<PAGE>
                                                                     EXHIBIT 4.3

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR ANALYTICAL SURVEYS, INC. SHALL HAVE RECEIVED
AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
NOT REQUIRED.


                              WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                            ANALYTICAL SURVEYS, INC.


                             Expires April 2, 2007

No.: W-02-1                                          Number of Shares: 5,000,000
Date of Issuance: April 2, 2002


     FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, Analytical Surveys, Inc., a Colorado corporation (together with its
successors and assigns, the "Issuer"), hereby certifies that Tonga Partners,
L.P. or its registered assigns is entitled to subscribe for and purchase, during
the period specified in this Warrant, up to Five Million (5,000,000) shares
(subject to adjustment as hereinafter provided) of the duly authorized, validly
issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
price per share equal to the Warrant Price then in effect, subject, however, to
the provisions and upon the terms and conditions hereinafter set forth.
Capitalized terms used in this Warrant and not otherwise defined herein shall
have the respective meanings specified in Section 9 hereof.

     1. Term. The right to subscribe for and purchase shares of Warrant Stock
represented hereby shall commence on the date of issuance of this Warrant and
shall expire at 5:00 p.m., eastern time, on April 2, 2007 (such period being
the "Term").





                                      -1-
<PAGE>
     2. Method of Exercise Payment; Issuance of New Warrant; Transfer and
Exchange.

     (a) Time of Exercise. The purchase rights represented by this Warrant may
be exercised in whole or in part at any time and from time to time during the
Term.

     (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) if the
Registration Statement (as defined in the Registration Rights Agreement) has not
been declared effective, by "cashless exercise" by surrender to the Issuer for
cancellation of a portion of this Warrant representing that number of unissued
shares of Warrant Stock which is equal to the quotient obtained by dividing (A)
the product obtained by multiplying the Warrant Price by the number of shares of
Warrant Stock being purchased upon such exercise by (B) the Per Share Market
Value as of the date of such exercise, or (iii) if the Registration Statement
has not been declared effective, by a combination of the foregoing methods of
payment selected by the Holder of this Warrant. In any case where the
consideration payable upon such exercise is being paid in whole or in part
pursuant to the provisions of clause (ii) of this subsection (b), such exercise
shall be accompanied by written notice from the Holder of this Warrant
specifying the manner of payment thereof and containing a calculation showing
the number of shares of Warrant Stock with respect to which rights are being
surrendered thereunder and the net number of shares to be issued after giving
effect to such surrender.

     (c) Beneficial Ownership. Upon full exercise of the Warrants (the "Final
Exercise") and the Final Conversion (as defined in the Notes) of the Notes, if
the total number of shares of Common Stock issued upon conversion of the Notes
and upon exercise of the Warrants is less than fifty-five percent (55%) of the
number of shares of Common Stock outstanding on a fully diluted basis as of the
later of the date of the Final Exercise and the Final Conversion, the Company
shall issue additional shares of Common Stock to the Holders on a pro rata basis
so that the Holders own in the aggregate at least fifty-five percent (55%) of
the number of shares of Common Stock outstanding on a fully diluted basis as of
the later of the date of the Final Exercise and the Final Conversion. Shares of
Common Stock surrendered by the Holders to the Issuer as payment of the Warrant
Price pursuant to a "cashless exercise" shall be deemed to have been issued to
the Holders for purposes of determining whether the Holders own in the aggregate
at least fifty-five percent (55%) of the number of shares of Common Stock
outstanding on a fully diluted basis as of the later of the date of the Final
Exercise and the Final Conversion.

     (d) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
Holder of the shares of Warrant Stock so purchased as of the date of such
exercise, and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any,



                                      -2-
<PAGE>

with respect to which this Warrant shall not then have been exercised (less any
amount thereof which shall have been canceled in payment or partial payment of
the Warrant Price as hereinabove provided) shall also be issued to the Holder
hereof at the Issuer's expense within such time.

     (e) Transferability of Warrant. Subject to Section 2(f), this Warrant may
be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph and subject to the provisions of subsection (f) of
this Section 2, this Warrant may be transferred on the books of the Issuer by
the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal office of the Issuer, properly endorsed (by the
Holder executing an assignment in the form attached hereto) and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants for the purchase of the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant hereto.

     (f) Compliance with Securities Laws.

          (i) The Holder of this Warrant, by acceptance hereof, acknowledges
     that this Warrant or the shares of Warrant Stock to be issued upon exercise
     hereof are being acquired solely for the Holder's own account and not as a
     nominee for any other party, and for investment, and that the Holder will
     not offer, sell or otherwise dispose of this Warrant or any shares of
     Warrant Stock to be issued upon exercise hereof except pursuant to an
     effective registration statement, or an exemption from registration, under
     the Securities Act and any applicable state securities laws.

          (ii) Except as provided in paragraph (iii) below, this Warrant and all
     certificates representing shares of Warrant Stock issued upon exercise
     hereof shall be stamped or imprinted with a legend in substantially the
     following form:

          THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
          EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
          ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
          OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
          SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR
          ANALYTICAL SURVEYS, INC. SHALL HAVE RECEIVED AN OPINION OF
          ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
          SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
          SECURITIES LAWS IS NOT REQUIRED.


                                      -3-
<PAGE>

          (iii) The restrictions imposed by this subsection (f) upon the
     transfer of this Warrant or the shares of Warrant Stock to be purchased
     upon exercise hereof shall terminate (A) when such securities shall have
     been resold pursuant to an effective registration statement under the
     Securities Act, (B) upon the Issuer's receipt of an opinion of counsel, in
     form and substance reasonably satisfactory to the Issuer, addressed to the
     Issuer to the effect that such restrictions are no longer required to
     ensure compliance with the Securities Act and state securities laws or (C)
     upon the Issuer's receipt of other evidence reasonably satisfactory to the
     Issuer that such registration and qualification under the Securities Act
     and state securities laws are not required. Whenever such restrictions
     shall cease and terminate as to any such securities, the Holder thereof
     shall be entitled to receive from the Issuer (or its transfer agent and
     registrar), without expense (other than applicable transfer taxes, if any),
     new Warrants (or, in the case of shares of Warrant Stock, new stock
     certificates) of like tenor not bearing the applicable legend required by
     paragraph (ii) above relating to the Securities Act and state securities
     laws.

     (g) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

     3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

     (a) Stock Fully Paid. The Issuer represents, warrants, covenants and agrees
that all shares of Warrant Stock which may be issued upon the exercise of this
Warrant or otherwise hereunder will, upon issuance, be duly authorized, validly
issued, fully paid and non-assessable and free from all taxes, liens and charges
created by or through Issuer. The Issuer further covenants and agrees that
during the period within which this Warrant may be exercised, the Issuer will at
all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

     (b) Reservation. If any shares of Common Stock required to be reserved for
issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as possible at its expense to
cause such shares to be duly registered or qualified. If the Issuer shall list
any shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable securities exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon



                                      -4-
<PAGE>

the exercise of this Warrant if at the time any securities of the same class
shall be listed on such securities exchange or market by the Issuer.

     (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or appropriate to protect
the rights of the Holder hereof against dilution (to the extent specifically
provided herein) or impairment. Without limiting the generality of the
foregoing, the Issuer will (i) not permit the par value, if any, of its Common
Stock to exceed the then effective Warrant Price, (ii) not amend or modify any
provision of the Articles of Incorporation or by-laws of the Issuer in any
manner that would adversely affect in any way the powers, preferences or
relative participating, optional or other special rights of the Common Stock or
which would adversely affect the rights of the Holders of the Warrants, (iii)
take all such action as may be reasonably necessary in order that the Issuer may
validly and legally issue fully paid and nonassessable shares of Common Stock,
free and clear of any liens, claims, encumbrances and restrictions (other than
as provided herein) upon the exercise of this Warrant, and (iv) use its best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

     (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

     (e) Registration Rights. The Warrant Stock of the Issuer is entitled to the
benefits and subject to the terms of the Registration Rights Agreement dated the
date hereof between the Issuer and the Holder.

     4. Adjustment of Warrant Price and Warrant Share Number. The number of
shares of Common Stock for which this Warrant is exercisable, and the price at
which such shares may be purchased upon exercise of this Warrant, shall be
subject to adjustment from time to time as set forth in this Section 4. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

     (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

          (i) In case the Issuer after the Original Issue Date shall do any of
     the following (each, a "Triggering Event"): (a) consolidate with or merge
     into any other Person and the Issuer shall not be the continuing or
     surviving corporation of such consolidation or merger, or (b) permit any
     other Person to consolidate with or merge into the Issuer and



                                      -5-
<PAGE>

     the Issuer shall be the continuing or surviving Person but, in connection
     with such consolidation or merger, any Capital Stock of the Issuer shall be
     changed into or exchanged for Securities of any other Person or cash or any
     other property, or (c) transfer all or substantially all of its properties
     or assets to any other Person, or (d) effect a capital reorganization or
     reclassification of its Capital Stock, then, and in the case of each such
     Triggering Event, proper provision shall be made so that, upon the basis
     and the terms and in the manner provided in this Warrant, the Holder of
     this Warrant shall be entitled (x) upon the exercise hereof at any time
     after the consummation of such Triggering Event, to the extent this Warrant
     is not exercised prior to such Triggering Event, to receive at the Warrant
     Price in effect at the time immediately prior to the consummation of such
     Triggering Event in lieu of the Common Stock issuable upon such exercise of
     this Warrant prior to such Triggering Event, the Securities, cash and
     property to which such Holder would have been entitled upon the
     consummation of such Triggering Event if such Holder had exercised the
     rights represented by this Warrant immediately prior thereto, subject to
     adjustments (subsequent to such corporate action) as nearly equivalent as
     possible to the adjustments provided for elsewhere in this Section 4 or (y)
     to sell this Warrant (or, at such Holder's election, a portion hereof)
     concurrently with the Triggering Event to the Person continuing after or
     surviving such Triggering Event, or to the Issuer (if Issuer is the
     continuing or surviving Person) at a sales price equal to the amount of
     cash, property and/or Securities to which a holder of the number of shares
     of Common Stock which would otherwise have been delivered upon the exercise
     of this Warrant would have been entitled upon the effective date or closing
     of any such Triggering Event (the "Event Consideration"), less the amount
     or portion of such Event Consideration having a fair value equal to the
     aggregate Warrant Price applicable to this Warrant or the portion hereof so
     sold.

          (ii) Notwithstanding anything contained in this Warrant to the
     contrary, the Issuer will not effect any Triggering Event unless, prior to
     the consummation thereof, each Person (other than the Issuer) which may be
     required to deliver any Securities, cash or property upon the exercise of
     this Warrant as provided herein shall assume, by written instrument
     delivered to, and reasonably satisfactory to, the Holder of this Warrant,
     (A) the obligations of the Issuer under this Warrant (and if the Issuer
     shall survive the consummation of such Triggering Event, such assumption
     shall be in addition to, and shall not release the Issuer from, any
     continuing obligations of the Issuer under this Warrant) and (B) the
     obligation to deliver to such Holder such shares of Securities, cash or
     property as, in accordance with the foregoing provisions of this subsection
     (a), such Holder shall be entitled to receive, and such Person shall have
     similarly delivered to such Holder an opinion of counsel for such Person,
     which counsel shall be reasonably satisfactory to such Holder, stating that
     this Warrant shall thereafter continue in full force and effect and the
     terms hereof (including, without limitation, all of the provisions of this
     subsection (a)) shall be applicable to the Securities, cash or property
     which such Person may be required to deliver upon any exercise of this
     Warrant or the exercise of any rights pursuant hereto.

          (iii) If with respect to any Triggering Event, the Holder of this
     Warrant has exercised its right as provided in clause (y) of subparagraph
     (i) of this subsection (a) to


                                      -6-
<PAGE>
     sell this Warrant or a portion thereof, the Issuer agrees that as a
     condition to the consummation of any such Triggering Event the Issuer shall
     secure such right of Holder to sell this Warrant to the Person continuing
     after or surviving such Triggering Event and the Issuer shall not effect
     any such Triggering Event unless upon or prior to the consummation thereof
     the amounts of cash, property and/or Securities required under such clause
     (y) are delivered to the Holder of this Warrant. The obligation of the
     Issuer to secure such right of the Holder to sell this Warrant shall be
     subject to such Holder's cooperation with the Issuer, including, without
     limitation, the giving of customary representations and warranties to the
     purchaser in connection with any such sale. Prior notice of any Triggering
     Event shall be given to the Holder of this Warrant in accordance with
     Section 13 hereof.

     (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

          (i) take a record of the holders of its Common Stock for the purpose
     of entitling them to receive a dividend payable in, or other distribution
     of, Additional Shares of Common Stock,

          (ii) subdivide its outstanding shares of Common Stock into a larger
     number of shares of Common Stock, or

          (iii) combine its outstanding shares of Common Stock into a smaller
     number of shares of Common Stock,

then (1) the  number of  shares  of Common  Stock for which  this  Warrant  is
exercisable  immediately  after the occurrence  of any such  event  shall be
adjusted  to equal the  number of shares of Common  Stock  which a record holder
of the same number of shares of Common  Stock for which this  Warrant is
exercisable  immediately  prior to the  occurrence of such event would own or be
entitled to receive  after the  happening of such event,  and (2) the Warrant
Price then in effect  shall be adjusted to equal (A) the Warrant  Price then in
effect  multiplied  by the number of shares  of Common  Stock for which  this
Warrant  is  exercisable  immediately  prior to the  adjustment divided by (B)
the number of shares of Common Stock for which this Warrant is  exercisable
immediately  after such adjustment.

     (c) Certain Other Distributions. If at any time the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

          (i) cash (other than a cash dividend payable out of earnings or earned
     surplus legally available for the payment of dividends under the laws of
     the jurisdiction of incorporation of the Issuer),

          (ii) any evidences of its indebtedness, any shares of stock of any
     class or any other securities or property of any nature whatsoever (other
     than cash, Common Stock Equivalents or Additional Shares of Common Stock),
     or


                                      -7-
<PAGE>

          (iii) any warrants or other rights to subscribe for or purchase any
     evidences of its indebtedness, any shares of stock of any class or any
     other securities or property of any nature whatsoever (other than cash,
     Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing reasonably acceptable to the Holder) of any and all such
evidences of indebtedness, shares of stock, other securities or property or
warrants or other subscription or purchase rights so distributable, and (2) the
Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price
then in effect multiplied by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the adjustment divided by (B) the
number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment. A reclassification of the Common Stock (other
than a change in par value, or from par value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by the Issuer to the holders of its Common
Stock of such shares of such other class of stock within the meaning of this
Section 4(c) and, if the outstanding shares of Common Stock shall be changed
into a larger or smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination, as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4(b).

     (d) Issuance of Additional Shares of Common Stock.

          (i) In the event the Issuer, shall, at any time, from time to time,
issue or sell any shares of Common Stock (including Treasury Shares) for a
consideration per share less than the Warrant Price then in effect for the
Warrant immediately prior to the time of such issue or sale, then, forthwith
upon such issue or sale, the Warrant Price then in effect for the Warrants shall
be reduced to a price equal to the consideration per share paid for such Common
Stock and the number of shares of Common Stock for which this Warrant is
exercisable shall be increased by the product of the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to such issuance
or sale multiplied by the Dilution Percentage. "Dilution Percentage" shall mean
the percentage by which the Warrant Price then in effect is reduced pursuant to
this Section 4(d).

          (ii) The provisions of this Section 4(d) shall not apply to any
issuance of Additional Shares of Common Stock for which an adjustment is
provided under Section 4(a) through 4(c). No adjustment of the number of shares
of Common Stock for which this Warrant shall be exercisable shall be made under
this Section 4(d) upon the issuance of any Additional Shares of Common Stock
which are issued pursuant to the exercise of any Common Stock Equivalents, if
any such adjustment shall previously have been made upon the issuance of such



                                      -8-
<PAGE>

Common Stock Equivalents (or upon the issuance of any warrant or other rights
therefor) pursuant to Section 4(f).

     (e) Intentionally Omitted.

     (f) Issuance of Common Stock Equivalents. If at any time the Issuer shall
take a record of the Holders of its Common Stock for the purpose of entitling
them to receive a distribution of, or shall in any manner (whether directly or
by assumption in a merger in which the Issuer is the surviving corporation)
issue or sell, any Common Stock Equivalents, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the price per
share for which Common Stock is issuable upon such conversion or exchange shall
be less than the Warrant Price in effect immediately prior to the time of such
issue or sale, then the number of shares of Common Stock for which this Warrant
is exercisable and the Warrant Price then in effect shall be adjusted as
provided in Section 4(d) on the basis that the maximum number of Additional
Shares of Common Stock necessary to effect the conversion or exchange of all
such Common Stock Equivalents shall be deemed to have been issued and
outstanding and the Issuer shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Common Stock
Equivalents. No further adjustments of the number of shares of Common Stock for
which this Warrant is exercisable and the Warrant Price then in effect shall be
made upon the actual issue of such Common Stock upon conversion or exchange of
such Common Stock Equivalents.

     (g) Superseding Adjustment. If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall have been made pursuant to Section 4(f) as
the result of any issuance of warrants, other rights or Common Stock
Equivalents, and (i) such warrants or other rights, or the right of conversion
or exchange in such other Common Stock Equivalents, shall expire, and all or a
portion of such warrants or other rights, or the right of conversion or exchange
with respect to all or a portion of such other Common Stock Equivalents, as the
case may be shall not have been exercised, or (ii) the consideration per share
for which shares of Common Stock are issuable pursuant to such Common Stock
Equivalents, shall be increased solely by virtue of provisions therein contained
for an automatic increase in such consideration per share upon the occurrence of
a specified date or event, then for each outstanding Warrant such previous
adjustment shall be rescinded and annulled and the Additional Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection with the adjustment so rescinded and annulled shall no longer be
deemed to have been issued by virtue of such computation. Upon the occurrence of
an event set forth in this Section 4(g) above, there shall be a recomputation
made of the effect of such Common Stock Equivalents on the basis of: (i)
treating the number of Additional Shares of Common Stock or other property, if
any, theretofore actually issued or issuable pursuant to the previous exercise
of any such warrants or other rights or any such right of conversion or
exchange, as having been issued on the date or dates of any such exercise and
for the consideration actually received and receivable therefor, and (ii)
treating any such Common Stock Equivalents which then remain outstanding as
having been granted or issued immediately after the time of such increase of the
consideration per share for which shares of Common Stock or other property are
issuable under such Common Stock Equivalents; whereupon a new adjustment of the
number of shares of Common Stock for which this Warrant



                                      -9-
<PAGE>

is exercisable and the Warrant Price then in effect shall be made, which new
adjustment shall supersede the previous adjustment so rescinded and annulled.

     (h) Purchase of Common Stock by the Issuer. If the Issuer at any time while
this Warrant is outstanding shall, directly or indirectly through a Subsidiary
or otherwise, purchase, redeem or otherwise acquire any shares of Common Stock
at a price per share greater than the Per Share Market Value, then the Warrant
Price upon each such purchase, redemption or acquisition shall be adjusted to
that price determined by multiplying such Warrant Price by a fraction (i) the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such purchase, redemption or acquisition minus the number
of shares of Common Stock which the aggregate consideration for the total number
of such shares of Common Stock so purchased, redeemed or acquired would purchase
at the Per Share Market Value; and (ii) the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such purchase,
redemption or acquisition. For the purposes of this subsection (h), the date as
of which the Per Share Market Price shall be computed shall be the earlier of
(x) the date on which the Issuer shall enter into a firm contract for the
purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual purchase, redemption or acquisition of such Common Stock. For the
purposes of this subsection (h), a purchase, redemption or acquisition of a
Common Stock Equivalent shall be deemed to be a purchase of the underlying
Common Stock, and the computation herein required shall be made on the basis of
the full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made, whether or not
such Common Stock Equivalent is actually exercisable, convertible or
exchangeable on such date.

     (i) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

          (i) Computation of Consideration. To the extent that any Additional
Shares of Common Stock or any Common Stock Equivalents (or any warrants or other
rights therefor) shall be issued for cash consideration, the consideration
received by the Issuer therefor shall be the amount of the cash received by the
Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock
Equivalents are offered by the Issuer for subscription, the subscription price,
or, if such Additional Shares of Common Stock or Common Stock Equivalents are
sold to underwriters or dealers for public offering without a subscription
offering, the initial public offering price (in any such case subtracting any
amounts paid or receivable for accrued interest or accrued dividends and without
taking into account any compensation, discounts or expenses paid or incurred by
the Issuer for and in the underwriting of, or otherwise in connection with, the
issuance thereof). To the extent that such issuance shall be for a consideration
other than cash, then, except as herein otherwise expressly provided, the amount
of such consideration shall be deemed to be the fair value of such consideration
at the time of such issuance as determined in good faith by the Board of
Directors of the Issuer. In case any Additional Shares of Common Stock or any
Common Stock Equivalents (or any warrants or other rights therefor) shall be
issued in connection with any merger in which the Issuer issues any securities,
the amount of consideration therefor shall be deemed to be the fair value, as
determined in good faith by the



                                      -10-
<PAGE>

Board of Directors of the Issuer, of such portion of the assets and business of
the nonsurviving corporation as such Board in good faith shall determine to be
attributable to such Additional Shares of Common Stock, Common Stock
Equivalents, or any warrants or other rights therefor, as the case may be. The
consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants or other rights to subscribe for or purchase the same shall be the
consideration received by the Issuer for issuing such warrants or other rights
plus the additional consideration payable to the Issuer upon exercise of such
warrants or other rights. The consideration for any Additional Shares of Common
Stock issuable pursuant to the terms of any Common Stock Equivalents shall be
the consideration received by the Issuer for issuing warrants or other rights to
subscribe for or purchase such Common Stock Equivalents, plus the consideration
paid or payable to the Issuer in respect of the subscription for or purchase of
such Common Stock Equivalents, plus the additional consideration, if any,
payable to the Issuer upon the exercise of the right of conversion or exchange
in such Common Stock Equivalents. In case of the issuance at any time of any
Additional Shares of Common Stock or Common Stock Equivalents in payment or
satisfaction of any dividends upon any class of stock other than Common Stock,
the Issuer shall be deemed to have received for such Additional Shares of Common
Stock or Common Stock Equivalents a consideration equal to the amount of such
dividend so paid or satisfied.

          (ii) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common Stock for which this Warrant is exercisable that would otherwise be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common Stock, as provided for in Section 4(b)) up to, but not
beyond the date of exercise if such adjustment either by itself or with other
adjustments not previously made adds or subtracts less than one percent (1%) of
the shares of Common Stock for which this Warrant is exercisable immediately
prior to the making of such adjustment. Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would result in
a minimum adjustment or on the date of exercise. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

          (iii) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

          (iv) When Adjustment Not Required. If the Issuer shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled. In addition, no adjustment shall be required under
Section 4(d)(i) hereof



                                      -11-
<PAGE>

in the event the Issuer issues or sells Additional Shares in a transaction whose
primary purpose is to establish a relationship with the recipient thereof for
strategic reasons and not to raise capital.

     (j) Form of Warrant after Adjustments. The form of this Warrant need not be
changed because of any adjustments in the Warrant Price or the number and kind
of Securities purchasable upon the exercise of this Warrant.

     (k) Escrow of Warrant Stock. If after any property becomes distributable
pursuant to this Section 4 by reason of the taking of any record of the holders
of Common Stock, but prior to the occurrence of the event for which such record
is taken, and the Holder exercises this Warrant, any shares of Common Stock
issuable upon exercise by reason of such adjustment shall be deemed the last
shares of Common Stock for which this Warrant is exercised (notwithstanding any
other provision to the contrary herein) and such shares or other property shall
be held in escrow for the Holder by the Issuer to be issued to the Holder upon
and to the extent that the event actually takes place, upon payment of the
current Warrant Price. Notwithstanding any other provision to the contrary
herein, if the event for which such record was taken fails to occur or is
rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

     5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big five" selected by the Holder,
provided that the Issuer shall have ten (10) days after receipt of notice from
such Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection. The firm selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within thirty (30) days after submission
to it of such dispute. Such opinion shall be final and binding on the parties
hereto. The fees and expenses of such accounting firm shall be paid by the
Issuer.

     6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with and exercise hereof, but in lieu of such fractional shares,
the Issuer shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

     7. Intentionally Omitted.

     8. Intentionally Omitted.



                                      -12-
<PAGE>
     9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

          "Additional Shares of Common Stock" means all shares of Common Stock
issued by the Issuer after the Original Issue Date, and all shares of Other
Common, if any, issued by the Issuer after the Original Issue Date, except (i)
the Warrant Stock; (ii) shares of Common Stock issuable upon conversion of the
Notes; (iii) shares of Common Stock to be issued to strategic partners and/or in
connection with a strategic merger or acquisition; (iv) shares of Common Stock
or the issuance of options to purchase shares of Common Stock to employees,
officers, directors, consultants and vendors in accordance with the Issuer's
existing employee stock ownership plans; (v) the issuance of Securities pursuant
to the conversion or exercise of convertible or exercisable securities issued or
outstanding prior to the date hereof; and (vi) the issuance of securities in
exchange for assets.

          "Articles of Incorporation" means the Articles of Incorporation of the
     Issuer as in effect on the Original Issue Date, and as hereafter from time
     to time amended, modified, supplemented or restated in accordance with the
     terms hereof and thereof and pursuant to applicable law.

          "Board" shall mean the Board of Directors of the Issuer.

          "Capital Stock" means and includes (i) any and all shares, interests,
     participations or other equivalents of or interests in (however designated)
     corporate stock, including, without limitation, shares of preferred or
     preference stock, (ii) all partnership interests (whether general or
     limited) in any Person which is a partnership, (iii) all membership
     interests or limited liability company interests in any limited liability
     company, and (iv) all equity or ownership interests in any Person of any
     other type.

          "Common Stock" means the Common Stock, no par value per share, of the
     Issuer and any other Capital Stock into which such stock may hereafter be
     changed.

          "Common Stock Equivalent" means any Convertible Security or warrant,
     option or other right to subscribe for or purchase any Additional Shares of
     Common Stock or any Convertible Security.

          "Convertible Securities" means evidences of Indebtedness, shares of
     Capital Stock or other Securities which are or may be at any time
     convertible into or exchangeable for Additional Shares of Common Stock. The
     term "Convertible Security" means one of the Convertible Securities.

          "Governmental Authority" means any governmental, regulatory or
     self-regulatory entity, department, body, official, authority, commission,
     board, agency or instrumentality, whether federal, state or local, and
     whether domestic or foreign.


                                      -13-
<PAGE>

          "Holders" mean the Persons who shall from time to time own any
     Warrant. The term "Holder" means one of the Holders.

          "Independent Appraiser" means a nationally recognized or major
     regional investment banking firm or firm of independent certified public
     accountants of recognized standing (which may be the firm that regularly
     examines the financial statements of the Issuer) that is regularly engaged
     in the business of appraising the Capital Stock or assets of corporations
     or other entities as going concerns, and which is not affiliated with
     either the Issuer or the Holder of any Warrant.

          "Issuer" means Analytical Surveys, Inc., a Colorado corporation, and
     its successors.

          "Majority Holders" means at any time the Holders of Warrants
     exercisable for a majority of the shares of Warrant Stock issuable under
     the Warrants at the time outstanding.

          "Nasdaq" means The Nasdaq SmallCap Market.

          "Notes" means the senior secured convertible promissory notes issued
     in connection with the Purchase Agreement.

          "Original Issue Date" means April 2, 2002.

          "OTC Bulletin Board" means the over-the-counter electronic bulletin
     board.

          "Other Common" means any other Capital Stock of the Issuer of any
     class which shall be authorized at any time after the date of this Warrant
     (other than Common Stock) and which shall have the right to participate in
     the distribution of earnings and assets of the Issuer without limitation as
     to amount.

          "Person" means an individual, corporation, limited liability company,
     partnership, joint stock company, trust, unincorporated organization, joint
     venture, Governmental Authority or other entity of whatever nature.

          "Per Share Market Value" means on any particular date (a) the closing
     bid price per share of the Common Stock on such date on Nasdaq or another
     registered national stock exchange on which the Common Stock is then
     listed, or if there is no such price on such date, then the closing bid
     price on such exchange or quotation system on the date nearest preceding
     such date, or (b) if the Common Stock is not listed then on Nasdaq or any
     registered national stock exchange, the closing bid price for a share of
     Common Stock in the over-the-counter market, as reported by the OTC
     Bulletin Board or in the National Quotation Bureau Incorporated or similar
     organization or agency succeeding to its functions of reporting prices) at
     the close of business on such date, or (c) if the Common Stock is not then
     reported by the OTC Bulletin Board or the National Quotation Bureau
     Incorporated (or similar organization or agency succeeding to its functions
     of



                                      -14-
<PAGE>

     reporting prices), then the average of the "Pink Sheet" quotes for the
     relevant conversion period, as determined in good faith by the holder, or
     (d) if the Common Stock is not then publicly traded the fair market value
     of a share of Common Stock as determined by an Independent Appraiser
     selected in good faith by the Majority Holders; provided, however, that the
     Issuer, after receipt of the determination by such Independent Appraiser,
     shall have the right to select an additional Independent Appraiser, in
     which case, the fair market value shall be equal to the average of the
     determinations by each such Independent Appraiser; and provided, further
     that all determinations of the Per Share Market Value shall be
     appropriately adjusted for any stock dividends, stock splits or other
     similar transactions during such period. The determination of fair market
     value by an Independent Appraiser shall be based upon the fair market value
     of the Issuer determined on a going concern basis as between a willing
     buyer and a willing seller and taking into account all relevant factors
     determinative of value, and shall be final and binding on all parties. In
     determining the fair market value of any shares of Common Stock, no
     consideration shall be given to any restrictions on transfer of the Common
     Stock imposed by agreement or by federal or state securities laws, or to
     the existence or absence of, or any limitations on, voting rights.

          "Purchase Agreement" means the Note and Warrant Purchase Agreement
     dated as of March 21, 2002 among the Issuer and the investors a party
     thereto.

          "Securities" means any debt or equity securities of the Issuer,
     whether now or hereafter authorized, any instrument convertible into or
     exchangeable for Securities or a Security, and any option, warrant or other
     right to purchase or acquire any Security. "Security" means one of the
     Securities.

          "Securities Act" means the Securities Act of 1933, as amended, or any
     similar federal statute then in effect.

          "Subsidiary" means any corporation at least 50% of whose outstanding
     Voting Stock shall at the time be owned directly or indirectly by the
     Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
     more of its Subsidiaries.

          "Term" has the meaning specified in Section 1 hereof.

          "Trading Day" means (a) a day on which the Common Stock is traded on
     Nasdaq, or (b) if the Common Stock is not listed on Nasdaq, a day on which
     the Common Stock is traded on any other registered national stock exchange,
     or (c) if the Common Stock is not traded on any other registered national
     stock exchange, a day on which the Common Stock is traded on the OTC
     Bulletin Board, or (d) if the Common Stock is not traded on the OTC
     Bulletin Board, a day on which the Common Stock is quoted in the
     over-the-counter market as reported by the National Quotation Bureau
     Incorporated (or any similar organization or agency succeeding its
     functions of reporting prices); provided, however, that in the event that
     the Common Stock is not listed or quoted as set forth in (a), (b) and (c)
     hereof, then Trading Day shall mean any day except Saturday, Sunday and any
     day which shall be a legal holiday or a day on which banking institutions



                                      -15-
<PAGE>


     in the State of New York are authorized or required by law or other
     government action to close.

          "Voting Stock" means, as applied to the Capital Stock of any
     corporation, Capital Stock of any class or classes (however designated)
     having ordinary voting power for the election of a majority of the members
     of the Board of Directors (or other governing body) of such corporation,
     other than Capital Stock having such power only by reason of the happening
     of a contingency.

          "Warrants" means the Warrants issued and sold pursuant to the Purchase
     Agreement, including, without limitation, this Warrant, and any other
     warrants of like tenor issued in substitution or exchange for any thereof
     pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any
     of such other Warrants.

          "Warrant Price" means 115% of the Conversion Price (as defined in
     the Notes) on the date of exercise of the Warrants, as such price may be
     adjusted from time to time as shall result from the adjustments specified
     in this Warrant, including Section 4 hereto.

          "Warrant Share Number" means at any time the aggregate number of
     shares of Warrant Stock which may at such time be purchased upon exercise
     of this Warrant, after giving effect to all prior adjustments and increases
     to such number made or required to be made under the terms hereof.

          "Warrant Stock" means Common Stock issuable upon exercise of any
     Warrant or Warrants or otherwise issuable pursuant to any Warrant or
     Warrants.

     10. Other Notices. In case at any time:

                         (A)   the Issuer shall make any distributions to the
                               holders of Common Stock; or

                         (B)   the Issuer shall authorize the granting to all
                               holders of its Common Stock of rights to
                               subscribe for or purchase any shares of Capital
                               Stock of any class or of any Common Stock
                               Equivalents or other rights; or

                         (C)   there shall be any reclassification of the
                               Capital Stock of the Issuer; or

                         (D)   there shall be any capital reorganization by the
                               Issuer; or

                         (E)   there shall be any (i) consolidation or merger
                               involving the Issuer or (ii) sale, transfer or
                               other disposition of all or substantially all of
                               the Issuer's property, assets or business (except
                               a merger or other reorganization in which the
                               Issuer shall be the surviving corporation and its
                               shares of Capital



                                      -16-
<PAGE>

                               Stock shall continue to be outstanding and
                               unchanged and except a consolidation, merger,
                               sale, transfer or other disposition involving a
                               wholly-owned Subsidiary); or

                         (F)   there shall be a voluntary or involuntary
                               dissolution, liquidation or winding-up of the
                               Issuer or any partial liquidation of the Issuer
                               or distribution to holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least ten (10)
days prior to the action in question and not less than ten (10) days prior to
the record date or the date on which the Issuer's transfer books are closed in
respect thereto. The Issuer shall give to the Holder notice of all meetings and
actions by written consent of its stockholders, at the same time in the same
manner as notice of any meetings of stockholders is required to be given to
stockholders who do not waive such notice (or, if such requires no notice, then
two (2) Trading Days written notice thereof describing the matters upon which
action is to be taken). The Holder shall have the right to send two (2)
representatives selected by it to each meeting, who shall be permitted to
attend, but not vote at, such meeting and any adjournments thereof. This Warrant
entitles the Holder to receive copies of all financial and other information
distributed or required to be distributed to the holders of the Common Stock.

     11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

     12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

     13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or


                                      -17-
<PAGE>

communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service or
(iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Holder of
this Warrant or of Warrant Stock issued pursuant hereto, addressed to such
Holder at its last known address or facsimile number appearing on the books of
the Issuer maintained for such purposes, or with respect to the Issuer,
addressed to:

                              Analytical Surveys, Inc.
                              941 North Meridian Street
                              Suite 100
                              Indianapolis, Indiana 46204
                              Attention:  Norman Rokosh
                              Telecopier:  (317) 532-3433
                              Telephone:  (317) 634-1000


with copies (which copies shall not constitute notice to the Company) to:

                              Sherman & Howard L.L.C.
                              633 17th Street, Suite 3000
                              Denver, Colorado 80202
                              Attention: James F. Wood, Esq.
                              Telecopier: (303) 298-0940
                              Telephone: (303) 297-2900

Copies of notices to the Holder shall be sent to Jenkens & Gilchrist Parker
Chapin LLP, The Chrysler Building, 405 Lexington Avenue, New York, New York
10174, Attention: Christopher S. Auguste, Esq., Telecopier no.: (212) 704-6288.
Any party hereto may from time to time change its address for notices by giving
at least ten (10) days written notice of such changed address to the other party
hereto.

     14. Warrant Agent. The Issuer may, by written notice to each Holder of this
Warrant, appoint an agent having an office in New York, New York for the purpose
of issuing shares of Warrant Stock on the exercise of this Warrant pursuant to
subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to
subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

     15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened default by the Issuer
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest extent permitted by law,
such terms may be specifically enforced by a decree for the


                                      -18-
<PAGE>

specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.

     16. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.

     17. Modification and Severability. If, in any action before any court or
agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

     18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.



                                      -19-
<PAGE>

     IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.


                                              ANALYTICAL SURVEYS, INC.



                                              By:
                                                 -------------------------------
                                                  Name:
                                                  Title:



                                      -20-
<PAGE>
                                  EXERCISE FORM

                            ANALYTICAL SURVEYS, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Analytical
Surveys, Inc. covered by the within Warrant.

Dated:                                  Signature
       -------------------                        ------------------------------

                                        Address
                                                --------------------------------


                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated:                                  Signature
       -------------------                        ------------------------------

                                        Address
                                                --------------------------------


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated:                                  Signature
       -------------------                        ------------------------------

                                        Address
                                                --------------------------------

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day
of ___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.




                                      -21-