Notwithstanding any provision of the
                  Plan to the contrary, the Company shall have no obligation or
                  liability to deliver any Shares under the Plan unless such
                  delivery would comply with all applicable laws and all
                  applicable requirements of any securities exchange or similar
                  entity

         12.      Withholding of Taxes. The Board may make such provisions and
                  take such steps as it may deem necessary or appropriate for
                  the withholding of any taxes which the Company is required by
                  any law or regulation of any governmental authority, whether
                  federal, state or local, domestic or foreign, to withhold in
                  connection with any Option issued under the Plan including,
                  but not limited to, the withholding of the issuance of all or
                  any portion of such Shares until the Participant reimburses
                  the Company for the amount the Company is required to withhold
                  with respect to such taxes, canceling any portion of such
                  issuance in an amount sufficient to reimburse itself for the
                  amount it is required to so withhold, or taking any other
                  action reasonably required to satisfy the Company's
                  withholding obligation.

         13.      Modification of Option or Plan. The Board may, at any time and
                  from time to time, amend, suspend or terminate the Plan as to
                  any shares of Stock as to which Grants have not been made.
                  Except as permitted under this Section 16 hereof, no
                  amendment, suspension or termination of the Plan shall,
                  without the consent of the Grantee, alter or impair rights or
                  obligations under any Grant awarded under the Plan.

         14.      Substitution of Option. If a Participant has been granted an
                  Option to purchase Shares under an Option Agreement, then
                  except as limited by the terms of the Option Agreement or
                  Plan, the Participant may direct that the Option be converted
                  into an Option to purchase other Shares as permitted by the
                  Option Agreement with written consent of the Board. Such
                  substitution shall only be allowed to the extent that,
                  immediately following the substitution, the difference between
                  the fair market value of the Shares subject to the substituted
                  Option and the exercise price of the substituted Option is no
                  greater than the difference which existed immediately prior to
                  the substitution between the fair market value of the Shares
                  subject to the original Option and the exercise price of the
                  original Option. In no event shall a participant be permitted
                  to make substitutions more often than annually.

TransCore Deferred Option Plan

Page 4 of 8

<PAGE>

         15.      Administration of the Plan. The Board, in its sole discretion,
                  is authorized to select the Employees who will receive Options
                  and to determine the number of Options and the number of
                  Shares under each Option. The Board, or the person or persons
                  appointed by the Board to serve as Administrator, shall be the
                  Administrator of the Plan. The Administrator, in its sole
                  discretion, is authorized to interpret the Plan, to prescribe,
                  amend and rescind rules and regulations relating to the Plan
                  and to the Options granted under the Plan, to determine the
                  form and content of Options to be issued under the Plan, and
                  to make such other determinations and exercise such other
                  power and authority as may be necessary or advisable for the
                  administration of the Plan. No fee or compensation shall be
                  paid to any person for services as the Administrator. The
                  Administrator in its sole discretion may delegate and pay
                  compensation for services rendered relating to the ministerial
                  duties of plan administration including, but not limited to,
                  selection of investments available under the Plan. Any
                  determination made by the Administrator pursuant to the powers
                  set forth herein are final, binding and conclusive upon each
                  Participant and upon any other person affected by such
                  decision, subject to the claims procedure hereinafter set
                  forth. The Administrator shall decide any question which may
                  arise regarding the rights of employees, Participants and
                  beneficiaries, and the amounts of their respective interests,
                  adopt such rules and to exercise such powers as the
                  Administrator may deem necessary for the administration of the
                  Plan, and exercise any other rights, powers or privileges
                  granted to the Administrator by the terms of the Plan. The
                  Administrator shall maintain full and complete records of its
                  decisions. Its records shall contain all relevant data
                  pertaining to the Participant and his rights and duties under
                  the Plan. The Administrator shall have the duty to maintain
                  Account records or all Participants. The Administrator shall
                  cause the principal provisions of the Plan to be communicated
                  to the Participants and a copy of the Plan and other documents
                  shall be available at the principal office of the Company for
                  inspection by Participants at reasonable times determined by
                  the Administrator.

         16.      Continued Employment Not Presumed. Nothing in the Plan or any
                  document describing it nor the grant of an Option via an
                  Option Agreement shall give any Participant the right to
                  continue in employment with the Company or affect the right of
                  the Company to terminate the employment of any such person
                  with or without cause.

         17.      Governing Law. The Plan shall be governed by and construed in
                  accordance with the laws of Pennsylvania.

         18.      Severability of Provisions. Should any provision of the Plan
                  be determined to be invalid, illegal or unenforceable, such
                  invalidity, illegality or unenforceability shall not affect
                  the remaining provisions of the Plan, but shall be fully
                  severable, and the Plan shall be construed and enforced as if
                  such provision had never been inserted herein.

TransCore Deferred Option Plan

Page 5 of 8

<PAGE>

         19.      Hedge of Liability Created by the Option Plan. At the sole
                  discretion of the Board, the liability created by the exercise
                  of the Options issued pursuant to the Option Plan may be
                  offset by the Company entering into a hedging transaction. The
                  hedging transaction may consist of the Company purchasing all
                  or part of the Shares subject to the Options issued pursuant
                  to the Plan, at date of grant of the Options or at any time
                  during the Option exercise period.

         20.      Claims Procedure. In general, any claim for benefits under the
                  Plan shall be filed by the Participant or beneficiary
                  ("claimant") on the form prescribed for such purpose with the
                  Administrator. If a claim for benefits under the Plan is
                  wholly or partially denied, notice of the decision shall be
                  furnished to the claimant by the Administrator within a
                  reasonable period of time after receipt of the claim by the
                  Administrator. The claims procedure shall be as follows:

                           (a)      Any claimant who is denied a claim for
                                    benefits shall be furnished written notice
                                    setting forth:

                                    (i)   the specific reason or reasons for the
                                          denial;

                                    (ii)  specific reference to the pertinent
                                          provision of the Plan upon which the
                                          denial is based;

                                    (iii) a description of any additional
                                          material or information necessary for
                                          the claimant to perfect the claim; and

                                    (iv)  an explanation of the claim review
                                          procedure under the Plan.

                           (b)      In order that a claimant may appeal a denial
                                    of a claim, the claimant or the claimant's
                                    duly authorized representative may:

                                    (i)   request a review by written
                                          application to the Administrator, or
                                          its designate, no later than sixty
                                          (60) days after receipt by the
                                          claimant of written notification of
                                          denial of a claim;

                                    (ii)  review pertinent documents; and

                                    (iii) submit issues and comments in writing.

                           (c)      A decision on review of a denied claim shall
                                    be made not later than sixty (60) days after
                                    receipt of a request for review, unless
                                    special circumstances require an extension
                                    of time for processing, in which case a
                                    decision shall be rendered within a
                                    reasonable period of time, but not later
                                    than one hundred and twenty (120) days after
                                    receipt of a request for review. The
                                    decision on a review shall be in writing and
                                    shall include the specific reason(s) for the
                                    decision and the specific reference(s) to
                                    the pertinent provisions of the Plan on
                                    which the decision is based.

         22.      Designation of Beneficiary. A Participant, by filing the
                  prescribed form with the Administrator (See Exhibit B), may
                  designate one or more beneficiaries and

TransCore Deferred Option Plan

Page 6 of 8

<PAGE>

                  successor beneficiaries who shall be given the right to
                  exercise Options in accordance with the terms of the Plan in
                  the event of the Participant's death. In the event the
                  Participant does not file a form designating one or more
                  beneficiaries, or no designated beneficiary survives the
                  Participant, the Option shall be exercisable by the individual
                  to whom such right passes by will or the laws or descent and
                  distribution.

         23.      Intent. The Plan is intended to be unfunded and maintained by
                  the Company solely to provide options to a select group of
                  management or highly compensated employees as such group is
                  described under Sections 201(2), 301(a)(3), and 401(a)(1) of
                  the Employee Retirement Income Security Act of 1974 ("ERISA")
                  as interpreted by the U.S. Department of Labor. The Plan is
                  not intended to be a plan described in Sections 401(a) or 457
                  of the Code. The obligation of the Company to deliver Shares
                  subject to the Options granted under this Plan constitutes
                  nothing more than an unsecured promise of the Company to
                  fulfill such obligations and any property of the Company that
                  may be set aside to permit it to fulfill such obligations
                  under the Plan shall, in the event of the Company's bankruptcy
                  or insolvency, remain subject to the claims of the Company's
                  general creditors until such Options are exercised. At the
                  discretion of the Administrator, the individual assets of the
                  Plan for any or all Participants may be placed in a rabbi
                  trust, which meets the guidelines of Revenue Procedure 92-64.

         24.      Option Financing. Upon the exercise of any Option granted
                  under the Plan, the Participant may request that the Company
                  sell or deem to sell a number of Shares otherwise deliverable
                  to the Participant and attributable to the exercise of the
                  Option in order to pay the exercise price of the Option. The
                  Board may, in its sole discretion, make financing available to
                  the Participant to facilitate the exercise of the Option,
                  subject to such terms as the Board may specify.

                               ******************

         As evidence of its adoption of the Plan, TransCore has caused this
instrument to be signed by its officer of representative duly authorized on this
28th day of June, 2000.

                                                TransCore

                                                By:   /s/ DAVID SPARKS
                                                      _________________________

                                                Title:  EXECUTIVE VICE PRESIDENT
                                                       _________________________

TransCore Deferred Option Plan

Page 7 of 8

<PAGE>

                                   APPENDIX A

            SHARES AVAILABLE TO THE COMPANY FOR GRANT OR SUBSTITUTION

Description

TransCore Series A-1 Preferred Shares with warrants

TransCore Deferred Option Plan

Page 8 of 8
<PAGE>
                                 FIRST AMENDMENT
                                     TO THE
                         TRANSCORE DEFERRED OPTION PLAN

WHEREAS, TransCore (hereinafter referred to as the "Employer") maintains the
TransCore Deferred Option Plan (hereinafter referred to as the "Plan") as
effective June 28, 2000; and

WHEREAS, the Employer desired to amend the Plan to revise the terms and
conditions of the Plan.

NOW THEREFORE, pursuant to Section 13 of the Plan, the Plan is hereby amended as
follows:

Section 10 shall read:

      Succession and Transferability. Except as otherwise provided in this
      paragraph, the Option and the rights and privileges conferred herewith
      shall not be sold, transferred, encumbered, hypothecated or otherwise
      anticipated by the Participant other than by will or the laws of descent
      and distribution, and during the Participant's life, may be exercised only
      by the Participant. However, the Participant, with the Approval of the
      Committee, may transfer by gift any Option or part thereof to (a) a member
      or members of the Participant's Immediate Family and/or to a trust
      established for the benefit of an Immediate Family member or members, or
      (b) a charitable organization described in Section 170(c) of the Internal
      Revenue Code of 1986, as amended from time to time, provided such transfer
      is irrevocable, is made without consideration, and each Option so
      transferred by the Participant remains subject after transfer to the
      provisions of the Plan. The term "Immediate Family" shall mean the
      Participant's spouse, parents, children, stepchildren, adoptive
      relationships, sisters, brothers and grandchildren. This Option is not
      liable for or subject to, in whole or in part, the debts, contract,
      liabilities or torts of the Participant, nor shall it be subject to
      garnishment, attachment, execution, levy or other legal or equitable
      process. Following transfer, any such Options shall continue to be subject
      to the same terms and conditions as were applicable immediately prior to
      the transfer. The provisions with respect to termination of employment set
      forth in Section 16 shall continue to apply with respect to the
      Participant, in which event the Options shall be exercisable by the
      transferee only to the extent and for the periods specified herein. The
      participant will remain subject to withholding taxes upon exercise of any
      such Option by the transferee. The Company shall have no obligation
      whatsoever to provide notice to any transferee of any matter, including
      without limitation, early termination of an Option on account of
      termination of employment of the participant.

IN WITNESS WHEREOF, the Employer has executed and adopted this First Amendment
on this day of _____________, 2002.

TRANSCORE:

BY:  /s/ Claudia F. Wiegand

TITLE: Executive Vice President