OPERATING AGREEMENT OF ESSI PROBE 1 LC


                                      Among


                          EARTH SEARCH SCIENCES, INC.,

                                       and


                               FRANCISCO ELMUDESI,


                                       and


                             ARTHUR W. MCCLAIN TRUST



                               Dated June 3, 1997
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                                Table of Contents

                                                                           Page

1.       Organization of the Company........................................1
         1.1      Organization..............................................1
         1.2      Purposes; Scope of Activities.............................1

2.       Management of the Company..........................................1
         2.1      Management by Manager; Authority..........................1
         2.2      Term; Resignation and Removal.............................1
         2.3      Approval of Members.......................................2
         2.4      Payment to Integrated Spectronics ........................2
         2.4      Competitive Activities....................................3

3.       Capital Contributions; Percentage Interests........................3
         3.1      Initial Capital Contributions.............................3
         3.2      Additional Capital........................................3

4.       Capital Accounts...................................................3
         4.1      Capital Accounts..........................................3
         4.2      Withdrawals...............................................3
         4.3      No Interest on Capital....................................3

5.       Distributions......................................................4
         5.1      Net Cash Flow.............................................4
         5.2      Special Distributions of Cash.............................4
         5.3      Special Distribution of Royalties.........................4

6.       Allocation of Profits and Losses...................................5
         6.1      Tax Allocations...........................................5
         6.2      Minimum Gain..............................................5

7.       Transfer of Company Interests......................................5
         7.1      Restriction on Transfers..................................5
         7.2      Permitted Transfers.......................................5

8.       Dissolution and Liquidation........................................5
         8.1      Dissolution...............................................5
         8.2      Liquidation Generally.....................................6

9.       Miscellaneous......................................................6
         9.1      Application of Idaho Law..................................6
         9.2      Construction..............................................6
         9.3      Counterparts; Facsimiles..................................6
         9.4      Headings..................................................6
         9.5      Heirs, Successors and Assigns.............................7
         9.6      Notices and Consents, etc.................................7
         9.7      Severability..............................................7
         9.8      Survival..................................................7
         9.9      Waivers...................................................7
         9.10     Attorneys'Fees, etc.......................................7
         9.11     Entire Agreement..........................................7

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                                 ESSI PROBE 1 LC

                               Operating Agreement


         This Operating Agreement of ESSI Probe 1 LC, an Idaho limited liability
company  (the  "Company"),   is  among  Earth  Search  Sciences,  Inc.,  a  Utah
corporation  ("ESSI"),  and  Francisco  Elmudesi and the Arthur W. McClain Trust
(together, the "Woodstock Memebers"), effective as of June 3, 1997.

1.       Organization of the Company.

         1.1  Organization.  The Company was created by the execution and filing
of the  Articles  of  Organization  (the  "Articles")  under the  Idaho  Limited
Liability Company Act (the "Act"). ESSI and the Woodstock Members (collectively,
the  "Members")  hereby  organize the Company and agree to conduct the Company's
business and affairs consistent with this Agreement, the Act and the Articles.

         1.2  Purposes;  Scope of  Activities.  The  business and purpose of the
Company is to acquire,  own, use and sell an airborne  hyperspectral scanner for
remote sensing applications from Integrated  Spectronics,  an Australia company,
serial  no.   _____________  (the  "Probe"),   to  receive  royalties  from  the
exploitation of minerals  discovered  through use of the Probe, and to engage in
all other  activities  which are  reasonably  necessary or  appropriate  for the
foregoing purposes.

2. Management of the Company.

         2.1  Management  by  Manager;  Authority.  The  Company  shall have one
manager (the "Manager").  The Manager shall have the sole and exclusive right to
manage the  business and affairs of the Company and all of the rights and powers
that may be  possessed  by a  manager  under  the  Act,  the  Articles  and this
Agreement. The initial Manager shall be ESSI.

         2.2 Term;  Resignation and Removal. The Manager shall hold office until
the Manager  resigns or is removed in  accordance  with this  Section  2.2.  The
Manager may resign at any time by giving notice to the Members.  The resignation
of the Manager shall take effect upon receipt of notice thereof or at such later
time as shall be  specified in such notice.  Unless  otherwise  specified in any
notice of resignation, the acceptance of such resignation shall not be necessary
to make it effective.  The Manager may be removed by a majority in number of the
Members  but only for  Acause,@  which shall mean the  occurrence  of any of the
following circumstances:

                  (a) Any  misappropriation  of funds or property of the Company
by the Manager, or the Manager's engagement in illegal, dishonest, or fraudulent
conduct with respect to the Company or the Members; or

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                  (b) The Manager's "gross  dereliction of duty" in the sense of
persistent  neglect or material or  cumulative  negligence by the Manager in the
Manager=s  performance of duties under this  Agreement,  or willful and repeated
failure  by  the  Manager  to  perform  the  Manager's  obligations  under  this
Agreement;  provided  that the  Company or one of the  Members  shall have first
given the Manager written notice of such gross  dereliction of duty specifying a
period of at least 30 days (or such longer period as may be reasonable under the
circumstances) to cure such gross dereliction of duty and such gross dereliction
of duty shall not have been cured within such period.

The  resignation  or removal of a Manager who is also a Member  shall not affect
the  Manager's  rights as a Member and shall not  constitute a withdrawal of the
Manager in any capacity as a Member. A majority of the Members in interest shall
elect a  successor  Manager or  Managers  upon any  resignation  or removal of a
Manager.

         2.3      Approval of Members.

                  (a) Vote by Majority in  Interest.  Any action or  transaction
that  requires the  approval of the Members  under the Act, the Articles or this
Agreement shall be authorized upon the affirmative vote,  implementing action or
written  consent of a majority in interest of the Members unless either the Act,
the  Articles  or this  Agreement  expressly  imposes a different  standard  for
approval by the  Members,  in which case the  specified  approval of the Members
shall be required for such action or transaction.  All Members shall be entitled
to vote on or consent to any matter submitted to a vote of, or requiring consent
from, the Members.

                  (b) Arbitration in Event of Deadlock. In the event any vote of
Members  required  under Section  2.3(a)  results in an even split of Members in
interest  for and  against  such action or  transaction,  any Member may provide
written  notice  (ADeadlock  Notice@)  to the other  Members  that  such  Member
believes a deadlock to exist. For a period of 30 days after a Deadlock Notice is
delivered to the other Members,  the Members shall negotiate in good faith among
themselves  in an attempt to resolve the dispute.  If the matter is not resolved
within that 30-day  period,  upon the demand of any Member the dispute  shall be
submitted  to  arbitration  to be conducted in  accordance  with the  Commercial
Arbitration Rules of the American Arbitration  Association.  The decision of the
arbitrator shall be final and binding,  and judgment upon the arbitration  award
may be entered in any court of competent jurisdiction.  The arbitration shall be
held before a single  arbitrator in a city selected by a majority in interest of
the Members, other than the Member that sent the Deadlock Notice.

         2.4 Payment to Integrated Spectronics. The Members acknowledge that the
Company shall pay One Million Dollars  ($1,000,000)  to Integrated  Spectronics,
the  manufacturer  of  the  Probe,  in  partial  payment  of  the  approximately
$1,500,000 balance presently owed for the purchase of the Probe.

         2.5 Competitive  Activities.  Nothing in this Agreement nor the fact of
formation  of the  Company  shall be  construed  or  interpreted  to limit other
activities of the Members, even if such other activities are or may be construed
to be in competition with the business of the Company.

3.       Capital Contributions; Percentage Interests.

         3.1  Initial   Capital   Contributions.   The  Members  will  make  the
contributions  to the  Company set forth for each Member on Exhibit A. Except as
set  forth in  Section  3.2,  no  Member  will be  required  to  contribute  any
additional  amount to the  Company  or loan  funds to the  Company  without  the
agreement of all Members. The value of the initial contributions by the Members,
the  initial  Capital  Accounts  of the  Members  and the  percentage  interests
("Percentage  Interests")  of the  Members are as set forth in Exhibit A. Unless
otherwise agreed by all the Members,  subsequent  contributions or distributions
shall not result in a change in a Member's Percentage Interest.

         3.2  Additional   Capital.   ESSI  shall  make  an  additional  capital
contribution of Five Hundred Thousand Dollars ($500,000), or such other property
as may be required,  to enable the Company to complete the purchase of the Probe
pursuant to that certain  Agreement dated  September 11, 1995,  between ESSI and
Integrated   Spectronics   Pty  Ltd.,  an  Australia   company  (the   "Purchase
Agreement"),  a copy of which is attached as Exhibit B to this Agreement.  Prior
to making the  contribution  specified in this  Section  3.2, the Manager  shall
provide   each  Member  with   reasonable   details   concerning   such  planned
contribution, including the date on which it will be made and the amount of cash
or description of other property to be contributed. In addition, upon completion
of the purchase of the Probe,  the Manager shall provide each Member with a copy
of a bill of sale or other  document  evidencing  the fact that the  Company has
satisfied in full its obligations under the Purchase Agreement and the Probe has
been conveyed free and clear of all liens and encumbrances to the Company.

4.       Capital Accounts.

         4.1 Capital Accounts.  A separate capital account  ("Capital  Account")
shall be maintained  for each Member in accordance  with the capital  accounting
rules of Section  704(b) of the Internal  Revenue Code of 1986,  as amended (the
"Code") and the income tax regulations thereunder (the "Regulations")  including
particularly Reg. ss 1.704-1(b)(2)(iv).

         4.2 Withdrawals. No Member shall have the right to withdraw any part of
its  Capital  Account or receive  any  distribution  of capital  except upon the
agreement of all Members.

         4.3 No Interest on Capital.  No interest shall be paid on any capital
contributed to the Company.

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5.       Distributions.

         5.1 Net Cash Flow.  All net cash flow of the  Company in excess of cash
needs and reserves shall be distributed  by the Manager at least  annually.  Net
cash  flow  shall  be  distributed  to the  Members  in  accordance  with  their
Percentage  Interests.  Net cash flow  shall mean (i) all cash  received  by the
Company  from  Company  operations  for  a  fiscal  period,   including  without
limitation  royalties  received  for  use of the  Probe,  income  from  invested
reserves,  and proceeds from the sale of the Probe,  but not  including  capital
contributions  by the Members;  minus (ii) all cash  disbursed in such period in
the  ordinary  course  of  the  business  of  the  Company,  including,  without
limitation,  (a) all operating expenses of the Company, (b) debt service on debt
obligations of the Company,  (c) reserves  established during such period by the
Manager, and (d) the special distributions described in Section 5.2.

         5.2      Special Distributions of Cash.

                  (a) Proceeds of Warranty  Claim.  In the event the Probe fails
to function as warranted by the manufacturer  and the Company recovers  monetary
damages  from the  manufacturer  on a breach of warranty or similar  claim,  the
proceeds of such claim shall be distributed as follows:

                           (i) in the  event  the  amount  of  monetary  damages
         recovered are less than $1,000,000, the proceeds of such claim shall be
         distributed  to  the  Members  in  proportion  to  their   then-current
         Percentage Interests; and

                           (ii) in the event  the  amount  of  monetary  damages
         recovered are greater than or equal to $1,000,000, the proceeds of such
         claim  shall be  distributed  first to the  Woodstock  Members,  to the
         extent of and in proportion to the positive balance of their respective
         Capital Accounts,  and second,  remaining proceeds shall be distributed
         to the  other  Members,  to the  extent  of  and in  proportion  to the
         positive balance of their respective Capital Accounts.

                  (b) Upon Sale of Probe. In the event of a sale of the Probe to
ESSI,  a special  distribution  shall be made to the  Woodstock  Members  in the
aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000), to be paid to
the Woodstock  Members (or their  permitted  successors)  in proportion to their
then-current Percentage Interests.

         5.3 Special  Distribution  of Royalties.  In the event of a sale of the
Probe to ESSI,  the  Company  shall use  reasonable  efforts to  transfer to the
Members their pro-rata share (based on the Members=  Percentage  Interest in the
Company at the time the Probe is purchased) of all royalties then being received
by the  Company so that the  Members are  thereafter  entitled  to receive  such
royalties directly and not as a Member of the Company.

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6.       Allocation of Profits and Losses.

         6.1 Tax  Allocations.  Net profits and losses of the Company,  and each
item of  Company  income,  gain,  loss,  deduction  or credit  (including  items
required to be  separately  stated  pursuant to Section  703(a)(1)  of the Code)
shall be  allocated  between the  Members in  accordance  with their  Percentage
Interests.

         6.2 Minimum  Gain.  To the extent  that the  Company  has  "nonrecourse
deductions",   as  determined   pursuant  to  Section   1.704-1(b)(iv)   of  the
Regulations,  such  nonrecourse  deductions,  to the maximum extent permitted by
such Regulations,  shall be allocated among the Members in accordance with their
Percentage Interests.

7.       Transfer of Company Interests.

         7.1  Restriction  on  Transfers.  Except as expressly  provided in this
Agreement, no Member shall have the right to transfer his or its interest in the
Company,  nor  shall any  third  party be  admitted  as a  Member,  without  the
unanimous consent of the Members. The term Atransfer@ shall include voluntary or
involuntary sales, assignments,  hypothecations, pledges, gifts, encumbrances or
any other manner of transfer (whether by operation of law or otherwise).

         7.2 Permitted Transfers. Notwithstanding the provisions of Section 7.1,
transfers  shall be permitted  without the consent of the Members  among (a) the
Members,  (b) ESSI and  affiliates  of ESSI,  and (c) a Member and the immediate
family members, trustee of a trust for the benefit of a Woodstock Member, or the
estate of such  Member;  provided,  that with  respect to any of such  transfers
described in this Section 7.2, (i) the  liability of the  transferor  under this
Agreement  shall not be affected by such  transfer,  (ii) the  transferee  shall
agree in  writing  to be  jointly  and  severally  liable  to the  extent of the
responsibilities  of the  transferor  under this  Agreement,  and (iii)  written
notice  of any  such  transfer  shall be given  to the  other  Members  upon the
consummation thereof, together with a copy of the agreement described in Section
7.2(ii).  For purposes of this Section 7.2, the term Aaffiliate@  shall mean any
individual, firm, corporation,  Membership, joint venture, association,  limited
liability company,  trust or other entity directly or indirectly  controlling or
controlled by or under  direction or joint,  direct or indirect  common  control
with ESSI.

8.       Dissolution and Liquidation.

         8.1 Dissolution. The Company shall dissolve and commence winding up:

            (a)   Upon the agreement of all Members to dissolve the Company; or

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            (b) In  the  event  of a sale  of  the  Probe,  provided  that
dissolution  shall  not be  required  upon  sale  of the  Probe  if the  Manager
determines  that the Company  then has the right to receive more than de minimis
royalties with respect to minerals  discovered through use of the Probe and that
such rights cannot be transferred to the Members.

         8.2 Liquidation Generally. Upon the dissolution of the Company pursuant
to Sections 8.1(a) or (b), the Company shall continue solely for the purposes of
winding  up its  affairs  in an  orderly  manner,  satisfying  the claims of its
creditors and Members and liquidating or  distributing  its assets to the extent
necessary  therefor.  Neither the  Manager nor any Member  shall take any action
that is inconsistent  with, or not necessary to or appropriate  for, the orderly
winding up of the Company=s business and affairs.  The Manager shall oversee the
winding up and  dissolution  of the Company,  provide a full  accounting  of the
Company=s liabilities and property, cause the Company property to be distributed
in kind or to be liquidated as promptly as is consistent with obtaining the fair
value thereof and cause the proceeds  therefrom and any remaining  property,  to
the extent sufficient  therefor,  to be applied and distributed in the following
order:

          (a)  First,  to the payment and discharge of all of the Company's
debts and liabilities to creditors other than Members;

          (b)  Second, to the payment and discharge of all of the Company's
debts and liabilities to Members; and

          (c)  Third,  to the  Members in  accordance  with the  positive
balances in their Capital  Accounts,  after giving effect to all  contributions,
distributions and allocations for all periods.

9.       Miscellaneous.

         9.1  Application  of Idaho Law. The parties  intend that this Agreement
shall be governed by and construed in  accordance  with the laws of the State of
Idaho.

         9.2  Construction.  Whenever required by the context in this Agreement,
the  singular  number  shall  include the plural and vice versa,  and any gender
shall include the masculine, feminine and neuter genders.

         9.3  Counterparts;  Facsimiles.  This  Agreement  may  be  executed  in
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same instrument.  Facsimile  signatures of the parties on
this  Agreement or any  amendment  of this  Agreement  shall be deemed  original
signatures,  and each Member or other party shall  forward the  original  signed
version of such document promptly following facsimile transmission.

         9.4  Headings.   The  headings  in  this  Agreement  are  inserted  for
convenience  only and are in no way intended to describe,  interpret,  define or
limit the scope, extent or intent of this Agreement or any provision hereof.

<PAGE>

         9.5  Heirs,  Successors  and  Assigns.  Each and all of the  covenants,
terms,  provisions and agreements  contained in this Agreement  shall be binding
upon and inure to the benefit of the parties  and,  to the extent  permitted  by
this Agreement,  their respective  heirs,  legal  representatives  and permitted
successors and assigns.

         9.6 Notices and  Consents,  etc.  Any notice,  demand or  communication
required or permitted to be given by any provision of this Agreement shall be in
writing  and shall be deemed to have been  sufficiently  given or served for all
purposes if delivered  personally to the party or to an executive officer of the
party to which the same is directed or, if sent by registered or certified  mail
or national  express  carrier,  postage and charges  prepaid,  addressed  to the
Manager's,  Member's  or  Company's  address,  as  shown in the  records  of the
Company. Except as otherwise provided herein, any such notice shall be deemed to
be given five  business  days after the date on which the same was deposited for
delivery.

         9.7 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid, illegal or unenforceable
to any extent, the remainder of this Agreement and the application thereof shall
not be affected and shall be enforceable to the fullest extent permitted by law.

         9.8  Survival.  All  provisions  which  are  intended  to  survive  the
termination or rescission of this Agreement  and/or the  dissolution and winding
up of the Company shall do so for the longest period provided by law.

         9.9 Waivers.  The failure of any party to seek redress for violation of
or to insist upon the strict  performance  of any  covenant or condition of this
Agreement  shall not  prevent a  subsequent  act,  which  would have  originally
constituted a violation, from having the effect of an original violation.

         9.10  Attorneys=  Fees,  etc. If a suit,  action,  arbitration or other
proceeding  of  any  nature  whatsoever  (including,   without  limitation,  any
bankruptcy  proceeding) is instituted in connection with any controversy arising
out of  this  Agreement  or to  interpret  or  enforce  any  rights  under  this
Agreement, the prevailing party shall be entitled to recover its attorneys= fees
and all  other  fees,  costs  and  expenses  actually  incurred  and  reasonably
necessary in connection  therewith,  as  determined by the  arbitrator or by the
court at trial or on any  appeal or review,  in  addition  to all other  amounts
provided by law.

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        9.11 Entire  Agreement.  The  Articles,  this  Agreement,  that certain
Equipment Usage Agreement,  dated as of the date hereof, between the Company and
ESSI and Arthur W. McClain Trust, and Francisco Elmudesi, and any other document
to be furnished  pursuant to the provisions  hereof embody the entire  agreement
and  understanding  of the parties as to the subject  matter  contained  herein.
There are no restrictions,  promises, representations,  warranties, covenants or
undertakings  other  than  those  expressly  set  forth or  referred  to in such
documents.  This Agreement and such documents supersede all prior agreements and
understandings among the parties with respect to the subject matter hereof.

                  IN WITNESS  WHEREOF,  the Members have executed this Agreement
as of the date first above written.

MEMBERS:                       EARTH SEARCH SCIENCES, INC.,
                               a Utah corporation



                               By: /s/ Larry F. Vance
                                   Larry F. Vance
                                   Chairman and Chief Financial Officer



                               /s/ Francisco Elmudesi
                                   Francisco Elmudesi


                              ARTHUR W. MCCLAIN TRUST


                              By:  /s/ Arthur W. McClain
                                   Arthur W. McClain, Trustee
                                   Under Declaration of Trust dated 12/19/85