AMENDMENT TO THE
                          AGREEMENT AND PLAN OF MERGER


                  THIS  AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER is made 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
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 (the "Shareholders"),
and dated as of December 14, 1999 (the "Amendment").

                  This  Amendment is made to the  Agreement  and Plan of Merger,
dated as of November 15, 1999 (the "Merger Agreement"), by and among the parties
hereto and any  capitalized  terms used and not  defined  herein  shall have the
meaning ascribed to them in the Merger Agreement.

                  The  parties  have worked  together to satisfy the  conditions
precedent in the Merger  Agreement,  but it has become  apparent that several of
the conditions cannot be completed by December 31, 1999. Accordingly,  intending
to be legally bound, the parties hereby amend the Merger Agreement as follows:

1.       Section 1.2 of the Merger Agreement is amended to replace the date
"December 15, 1999" with "December 21, 1999".

2. Section  1.5(a)(i) of the Merger  Agreement is amended by inserting after the
words "the  right" the  parenthetical  expression  "(subject  in part to certain
conditions described in clause (b) below)", and by replacing the term "Effective
Date", with the term "Effective Time".

3.  Section  1.5(a)(ii)  of the Merger  Agreement  is amended by  replacing  the
parenthetical  expression  after the words "the  right"  with the  parenthetical
expression "(subject in part to certain conditions described in clause (b) below
and as more  fully  described  in a separate  agreement  among the Parent or the
Acquisition  Sub and the  Shareholders)",  and by replacing the term  "Effective
Date", with the term "Effective Time".

4. Section 1.5(b) of the Merger Agreement is hereby amended to state:

                           (b) 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  certificates,  duly endorsed in blank, and shall grant
         purchase  options  under the separate  agreement  referenced in Section
         1.5(a)(ii)  ("Options"),  evidencing  the  number of Parent  Shares and
         Options  into which the  Company  Shares held by such  Shareholder  are
         convertible  under this Section 1.5, in such  percentages  and upon the
         occurrence of such conditions as are set forth below:

                                    (i) Parent shall  deliver  certificates  for
                  34% of such  Parent  Shares and grant 34% of the  Options  for
                  Parent Shares on the Closing Date;

                                    (ii) Parent shall deliver  certificates  for
                  33% of such  Parent  Shares and grant 33% of the  Options  for
                  Parent  Shares  upon  the  occurrence  of the  following:  the
                  parties  to  each   Subcontract   shall  have   entered   into
                  modifications,  amendments  or  renewals  of each  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; and


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                                    (iii) Parent shall deliver  certificates for
                  33% of such  Parent  Shares and grant 33% of the  Options  for
                  Parent  Shares  upon the later to occur of the  following  two
                  events:  (A) 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, the NEMO project is restarted, 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; and
                  (B) 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 from Boeing or others."

                  Notwithstanding  the  foregoing,  the  conditions set forth in
clauses  (ii) and (iii) above shall be deemed  satisfied  on February  28, 2000,
unless the Parent notifies the  Shareholders on or before that date that, in its
judgment,  one or more of those  conditions  cannot be satisfied and it will not
pursue the restart of the NEMO project.

Section 4.1(f) of the Merger  Agreement  regarding  "Renegotiation  of Contract;
Permits" is renamed "Permits" and the first sentence thereof is deleted.

Section 4.1(g) of the Merger Agreement regarding "Renegotiation of Subcontracts"
is deleted in its entirety.

Section 4.1(h) of the Merger  Agreement  regarding  "Financing  Arrangements" is
deleted in its entirety.

Section  4.3(b) of the  Merger  Agreement  is  amended  to delete  the  language
"contemplated by Sections 4.1(f) and (g)".

Section  5.2(b) of the Merger  Agreement  is  amended  by adding  the  following
language  before the period at the end of the  Section:  ";  provided,  that the
Shareholders'  indemnification  obligation  with respect to Damages arising from
the agreements referenced on Schedule 4.1(d)(ii) as (i) item 2, shall be limited
to 50% of all such  Damages,  but shall not  exceed  $100,000,  and (ii) item 4,
shall be  limited  to 50% of all such  Damages,  but shall not  exceed  $25,000;
provided  further,  that the Indemnified  Persons shall have the right to employ
counsel separate from the Indemnifying  Party's counsel (at the sole cost of the
Indemnified Person, except as provided in the third sentence of Section 5.4) and
all such  counsel  shall  collaborate  in the defense of any claims,  actions or
proceedings arising under such agreements."

5. All other  provisions of the Merger  Agreement shall remain in full force and
effect.

         Each party has caused  this  Amendment  to be executed on its behalf by
its duly authorized representative this 14th day of December, 1999.

                           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/ Paul C. Setze
                           Name: Paul C. Setze
                           Title: CEO


                           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

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*        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.