AGREEMENT AND PLAN OF MERGER


                                  by and among

                           EARTH SEARCH SCIENCES INC.
                              (a Utah corporation),

                              ESS ACQUISITION CORP.
                            (a Virginia corporation),

                    SPACE TECHNOLOGY DEVELOPMENT CORPORATION
                            (a Virginia corporation),


                       Bruce D. Berkowitz, Burton Edelson,
                Craig E. Musick, Lloyd Preslar, Lenore M. Rumpf,
        Paul C. and Patricia J. Setze, and Helmut Sonnenfeldt as trustee,
          the Shareholders of Space Technology Development Corporation




                          Dated as of November 15, 1999
<PAGE>

                          AGREEMENT AND PLAN OF MERGER


                  THIS  AGREEMENT  AND PLAN OF MERGER,  dated as of November 15,
1999 (the  "Agreement"),  is by and among EARTH  SEARCH  SCIENCES  INC.,  a Utah
corporation (the "Parent"),  ESS ACQUISITION CORP., a Virginia  corporation (the
"Acquisition  Sub"),  SPACE  TECHNOLOGY  DEVELOPMENT  CORPORATION,   a  Virginia
corporation  (the  "Company")  and the  individual  shareholders  of the Company
parties hereto (the "Shareholders").


                                   BACKGROUND

               The  Company  is a  party  to an  Agreement  for  Naval  EarthMap
               Observer ("NEMO"),  a hyperspectral  imaging satellite,  with the
               United States Office of Naval  Research,  dated December 10, 1997
               (as amended,  modified,  or otherwise  supplemented  from time to
               time, the "Contract");

               In  connection  with the  Contract,  the Company has entered into
               certain  agreements with various  subcontractors  with respect to
               one or more aspects of NEMO (such companies, the "Subcontractors"
               and such agreements, the "Subcontracts");

               The  Shareholders  are the legal and beneficial  owners of all of
               the  outstanding  capital  stock of the  Company  as set forth on
               Schedule A hereto;

               The Parent has formed the  Acquisition  Sub for the  purposes  of
               this  Agreement  and  owns  100%  of  the  capital  stock  of the
               Acquisition Sub; and

               The Shareholders, the Parent, the Acquisition Sub and the Company
               desire  that  the  Acquisition  Sub be  merged  with and into the
               Company on the terms and conditions hereof.

               The Parent expects to enter into a joint venture with one or more
               major  industrial  companies who are  interested in making equity
               investments  in the NEMO  project.  The Parent  expects  that the
               joint venture will be formed  either by direct  investment in the
               survivor of the merger of the Company and the  Acquisition Sub or
               by  investment  in a  successor  entity  of such  survivor  (such
               survivor or successor entity, hereafter "NEMOCo").


                                   AGREEMENTS

                  In  consideration  of the  background  and  of the  respective
representations  and  warranties   hereinafter  set  forth  and  the  respective
covenants  and  agreements  contained  in this  Agreement,  and  intending to be
legally bound hereby, the parties hereto agree as follows:


                       THE MERGER AND OTHER CONSIDERATION

                   The  Merger.  Subject  to the  terms and  conditions  of this
Agreement and applicable law, and in reliance on the representations, warranties
and covenants  contained in this  Agreement,  at the Effective  Time (as defined
below),  the  Acquisition  Sub shall be merged  with and into the  Company  (the
"Merger")  which  shall be the  surviving  corporation  (in such  capacity,  the
"Surviving Corporation"), and which shall continue to be governed by the laws of
the  Commonwealth  of  Virginia.  From and  after  the  Closing,  the  corporate
existence of the Company, with all its rights, privileges and immunities,  shall
continue unaffected and unimpaired by the Merger, and the corporate existence of
the Acquisition  Sub, with all its rights,  privileges and immunities,  shall be
merged into the Company and the Company shall, as the Surviving Corporation,  be
fully  vested   therewith  in  accordance   with  the  applicable  laws  of  the
Commonwealth of Virginia.  The separate existence and corporate  organization of
the Acquisition Sub, except insofar as they may be continued by law, shall cease
at the Effective Time. The Merger is intended to be a reorganization  within the
meaning of Section 368(a) of the Internal  Revenue Code of 1986, as amended (the
"Code"), and the parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368 of the Code.

                  Effective  Time;   Closing.   As  soon  as  practicable  after
satisfaction or waiver of all conditions to the Merger,  the parties shall cause
a certificate of merger (the "Merger Certificate") to be filed and recorded with
the appropriate state authorities and shall take all such further actions as may
be required by law to make the Merger  effective.  The Merger shall be effective
at such time as the Merger  Certificate is filed with such state  authorities or
at such later time as is specified  in the Merger  Certificate  (the  "Effective
Time").  Immediately  prior to the filing of the Merger  Certificate,  a closing
(the  "Closing")  will  be  held at the  offices  of  Ballard  Spahr  Andrews  &
Ingersoll,  LLP, 601 13th Street N.W.,  Suite 1000 South,  Washington,  D.C., at
10:00 a.m.,  local time.  It is  intended  that the Closing  shall take place on
December 15, 1999, or at such other time as the parties may agree, but not later
than  December  31,  1999.  The date on which the Closing  occurs is referred to
herein as the "Closing Date."

                  Articles  of   Incorporation;   Bylaws.   The  Bylaws  of  the
Acquisition Sub in effect  immediately prior to the Effective Time, shall be the
Bylaws of the Surviving Corporation immediately after the Effective Time and the
Articles of  Incorporation  immediately  after the Effective Time shall be those
filed with the Merger Certificate.

                  Directors  and  Officers.  The  directors  and officers of the
Acquisition Sub (as identified by the Parent) immediately prior to the Effective
Time  shall  be  the  directors  and  officers  of  the  Surviving   Corporation
immediately after the Effective Time, each to hold office in accordance with the
Articles of Incorporation and Bylaws of the Surviving Corporation.  The Board of
Directors of the Surviving  Corporation  may designate such other officers as it
determines.  If, at the  Effective  Time, a vacancy  shall exist in the Board of
Directors  or in any of the offices of the  Surviving  Corporation  by reason of
death or inability to act, or for any other  reason,  such vacancy may be filled
in the manner provided in the Bylaws of the Surviving Corporation.

               Exchange of Stock and Options. At the Effective Time, by virtue
of the Merger and as consideration therefor, the following shall take place:

                           Each issued and outstanding  share of common stock of
         the Company ("Company Shares") shall be converted into and become

                                    (i) the right to receive an amount of common
                  stock of the  Parent  ("Parent  Shares")  equal  to  4,000,000
                  divided by the number of Company Shares issued and outstanding
                  on the  Effective  Date.  The Parent  Shares  shall be divided
                  amongst the  Shareholders  in proportion to the  percentage of
                  Company Shares set forth on Schedule A; and

                                    (ii) the right (as more fully described in a
                  separate agreement among the Parent or the Acquisition Sub and
                  the Shareholders) to purchase an amount of Parent Shares equal
                  to 4,000,000  divided by the number of Company  Shares  issued
                  and outstanding on the Effective Date in the aggregate  amount
                  for all Shareholders and at the prices set forth below, at any
                  time before the date two years after a  successful  launch and
                  deployment  of  NEMO  (the  "Launch").   The  rights  of  each
                  Shareholder to purchase such additional Parent Shares shall be
                  in proportion to the percentage of Company Shares set forth on
                  Schedule A.

         Number of Parent Shares                     Price Per Share
                  500,000                                     $0.50
                  500,000                                     $1.00
                  500,000                                     $1.50
                  1,250,000                                   $2.00
                  750,000                                     $3.00
                  250,000                                     $4.00
                  250,000                                     $5.00
                  --------
Total             4,000,000

                           Each of the Shareholders  shall deliver to the Parent
         all of the  certificates  for Company  Shares held by it on the Closing
         Date.  The Parent shall  deliver to each of the  Shareholders  or their
         designees on the Closing  Date  certificates,  duly  endorsed in blank,
         evidencing  the number of Parent  Shares into which the Company  Shares
         held by such Shareholder are convertible under this Section.

                           All  Company  Shares  held  by  the  Company  at  the
         Effective  Time as  treasury  stock shall be  cancelled  and no payment
         shall be made with respect thereto.

With  respect  to all  Parent  Shares  owned or  purchased  by the  Shareholders
pursuant to this  Section 1.5 (or the separate  agreements  referred to herein),
but  excluding  the  Deposit  Shares  (as  defined  below),  the  Parent and the
Acquisition Sub guarantee that, until the second anniversary of the Launch, such
shares shall not be diluted by the future issuance of Parent Shares or rights to
purchase Parent Shares to the Officers and Directors of Parent, members of their
immediate families or companies  controlled by any of them.  Notwithstanding the
preceding  sentence,  nothing  herein shall limit the Parent's right to issue or
sell Parent  Shares or rights to purchase  Parent  Shares (i) in a sale in which
the  Shareholders are provided rights to sell Parent Shares on the same terms as
are offered to the Officers and  Directors of the Parent,  or (ii) if the Parent
Shares owned by the  Shareholders  are  registered  for public sale or otherwise
eligible for sale without restriction.

                  No  Fractional  Shares.   Notwithstanding  the  foregoing,  no
certificates  representing  fractional  Parent  Shares  shall be issued upon the
surrender  for  exchange  of Company  Shares and no  fractional  interest  shall
entitle the owner to vote or to any rights of a security holder.

                  Deposit.  The Parent shall hold 400,000 shares of common stock
of the Parent  (the  "Deposit  Shares")  for the  benefit  of the  Shareholders,
subject to the terms of this  Agreement.  In the event that (a) the Closing does
not occur on or before the date  required  herein,  as it may be extended,  as a
result  of  the  Parent's  or the  Acquisition  Sub's  failure  to  satisfy  the
conditions set forth in Section 4.2 or its  obligations set forth in Section 4.3
as those sections may be amended, and (ii) the Shareholders and the Company have
not failed to satisfy  any of the  conditions  set forth in Section 4.1 or their
obligations  set forth in Section  4.3 as those  sections  may be  amended,  the
Parent shall deliver the Deposit  Shares to the  Shareholders  to be distributed
among  them in  proportion  to the number of  Company  Shares  held by each such
Shareholder  as set forth on  Schedule  A. In the event that the  Closing  takes
place,  the  Shareholders  shall have no rights to or  interest  in the  Deposit
Shares. This Section 1.7 shall survive the termination of the Agreement.

                  Tax-Free  Reorganization.  None of the parties will  knowingly
take  any  action  that  would  cause  the  Merger  to  fail  to  qualify  as  a
reorganization  within the  meaning of Section  368(a) of the Code.  Each of the
parties  shall  report the Merger for income tax  purposes  as a  reorganization
within the meaning of Section  368(a) of the Code (and any  comparable  state or
local tax statute).

         REPRESENTATIONS AND WARRANTIES  OF THE SHAREHOLDERS

                  Each of the Shareholders represents and warrants to the Parent
and the Acquisition Sub that, as of the date hereof:

                  Organization,  Qualification  and  Power.  The  Company  is  a
Virginia  corporation  in good standing  under the laws of the  Commonwealth  of
Virginia,  and EarthMap,  Inc.  ("Earthmap"),  a wholly-owned  subsidiary of the
Company,  is a  Virginia  corporation  in good  standing  under  the laws of the
Commonwealth of Virginia, and each of the Company and Earthmap has all requisite
power and authority to own,  operate and lease the properties and assets that it
now owns,  operates  or leases and to carry on its  business  as it is now being
conducted.

                  Authorization.  The Company has full power and authority under
its  governing  documents to enter into this  Agreement  and to  consummate  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by the Board of Directors and the stockholders of the Company, and no
other  corporate  proceedings  on the  part  of the  Company  are  necessary  to
authorize this Agreement or to consummate the transactions  contemplated hereby.
This  Agreement  has  been  duly  executed  and  delivered  by the  Company  and
constitutes  the valid and binding  agreement  of the  Company,  enforceable  in
accordance with its terms.

                  Title to Company Shares and Related Matters.

                           The Shares listed on Schedule A are all of the issued
and outstanding capital stock of the Company.  The Company is the owner of 100%
of the outstanding  capital stock of Earthmap.  There are no outstanding written
or oral  subscriptions,  options, warrants, preemptive rights, conversion
rights, contracts, calls, commitments or demands of any character  relating to
the issued and  outstanding  or authorized but unissued capital stock of the
Company or Earthmap or to which the Company or Earthmap is a party or by which
it or its  capital  stock is bound that will not be terminated at or before the
Closing.  No proxy has been granted to any person with respect to any of such
capital stock.

                           All of the Company Shares are validly  issued,  fully
paid and non-assessable.

                  Restricted Shares

                           Each of the Shareholders is acquiring the Parent
Shares for its own account and not with a view to distributing them. Each
Shareholder understands that it must bear the  economic  risk of its  ownership
of the Parent  Shares  because the Parent Shares have not been nor will they be
registered  for sale under the  Securities Act of 1933 (the  "1933  Act"),  or
under  any  applicable  blue sky  laws,  and therefore may not be resold by the
Shareholders unless  subsequently  registered for sale  under the 1933 Act and
any applicable blue sky laws or an exemption from such registration is
available.

                           Each of the Shareholders has received a copy of the
Parent's most recent filings with the Securities  Exchange Commission and has
made such other investigation of the Parent and the Acquisition Sub as it has
deemed appropriate.
                  Legal Proceedings.  Except as set forth on Schedule 2.5, there
are no suits,  actions,  claims,  proceedings  (including,  without  limitation,
arbitration or administrative proceedings) or investigations pending or, to such
Shareholder's knowledge,  threatened against the Company or Earthmap or, to such
Shareholder's knowledge, pending or threatened against, relating to or involving
any of the officers, directors,  employees, agents or consultants of the Company
or Earthmap in  connection  with the  business of the Company or Earthmap or the
Contract  or  any  Subcontract.  There  are  no  such  suits,  actions,  claims,
proceedings or  investigations  pending,  or, to such  Shareholder's  knowledge,
threatened,   challenging   the  validity  or  propriety  of  the   transactions
contemplated by this Agreement. There is no judgment, order, injunction,  decree
or award (whether issued by a court, an arbitrator or an administrative  agency)
to which the Company,  Earthmap or such Shareholder is a party, or involving the
property  or assets  used in the  conduct  of the  business  of the  Company  or
Earthmap, which is unsatisfied or which requires continuing compliance therewith
by the Company or Earthmap.

                  Employee,  Labor  Matters.  Except  as set  forth on  Schedule
2.6(a) hereto, (i) neither the Company nor Earthmap currently maintains,  nor is
currently  obligated to contribute  to, any of the  following  types of employee
benefit  plans:  any welfare plan as defined in the Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA");  any pension  plan,  as defined in
Section  3(2) of ERISA;  any  bonus or  profit  sharing  plan;  any  retirement,
insurance, bonus, deferred compensation or other similar plan or arrangement; or
any group health,  medical,  dental insurance plan, fringe benefit,  vacation or
sick leave plan. Except as set forth on Schedule 2.6(b), neither the Company nor
Earthmap  is a party to any  employment  agreement  or  consulting  arrangement.
Neither the Company nor Earthmap is a party to or obligated under any collective
bargaining or other labor agreement, or deferred compensation agreement.

                  Taxes.

                           Each of the Company and Earthmap  has, in  accordance
         with applicable law, filed all returns that are required to be filed by
         it for any Taxes (as defined  below).  For purposes of this  Agreement,
         "Taxes"  shall  mean all income or profits  taxes  (including,  but not
         limited to,  foreign and federal  income taxes and state income taxes),
         estimated taxes, payroll and employee  withholding taxes,  unemployment
         insurance,  social  security  taxes,  sales and use  taxes,  ad valorem
         taxes,  value added taxes,  excise  taxes,  capital  stock or franchise
         taxes, gross receipts taxes, business license taxes,  occupation taxes,
         real and personal  property taxes,  stamp taxes,  environmental  taxes,
         transfer  taxes,  workers'   compensation,   Pension  Benefit  Guaranty
         Corporation   premiums  and  other  governmental   charges,  and  other
         obligations  of the same or a similar  nature to any of the  foregoing,
         which a  corporation  may be  required  to pay,  withhold  or  collect,
         imposed by any federal, territorial, state, local or foreign government
         or any agency or political subdivision of any such government.

                           The  Company and  Earthmap  have paid all Taxes which
         have become due pursuant to the above  mentioned  returns and have paid
         all installments of estimated Taxes due.

                           All Taxes which the Company and Earthmap are required
         by law to withhold or to collect have been duly  withheld and collected
         and have been paid over to the proper  governmental  authorities to the
         extent due and payable.

                  Contracts.

                           Schedule 2.8 is a list of all Subcontracts to which
the Company is a party, and, with respect to each such Subcontract,  all known
defaults that have occurred and are continuing,  the committed amount, including
all change orders, the amount paid to date,  any  amounts  in  dispute,  and the
amount  remaining  to be paid for completion.

                           Subject to the defaults set forth on Schedule 2.8,
(i) to the best knowledge of such Shareholder,  all Subcontracts are valid,
binding and in full force and effect, and (ii) neither the Company nor any other
party to any such  Subcontract  has assigned  its rights or  obligations
thereunder  nor created or permitted to be imposed  any  liens,   attachments,
charges,   pledges,   security  interests, encumbrances or claims thereon of any
kind whatsoever.
                           Schedule 2.8 also lists all other material contracts,
not listed on another Schedule hereto, to which the Company is a party.

                  Compliance  with  Laws.  Except as set forth on  Schedule  2.9
hereto,  the  Company  and  Earthmap  are in  compliance  with all laws,  rules,
regulations,  orders,  injunctions  and  decrees  of any  court or  governmental
authority applicable to the Company or Earthmap.

                  Permits and Licenses.  Schedule 2.10 describes all Permits (as
defined  below),  the  governmental   authority  by  whom  granted,   and  where
applicable,  a summary of the geographic area and services or activities covered
by each and the date of grant thereof.  Except as set forth in Schedule 2.10, no
other Permits are required for the NEMO project. As used herein,  "Permit" shall
mean any action, approval,  consent,  waiver,  exemption,  variance,  franchise,
order,  permit,  authorization,  right or  license  of or from any  governmental
authority, including but not limited to the commercial remote sensing license of
the United  States  Department  of  Commerce.  All Permits are in full force and
effect and no suspension or cancellation of any have been  threatened.  True and
correct copies of all Permits have been delivered to the Parent.


                         REPRESENTATIONS AND WARRANTIES
                    OF THE PURCHASER AND THE ACQUISITION SUB

                  The Parent,  regarding itself and the Acquisition Sub, and the
Acquisition sub regarding  itself,  represent and warrant to the Company and the
Shareholders that, as of the date hereof:

                  Organization,  Qualification  and Power.  The Parent is a Utah
corporation  and the  Acquisition  Sub is a Virginia  corporation,  each in good
standing under the laws of its state of incorporation and each has all requisite
power and authority to own,  operate and lease the properties and assets that it
now owns,  operates  or leases and to carry on its  business  as it is now being
conducted.  Acquisition  Sub is a newly  formed  entity,  formed  solely for the
purpose of carrying out the transactions contemplated in this Agreement, and has
no other assets or activities.

                  Authorization.  The Parent and the  Acquisition  Sub each have
full power and authority  under their  respective  governing  documents to enter
into this Agreement and to consummate the transactions  contemplated hereby. The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby  have  been duly  authorized  by the Board of
Directors of the Parent and the Acquisition Sub and the sole  stockholder of the
Acquisition Sub, and no other corporate proceedings on the part of the Parent or
the  Acquisition  Sub are necessary to authorize this Agreement or to consummate
the transactions  contemplated hereby. This Agreement has been duly executed and
delivered by the Parent and the  Acquisition  Sub and  constitutes the valid and
binding  agreement  of the  Parent  and  the  Acquisition  Sub,  enforceable  in
accordance with its terms.

                  Title to Parent Shares and Related Matters.

                           Upon the issuance thereof, all of the Parent Shares
will be validly issued, fully paid and non-assessable.

                           None of the Parent Shares have been registered under
the 1933 Act and neither the Parent nor the Acquisition  Sub is under any
contractual  obligation to register any of the  Parent  Shares  under  the  1933
Act  except  as  provided  in this Agreement.

                  Restricted  Shares. The Parent is acquiring the Company Shares
for its  own  account  and not  with a view to  distributing  them.  The  Parent
understands  that it must bear the economic risk of its ownership of the Company
Shares  because the Company Shares have not been nor will they be registered for
sale under the 1933 Act, or under any  applicable  blue sky laws,  and therefore
may not be resold by the Parent unless  subsequently  registered  for sale under
the  1933  Act and any  applicable  blue  sky  laws or an  exemption  from  such
registration is available.

                    SEC Reports; No Material Adverse Change.

                           (a)      As of their respective dates, the Form 10-K
and Form 10-Q most recently filed by the Parent with the Securities and Exchange
Commission  (the "SEC Reports") (i) were prepared in compliance in all material
respects with the  requirements of the 1933 Act, and the rules and  regulations
of the  Securities and Exchange Commission  thereunder  applicable to such SEC
Reports,  and (ii) did not at the time they were filed (or if amended or
superseded by a filing prior to the date of this Agreement, then on the date of
such filing) contain any untrue statement of a  material  fact or omit to state
a  material  fact  required  to be  stated therein or necessary in order to make
the  statements  therein,  in the light of the circumstances under which they
were made, not misleading.

                           (b) Since the date of the most  recently  filed  Form
10-Q referred to in subsection 3.5(a),  except as disclosed to the Company and
the Shareholders,  there has not been any  material  adverse  change  in the
Parent's  condition  (financial  or otherwise),  properties,  assets,
liabilities or prospects, nor has any event or condition occurred which may
result in such a change.

         CONDITIONS TO CLOSING

                  Conditions to  Obligations  of The Parent and the  Acquisition
Sub.  The  obligations  of the Parent and the  Acquisition  Sub to complete  the
transactions hereunder are, at the option of the Parent and the Acquisition sub,
subject  to  and  contingent  upon  satisfaction  of  the  following  conditions
precedent, each of which is included for the exclusive benefit of the Parent and
the  Acquisition  Sub and may be waived by the Parent and the Acquisition Sub in
their discretion:

                           Certificates.  The representations and warranties of
the Shareholders contained in Article II and  paragraph  (c) below  shall be
true and  correct on and with the same force and effect as though such
representations  and  warranties  had been made on and as of the Effective Time;
all the terms, covenants and conditions of this  Agreement  shall  have been
duly  complied  with and  performed;  and each Shareholder shall have delivered
to the Parent a  certificate  to such effect, dated the Closing Date, signed by
such Shareholder.

                           Permits.  The Parent, the Acquisition Sub or the
Surviving Corporation (as applicable) shall have obtained all applicable Permits
required to permit the consummation by the  parties  of the  transactions
contemplated  by this  Agreement  and the performance  of the  obligations  of
the  Company  under  the  Contract and the Subcontracts,  and  any  modification
or  renegotiation  thereof  or  successor thereto.

                           Financial Statements; Material Adverse Change.  The
Parent shall have received the most recent audited  annual  consolidated
financial  statements and most recent interim  financial  statements of the
Company  prior to the Closing Date,  which shall  completely  and  accurately
set out and  disclose  in all  respects  the Company's  financial  condition
as of the date  thereof.  As of the date of the Closing,  the  Company  shall
represent  and  warrant  to the  Parent  and  the Acquisition  Sub that the
Company does not have any  indebtedness  or contingent obligations,  secured or
unsecured  (whether  accrued,  absolute,  contingent or otherwise),  of any
nature,  whether  or not  conditional  and  whether  or not repayable on demand,
other than those  stated in the  consolidated  financial statements  of the
Company.  Since the date of the annual  financial  statements referred to in the
preceding  sentence,  there shall not, except as disclosed in the interim
financial  statements  referred to in the preceding  sentence,  havebeen any
material  adverse  change in the  Company's  condition  (financial  or
otherwise),  properties,  assets,  liabilities or prospects  (including any such
change  caused by damage,  destruction  or loss,  whether or not insured and any
change caused by discontinued operations), nor shall any event or condition have
occurred which may result in such a change.

                           Completion of Due Diligence.  The Parent shall have
completed its due diligence investigation  of the  Company  and  there  shall be
no  material  liability  or obligation except with respect to the  Subcontracts,
or any lien or encumbrance upon or assignment of any Company assets that has not
been disclosed,  satisfied or indemnified to the  satisfaction  of the Parent.
Unless waived in writing by the Parent on or before the  Closing,  the
Shareholders,  the  Company  and (i) affiliated third parties shall have entered
into waivers, terminations, releases and other agreements, in form and substance
satisfactory to the Parent, as set forth on Schedule  4.1(d)(i)  hereto,  and
(ii)  applicable  unaffiliated  third parties  shall have  entered into waivers,
terminations,  releases  and other agreements,  in form and substance
satisfactory to the Parent,  as set forth on Schedule 4.1(d)(ii) hereto.

                           Delivery of the Company Shares.  The Shareholders
shall have delivered the Company Shares to the Parent, as required by
Section 1.5.

                           Renegotiation of Contract; Permits.  The United
States Office of Naval Research shall have  entered  into  modifications,
amendments  or  renewals  of  the  Contract satisfactory  to the Parent such
that, among other things,  neither the Company nor any other party is in default
thereunder and the Parent shall have received a  certificate  and opinion of
such other parties to the Contract to that effect satisfactory to the Parent.
The Parent or the Surviving  Corporation shall have obtained an assignment of,
or other rights to, each Permit  satisfactory  to the Parent.

                           Renegotiation of Subcontracts.  The parties to each
Subcontract shall have entered into modifications,  amendments or renewals of e
ach Subcontract  satisfactory to Parent  such  that  neither  the  Company  nor
any  other  party  is in  default thereunder and the terms of each  Subcontract
are consistent  with the terms of the Contract as amended,  modified or renewed
and the Parent shall have received certificates  and opinions of other parties
to the  Subcontracts  to that effect satisfactory to Parent.

                           Financing Arrangements.  The Parent or the
Acquisition Sub shall have arranged for suitable financing or other arrangements
satisfactory to the Parent to fund the completion  of the  Subcontracts  and the
Contract  including but not limited to obtaining equity investments in NEMOCo.

                           Material Contracts.  There shall be no material
contracts to which the Company is a party that have not been disclosed to the
Parent and copies thereof delivered to the Parent.

                           Merger Certificate.  The Company shall have executed
and delivered the Merger Certificate to the Parent and the Acquisition Sub.

                           Officer and Director Resignations.  Each officer and
director of the Company and Earthmap, Inc. shall have delivered his or her
resignation as an officer and/or director to the Parent and the Acquisition Sub.

                           (l)      Board of Directors and Shareholders'
Meeting.  Meetings of the Board of Directors  and the  shareholders  of the
Company shall have been duly called and noticed (or proper  written  waiver of
notice shall have been  obtained) for the Closing Date and the Board of
Directors  and  shareholders  of the Company shall have approved the Merger and
all transactions contemplated hereby.

                           (m)      Shareholder Release of Claims.  Each of the
Shareholders shall have executed and delivered to the Parent and the Acquisition
Sub a release of all claims that such Shareholder then has or thereafter
discovers against the Company, except for any claims arising out of or expressly
preserved by this  Agreement.  Each such release shall be in form and substance
satisfactory to the Parent.

                  Conditions to Obligations of the Shareholders. The obligations
of the Shareholders to complete the transactions hereunder are, at the option of
the  Shareholders,  subject to and contingent upon satisfaction of the following
conditions precedent, each of which is included for the exclusive benefit of the
Shareholders and may be waived only by the Shareholders:

                           Officers' Certificate.  The representations and
warranties of the Parent and the Acquisition  Sub  contained in Article III
shall be true and correct on and with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date;
all the terms,  covenants and conditions of this Agreement shall have been duly
complied with and performed;  and the Parent and the Acquisition Sub shall have
delivered to the Company and the Shareholders a certificate to such effect,
dated the Closing Date,  signed by the Parent and the Acquisition Sub.

                           Delivery of the Parent Shares.  The Parent or the
Acquisition Sub shall have delivered to the Shareholders the Parent Shares, as
required by Section 1.5.

                           (c)      Approvals.  The Board of Directors of the
Parent and the Acquisition Sub and the sole stockholder of the Acquisition Sub
shall have approved the transactions contemplated hereby.

                           (d)      Additional Agreements.  NEMOCo and the
Parent shall have executed and delivered the agreements contemplated by
Sections 4.3(c) and (d).

                  Due Diligence; Good Faith Efforts; Additional Agreements.

                           Access to Offices, Officers, Accountants, Due
Diligence, Etc.   From the date hereof until fifteen (15) days  thereafter (the
"Due Diligence  Period"),  the Company shall have afforded to the officers and
authorized representatives of the Parent (including  without  limitation,
attorneys,  accountants,  surveyors,  building inspectors, engineers,
environmental consultants,  insurance brokers, financial advisors and bankers)
access to the offices,  officers, properties, books and records of the Company,
including contact with attorneys,  accountants and other representatives of the
Company  and with any and all  persons the Parent  deems appropriate in order to
consummate the  transactions  contemplated  hereby, and shall have furnished the
Parent with such  additional contracts, financial and operating  data, and other
information as to the business and properties of the Company  as  the  Parent
may  from  time  to  time  reasonably   request.   All investigations  conducted
by the Parent and its agents shall have been conducted in such a manner as to
minimize,  to the  extent reasonably practicable, the disruption of the orderly
business  operations of the Company and the properties examined  shall have been
returned  to their  preexamination  condition  by the Parent.

                           Actions Before the Closing.  Between the date hereof
and the Closing Date, each of the Shareholders,  the  Company,  the  Parent  and
the  Acquisition  Sub shall  have exercised good faith and due diligence in
satisfying the conditions precedent to their  respective  obligations  and shall
have taken all  action  necessary  or desirable  to  carry  out and  perform
the  transactions  contemplated  by this Agreement  in  accordance  with
applicable  law.  In  particular  each  of  the Shareholders  and the  personnel
of the Company  shall assist the Parent and the Acquisition  Sub  in  carrying
out  the  renegotiations  of  the  Contract  and Subcontracts  contemplated by
Sections 4.1(f) and (g) as requested by the Parent and the Acquisition Sub but
shall not enter into any direct discussions with the
other  parties to the  Contract  (including,  but not  limited  to, any  regular
project meetings regarding the Contract) or Subcontracts except at the direction
of Parent. On or before the 10th day after the date hereof,  any schedule hereto
may be amended or supplemented  by the Company or the Sellers.  Between the date
hereof and the Closing Date, the Company:

                           (i)  shall operate its business in the ordinary
course and use reasonable efforts to preserve  and  maintain  its  business,
properties,   insurance,  goodwill  and intellectual and other property rights,
except as otherwise provided herein;

                           (ii) shall not sell,  transfer,  mortgage,  pledge or
permit any lien to be created on,
any of the Company's property or assets;
                           (iii) shall not incur any  obligation or liability or
make any expenditures except in
the ordinary course of business in excess of $5,000,  or incur any liability for
borrowed   money;   provided   that  payments  to  or   negotiations   with  the
Subcontractors shall not be considered to be in the ordinary course of business;

                           (iv) shall not change the compensation or benefits of
any employee, officer, director,
shareholder or consultant,  or enter into or modify any benefit plan, employment
or severance agreement or other agreement with any employee,  officer, director,
shareholder or consultant;

                           (v) shall not issue any capital  stock,  or grant any
option, warrant or other right to purchase shares of its capital stock, or
declare or pay any dividend or other distribution in respect of shares of its
capital stock;

                           (vi) shall not amend the Articles of Incorporation or
Bylaws of the Company; and

                           (vii) shall not take or omit to take any actions that
could be material to the
Company or NEMO, unless in the case of subsections (ii) through (vii), the prior
written consent of the Parent has been obtained.

(ii) Sales  Commissions.  At the  Closing,  NEMOCo shall enter into an agreement
with the  Shareholders  or their designee  providing that from the Closing until
the second  anniversary of the Launch,  the Shareholders or their designee shall
act as agents for NEMOCo for the sale of  hyperspectral  imaging data and NEMOCo
shall pay a commission to the Shareholders or their designee for revenues earned
by NEMOCo  from the  customers  introduced  to NEMOCo by  Shareholders  or their
designee  (that were not customers  prior to the Closing or introduced to NEMOCo
through its own efforts or the efforts of others) introduced by such Shareholder
after the Closing. Such commission shall equal 4% of gross revenues for the sale
of imaging products and services through the NEMO satellite.

                           (d)      Option and Exchange Agreements.

                           (i) At the Closing, the Parent, shall have entered
into an agreement with the Shareholders, pursuant to Sections 1.5(a)(ii) hereof.

                           (ii) The Parent  shall have entered into an agreement
with the Shareholders giving
the  Shareholders  the right to  exchange  their  Parent  Shares and  options to
acquire  Parent Shares  received  pursuant to Section  1.5(a)(ii)  for shares of
NEMOCo and  options to  acquire  shares of NEMOCo in amounts  that bear the same
proportion to Parent's  interest in NEMOCo after  investment by the other equity
partner or partners as the Parent  Shares and options to acquire  Parent  Shares
owned by the Shareholders  bear to the aggregate  outstanding  Parent Shares and
options to acquire Parent Shares. The aggregate purchase price under the options
shall  be the  same as the  aggregate  purchase  price  before  conversion,  but
allocated  to the  resulting  number of optioned  shares or interests in NEMOCo.
Such  agreement  will  terminate  upon the  earlier of (x) a public  offering of
NEMOCo shares, and (y) two years after the Launch.

                           (iii) The agreements  provided for in clauses (i) and
(ii) above shall provide for
typical  antidilution  protection in the event of stock splits, stock dividends,
reorganizations or recapitalizations of Parent and or NEMOCo.



                           SURVIVAL OF REPRESENTATIONS
                            AND WARRANTIES; INDEMNITY

                  Survival   of   Representations.   All   representations   and
warranties  made in Articles II and III of this Agreement  (including  Schedules
thereto) shall survive the transfer of the Company Shares and the Parent Shares.

                  Indemnity by the Shareholders. Each of the Shareholders agrees
jointly and severally to defend, indemnify and hold the Company, the Parent, and
the  Acquisition Sub and their  respective  officers,  directors,  shareholders,
affiliates,  employees  and  agents,  and  their  respective  heirs,  executors,
personal  representatives,  successors and assigns harmless from and against any
and all claims, actions, damages,  obligations,  losses, liabilities,  costs and
expenses  (including  attorneys'  fees,  costs of collection  and other costs of
defense)  (collectively  "Damages") resulting from: (a) any misrepresentation or
material  omission  from  or  breach  of  warranty  by any  Shareholder  made or
contained in this Agreement or the transactions contemplated hereby; and (b) any
liability  under any agreement  listed in items 1 through 4 on the first section
of Schedule  4.1(d)(ii)  that has not been terminated and a release of liability
obtained in favor of the Company on or prior to Closing.

                  Indemnity by The Parent and the  Acquisition  Sub. Each of the
Parent  and the  Acquisition  Sub  agrees  to  defend,  indemnify  and hold each
Shareholder and their respective officers, directors, shareholders,  affiliates,
employees  and  agents,   and  their  respective  heirs,   executors,   personal
representatives,  successors  and assigns  harmless from and against any and all
Damages resulting from any misrepresentation or material omission from or breach
of  warranty  by the Parent or the  Acquisition  Sub made or  contained  in this
Agreement or the transactions contemplated hereby.

                  Notice of Claims and  Potential  Claims.  Any  person  seeking
indemnity  under this Article V (an  "Indemnified  Person") shall be entitled to
make a claim for indemnity under Sections 5.2 or 5.3 hereof, as the case may be,
only if written notice,  specifying in reasonable detail the basis of the claim,
shall have been  provided to the party from which  indemnity  may be sought (the
"Indemnifying  Party") (a) within ninety (90) days after the Indemnified  Person
shall have become aware of facts  constituting  the basis for such claim, or (b)
if earlier,  in the case of any action or proceeding by a third party,  not more
than fifteen (15) days after the  commencement of such action or proceeding.  In
the case of any such action or proceeding by a third party, if the  Indemnifying
Party so elects or is  requested by the  Indemnified  Person,  the  Indemnifying
Party  will  assume the  defense of such  action or  proceeding,  including  the
employment of counsel reasonably  satisfactory to the Indemnified Person and the
payment of the fees and  disbursements of such counsel.  In the event,  however,
that such counsel  reasonably  determines  that its  representation  of both the
Indemnifying  Party  and one or more  Indemnified  Persons  would  present  such
counsel with a conflict of interest or if the Indemnifying Party fails to assume
the  defense  of  the  action  or  proceeding  in a  timely  manner,  then  such
Indemnified  Person may employ separate counsel to represent or defend it in any
such  action or  proceeding  and the  Indemnifying  Party  will pay the fees and
disbursements of such counsel;  provided,  however,  that the Indemnifying Party
will not be required to pay the fees and disbursements of more than one separate
law firm for all Indemnified Persons in any jurisdiction in any single action or
proceeding. The Indemnifying Party, in the defense of any such claim, shall not,
except with the prior written consent of the Indemnified Person,  consent to the
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant  or  plaintiff  to the
Indemnified  Person of a release  from all  liability  in respect of such claim.
Each party will  cooperate  with the other in resolving or attempting to resolve
any claim, and will permit the other party access to all books and records which
might be useful for such purpose,  during normal business hours and at the place
where the same are  normally  kept,  with full right to make  copies  thereof or
extracts  therefrom at the cost of the copying  party,  except to the extent any
such  disclosure  would  constitute a waiver of attorney client or attorney work
product  privilege or such disclosure would violate any third party  contractual
agreement or constitute a violation of any court order.

                  Limitation  of  Indemnification.  (a)  The  obligation  of the
Shareholders to indemnify the Indemnified Persons under Section 5.2 shall be for
all  Damages  suffered  by  the  Parent,  the  Acquisition  Sub  and  all  other
Indemnified Persons, up to an aggregate amount of Damages equal to the Indemnity
Limit (as  defined  below);  provided  that,  with  respect to the breach by any
Shareholder of any  representation or warranty  contained herein with respect to
taxes, the indemnification  obligation of such Shareholder shall terminate after
the  date  seven  years  after  the  Closing,  and  with  respect  to all  other
representations and warranties of the Shareholders  herein, such indemnification
obligation  shall  terminate  after  the date one year  after the  Closing.  The
Indemnity Limit shall be the greater of (i) $1,500,000 or (ii) 20% of the market
value of the  Parent  Shares  issued to all  Shareholders  pursuant  to  Section
1.5(a)(i)  and issuable to all  Shareholders  upon  exercise of options  granted
pursuant  to Section  1.5(a)(ii),  as adjusted  for the effect of stock  splits,
stock dividends, reorganizations or other recapitalizations;  provided, that the
Indemnity  Limit shall not be greater than  $3,000,000;  and  provided  further,
that, if the combined value  resulting from the calculation in clause (ii) above
(calculated  with  respect  to 100%  of the  Parent  Shares  and  options)  (the
"Securities'  Value") does not exceed  $1,500,000,  the Indemnity Limit shall be
the Securities' Value. A Shareholder may satisfy any obligation to indemnify any
Indemnified  Person by  delivering  Parent Shares having a market value equal to
the indemnification obligation. For purposes of this provision, the market value
of Parent Shares shall be equal to the average of the bid and asked price on the
date which is one day prior to the day that the notice  required  by Section 5.4
was sent by the Indemnified Person.

                           (b)      The obligation of the Parent and Acquisition
Sub to indemnify the Indemnified Persons under Section 5.3 shall be for all
Damages  suffered by the Shareholders and all other Indemnified  Persons up to
an aggregate amount of Damages equal to $500,000 and shall terminate one year
after the Closing.

                           (c)      Notwithstanding any provision herein to the
contrary, the limitations on indemnification  set  forth in the  preceding
paragraphs  (a) and (b) shall not apply in the event of fraud, intentional
misrepresentation or willful misconduct of the Indemnifying Party.

                           (d)      The obligation of the Indemnifying Parties
to indemnify the Indemnified Persons  under  Sections 5.2 and 5.3 shall
terminate on the  expiration  of the applicable  indemnification period provided
in this Section except as to matters as  to  which  an  Indemnified  Person  has
given  a  notice  of  a  claim  for indemnification  in accordance with Section
5.4 hereof on or prior to such date, in which case such claim shall survive
until finally resolved.


                                  MISCELLANEOUS

                  Further  Action  and  Covenants.   After  the  Closing,   each
Shareholder  shall, at its own expense and upon the request of the Parent or the
Surviving Corporation, take the actions to do, execute, acknowledge and deliver,
or cause to be done,  executed,  acknowledged  and  delivered,  all such further
acts,  deeds,  assignments,  transfers,  conveyances,  powers  of  attorney  and
assurances   as  may  be  reasonably   required  to  perfect  the   transactions
contemplated  herein and to fulfill and implement the terms of this Agreement or
realize the benefits intended to be afforded hereby.  Each party shall cooperate
with the other's  reasonable  requests as they relate to the Company  Shares and
the Parent Shares being  transferred and the liabilities being assumed hereunder
after the date of this Agreement.

                  Confidentiality.  Each of the Shareholders,  the Company,  the
Acquisition Sub and the Parent shall take all reasonable precautions to maintain
the  confidentiality of any nonpublic  information  concerning the other parties
("Confidential  Information")  as  provided  to  or  discovered  by  it  or  its
representatives  in the  course  of  negotiating  this  Agreement  and shall not
disclose  such  information  to  anyone  other  than (a) those  people  directly
involved in the  investigation  and negotiations  pertaining to the transactions
contemplated  by  this  Agreement,  including  without  limitation,   attorneys,
accountants,   appraisers,  insurance  brokers,  environmental  consultants  and
similar  representatives,  (b) such  lenders or investors as may be necessary to
finance  the   transactions   contemplated   hereby  and  (c)  such  persons  or
governmental authorities whose consents or approvals may be necessary or to whom
notice need be given to permit  consummation  of the  transactions  contemplated
hereby;  provided  that after the Closing,  the Parent and the  Acquisition  Sub
shall not be  subject  to this  provision  with  respect  to the  Company or the
Shareholders.   As  used  herein,   "Confidential   Information"  shall  exclude
information if and to the extent such  information  (i) is or becomes  generally
available to the public  without any party  violating any  obligation of secrecy
relating to the information disclosed, (ii) is received by a party in good faith
from a third party who discloses such  information on a  non-confidential  basis
without  violating  any  obligation  of  secrecy  relating  to  the  information
disclosed,  (iii) can be shown by the  recipient's  prior  records  to have been
already  known to the recipient  other than through  disclosure by a third party
which would not be subject to exclusion  based on clause (ii) above,  or (iv) is
required to be disclosed by order of a court or  regulatory  agency of competent
jurisdiction  or by the  securities  laws of the  United  States  or any  State.
Notwithstanding  anything to the contrary contained in this Section,  the Parent
and the Acquisition Sub shall not be in violation of this Section as a result of
its  discussions  and  negotiations  with any  parties  to the  Contract  or any
Subcontract.  This Section shall survive the Closing and any termination of this
Agreement.

                  Public  Statements.  Except as  required by any court or other
governmental authority,  prior to the Closing, no party to this Agreement shall,
without the prior  written  consent of the others,  which  consent  shall not be
unreasonably  withheld,  make or  cause to be made any  press  release  or other
public  statement or  announcement  that  directly or  indirectly  discloses the
transactions  contemplated  by this  Agreement  or the  identity  of the parties
hereto or  parties  being  acquired.  Except as  required  by any court or other
governmental authority,  after the Closing Date, neither party to this Agreement
shall make or cause to be made any press  release or other  public  statement or
announcement that directly or indirectly  discloses the consideration  exchanged
pursuant hereto.

                  Expenses.  Each party hereto shall bear its own expenses
incurred in connection with the negotiation, preparation, execution and
performance of this Agreement.

                  Post-Closing Employment. Except as expressly determined by the
Parent in its sole  discretion,  no person  employed by the Company or who is an
officer,  director or shareholder of the Company prior to the Closing shall have
any rights to continue in such position with the Surviving Corporation after the
Closing or December 31, 1999,  whichever is later. The Parent agrees to consider
each person  employed by the Company as of the Closing for  employment  with the
Surviving Corporation after the Closing.

                  Non-Competition. Each of the Shareholders who is an officer of
the Company  agrees that for a period of  eighteen  months  after the closing he
will not, without consent of the Parent, which consent shall not be unreasonably
withheld,  (i) be a director or officer of or act as a consultant or independent
contractor  to or own an  interest  of more than five  percent  or having a fair
market value in excess of $500,000 in a company, agency, or other entity that is
engaged  in  a  commercial   operation  involving  the  collection  or  sale  of
hyperspectral  imaging data  collected  from  satellites or aircraft  (each such
company, agency or entity,  hereafter a "Hyperspectral Imaging Concern") or (ii)
be an employee of a  Hyperspectral  Imaging Concern if his duties as an employee
would   materially   contribute  to  the   competitive   capabilities   of  such
Hyperspectral  Imaging  Concern  in  the  area  of  commercial  exploitation  of
hyperspectral imagery.

                  Termination of Agreement.  This Agreement may be terminated
and the transactions contemplated hereby may be abandoned:

                            by mutual written agreement among the all of the
         parties hereto;

                            by  the   Shareholders   or  the   Company  if  such
         transactions have not been consummated,  through no fault or failure of
         the Shareholders or the Company, on or before December 31, 1999; or

                            by the  Parent  if such  transactions  have not been
         consummated,  through no fault or failure of Parent or the  Acquisition
         Sub, on or before December 31, 1999.

                  Upon  any  termination  of  this  Agreement  pursuant  to this
Section,  this  Agreement  shall  become  void and  have no  effect,  except  as
explicitly provided otherwise herein.

                  Right of First Refusal.  Each of the Shareholders  agrees that
it will not sell, transfer,  convey,  pledge, assign or otherwise dispose of the
Parent Shares  received by it pursuant to this Agreement for two years after the
Closing, without first notifying the Parent of such Shareholder's intent to sell
and offering the Parent the opportunity to make an offer to purchase such Parent
Shares.

                  Registration  Rights.  In the event that at any time after the
Closing  Date,  the Parent shall  determine  to register  any of its  securities
either for its own  account or  otherwise,  other than a  registration  relating
solely to employee  benefit plans,  or a registration  relating solely to a Rule
145  transaction,  or a  registration  on any  registration  form which does not
permit secondary sales, the Parent will:

                            promptly give to each Shareholder written notice
thereof; and

                            use its best efforts to include in such registration
(and any related qualification under  blue sky  laws or other  compliance),  and
in any  underwriting  involved therein, all the Parent Shares specified in a
written request or requests,  made by any Shareholder  within twenty (20) days
after written notice from the Parent of such intended registration is sent by
the Parent.

                  Notwithstanding  any other provisions of this Section 6.9, the
registration  of Parent  Shares  for the  benefit  of any  Shareholder  shall be
subject to reduction in number based on market,  underwriting  and other factors
limiting  the  number  of  shares  to  be   registered   or  purchased  and  the
Shareholder's  satisfaction  of conditions to the  registration  required by the
underwriter,  including without limitation, executing any underwriting agreement
and other agreements or documents.

                  Governing Laws; Successors and Assigns;  Counterparts;  Entire
Agreement;  Amendment;  and Waiver. This Agreement: (i) shall be construed under
and in accordance with the laws of the State of Virginia;  (ii) shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
successors and assigns; (iii) may be executed in two or more counterparts,  each
of which shall be deemed an original  but all of which shall be  considered  one
and the same instrument;  (iv) along with the other written agreements expressly
contemplated hereunder,  constitutes the entire agreement and understanding, and
supersedes all prior agreements and understandings, both written and oral, among
the  parties  hereto  relating  to the  subject  matter  hereof;  (v) may not be
assigned by any party without the prior written consent of the other parties and
any assignment without such consent shall be void; and (vi) shall not be amended
or modified except by written agreement executed by each of the parties hereto.

                  Severance  Agreement.  Craig E. Musick hereby waives any right
he may have to severance  pay from the Company in exchange  for a prepayment  by
the Surviving  Corporation of $11,400 in option  exercise  price,  upon exercise
under Section 1.5(a)(ii).

                  Notices.  Any  notices  or other  communications  required  or
permitted  hereunder  shall be  sufficient  if given or sent by certified  mail,
postage prepaid,  or nationally  recognized  overnight courier or transmitted by
facsimile  to the  following  addresses  or such  other  addresses  as  shall be
furnished in writing by any party to the other  parties to this  Agreement.  Any
such notice or  communication  shall be deemed  given five  business  days after
mailing, one business day after dispatch by overnight courier and upon confirmed
receipt of facsimile.

To the Parent or:          Earth Search Sciences Inc.
the Acquisition Sub                 502 North 3rd Street, #8
                                    McCall, Idaho 83638
                                    Attn:   John W. Peel
                                    Facsimile No.: (208) 634-2978

with copies to:            C. Baird Brown, Esquire
                           Ballard Spahr Andrews & Ingersoll, LLP
                                    1735 Market Street, 51st Floor
                                    Philadelphia, PA 19103-7599
                                    Facsimile No.: (215) 864-8999

To the Shareholders or:    Lloyd Preslar
the Company                         c/o Space Technology Development Corporation
                                    100 North Pitt Street, Suite 403
                                    Alexandria, VA 22314
                                    Facsimile No.: (703) 836-8074

                  Headings. The section and other headings and Table of Contents
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.

                  Severability. Any provision of this Agreement which is invalid
or  unenforceable  shall be  ineffective  to the  extent of such  invalidity  or
unenforceability, without affecting in any way the remaining provisions hereof.


                           The Parent:

                           EARTH SEARCH SCIENCES INC.

                           By: /s/ John W. Peel, III
                           Name:  John W. Peel, III
                           Title: Chief Executive Officer

                           The Acquisition Sub:

                           ESS ACQUISITION CORP.

                           By: /s/ John W. Peel, III
                           Name: John W. Peel, III
                           Title: President

                           The Company:

                           SPACE TECHNOLOGY DEVELOPMENT CORPORATION

                           By: /s/ Bruce D. Berkowitz
                           Name: Bruce D. Berkowitz
                           Title: President

                           The Shareholders:

                           By: /s/ Paul C. Setze
                           Paul C. Setze
                            And Spouse:*

                           By: /s/ Patricia J. Setze
                           Patricia J. Setze

                           By: /s/ Bruce D. Berkowitz
                           Bruce D. Berkowitz

                           By: /s/ Lloyd Preslar
                           Lloyd Preslar

                           By: /s/ Craig E. Musick
                           Craig E. Musick

                           By:/s/ Helmut Sonnenfeldt
                           Helmut Sonnenfeldt, trustee, under the
                           Helmut Sonnenfeldt Trust dated
                           November 15, 1988

                           By: /s/ Burton Edelson
                           Burton Edelson

                           By: /s/ Lenore M. Rumpf
                           Lenore M. Rumpf

--------
*        The spouse of Paul C. Setze joins in the Amendment only for the purpose
         of binding any interest, community or otherwise, said spouse may now or
         hereafter have in the Company Shares.