Employment Agreement


         THIS  EMPLOYMENT  AGREEMENT  is signed as of the 22nd day of  December,
1995,  by  and  between  ANALYTICAL  SURVEYS,   INC.,  a  Colorado   corporation
(hereinafter  referred  to as the  "Employer"  or "ASI"),  and  WILLIAM  NANTELL
(hereinafter referred to as the "Employer").

                                WITNESSETH THAT:

         WHEREAS,   Employee   has   been   employed  by  Intelligraphics,  Inc.
("Intelligraphics"):  and that  employment has now been  terminated by reason of
ASI's acquisition of substantially all of the assets of Intelligraphics; and

         WHEREAS, ASI wants to hire the employee, and ASI and Employee desire to
state  in  writing   the  terms  and   conditions   of  their   agreements   and
understandings, and to continue the term of Employee's employment hereunder;

         NOW,  THEREFORE,  in  consideration  of the  foregoing,  of the  mutual
promises herein  contained,  and of other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
legally to be bound, agree as follows:

1.       Term of Employment.

         The term shall  commence  on  December  22,  1995,  and shall  continue
through  December 31, 1996,  unless sooner  terminated  in  accordance  with the
provisions of Paragraph 6 or unless extended by Employer under Paragraph 6.4.

2.       Duties of Employee.

         2.1 It is understood  and agreed that  Employee's  principal  duties on
behalf of Employer are and shall be as President of the Intelligraphics Division
of ASI, or such additional responsibilities as assigned by the President of ASI.
In accepting  employment by Employer,  Employee  shall  undertake and assume the
responsibility  of performing for and on behalf of Employer  whatever duties are
reasonably   necessary  and  required  in  his  position  as  President  of  the
Intelligraphics  Division  of ASI.  Employer  agrees  that it will not  relocate
Employee from his current  employment in Waukesha,  Wisconsin to any other place
of  employment,  without  Employee's  prior  consent  which  Employee  agrees to
consider in good faith. Employer agrees that it will not change Employee's title
as President of the Intelligraphics Division of ASI.

         2.2 Employee  covenants and agrees that at all times during the term of
this Agreement,  Employee shall devote his full-time efforts to his duties as an
employee of the Employer.

3.       Compensation.

         3.1 Salary. As compensation for the services to be rendered by Employee
for  Employer  under this  Agreement,  Employee  shall be paid not less than the
following  base annual  salary,  on the same basis  (biweekly) as ASI's payroll,
during the term hereof: $130,000.00,  plus annual increases and bonuses, if any,
as directed by the President of ASI.

         3.2  Bonus.  Employee  shall be a  participant  in the  Intelligraphics
Division of ASI Incentive Bonus Plan effective  through September 30, 1996 (and,
if the option is exercised  under  Paragraph  6.4,  through  September 30, 1997)
("Bonus Plan"). The Bonus Plan is attached hereto as Exhibit A.

     3.3  Salary  Review.  Employee's  salary  will  be  reviewed  annually  for
appropriate increases, if any, in January, commencing January, 1997.

4.       Additional Benefits.

         In addition to, and not in limitation of, the compensation  referred to
in Paragraph 3, Employee shall be paid the following  additional benefits during
the term hereof:

         4.1 Reimbursement. Reimbursement of all reasonable expenses incurred by
him in connection  with  performance of his duties upon  submission of vouchers.
Reasonable  expenses  shall  include,  but  not be  limited  to  all  reasonable
out-of-pocket  expenses for entertainment,  automobile expenses,  travel, meals,
lodging,  professional  fees,  professional dues and the like incurred by him in
the interest of the Employer,  subject to such guidelines and policies as may be
promulgated by Employer for senior executives.

         4.2 Vacations. Employee shall be entitled to vacations of not less than
four (4) weeks per year,  in accordance  with the  Employer's  regular  vacation
policies established for senior executives;  provided,  that Employee may accrue
any unused  vacation time from year to year, and upon  termination of employment
will be compensated for any unused vacation time.

         4.3  Death of  Disability  Payments.  In the  event  of the  Employee's
disability  or death prior to December  31, 1996 (or prior to December 31, 1997,
if the option is exercised under Paragraph 6.4),  Employee's salary in effect at
the time of his death or disability  shall  continue to be paid to the Employee,
or to his  designee,  for a period of six (6)  calendar  months from the date of
death or from the date of Employee's  termination by reason of  disability.  For
the purposes of this  Employment  Agreement,  the obligations of the Employer to
make the payments  upon the  disability of Employee  shall not become  effective
unless and until all of the  following  conditions  are met, as determined by an
independent  physician  selected  by the  President  of  ASI  and  agreed  to by
Employee:  (1) Employee shall become physically or mentally incapable (excluding
infrequent  and  temporary  absences  due to  ordinary  illnesses)  of  properly
performing the services required of him in accordance with his obligations under
paragraph  2 hereof or similar  provisions  of any renewal  Agreement;  (2) such
incapacities shall exist or be reasonably expected to exist for more than ninety
(90) days in the aggregate during the period of twelve (12) consecutive  months;
and (3) either Employee or Employer shall have given the other party thirty (30)
days' written notice of his or its intention to terminate the active  employment
of Employee because of such disability.

         4.4  Life  Insurance.  Employee  shall  be  provided  with a term  life
insurance  policy in the amount of  $150,000  (provided  he can meet the medical
conditions  for  such  coverage   without  being   "rated"),   payable  to  such
beneficiaries as he shall designate,  with an additional  $150,000 of accidental
death coverage.

     4.5 Comparable  Benefits.  Employee shall also be provided with  additional
comparable   benefits,   if  any,  to  those   Employee   was   receiving   from
Intelligraphics   at  the   time  of  his   termination   of   employment   with
Intelligraphics.

5.       Disclosure of Information.

         Employee  acknowledges  that  in and  as a  result  of  his  employment
hereunder,  he will be making use of,  acquiring,  and/or adding to confidential
information of a special and unique nature and value relating to such matters as
Employer's trade secrets, systems,  procedures,  manuals,  confidential reports,
and lists of clients.  As a material  inducement  to Employer to enter into this
Agreement and to pay to Employee the compensation stated in Paragraph 3, as well
as any additional  benefits stated in Paragraph 4, Employee covenants and agrees
that he shall not, other than in the ordinary  course of business  conducted for
ASI, at any time during or  following  the term of his  employment,  directly or
indirectly  divulge or disclose for any purpose whatsoever or appropriate to his
own use or to the use of  others  any  confidential  information  that  has been
obtained by, or disclosed to him, as a result of his employment by Employer.

6.       Termination.

         6.1      Termination by Employer.

         (A) If Employer terminates Employee's employment without cause prior to
December 31,  1996,  Employer  will  continue to pay  compensation  and benefits
to Employee (as if Employee still were employed), and  Employee shall be subject
to the non-compete  provisions (the "Non-Compete") described in paragraph 7, for
the period  beginning on the date of termination  and ending seven months there-
after.

         (B) If Employer  exercises  the option  described in paragraph  6.4 and
then terminates  Employee's employment without cause prior to December 31, 1997,
Employer  will  continue to pay  compensation  and  benefits to Employee  (as if
Employee  still were  employed),  and the  Non-Compete  shall apply,  each for a
period beginning on the date of termination and ending seven months thereafter.

         (C) If Employer  terminated  Employee's  employment  with cause, at any
time,  the  Non-Compete  will  apply  for a  period  beginning  on the  date  of
termination and ending 12 months thereafter.

         6.2      Termination by Employee.

         (A) If  Employee  terminates  his  employment  without  cause  prior to
December 31, 1996,  or, if Employer  exercises  the option in paragraph  6.4 and
Employee  terminates  his  employment  without cause prior to December 31, 1997,
then  the  Non-Compete  will  apply  for a  period  beginning  on  the  date  of
termination and ending 12 months thereafter.

         (B) If Employee  terminates his employment with cause prior to December
31, 1996,  or, if Employer  exercises  its option in paragraph  6.4 and Employee
terminates  employment with cause prior to December 31, 1997,  Employer will pay
compensation and benefits to Employee (as if Employee still were employed),  and
the  Non-Compete  will  apply,  each  for a  period  beginning  on the  date  of
termination and ending seven months thereafter.

         6.3 Non-Renewal and Termination by Employee  Without Cause. If Employer
does not  exercise  its option in  paragraph  6.4 or if Employer  exercises  its
option in paragraph  6.4 but Employer and Employee do not enter a new  agreement
prior to January 1, 1998,  and in either event  Employee  thereafter  terminates
employment  without cause, then Employer,  at its option (to be exercised within
ten business days after such termination  specifying the period during which the
payments and Non-Compete shall apply),  may pay Employee 75% of the compensation
and 75% of the cost of benefits  that  Employee  would have  received  under the
terms of this  Agreement in effect as of December 31, 1996 or December 31, 1997,
as the case may be if Employee had remained  employed,  and the Non-Compete will
apply to  Employee  for any period in which  such  payments  are made,  but such
period may not extend beyond twelve months from the date of termination  without
the mutual written agreement of the parties.

         6.4  Option to  Extend.  At  Employer's  option,  and upon  payment  to
Employee of an additional $10,000, on or before January 1, 1997, Employee agrees
that the term of this Agreement will be extended  through  December 31, 1997 and
that he will not  voluntarily  terminate  his  employment  at any time  prior to
December  31,  1997.  If the  option  in  exercised,  and if  Employee  has  not
terminated  employment without cause prior January 1, 1998, Employer will pay to
Employee an additional $10,000.

         6.5 Except as provided in paragraphs 6.1(c) and 6.2(a),  the provisions
set forth above regarding  compensation and applicability of the Non-Compete are
the exclusive  remedy for damages for a termination  of employment  (but not for
any other breach),  except that Employer  shall be entitled to equitable  relief
for any breach of the Non-Compete.

         6.6 "For Cause" Definition.  For purposes hereof, the term "for cause,"
in the case of a breach by Employee,  shall mean the failure of Employee for any
reason,  within  thirty (30) days after  receipt by  Employee of written  notice
thereof from  Employer,  to correct,  cease,  or  otherwise  alter any action or
omission to act that constitutes a material and willful breach of this Agreement
likely to result in material damage to ASI, or willful gross  misconduct  likely
to result in  material  damage to ASI  (including  but not  limited  to any such
willful  activities or  participation  in such willful  activities,  directly or
indirectly,  which are materially  adverse to the Employer or violate Employee's
duty of  loyalty to the  Employer);  and,  in the case of a breach by  Employer,
shall mean a material  default by Employer  which remains  uncured 30 days after
Employer  gives  Employer  notice of such breach or any  reduction  of duties of
Employee   such   that   Employee   ceases   to   have   executive   supervisory
responsibilities.

         6.7      Effective Date of Termination.

         (A) The  effective  date of  termination  with  respect to  termination
"without cause," shall be the date of which Employee  actually ceases to perform
his duties hereunder.

         (B) The effective date of termination  with respect to termination "for
cause,"  shall be thirty  (30)  calendar  days after the date on which  Employee
receives written notice of termination.

         6.8  Limitation on Severance  Compensation.  Notwithstanding  any other
provision  of  this  Agreement,   the  aggregate  of  the  amount  of  severance
compensation  paid to the Employee under this Agreement or otherwise,  shall not
include any amount that the Employer is  prohibited  from  deducting for federal
income tax purposes by virtue of Section  280G of the  Internal  Revenue Code or
any successor provision.

7.       Covenant Not to Compete.

         During any  applicable  period  specified  in paragraph 6, the Employee
shall not directly or indirectly own, control,  operate,  manage,  consult,  own
shares in, be employed by, or otherwise  participate in any sole proprietorship,
corporation,  partnership or other entity whose primary  business is the same or
similar to the business of ASI within the territory in which ASI does business.

         This covenant of  non-competition  has been negotiated and agreed to by
and between the Employer and Employee  with full  knowledge  of, and pursuant to
the requirements of Section 8-2-113 (2) of Colorado Revised Statutes, as amended
from time to time, and is deemed by both parties to be fair and reasonable under
the terms of that statute.

8.       Other Business Activities.

         During the period of his employment under this Agreement,  the Employee
shall not be employed by or otherwise  engage or be  interested  in any business
whether or not in competition with ASI, with the following exceptions:

         (A)  Employee's  investment  in any business  shall not be considered a
violation of this  paragraph,  provided that such business is not in competition
with ASI and so long as any  services  rendered to such  business by Employee do
not in any way interfere with Employee's duties under this Agreement.

         (B) Employee may consult with other  businesses not in competition with
ASI, if expressly considered and approved in advance by the President of ASI (in
his or her sole discretion).

9.       Indemnification.

         So long as  Employee  is not  found by a court of law to be guilty of a
willful  and  material  breach  of this  Agreement,  or to be  guilty  of  gross
misconduct,  he  shall  be  indemnified  from and  against  any and all  losses,
liability,  claims and expenses,  damages,  or causes of action,  proceedings or
investigations,  or threats  thereof  (including  reasonable  attorney  fees and
expenses  of counsel  satisfactory  to and  approved  by  Employee)  incurred by
Employee,  arising out of, in connection with, or based upon Employee's services
and the performance of his duties pursuant to this Employment Agreement,  or any
other matter contemplated by this Employment Agreement, whether or not resulting
in any  such  liability  subject  to such  limitations  as are  provided  by the
Colorado Business Corporations Act; and Employee shall be reimbursed by Employer
as and when incurred for any  reasonable  legal and other  expenses  incurred by
Employee in connection with  investigating  or defending  against any such loss,
claim, damage, liability,  action, proceeding,  investigation or threat thereof,
or producing evidence, producing documents or taking any other action in respect
thereto  (whether or not  Employee is a defendant  in or target of such  action,
proceeding or investigation), subject to such limitations as are provided by the
Colorado Business Corporations Act.

10.      [Intentionally Omitted.]

11.      Burden of Benefit.

         This  Agreement  shall be binding upon,  and shall inure to the benefit
of,  Employer  and  Employee,  and their  respective  heirs,  personal and legal
representatives, successors, and assigns and shall be expressly binding upon and
inure  to  the  benefit  of any  person  or  entity  acquiring  ASI  by  merger,
consolidation,  purchase of all or substantially of its assets or 80% or more of
its  outstanding  common  stock;  provided,  however,  that the interests of the
Employee  hereunder are not subject to the claims of his creditors,  and may not
be voluntarily or involuntarily assigned, alienated or encumbered.

12.      Release.

         Employee,  by signing  this  Agreement,  hereby  forever  releases  ASI
against any claims or  liabilities  whatsoever  arising out of his employment by
Intelligraphics.

13.      Governing Law.

         It is understood and agreed that the construction and interpretation of
this Agreement shall at all times and in all respects be governed by the laws of
the State of Colorado.

14.      Severability.

         The  provisions  of  this  Agreement,  including  particularly  but not
solely, the provisions of Paragraphs 5 and 7, shall be deemed severable, and the
invalidity  or  unenforceability  of any one or more of the  provisions  of this
Agreement  shall  not  affect  the  validity  and  enforceability  of the  other
provisions.

15.      Notice.

         Any notice required to be given shall be sufficient if it is in writing
and sent by certified or registered mail, return receipt requested,  first-class
postage prepaid, to his residence in the case of Employee,  and to its principal
office in the case of Employer.

16.      Entire Agreement.

         This Agreement  contains the entire Agreement and  understanding by and
between Employer and Employee with respect to the employment of Employee, and no
representations,  promises, agreements, or understandings,  written or oral, not
contained  herein shall be of any force or effect.  No change or modification of
this  Agreement  shall be valid or binding unless it is in writing and signed by
the party  intended to be bound.  No waiver of any  provision of this  Agreement
shall be valid unless it is in writing and signed by the party  against whom the
waiver is sought  to be  enforced.  No valid  waiver  of any  provision  of this
Agreement  at any time shall be deemed a waiver of any other  provision  of this
Agreement at such time or at any other time.

17.      Counterparts.

         The Agreement may be executed in two or more  counterparts,  any one of
which shall be deemed the original without reference to the others.

18.      Dispute Resolution.

         All disputes arising out of or related to this Agreement, including any
claims that all or any part of this Agreement is invalid, illegal,  voidable, or
void,  will be settled by  arbitration,  pursuant  to an  Arbitration  Agreement
between ASI, Intelligraphics, Inc., certain former employees of Intelligraphics,
Inc., Joanne Huelsman, James Carpenter, the members of the board of directors of
the Company who are voting  trustees  under the Voting Trust  Agreement and Bank
One, Colorado, NA dated December 22, 1995.

         IN WITNESS  WHEREOF,  Employer and  Employee  have duly  executed  this
Agreement as of the day and year first above written.

EMPLOYEE:                           EMPLOYER:


                                    ANALYTICAL SURVEYS, INC.,
                                    a Colorado corporation




/s/ William Nantell                     By: Sidney V. Corder
WILLIAM NANTELL                         SIDNEY V. CORDER, President