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                                                                   EXHIBIT 10.20

                     WAIVER AGREEMENT AND AMENDMENT NO. 6 TO
               CREDIT AGREEMENT AND OTHER LOAN AND LEASE DOCUMENTS

     THIS WAIVER AGREEMENT AND AMENDMENT NO. 6 TO CREDIT AGREEMENT AND OTHER
LOAN AND LEASE DOCUMENTS ("this Amendment") is dated as of May 30, 2000, by and
between the BANKS listed on the signature pages hereof ("Banks"), BANK ONE,
COLORADO, N.A., as Agent ("Agent"), BANC ONE LEASING CORPORATION, as Lessor
("Banc One Leasing") ANALYTICAL SURVEYS, INC., as Borrower and Lessee
("Borrower"), MSE CORPORATION, an Indiana corporation, as Guarantor and lease
guarantor ("MSE"), ASI LANDMARK, INC., a Colorado corporation, as Guarantor and
lease guarantor ("Landmark"), ASI OF PUERTO RICO, INC., a Puerto Rico
corporation, as Guarantor ("Puerto Rico"), MSE HOLDING COMPANY, an Indiana
corporation, as Guarantor ("MSE Holding"), MSE LLC, an Indiana limited liability
company, as Guarantor ("MSE LLC"), CARTOTECH, INC., a Texas corporation, as
lease guarantor ("Cartotech"), INTELLIGRAPHICS INTERNATIONAL, INC. ALSO KNOWN AS
ASI TECHNOLOGIES (INTELLIGRAPHICS), a Wisconsin corporation, as lease guarantor
("Intelligraphics"), and SURVEY HOLDINGS, INC., a Texas corporation, as
Guarantor and lease guarantor ("Holdings" which together with MSE, Landmark,
Puerto Rico, MSE Holding, MSE LLC, Cartotech, Intelligraphics and Holdings may
be collectively referred to as "Guarantors");

                                   WITNESSETH:

     WHEREAS, Borrower, Banks and Agent are parties to a Credit Agreement dated
as of June 3, 1998, as amended by Amendment No. 1 through Amendment No. 5 (as so
amended, the "Credit Agreement");

     WHEREAS, Borrower and Banc One Leasing are parties to a Master Lease
Agreement dated June 8, 1993 (the "Master Lease") and various lease schedules
pursuant thereto and a letter agreement dated October 15, 1999 pursuant to which
Banc One Leasing committed to extend a lease line of credit in the amount of
Five Million Dollars ($5,000,000) (the "Lease Commitment" and the Master Lease
together with all leases and lease schedules executed and delivered by Borrower
to Banc One Leasing under the Master Lease and the Lease Commitment may be
referred to as the "Leases" and any of which may be referred to individually by
the words "Lease No." and its lease schedule number, such as Lease No. 1-94447);

     WHEREAS, pursuant to the Credit Agreement, Banks have extended to Borrower
the following secured credit facilities (i) revolving lines of credit, as
provided in Section 2.1 of the Credit Agreement (collectively, the "Revolving
Loan") and (ii) term loans (collectively, the "Term Loan") as follows:

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(a)  Revolving Loans Commitment:

  (i)          National City       $ 3,398,058.30
  (ii)         KeyBank             $ 3,398,058.30
  (iii)        Fifth Third         $ 6,796,116.60
  (iv)         Bank One            $ 7,407,766.80

(b)  Term Loan Principal Balances as of May 30, 2000:

  (i)          National City       $ 2,661,812.33
  (ii)         KeyBank             $ 2,661,812.33
  (iii)        Fifth Third         $ 5,323,624.67
  (iv)         Bank One            $ 5,802,750.67

     WHEREAS, to secure the Obligations Borrower executed and delivered to the
Agent, among other things, a Security Agreement and Assignment dated as of June
3, 1998 (as amended to date, the "Security Agreement"); and a Pledge and
Security Agreement dated as of June 3, 1998, as amended by Amendment No. 1 to
Pledge and Security Agreement dated June 26, 1998 (the "Pledge Agreement");

     WHEREAS, to further secure the Obligations, MSE, MSE Holdings, MSE LLC,
Landmark, and Puerto Rico each executed and delivered to Agent a Guaranty of the
Obligations;

     WHEREAS, to secure each of their respective Guaranties and to further
secure the Obligations, MSE, MSE Holdings, MSE LLC, Landmark, and Puerto Rico
each executed and delivered to Agent a Security Agreement and Assignment;

     WHEREAS, to further secure the Leases, MSE, Landmark, Holdings, Cartotech
and Intelligraphics each executed and delivered to Banc One Leasing a guaranty
of the Leases;

     WHEREAS, Borrower has not yet paid the quarterly principal installments due
April 5, 2000, on the Term Loan and has not yet paid to Agent $1,030,000 of the
tax refunds to be paid to Agent, as received, pursuant to Section 5.1(s) of the
Credit Agreement;

     WHEREAS, Banks are not currently obligated to make any Advances under the
Credit Agreement; and

     WHEREAS, Borrower and Guarantors desire that Banks extend the payment date
of certain of the Obligations, waive all identified existing Events of Default
and Defaults, and modify certain terms of the Credit Agreement;

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                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements contained herein and the acts to be performed
hereunder, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties, the parties
hereby jointly and severally agree as follows:

1.   Incorporation of Recitals/Definitions. The foregoing recitals and
definitions set forth above are incorporated herein and made a part hereof.
Terms which are defined in the Credit Agreement and which are not otherwise
defined in this Amendment shall have the meanings ascribed to them in the Credit
Agreement.

2.   Waiver.

     (a)  Acknowledgment of Default. Borrower and Guarantors acknowledge that as
     of the date hereof, Borrower has not paid the quarterly installments of the
     Term Loan payable on April 5, 2000, and $1,030,000 of the Tax Refund, and
     that each such failure, until waived by the Banks, constitutes an Event of
     Default under the Credit Agreement (all such failures being collectively
     called the "Monetary Defaults"). Borrower and Guarantors further
     acknowledge that Borrower, as of the date of this Amendment, is not in
     compliance with the financial covenants set forth in Sections 5.2(a)(i) and
     5.2(a)(ii) of the Credit Agreement, and that each such non-compliance,
     until waived by the Banks, constitutes an Event of Default under the Credit
     Agreement (all such non-compliance being collectively referred to as the
     "Financial Covenant Defaults").

     (b)  Extension of Payment Dates. Banks hereby agree that the installments
     of principal due and payable on April 5, 2000 and July 5, 2000, with
     respect to the Term Loan, each in the amount of One Million Two Hundred
     Twenty-Five Thousand Dollars ($1,225,000.00), and Borrower's obligation to
     pay the Tax Refund (to the extent not previously paid or paid pursuant to
     the terms hereof at the closing of this Amendment) are hereby extended to
     July 31, 2000, at which time Borrower shall pay to Agent the balance of the
     Tax Refund then remaining due (after reduction for the $300,000 payment
     being made pursuant to Section 6(b) of this Amendment), plus the extended
     quarterly installments on the Term Loan in the aggregate principal sum of
     Two Million Four Hundred Fifty Thousand Dollars ($2,450,000.00). The Credit
     Agreement is amended to conform to the terms of this Section 2(b).

     (c)  Waiver. Banks hereby waive the Financial Covenant Defaults and, to the
     extent not waived by the extension of the payment dates pursuant to Section
     2(b) above, the Monetary Defaults, all such waivers being effective through
     July 31, 2000 (or such later date as may hereafter be agreed to in writing
     by Banks). The Banks also hereby waive compliance by Borrower during the
     Interim Period with Sections 5.2(a)(i) and (ii) of the Credit Agreement.
     Banc One Leasing hereby waives, effective through July 31, 2000, any

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     default or event of default by reason of the Financial Covenant Defaults
     and the Monetary Defaults.

     (d)  Effect of Extension and Waiver. The extension and waivers granted
     pursuant to Subsections (b) and (c), respectively, of this Section 2 are
     not and shall not be deemed to be a waiver by Banks of any other Defaults
     or Events of Default which may now or hereafter exist.

3.   Amendments to Credit Agreement.

     (a)  The following new definitions are inserted in Section 1.2 of the
     Credit Agreement such that all definitions therein are in alphabetical
     order:

          "Interim Period" means the period from the date of the Sixth Amendment
     to and including July 31, 2000.

          "Sixth Amendment" means the Waiver Agreement and Amendment No. 6 to
     Credit Agreement and Other Loan Documents, dated as of May 30, 2000 by and
     between Borrower, certain Subsidiaries or Affiliates of Borrower, Banc One
     Leasing Corporation, Banks and Agent.

     (b)  A new Article IX is added to the Credit Agreement immediately
     following Article XIII which reads as follows:

                                   ARTICLE IX

                      PROVISIONS RELATING TO INTERIM PERIOD

          9.1  Context. The purpose of Article IX is to provide Borrower with an
     opportunity to analyze its operations in order to present a business plan
     to Banks prior to the conclusion of the Interim Period.

          9.2  Interest Payments. Notwithstanding any provision of this
     Agreement to the contrary, during the Interim Period the principal balance
     of the Revolving Loan outstanding from time to time shall bear interest and
     be payable at a variable rate of interest equal to the Prime Rate plus the
     Applicable Margin, and the principal balance of the Term Loan outstanding
     from time to time shall bear interest at the LIBOR Rate plus the Applicable
     Margin. Interest shall be due and payable in accordance with the terms of
     this Agreement.

          9.3  Borrowing Base. Notwithstanding any provision of this Agreement
     to the contrary, during the Interim Period, the term "Borrowing Base" shall
     mean a dollar amount equal to the sum of: (i) seventy-five percent (75%) of

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     Eligible Accounts Receivable which are less than 90 days past the invoice
     date; plus (ii) fifty percent (50%) of Eligible Retainage; plus (iii) fifty
     percent (50%) of Eligible Accounts Receivable which are more than 90 days
     past the invoice date but not more than 45 days after the date of
     acceptance by Borrower's or any Guarantor's account debtors of the work
     represented by such Accounts Receivable.

          9.4  Eligible Accounts Receivable. Notwithstanding any provision of
     this Agreement to the contrary, during the Interim Period, the term
     "Eligible Accounts Receivable" shall be defined as follows:

               "Eligible Account Receivable" means all Accounts Receivable of
          the Borrower and the Guarantors which are subject to a first and prior
          Lien in favor of the Agent on behalf of the Banks pursuant to the
          Collateral Documents (reduced by the amount of any refund, rebate,
          allowance, discount or other concession to the account debtor in
          connection therewith) except for the following:

               (a)  Accounts Receivable with respect to which the account debtor
          is an Affiliate of the Borrower or any Guarantor, or a director,
          officer, employee or agent of the Borrower or any Guarantor;

               (b)  Accounts Receivable by reason of which the payment of the
          account debtor may be conditional;

               (c)  Accounts Receivable which are subject to dispute,
          counterclaim or setoff;

               (d)  Accounts Receivable from account debtors whose financial
          condition or creditworthiness of such account debtor is unacceptable
          under the credit policy of the Borrower, which credit policy shall be
          consistent with prudent industry practice;

               (e)  Accounts Receivable which are more than 90 days past the
          invoice date and more than 45 days after the date of acceptance by
          Borrower's or any Guarantor's account debtors of the work represented
          by such Accounts Receivable;

               (f)  Account Receivable owing from a single account debtor if
          more than Twenty-five percent (25%) of its Accounts Receivable with
          the Borrower and all Guarantors is more than 90 days past the invoice
          date and more than 45 days after the date of acceptance by Borrower's
          or any

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          Guarantor's account debtors of the work represented by such Accounts
          Receivable;

               (g)  Accounts Receivable from account debtors which do not
          maintain their principal place of business in the United States,
          unless they are supported by an irrevocable letter of credit from a
          banking institution in the United States acceptable to the Agent in
          its sole discretion;

               (h)  Accounts Receivable from an account debtor which has filed,
          or which has had filed against it, and is pending, a petition in
          bankruptcy or an application for relief under any provision of any
          state or federal bankruptcy, insolvency or debtor-relief statute; or
          which has had appointed, and continues to be appointed, a trustee,
          custodian or receiver for the assets of such account debtor; or which
          has made, and is pending, an assignment for the benefit of creditors
          or has become, and remains, insolvent or has failed, and continues to
          fail, generally to pay its debts (including its employee payroll) as
          such debts become due; and

               (i)  Accounts Receivable which are not subject to a Lien in favor
          of the Agent, or which are subject to a Lien in favor of a Person
          other than the Agent, whether or not such Lien is junior to the Lien
          of the Agent other than Liens imposed by any Governmental Authority
          for taxes, assessments or charges not yet due or which are being
          contested in good faith and with due diligence and with respect to
          which adequate reserves, determined in the reasonable discretion of
          the Agent, have been established and Liens which do not materially and
          adversely affect the Banks' rights and interests in such Accounts
          Receivable, the Collateral, or the collectibility of the Accounts
          Receivable.

          9.5  Eligible Retainage. Notwithstanding any provision of this
     Agreement to the contrary, during the Interim Period the term "Eligible
     Retainage" shall be defined as follows:

               "Eligible Retainage" means that portion of Eligible Accounts
          Receivable of the Borrower and the Guarantors payment of which is
          withheld by an account debtor as security for Borrower's or such
          Guarantor's performance pending completion of the contract giving rise
          to said Eligible Account Receivable, which are subject to a first and
          prior Lien in favor of the Agent on behalf of the Banks pursuant to
          the Collateral Documents (reduced by the amount of any refund, rebate,
          allowance, discount or other concession to the account debtor in
          connection therewith).

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          9.6   Revolving Loan Advances During Interim Period. Subject to the
     Borrower's compliance with the terms of this Article IX, Banks shall
     continue to make Advances under the Revolving Loan pursuant to the terms
     and limitations of Article II of this Agreement (as if the Monetary
     Defaults and Financial Covenants Defaults did not occur) and otherwise in
     accordance with the terms of this Agreement, except that:

          (i)   During the Interim Period, Advances with respect to Capital
          Expenditures shall not exceed Three Hundred seventy-five Thousand
          Dollars ($375,000.00);

          (ii)  The Maximum Revolving Credit Amount shall not exceed Seven
          Million Dollars ($7,000,000.00) until such time as the Section 9.12
          Requirement is met, in which event, as provided in Section 9.12, the
          Maximum Revolving Credit Amount shall automatically increase to
          $7,500,000; and

          (iii) Banks shall have no obligation to make any Advances if any Event
          of Default or Default, other than those Events of Default and Default
          waived in the Sixth Amendment, shall occur and remain unremedied.

          9.7   Notwithstanding the letter agreement by and between Borrower and
     Agent dated October 8, 1998, Borrower shall pay to Agent an annual fee
     equal to twelve and one-half (12.5) basis points on the total principal sum
     of the Term Loan plus the Maximum Revolving Credit Amount as at October
     15th of each year. On or before June 1, 2000, Borrower shall pay to Agent
     the sum of Nine Thousand Nine Hundred Thirty-Seven and 50/100 Dollars
     ($9,937.50), which is the balance of the fee required hereby after
     crediting Borrower for Twenty Thousand Dollars ($20,000.00) paid in
     October, 1999. For the purposes of this Agreement, one hundred (100) basis
     points equal one percent (1.0%).

          9.8   Financial Information and Reporting. In addition to all other
     financial statements and reports required by the terms of this Agreement
     (with Banks agreeing during the Interim Period that Borrower is permitted
     25 days within which to submit such financial statements and reports;
     provided, however, Borrower is permitted until June 7, 2000 to submit such
     financial statements and reports for the calendar month ending April 30,
     2000), during the Interim Period Borrower shall: (a) provide Agent with a
     Borrowing Base Certificate setting forth each component of the Borrowing
     Base as of Friday of each week, such Borrowing Base Certificate to be
     received by Banks not later than Wednesday of the following week; (b)
     deliver to Agent such invoices, contracts and other documentation
     supporting Borrower's computation of the Borrowing Base, as Agent may
     reasonably request; (c) effective for the week ending June 9, 2000,

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     initiate and conduct a weekly telephone conference with a representative of
     Borrower, Borrower's Financial Management Consultant (presently, Starshak &
     Associates, Inc.), Agent and, at the option of each of the Banks, Banks;
     and (d) on Wednesday of each week, beginning July 5, 2000, a cash flow
     report for the preceding calendar week comparing actual cash flow results
     to Borrower's Cash Flow Projection.

          9.10 Independent Consultant. On or before May 30, 2000, Borrower shall
     have employed a financial management consulting firm acceptable to Banks.
     Starshak & Associates, Inc., if engaged, is acceptable to the Banks.

          9.11 Principal Payment on Term Loan. Concurrently with execution of
     the Sixth Amendment, Borrower shall pay to Agent the sum of Three Hundred
     Thousand Dollars ($300,000.00), which payment shall be treated as a payment
     of a portion of the Tax Refund payments and shall be applied to the Term
     Loan in the inverse order of maturity.

          9.12 Seek Financing for LIDAR System. Borrower shall immediately seek
     funding from Banc One Leasing in an amount not less than Five Hundred
     Thousand Dollars ($500,000.00) to pay a portion of the balance of the
     purchase price with respect to the LIDAR system. Notwithstanding any
     provision of this Agreement to the contrary, in the event Banc One Leasing
     has not approved funding of the Five Hundred Thousand Dollar ($500,000.00)
     discretionary lease line (the "Discretionary Lease Line") by June 3, 2000
     (the "Section 9.12 Requirement"), the Maximum Revolving Credit Amount shall
     increase on June 4, 2000, to Seven Million Five Hundred Thousand Dollars
     ($7,500,000.00) to permit Borrower to obtain Advances from the Banks in the
     aggregate sum of $500,000 to fund payment of the balance of the purchase
     price of the LIDAR system (with Borrower to pay the remainder of such
     purchase price balance from cash or general Advances). In the event that on
     or before June 3, 2000, Banc One Leasing has approved funding of the
     Discretionary Lease Line, the Maximum Revolving Credit Amount shall
     increase to Seven Million Five Hundred Thousand Dollars ($7,500,000.00) on
     the date of receipt by Agent of Banc One Leasing's acknowledgment that it
     has funded the Discretionary Lease Line and Borrower hereby directs that
     upon receipt of such acknowledgment and increase in the Maximum Revolving
     Credit Amount Agent disburse Five Hundred Thousand Dollars ($500,000.00) as
     payment to Agent for the ratable benefit of Banks as a permanent principal
     reduction of the Term Loan. Such payment by Borrower shall constitute a
     payment of a portion of the unpaid Tax Refund payment due July 31, 2000.

          9.13 Cash Flow Projections. On or before June 22, 2000 (or such later
     date as may be agreed to in writing by the Agent), Borrower shall prepare
     and

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     deliver to Agent a thirteen (13) week cash flow forecast (the "Cash Flow
     Projection").

          9.14 Amendment to Pledge Agreement. The requirements of Section 5.1(u)
     of this Agreement remain in effect. Accordingly, upon Borrower's receipt of
     any capital stock certificates evidencing its stock ownership in Infotech
     Enterprises Ltd., Borrower shall deliver such stock certificates and
     appropriate blank stock powers to the Agent. On or before June 15, 2000,
     Borrower shall: (i) deliver to Agent reasonable evidence of Borrower's
     ownership interest in Infotech Enterprises Ltd.; and (ii) execute and
     deliver to Agent an amendment of the Pledge Agreement to include the stock
     or other ownership interest of Borrower in Infotech Enterprises Ltd. as
     Collateral.

          9.15 Business Plan. As soon as available but in any event no later
     than July 10, 2000, the business plan of Borrower and Guarantors for the
     balance of fiscal year 2000 and fiscal year 2001.

          9.16 Delivery of Contracts. Within fifteen (15) days after written
     request therefor, Borrower shall deliver to Agent copies of Borrower's and
     Guarantors' contracts with their respective customers in connection with
     those Accounts Receivable which equal at eighty percent (80%) of the dollar
     amount of Borrower's Accounts Receivable outstanding as at April 30, 2000.

          9.17 No Additional Debt. Except for any Debt incurred in an amount not
     to exceed Five Hundred Thousand Dollars ($500,000.00) to pay the balance of
     the purchase price of the LIDAR system, the terms of which Debt, if with
     other than Banc One Leasing, must be approved in writing by Agent prior to
     being incurred, Borrower and Guarantors shall not create, incur or suffer
     to exist, or permit any Guarantor to create, incur or suffer to exist, any
     Debt except, (i) Debt hereunder; and (ii) intercompany Debt; and (iii) Debt
     incurred prior to the date of the Sixth Amendment and permitted at the time
     incurred under the terms of Section 5.2(d) of this Agreement.

4.   Lease Commitment. Borrower hereby requests, and Banc One Leasing, hereby
agrees, that Banc One Leasing reduce the remaining unfunded portion of the Lease
Commitment in the amount Four Million Six Hundred Ninety-Three Thousand Two
Hundred Fifteen and 67/100 Dollars ($4,693,215.67) to Five Hundred Thousand
Dollars ($500,000.00) and that the funding thereof be discretionary with Banc
One Leasing. Borrower acknowledges that Banc One Leasing does not have any
further obligations under the Lease Commitment nor any obligation to fund any
Lease. Borrower further acknowledges that in the event Banc One Leasing elects
not to fund the Five Hundred Thousand Dollar ($500,000.00) discretionary lease
line by June 3, 2000, such discretionary lease line is withdrawn. Banc One
Leasing shall give Agent written notice of any

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decision by Banc One Leasing to fund this discretionary lease line and of the
actual funding thereof.

5.   Fee. On the effective date hereof, Borrower shall pay to Agent for the
ratable benefit of Banks a restructure and waiver fee in the amount of
Thirty-Five Thousand Six Hundred Dollars ($35, 600.00) for the period from April
15, 2000 through July 31, 2000 (the "Restructure Fee").

6.   Conditions Precedent. This Amendment shall be effective when each of the
following have been satisfied:

     (a)  Agent has received the Restructure Fee required by Paragraph 5 of this
     Amendment;

     (b)  Agent has received the Three Hundred Thousand Dollar ($300,000.00)
     Term Loan payment required by Section 9.11 of the Credit Agreement, as
     amended hereby;

     (c)  Borrower, each Guarantor, Agent, each Bank and Banc One Leasing has
     executed this Amendment and Agent has received a counterpart originally
     executed by each of the foregoing;

     (d)  Within five Banking Days after the date of this Amendment, Borrower
     and each Guarantor has delivered to Agent resolutions of its board of
     directors authorizing the execution and delivery of this Amendment and the
     performance of the obligations of Borrower and each Guarantor hereunder.
     Notwithstanding any provision of this Amendment or the Credit Agreement, as
     hereby amended, to the contrary, the failure to deliver to Agent the
     resolutions required by this Section 6(d) within five Banking Days shall
     constitute an Event of Default; and

     (e)  Borrower and each Guarantor shall have delivered a certificate of its
     secretary stating the names of those officers of Borrower and each
     Guarantor authorized to execute this Amendment, each containing a specimen
     signature of each such officer.

7.   RELEASE OF BANKS, AGENT AND BANC ONE LEASING. BORROWER AND GUARANTORS
HEREBY FOREVER RELEASE AND DISCHARGE BANKS, AGENT AND BANC ONE LEASING, FROM,
AND HEREBY FOREVER RELINQUISH AND WAIVE, ANY AND ALL DEBTS, DEMANDS, CLAIMS,
LIABILITY, SUITS, PROCEEDINGS, EXPENSES, ACTIONS AND CAUSES OF ACTION
WHATSOEVER, OF EVERY KIND, NAME AND NATURE, KNOWN AND UNKNOWN, WHETHER OR NOT
FOUNDED IN FACT OR IN LAW, AND WHETHER IN LAW OR IN EQUITY OR OTHERWISE,
HERETOFORE OR NOW EXISTING OR HEREAFTER ARISING IN ANY MANNER WHATSOEVER ARISING
FROM, IN CONNECTION WITH OR WITH RESPECT TO FACTS ARISING BEFORE OR IN EXISTENCE
AS OF THE DATE OF EXECUTION OF THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION,
ANY LOAN TO

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BORROWER, ANY REQUEST FOR WAIVER OF ANY COVENANT OR CONDITION OF THE CREDIT
AGREEMENT, ANY GUARANTY OR GUARANTEE OF GUARANTORS, ANY COLLATERAL GRANTED TO
BANKS OR AGENT TO SECURE ANY OBLIGATION OF ANY OF BORROWER OR GUARANTORS TO
BANKS OR AGENT, ANY NEGOTIATIONS BETWEEN BANKS OR AGENT AND THE BORROWER OR ANY
GUARANTOR WITH RESPECT TO ANY OF THE FOREGOING, THE LEASE COMMITMENT, THE
LEASES, ANY FAILURE TO FUND ANY LEASE, ANY NEGOTIATIONS BETWEEN BANC ONE LEASING
AND THE BORROWER OR ANY GUARANTOR OR ANY OTHER MATTER INVOLVING BORROWER,
GUARANTORS OR ANY OF THEM, AND ANY OTHER ACT, ACTION, DECISION, INACTION,
REFUSAL TO ACT, FORBEARANCE OR OMISSION OF BANKS, AGENT, BANC ONE LEASING OR ANY
OFFICER, DIRECTOR, EMPLOYEE, ATTORNEY OR OTHER AGENT OF BANKS, AGENT OR BANC ONE
LEASING OR ANY OTHER MEMBER OF THE BANK/AGENT GROUP. WITHOUT IN ANY MANNER
LIMITING THE SCOPE OF THE RELEASE CONTAINED IN THIS SECTION 7, BORROWER AND
GUARANTORS EXPRESSLY AGREE THAT THEY HAVE CONSULTED, OR HAD ANY OPPORTUNITY TO
CONSULT, WITH LEGAL COUNSEL WITH RESPECT TO THE RELEASE CONTAINED IN THIS
AMENDMENT, THEY UNDERSTAND THAT THIS AMENDMENT CONTAINS A RELEASE OF THE
BROADEST POSSIBLE NATURE AND RESULTS IN THE RELEASE OF THOSE CLAIMS KNOWN TO THE
PARTIES AND THOSE CLAIMS WHICH ARE NOT KNOWN TO THE PARTIES AND, FURTHERMORE,
THAT THE RELEASE HEREBY GIVEN IS GIVEN IN EACH AND EVERY CAPACITY WHICH THE
PARTY HOLDS AND RELEASES NOT ONLY THOSE CLAIMS WHICH THE PARTY MIGHT HAVE
BROUGHT DIRECTLY PRIOR TO THE EXECUTION OF THIS AMENDMENT BUT ALSO THOSE CLAIMS
WHICH MAY HAVE BEEN BROUGHT INDIRECTLY OR DERIVATIVELY BY BORROWER OR
GUARANTORS. BORROWER AND EACH OF THE GUARANTORS SHALL BE DEEMED TO HAVE
RELEASED, RELINQUISHED, WAIVED AND DISCHARGED EACH AND EVERY CLAIM ANY OF THEM
MAY HAVE WHETHER NOW EXISTING OR HEREAFTER ARISING TO THE FULLEST EXTENT
POSSIBLE AS HEREINBEFORE PROVIDED. BORROWER AND GUARANTORS ACKNOWLEDGE THAT THE
PROVISIONS OF THIS SECTION 7 ARE A MATERIAL INDUCEMENT FOR THE BANKS AND AGENT
TO ENTER INTO THIS AMENDMENT. For the purposes of this Section 7, Banks and
Agent shall mean Bank One, Colorado, N.A., Bank One, Indiana, N.A., KeyBank
National Association, National City Bank of Indiana, National City Bank,
Indiana, The Fifth Third Bank of Central Indiana and their
predecessors-in-interest, the parent company of any of them, all other
affiliates of Banks and Agent and all subsidiaries, direct or indirect, of
Banks, Agent and any other member of the Bank/Agent Group (as hereinafter
defined). For the purposes of this Section 7, Banc One Leasing shall mean Banc
One Leasing Corporation, any predecessor-in-interest, its parent company and all
other affiliates of Banc One Leasing Corporation and all subsidiaries, direct or
indirect, of Bank One Leasing Corporation and any other member of the Bank/Agent
Group. For the purposes of this Section 7, Bank/Agent Group shall mean Banks,
Agent, Banc One Leasing, the parent company of any of them, all other affiliates
of any of them and all subsidiaries, direct or indirect, of Banks, Agent, Banc
One Leasing and any other member

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of the Bank/Agent Group and all officers, directors, employees, attorneys and
other agents of Banks, Agent, Banc One Leasing and all other members of the
Bank/Agent Group.

8.   Further Agreements/No Course of Dealing Established. Borrower and
Guarantors, jointly and severally, hereby acknowledge and agree that:

     (a)  This Amendment does not constitute, and, except as expressly set forth
     herein, no agreement, compromise or settlement of any kind has been reached
     between Banks and Borrower or any Guarantor regarding, a reinstatement,
     restructuring or modification of the Obligations or any portion thereof or
     of any of the Loan Instruments, and no such agreement shall exist or be
     deemed to exist unless and until all parties thereto execute and deliver
     complete documentation setting forth the terms of any such reinstatement,
     restructuring or modification;

     (b)  Banks are not obligated to reach any further agreement concerning the
     reinstatement, restructure or modification of the Obligations or any of the
     Loan Instruments; and

     (c)  Neither this Amendment, nor any action taken or forbearance by Banks
     pursuant to this Amendment, shall impair, prejudice, or in any other manner
     affect the rights of Agent or Banks in and to any of the Collateral
     (including, without limitation, any proceeds thereof) or establish or be
     deemed to establish any precedent or course of dealing with respect to any
     of the Obligations or Collateral.

9.   Consent of Guarantor. Each of the Guarantors hereby expressly consent to
the execution and delivery of this Amendment by each of the parties to this
Amendment, including Banks and Banc One Leasing, and to the performance by
Borrower, Guarantors, Agent, Banks and Banc One Leasing pursuant to this
Amendment and agrees that neither the provisions of this Amendment nor any
action taken or not taken in accordance with the terms of this Amendment shall
constitute a termination, extinguishment, release or discharge of any of the
Obligations or the liability of the Borrower with respect thereto or the
obligations of any Guarantor or provide a defense, setoff or counterclaim to the
Borrower or any Guarantor with respect to any of the Obligations under the
Credit Agreement, any Guarantee in favor of Agents or Banks, as applicable, or
any Lease now existing or hereafter arising.

10.  Survival/No Third Party Beneficiaries. All of the acknowledgments,
representations, warranties, covenants and agreements of the Borrower and each
of the Guarantors shall survive and continue in full force and effect from and
after the closing of this Amendment. There are no third party beneficiaries of
or to this Amendment.

11.  No Joint Venture. Borrower and Guarantors acknowledge that the relationship
between Borrower and Guarantors, on the one hand, and Agent, Banks and Banc One
Leasing, on the other, is strictly that of "debtor/creditor", and that this
Amendment shall not be construed as

<PAGE>   13

creating a partnership, joint venture or co-venture between them. Borrower and
Guarantors acknowledge and agree that neither Agent, any of the Banks nor Banc
One Leasing is a fiduciary with respect to them, or the creditors or equity
security holders of Borrower or Guarantors.

12.  Counterparts. This Amendment may be executed in several counterparts and by
each party on a separate counterpart, each of which when so executed and
delivered shall be an original, and all of which together shall constitute one
instrument.

13.  Entire Agreement. This Amendment embodies the entire agreement and
understanding between Borrower, Guarantors, Agent, Banks and Banc One Leasing
with respect to the subject matter hereof, and supersedes all prior agreements
and understandings relating to its subject matter. This Amendment may not be
amended or in any manner modified unless such amendment or modification is in
writing and signed by all of the parties hereto.

14.  Ratification. Borrower and each Guarantor hereby ratifies and confirms its
Obligations under the Credit Agreement and the other Loan Instruments, as
amended hereby, and the liens and security interests created thereby, and
acknowledges that it has no defenses, claims or setoffs to the enforcement by
Agent or Banks of Borrower's and/or Guarantors' Obligations under the Credit
Agreement and the other Loan Instruments, as amended hereby.

15.  Continued Effectiveness. Except as expressly provided herein, the Credit
Agreement and the Loan Instruments shall remain in full force and effect in
accordance with their respective terms.

16.  Expenses. Borrower agrees to pay or reimburse on demand all reasonable
costs and expenses of the Agent incurred in connection with the preparation,
execution, delivery or enforcement of this Amendment and the other agreements,
documents and instruments provided for herein.

17.  Applicable Law. This Amendment shall be governed by and construed in
accordance with the substantive law of the State of Indiana notwithstanding the
fact that the conflict of law provisions of Indiana law may require the
application of the substantive law of another jurisdiction.

     IN WITNESS WHEREOF, the parties have executed this Amendment.

                                        ANALYTICAL SURVEYS, INC., as Borrower


                                        By:


                                                  Printed Name and Title

<PAGE>   14


                                        MSE CORPORATION, as Guarantor and lease
                                        guarantor


                                        By:


                                                  Printed Name and Title


                                        ASI LANDMARK, INC., as Guarantor and
                                        lease guarantor


                                        By:


                                                  Printed Name and Title


                                        ASI OF PUERTO RICO, INC., as Guarantor


                                        By:


                                                  Printed Name and Title


                                        MSE HOLDING COMPANY, as Guarantor


                                        By:


                                                  Printed Name and Title


<PAGE>   15


                                        MSE LLC, as Guarantor


                                        By:


                                                  Printed Name and Title


                                        CARTOTECH, INC., as lease guarantor


                                        By:


                                                  Printed Name and Title


                                        INTELLIGRAPHICS INTERNATIONAL, INC.,
                                        also known as ASI TECHNOLOGIES
                                        (INTELLIGRAPHICS), as lease guarantor


                                        By:


                                                  Printed Name and Title


                                        SURVEY HOLDINGS, INC., as Guarantor and
                                        lease guarantor


                                        By:


                                                  Printed Name and Title


<PAGE>   16


                                        BANK ONE, COLORADO, N.A., as Agent and
                                        Bank


                                        By:
                                             Richard M. Hixson, Officer


                                        KEYBANK NATIONAL ASSOCIATION, as Bank


                                        By:


                                                  Printed Name and Title


                                        THE FIFTH THIRD BANK OF CENTRAL INDIANA,
                                        as Bank


                                        By:


                                                  Printed Name and Title


                                        NATIONAL CITY BANK OF INDIANA, as Bank


                                        By:


                                                  Printed Name and Title


                                        BANC ONE LEASING CORPORATION


                                        By:
                                             Michael B. Anthony, Special Assets
                                             Officer