<PAGE>
                                                                   EXHIBIT 10.28

                    WAIVER AGREEMENT AND AMENDMENT NO. 12 TO
               CREDIT AGREEMENT AND OTHER LOAN AND LEASE DOCUMENTS

         THIS WAIVER AGREEMENT AND AMENDMENT NO. 12 TO CREDIT AGREEMENT AND
OTHER LOAN AND LEASE DOCUMENTS ("this Amendment") is dated this 28th day of
December, 2001, by and among the BANKS listed on the signature pages hereof
("Banks"), BANK ONE, COLORADO, N.A., as Agent ("Agent"), BANC ONE LEASING
CORPORATION, as Lessor ("Banc One Leasing"), ANALYTICAL SURVEYS, INC., as
Borrower and Lessee ("Borrower"), MSE CORPORATION, an Indiana corporation, as
Guarantor and lease guarantor ("MSE"), ASI LANDMARK, INC., a Colorado
corporation, as Guarantor and lease guarantor ("Landmark"), ASI OF PUERTO RICO,
INC., a Puerto Rico corporation, as Guarantor ("Puerto Rico"), MSE HOLDING
COMPANY, an Indiana corporation, as Guarantor ("MSE Holding"), MSE LLC, an
Indiana limited liability company, as Guarantor ("MSE LLC"), CARTOTECH, INC., a
Texas corporation, as lease guarantor ("Cartotech"), INTELLIGRAPHICS
INTERNATIONAL, INC., ALSO KNOWN AS ASI TECHNOLOGIES (INTELLIGRAPHICS), a
Wisconsin corporation, as lease guarantor ("Intelligraphics"), and SURVEY
HOLDINGS, INC., a Texas corporation, as Guarantor and lease guarantor
("Holdings" which together with MSE, Landmark, Puerto Rico, MSE Holding, MSE
LLC, Cartotech, Intelligraphics and Holdings may be collectively referred to as
"Guarantors");

                                   WITNESSETH:

         WHEREAS, Borrower, Banks and Agent are parties to a Credit Agreement
dated as of June 3, 1998, as amended by Amendment No. 1 through Amendment No. 5,
Waiver Agreement and Amendment No. 6 to Credit Agreement and Other Loan and
Lease Documents, Waiver Agreement and Amendment No. 7 to Credit Agreement and
Other Loan and Lease Documents, Waiver Agreement and Amendment No. 8 to Credit
Agreement and Other Loan and Lease Documents, Waiver Agreement and Amendment No.
9 to Credit Agreement and Other Loan and Lease Documents, Waiver Agreement and
Amendment No. 10 to Credit Agreement and Other Loan and Lease Documents, and
Waiver Agreement and Amendment No. 11 to Credit Agreement and Other Loan and
Lease Documents (as so amended, the "Credit Agreement");

         WHEREAS, Borrower and Banc One Leasing are parties to a Master Lease
Agreement dated June 8, 1993 (the "Master Lease") and various lease schedules
pursuant thereto (the Master Lease together with all leases and lease schedules
executed and delivered by Borrower to Banc One Leasing under the Master Lease
may be referred to as the "Leases" and any of which may be referred to
individually by the words "Lease No." and its lease schedule number, such as
Lease No. 1-94447);

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


<PAGE>
         (a)      Revolving Loans Principal Balances as of December 21, 2001:

                  (i)      National City             $   711,974.12
                  (ii)     KeyBank                   $   711,974.12
                  (iii)    Fifth Third               $ 1,423,948.24
                  (iv)     Bank One                  $ 1,552,103.52
                                                     --------------
                                                     $ 4,400,000.00

         (b)      Term Loan Principal Balances as of December 21, 2001:

<Table>
<Caption>
                                                    Interest-Bearing  Non-Interest Bearing
                                                    ----------------  --------------------
<S>                                                  <C>                <C>
                  (i)      National City             $   830,517.95     $   774,336.58
                  (ii)     KeyBank                   $   830,517.95     $   774,336.58
                  (iii)    Fifth Third               $ 1,661,035.94     $   970,873.80
                  (iv)     Bank One                  $ 1,810,529.16     $ 1,058,252.40
                                                     --------------     --------------
                                                     $ 5,132,601.00     $ 4,600,000.00
</Table>

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

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

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

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

         WHEREAS, Borrower and Guarantors have requested that Banks waive
existing Events of Default, agree to accept a partial payment of the Obligations
(which do not include the obligations, indebtedness and liabilities of Borrower
and the Guarantors under or pursuant to the Master Lease or the Leases) in the
amount of $1,250,000, and the issuance to each of the Banks of certain preferred
stock of Borrower in satisfaction and discharge of all but $3,000,000 of unpaid
principal of the Interest Bearing Term Loan, extend the maturity date of the
Interest Bearing Term Loan to March 31, 2002, release certain of the collateral
held by the Agent and make other modifications of the Credit Agreement, and the
Banks have agreed to such requests, all subject to the terms and upon the
conditions hereinafter set forth;





                                      -2-
<PAGE>
                                    AGREEMENT

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

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

         2. Partial Release and Satisfaction of Obligations/Waiver.

                  (a) Concurrently with the execution of this Amendment by the
         Agent and the Banks, Borrower shall pay to the Agent for the pro rata
         benefit of the Banks of One Million Two Hundred Fifty Thousand Dollars
         ($1,250,000) (such payment being made concurrently with the execution
         of this Amendment and being referred to hereinafter as the "Resolution
         Payment"). The Resolution Payment, together with the Preferred Stock
         (as defined and provided for below) shall for all purposes satisfy,
         discharge, pay, terminate, extinguish, settle and release all of the
         Obligations outstanding as of the date of this Amendment other than
         Three Million Dollars ($3,000,000) of the unpaid principal balance
         outstanding on the Interest Bearing Term Loan on the date of this
         Amendment (such $3,000,000 principal balance being referred to
         hereinafter as the "Remaining Principal"). Accordingly, all of the
         interest and principal outstanding on the Revolving Loans and on the
         Non-Interest Bearing Term Loan shall be paid and discharged and all of
         the principal and interest outstanding on the Interest-Bearing Term
         Loan, other than the Remaining Principal, shall be paid, satisfied and
         discharged, leaving the unpaid principal balance of the
         Interest-Bearing Term Loan owing to each Bank as of the date of this
         Amendment as follows:

<Table>
<Caption>
                           Bank            Principal Balance of Interest-Bearing Term Loan
                           ----            -----------------------------------------------
<S>                                        <C>
                           National City              $   485,436.90
                           KeyBank                    $   485,436.90
                           Fifth Third                $   970,873.80
                           Bank One                   $ 1,058,252.40
                                                      --------------
                                                      $ 3,000,000.00
</Table>

                  Borrower shall execute and deliver to the Agent concurrently
         with execution of this Amendment, for delivery to the Banks, new
         promissory notes payable to the order of each of the Banks in the
         principal amount of their portion of the Remaining Principal (the "New
         Term Notes"), such New Term Notes to be in form and substance the same
         as the promissory notes which are Exhibits A-1, A-2, A-3, and A-4 to
         this Amendment. The New Term Notes




                                      -3-
<PAGE>

         amend and restate and replace the Interest Bearing Term Note held by
         each Bank and which were issued pursuant to the terms of the Eleventh
         Amendment or any other amendment to the Credit Agreement prior to this
         Amendment, and each such replaced Interest Bearing Term Note shall be
         marked "Cancelled and Replaced" by each Bank. The New Term Notes for
         all purposes are "Notes" as such term is defined in the Credit
         Agreement.

                  (b) Subject to the execution and delivery by each Bank of an
         Investment Letter in form and substance the same as Exhibit C, Borrower
         shall issue to Banks, concurrently with the execution of this
         Amendment, 1,600,000 shares of the preferred stock of the Borrower,
         which preferred stock (the "Preferred Stock") shall have the terms and
         be governed by the provisions of the Articles of Amendment to the
         Articles of Incorporation of Borrower, as adopted by the Board of
         Directors of Borrower and a copy of which is Exhibit B to this
         Amendment. The number of shares of Preferred Stock to be issued to each
         Bank is as follows:

<Table>
<Caption>
                           Bank              Number of Shares of Preferred Stock
                           ----              -----------------------------------
<S>                                          <C>
                           National City                  258,900
                           KeyBank                        258,900
                           Fifth Third                    517,799
                           Bank One                       564,401
</Table>

                  (c) Subject to payment of the Resolution Payment and the
         execution and delivery to the Agent of the New Term Notes and in
         consideration of the issuance by Borrower to Banks the Preferred Stock:
         (i) Banks hereby waive all Events of Default which exist under the
         Credit Agreement as of the date of this Amendment; and (ii) Banc One
         Leasing hereby waives compliance by Borrower with Section 18 of the
         Master Lease and any default or event of default under the Master Lease
         or the Leases by reason of the occurrence of any Events of Default
         under the Credit Agreement or the other Loan Documents; and (iii) the
         security interest granted to the Agent for the ratable benefit of the
         Banks in the Infotech Enterprises Limited ("Infotech") common capital
         stock owned by the Borrower is released and terminated and the Agent
         shall release and deliver to Borrower all stock certificates, stock
         powers and other documents evidencing such Infotech stock or Borrower's
         ownership thereof held by the Agent.

         3.       Amendments to Credit Agreement and Notes.

                  (a) The following new definitions are inserted in Section 1.1
         of the Credit Agreement such that all definitions therein are in
         alphabetical order:

                           "Twelfth Amendment" means the Waiver Agreement and
                  Amendment No. 12 to Credit Agreement and Other Loan and Lease
                  Documents dated as of December 21, 2001, by and among
                  Borrower, certain Subsidiaries or Affiliates of Borrower, Banc
                  One Leasing Corporation, Banks and Agent.


                                      -4-
<PAGE>

                  (b) Amendment of Interest Bearing Term Note. The definition of
         the term "Interest Bearing Term Note" in Section 1.1 of the Credit
         Agreement is hereby amended in its entirety to read as follows:

                           ""Interest Bearing Term Note" means the promissory
                  notes in the initial aggregate principal amount of $3,000,000
                  evidencing the interest bearing portion of the Term Loan, made
                  by the Borrower and payable to the order of the Banks,
                  substantially in the form of Exhibit A-1, A-2, A-3 and A-4 to
                  the Twelfth Amendment, as the same may be supplemented,
                  modified, amended or restated from time to time in the manner
                  provided herein."

                  (c) Amendment of Interest Bearing Term Loan Scheduled Maturity
         Date. The definition of the term "Interest Bearing Term Loan Scheduled
         Maturity Date" in Section 1.1 of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                      "Interest Bearing Term Loan Scheduled Maturity Date" means
                      March 31, 2002."

                  (d) Amendment of Section 2.6(d)(ii). Section 2.6(d)(ii) of the
         Credit Agreement is amended and restated to read in its entirety as
         follows:

                      "(ii) Notwithstanding any provision of this Agreement or
                      the Notes to the contrary, with respect to each dollar of
                      principal paid on the Interest-Bearing Term Loan after
                      December 21, 2001, and on or before March 31, 2002
                      ("Credit Payments"), as received: (A) Banks shall credit
                      Four Dollars ($4.00) of Obligations as paid for each One
                      Dollar ($1.00) of principal actually paid by Borrower to
                      the Agent on or before March 31, 2002 (constituting a
                      forgiveness of indebtedness of Three Dollars ($3.00) for
                      each One Dollar ($1.00) of principal received). Any
                      principal payments received by the Agent for the ratable
                      benefit of the Banks after March 31, 2002, shall be
                      credited Dollar for Dollar and no forgiveness of
                      indebtedness or additional payment credits shall be
                      granted with respect to such principal payments. The
                      provisions of this Section 2.6(d)(ii) shall not be
                      construed to apply to any of Borrower's or Guarantors'
                      lease obligations to Banc One Leasing Corporation. If as a
                      consequence of Credit Payments made on the
                      Interest-Bearing Term Loan the Interest Bearing Term Loan
                      is paid in full on or prior to March 31, 2002 (the "Full
                      Payment Event"), Borrower shall pay to the Agent for the
                      ratable benefit of the Banks a debt satisfaction premium
                      (the "Premium"), as follows: If the Full Payment Event
                      occurs prior to December 31, 2001, the Premium is zero
                      ($0.00); If the Full Payment Event occurs after December
                      31, 2001, and on or before January 31, 2002, the Premium
                      to be paid by the Borrower shall be Twenty-Five



                                      -5-
<PAGE>

                      Thousand Dollars ($25,000.00); if the Full Payment Event
                      occurs after January 31, 2002, and on or before February
                      28, 2002, the Premium to be paid by the Borrower shall be
                      Seventy-Five Thousand Dollars ($75,000.00); if the Full
                      Payment Event occurs after February 28, 2002, and on or
                      before March 31, 2002, the Premium to be paid by the
                      Borrower shall be One Hundred Twenty-Five Thousand Dollars
                      ($125,000.00). If a Premium becomes due and payable, it
                      shall be paid on the same day as the Full Payment Event."

                  (e) Deletion of Sections. Section 2.6(d)(iii), Section
         2.6(d)(iv) and Section 2.6(d)(v) of the Credit Agreement are each
         deleted in their respective entireties and shall be of no further force
         and effect.

                  (f) Amendment of Credit Agreement. Notwithstanding anything in
         the Credit Agreement or the Loan Documents to the contrary, effective
         as of the date of this Amendment the Borrower shall not longer be
         obligated to comply with any of the financial covenants set forth in
         Section 5 of the Credit Agreement or with any of the following Sections
         of the Credit Agreement: Section 5.1(k), Section 5.1(l), Section
         5.1(m), Section 5.1(n), Section 5.1(o), Section 5.1(p), Section 5.2(a),
         Section 5.2(c), and Section 5.2(d). Each of the forgoing sections is
         deleted in its entirety and shall be of no further force and effect.
         For the avoidance of doubt, Sections are identified as being deleted
         hereby when such Sections may have been deleted in prior amendments to
         the Credit Agreement.

                  (g) Deletion of Section 6.1(b). Section 6.1(b) of the Credit
         Agreement is deleted in its entirety and shall be of no further force
         and effect.

                  (h) Amendment of Article IX. Article IX of the Credit
         Agreement is hereby amended in its entirety to read as follows:

                                   "ARTICLE IX

                              ADDITIONAL PROVISIONS

                           9.1 Controlling Effect. In the event of any conflict
                  between a provision of Article IX and any other provision of
                  this Agreement, the provisions of Article IX shall control.

                           9.2 Interest Payments. The principal balance of the
                  Interest Bearing Term Loan outstanding from time to time shall
                  bear interest and be payable at a variable rate of interest
                  equal to the Prime Rate plus the Applicable Margin. Interest
                  shall be due and payable monthly in arrears on the first day
                  of each month.

                           9.3 Revolving Loan Advances. From and after the
                  effective date of the Tenth Amendment, Banks shall make no
                  further Advances under the




                                      -6-
<PAGE>

                  Revolving Loans, and as of the effective date of the Twelfth
                  Amendment the Revolving Loans commitment of each of the Banks
                  is terminated.

                           9.4 Agent's Fee. Notwithstanding the letter agreement
                  by and between Borrower and Agent dated October 8, 1998,
                  Borrower shall pay to Agent an annual fee equal to twelve and
                  one-half (12.5) basis points (the "Agent's Fee") on the total
                  unpaid principal sum of the Term Loan as at October 15th of
                  each year.

                           9.5 Financial Information and Reporting. In addition
                  to all other financial statements and reports required by the
                  terms of this Agreement for so long as any portion of the Term
                  Loan remains unpaid, Borrower shall deliver to the Agent for
                  distribution to the Banks monthly, by the thirtieth (30th) day
                  of the following month, a consolidated unaudited balance sheet
                  and income statement prepared in accordance with GAAP.

                           9.6 Renewal Fee. Effective January 1, 2002, Borrower
                  shall pay to Banks on the first day of each month a fee
                  ("Monthly Renewal Fee") equal to one-twelfth of fifty (50)
                  basis points on the total principal sum of the Interest
                  Bearing Term Loan outstanding on that date. The aggregate
                  Monthly Renewal Fee payable to the banks effective January 1,
                  2002, shall be $1,250.00 and shall be adjusted upon any
                  principal reductions of the Interest Bearing Term Loan.

                           9.7 Additional Events of Default. In addition to the
                  Events of Default set forth in Section 6.1 hereof and
                  notwithstanding any provision of this Agreement to the
                  contrary, each of the following events shall constitute an
                  Event of Default hereunder:

                                    (a) Failure to Timely Deliver Financial and
                           Other Information. Borrower fails to timely deliver
                           any other information required to be delivered to
                           Agent or Banks pursuant to the terms of this
                           Agreement.

                                    (b) Failure to Pay Monthly Renewal Fee.
                           Borrower fails to timely pay any Monthly Renewal Fee.

         4.       Conditions Precedent.  This Amendment shall be effective upon
         satisfaction of the following conditions precedent:

                  (a) Borrower, each Guarantor, Agent, each Bank and Banc One
         Leasing have executed this Amendment and Agent has received a
         counterpart originally executed by each of the foregoing and Borrower
         has executed and delivered to Agent for delivery to each Bank such
         Bank's New Term Note.



                                      -7-
<PAGE>
                  (b) Each Bank shall have executed an Investment Letter in form
         and substance the same as Exhibit C to this Amendment.

                  (c) Borrower shall have provided to the Agent such
         confirmations ads the Agent reasonably may require to confirm that the
         Articles of Amendment to the Articles of Incorporation of Borrower have
         been adopted by Borrower's Board of Directors and have been filed with
         the Colorado Secretary of State.

         5. Post-Closing Items. On or before December 28, 2001, Borrower and
each Guarantor shall have delivered to Agent: (i) resolutions of its board of
directors authorizing the execution and delivery of this Amendment and the
performance of the obligations of Borrower and each Guarantor hereunder; and
(ii) a certificate of its secretary stating the names of those officers of
Borrower and each Guarantor authorized to execute this Amendment, each
containing a specimen signature of each such officer. Notwithstanding any
provision of this Amendment or the Credit Agreement, as hereby amended, to the
contrary, the failure of Borrower or any Guarantor to timely deliver the
foregoing shall constitute an Event of Default.

         6. RELEASE OF BANKS, AGENT AND BANC ONE LEASING. BORROWER AND
GUARANTORS HEREBY FOREVER RELEASE AND DISCHARGE BANKS, AGENT AND BANC ONE
LEASING, FROM, AND HEREBY FOREVER RELINQUISH AND WAIVE, ANY AND ALL DEBTS,
DEMANDS, CLAIMS, LIABILITY, SUITS, PROCEEDINGS, EXPENSES, ACTIONS AND CAUSES OF
ACTION WHATSOEVER, OF EVERY KIND, NAME AND NATURE, KNOWN AND UNKNOWN, WHETHER OR
NOT FOUNDED IN FACT OR IN LAW, AND WHETHER IN LAW OR IN EQUITY OR OTHERWISE,
HERETOFORE OR NOW EXISTING OR HEREAFTER ARISING IN ANY MANNER WHATSOEVER ARISING
FROM, IN CONNECTION WITH OR WITH RESPECT TO FACTS ARISING BEFORE OR IN EXISTENCE
AS OF THE DATE OF EXECUTION OF THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION,
ANY LOAN TO BORROWER, ANY REQUEST FOR WAIVER OF ANY COVENANT OR CONDITION OF THE
CREDIT AGREEMENT, ANY GUARANTY OR GUARANTEE OF GUARANTORS, ANY COLLATERAL
GRANTED TO BANKS OR AGENT TO SECURE ANY OBLIGATION OF ANY OF BORROWER OR
GUARANTORS TO BANKS OR AGENT, ANY NEGOTIATIONS BETWEEN BANKS OR AGENT AND THE
BORROWER OR ANY GUARANTOR WITH RESPECT TO ANY OF THE FOREGOING, THE MASTER
LEASE, THE LEASES, ANY FAILURE TO FUND ANY LEASE, ANY NEGOTIATIONS BETWEEN BANC
ONE LEASING AND THE BORROWER OR ANY GUARANTOR OR ANY OTHER MATTER INVOLVING
BORROWER, GUARANTORS OR ANY OF THEM, AND ANY OTHER ACT, ACTION, DECISION,
INACTION, REFUSAL TO ACT, FORBEARANCE OR OMISSION OF BANKS, AGENT, BANC ONE
LEASING OR ANY OFFICER, DIRECTOR, EMPLOYEE, ATTORNEY OR OTHER AGENT OF BANKS,
AGENT OR BANC ONE LEASING OR ANY OTHER MEMBER OF THE BANK/AGENT GROUP. WITHOUT
IN ANY MANNER LIMITING THE SCOPE OF THE RELEASE CONTAINED IN THIS SECTION 6,
BORROWER AND GUARANTORS EXPRESSLY AGREE THAT THEY HAVE CONSULTED, OR HAD ANY
OPPORTUNITY TO CONSULT, WITH LEGAL COUNSEL WITH RESPECT TO THE RELEASE CONTAINED
IN THIS AMENDMENT, THEY UNDERSTAND THAT THIS AMENDMENT CONTAINS A RELEASE OF THE
BROADEST POSSIBLE NATURE AND RESULTS IN THE




                                      -8-
<PAGE>

RELEASE OF THOSE CLAIMS KNOWN TO THE PARTIES AND THOSE CLAIMS WHICH ARE NOT
KNOWN TO THE PARTIES AND, FURTHERMORE, THAT THE RELEASE HEREBY GIVEN IS GIVEN IN
EACH AND EVERY CAPACITY WHICH THE PARTY HOLDS AND RELEASES NOT ONLY THOSE CLAIMS
WHICH THE PARTY MIGHT HAVE BROUGHT DIRECTLY PRIOR TO THE EXECUTION OF THIS
AMENDMENT BUT ALSO THOSE CLAIMS WHICH MAY HAVE BEEN BROUGHT INDIRECTLY OR
DERIVATIVELY BY BORROWER OR GUARANTORS. BORROWER AND EACH OF THE GUARANTORS
SHALL BE DEEMED TO HAVE RELEASED, RELINQUISHED, WAIVED AND DISCHARGED EACH AND
EVERY CLAIM ANY OF THEM MAY HAVE WHETHER NOW EXISTING OR HEREAFTER ARISING TO
THE FULLEST EXTENT POSSIBLE AS HEREINBEFORE PROVIDED. BORROWER AND GUARANTORS
ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 6 ARE A MATERIAL INDUCEMENT FOR
THE BANKS AND AGENT TO ENTER INTO THIS AMENDMENT. For the purposes of this
Section 6, Banks and Agent shall mean Bank One, Colorado, N.A., Bank One,
Indiana, N.A., KeyBank National Association, National City Bank of Indiana,
National City Bank, Indiana, The Fifth Third Bank of Central Indiana and their
predecessors-in-interest, the parent company of any of them, all other
affiliates of Banks and Agent and all subsidiaries, direct or indirect, of
Banks, Agent and any other member of the Bank/Agent Group (as hereinafter
defined). For the purposes of this Section 6, Banc One Leasing shall mean Banc
One Leasing Corporation, any predecessor-in-interest, its parent company and all
other affiliates of Banc One Leasing Corporation and all subsidiaries, direct or
indirect, of Bank One Leasing Corporation and any other member of the Bank/Agent
Group. For the purposes of this Section 7, Bank/Agent Group shall mean Banks,
Agent, Banc One Leasing, the parent company of any of them, all other affiliates
of any of them and all subsidiaries, direct or indirect, of Banks, Agent, Banc
One Leasing and any other member of the Bank/Agent Group and all officers,
directors, employees, attorneys and other agents of Banks, Agent, Banc One
Leasing and all other members of the Bank/Agent Group.

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

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

                  (b) Banc One Leasing and Banks are not obligated to reach any
         further agreement concerning the reinstatement, restructure or
         modification of the Obligations, any obligation under or with respect
         to the Master Lease and the Leases or any of the Loan Instruments, the
         Master Lease or any of the Leases; and



                                      -9-
<PAGE>
                  (c) Except as provided herein, neither this Amendment, nor any
         action taken or forbearance by Banc One Leasing and the Banks pursuant
         to this Amendment, shall impair, prejudice, or in any other manner
         affect the rights of Banc One Leasing, Agent or Banks in and to any of
         the Collateral or any property leased from Banc One Leasing by Borrower
         or any Guarantor (including, without limitation, any proceeds thereof)
         or establish or be deemed to establish any precedent or course of
         dealing with respect to any of the Obligations, any obligations under
         the Master Lease and the Leases or any Collateral or leased property.

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

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

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

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

         12. Ratification. Borrower and each Guarantor hereby ratify and confirm
its respective Obligations as evidenced by the New Term Notes and the other Loan
Instruments, as amended hereby, and the liens and security interests created
thereby, and acknowledges that it has no defenses, claims or setoffs to the
enforcement by Agent or Banks of Borrower's and/or Guarantors' Obligations, as
partially reduced, released and discharged hereby.

         13. Expenses. Borrower agrees to pay or reimburse on demand all
reasonable costs and expenses of the Agent, including, without limitation, legal
fees, incurred in connection with the preparation, execution, delivery,
interpretation or enforcement of this Amendment and the other agreements,
documents and instruments provided for herein and/or the interpretation or
enforcement of the Credit Agreement or any of the other Loan Instruments and/or
any rights and/or remedies of



                                      -10-
<PAGE>

Agent and/or Banks under the Credit Agreement, this Amendment or any of the
other Loan Instruments.

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


         IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment by their respective duly authorized signatories effective as of the
date first set forth above.

                            ANALYTICAL SURVEYS, INC., as Borrower


                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


                            MSE CORPORATION, as Guarantor and lease guarantor


                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


                            ASI LANDMARK, INC., as Guarantor and lease guarantor


                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


                            ASI OF PUERTO RICO, INC., as Guarantor


                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


                            MSE HOLDING COMPANY, as Guarantor

                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


                                      -11-
<PAGE>



                            MSE LLC, as Guarantor


                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


                            CARTOTECH, INC., as lease guarantor


                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


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


                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


                            SURVEY HOLDINGS, INC., as Guarantor and lease
                            guarantor


                            By: /s/ Michael A. Renninger
                               -------------------------------------------------
                                Michael A. Renninger, Chief Financial Officer


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


                            By: /s/ Richard M. Hixson
                               -------------------------------------------------
                                Richard M. Hixson, Officer



                                      -12-