PROMISSORY NOTE

     Principal                 Loan Date    Maturity       Loan No   Call
     Collateral
     $3,430.000.00             12/20/95     02/29/2000
     Account       Officer Initials
       176857108      048

     Borrower: ANALYTICAL SURVEYS, INC., A COLORADO CORPORATION
               1935 JAMBOREE DRIVE
               COLORADO SPRINGS, CO 80920

     Lender:   BANK ONE, COLORADO, N.A.
               Colorado Springs Banking Center
               2696 South Colorado Blvd.
               DENVER , CO 80222

     PROMISE TO PAY.  ANALYTICAL SURVEYS, INC., A COLORADO CORPORATION
     ("Borrower") promises to pay to BANK ONE, COLORADO, N.A. ("Lender"), or
     order, in lawful money of the United States of America, the principal
     amount of Three Million Four Hundred Thirty Thousand & 00/100 Dollars
     ($3,340,000.00), together with interest on the unpaid principal balance
     from December 20, 1995, until paid in full.

     PAYMENT.  Subject to any payment changes resulting from changes in the
     Index, Borrower will pay this loan in accordance with the following payment
     schedule:

     11 consecutive monthly principal and interest payments in the initial
     amount of $56,061.80 each, beginning January 29, 1996, with interest
     calculated on the unpaid principal balances at an interest rate of 0.600
     percentage points over the Index described below; 12 consecutive monthly
     principal and interest payments in the initial amount of $56,629.72 each,
     beginning December 29, 1996, with interest calculated on the unpaid
     principal balances at an interest rate of 0.600 percentage points over the
     Index described below; 26 consecutive monthly principal and interest
     payments in the initial amount of $57,356.63 each, beginning December 29,
     1997, with interest calculated on the unpaid balances at an interest rate
     of 0.600 percentage points over the Index described below; and 1 principal
     and interest payment in the initial amount of $1,685,552.37 on February 29,
     2000, with interest calculated on the unpaid principal balances at an
     interest rate of 0.600 percentage points over the Index described below.
     This estimated final payment is based on the assumption that all payments
     will be made exactly as scheduled and that the Index does not change; the
     actual final payment will be for all principal and accrued interest not yet
     paid, together with any other unpaid amounts under this Note.

     Interest on this Note is computed on a 365/360 simple interest basis; that
     is, by applying the ratio of the annual interest rate over a year of 360
     days, multiplied by the outstanding principal balance, multiplied by the
     actual number of days the principal balance is outstanding.  Borrower will
     pay Lender at Lender's address shown above or at such other place as Lender
     may designate in writing.  Unless otherwise agreed or required by
     applicable law, payments will be applied first to accrued unpaid interest,
     then to principal and any remaining amount to any unpaid collection costs
     and late charges.

     VARIABLE INTEREST RATE.  The interest rate on this Note is subject to
     change from time to time based on changes in an Index which is the LENDER'S


     PRIME RATE (the "Index").  PRIME RATE IS THE LENDER'S BASE LENDING RATE AS
     ANNOUNCED BY THE LENDER FROM TIME TO TIME AT ITS SOLE DISCRETION. AT ANY
     GIVEN TIME, THE LENDER MAY MAKE LOANS, AT, ABOVE, OR BELOW ITS PRIME RATE.
     Lender will tell Borrower the current Index rate upon Borrower's request.
     Borrower understands that Lender may make loans based on other rates as
     well.  The interest rate change will not occur more often than each DAY.
     The Index currently is 8.750% per annum.  The interest rate or rates to be
     applied to the unpaid principal balance of this Note will be the rate or
     rates set forth above in the "Payment" section.  NOTICE:  Under no
     circumstances will the interest rate on this Note be more than the maximum
     rate allowed by applicable law.  Whenever increases occur in the interest
     rate, Lender, at its option, may do one or more of the following: (a)
     increase Borrower's payments to ensure Borrower's loan will pay off by its
     original final maturity date, (b) increase Borrower's payments to cover
     accruing interest, (c) increase the number of Borrower's payments, and (d)
     continue Borrower's payments at the same amount and increase Borrower's
     final payment.

     PREPAYMENT; MINIMUM INTEREST CHARGE.  Borrower agrees that all loan fees
     and other prepaid finance charges are earned fully as of the date of the
     loan and will not be subject to refund upon early payment (whether
     voluntary or as a result of default), except as otherwise required by law.
     In any event, even upon full prepayment of this Note, Borrower understands
     that Lender is entitled to a minimum interest charge of $25.00.  Other than
     Borrower's obligation to pay any minimum interest charge, Borrower may pay
     without penalty all or a portion of the amount owed earlier than it is due.

     DEFAULT. Borrower will be in default if any of the following happens: (a)
     Borrower fails to make any payment when due and fails to cure such default
     within three (3) business days after notice from Lender. (b) Borrower
     breaks  any promise Borrower has made to Lender, or Borrower fails to
     comply with or to perform when due any other term, obligation, covenant, or
     condition contained in this Note or any agreement related to this Note, or
     in any other agreement or loan Borrower has with Lender. (c) Borrower
     defaults under any loan, extension of credit, security agreement, purchase
     or sales agreement, or any other agreement, in favor of  any other creditor
     or person that may materially affect any of Borrower's property or
     Borrower's ability to repay this note or perform Borrower's obligations
     under this Note or any of the Related Documents. (d) Any representation or
     statement made or furnished to Lender by Borrower or on Borrower's behalf
     is false or misleading in any material respect either now or at the time
     made or furnished.  (e) Borrower becomes insolvent, a receiver is appointed
     for any part of Borrower's property, Borrower makes an assignment for the
     benefit of creditors, or any proceeding is commenced either  by Borrower or
     against Borrower under any bankruptcy or insolvency laws.  (f)  Any
     creditor tries to take any of Borrower's property on or in which Lender has
     a lien or security interest. Provided , however, that this event of default
     shall not apply if there is a good faith dispute by the Borrower or
     Grantor, as the case may be, as to the validity or reasonableness of the
     claim which is basis of the creditor proceeding and if Borrower or Grantor
     gives Lender written notice of the creditor proceedings and furnishes
     reserves for a surety for the creditor proceedings satisfactory to Lender.
     This includes a garnishment of any of Borrower's accounts with Lender  (g)
     Any of the events described in this default section occurs with respect to
     any guarantor of this Note.  (h) A material adverse change occurs in
     Borrower's financial condition, or Lender believes the prospect of payment
     or performance of the Indebtedness is impaired.

     LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid
     principal balance on this Note and all accrued unpaid interest immediately


     due, without notice, and then Borrower will pay that amount.  Upon default,
     including failure to pay upon final maturity, Lender, at its option, may
     also, if permitted under applicable law, do one or both of the following:
     (a) increase the variable interest rate on this Note to 25.000% per annum,
     and (b) add any unpaid accrued interest to principal and such sum will bear
     interest therefrom until paid at the rate provided in this Note (including
     any increased rate).  The interest rate will not exceed the maximum rate
     permitted by applicable law.  Lender may hire or pay someone else to help
     collect this Note if Borrower does not pay.  Borrower also will pay Lender
     that amount.  This includes subject to any limits under applicable law,
     Lenders reasonable attorneys' fees and Lender's legal expenses whether or
     not there is a lawsuit, including reasonable attorneys fees and legal
     expenses for bankruptcy proceedings (including efforts to modify or vacate
     any automatic stay or injunction), appeals, and any anticipated post-
     judgment collection services.  If not prohibited by applicable law,
     Borrower also will pay any court costs, in addition to all other sums
     provided by law.  This Note has been delivered to Lender and accepted by
     Lender in the State of Colorado.  If there is a lawsuit, Borrower agrees
     upon Lender's request to submit to the jurisdiction of the courts of EL
     PASO County, the State of Colorado.  Lender and Borrower hereby waive the
     right to any jury trial in any action, proceeding, or counterclaim brought
     by either Lender or Borrower against the other.  This Note shall be
     governed by and construed in accordance with the laws of the State of
     Colorado.

     RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory
     security interest in, and hereby assigns, conveys, delivers, pledges, and
     transfers to Lender all Borrower's right, title and interest in and to,
     Borrower's accounts with Lender (whether checking, savings, or some other
     account), including without limitation all accounts held jointly with
     someone else and all accounts Borrower may open in the future, excluding
     however all IRA, Keogh, and trust accounts.  Borrower authorizes Lender, to
     the extent permitted by applicable law, to charge or setoff all sums owing
     on this Note against any and all such accounts.

     GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights
     or remedies under this Note without losing them. Borrower and any other
     person who signs, guarantees or endorses this Note, to the extent allowed
     by law, waive presentment, demand for payment, protest and notice of
     dishonor.  Upon any change in the terms of this Note, and unless otherwise
     expressly stated in writing, no party who signs this Note, whether as
     maker, guarantor, accommodation maker or endorser, shall be released from
     liability.  All such parties agree that Lender may renew or extend
     (repeatedly and for any length of time) this loan, or release any party or
     guarantor or collateral; or impair, fail to realize upon or perfect
     Lender's security interest in the collateral; and take any other action
     deemed necessary by Lender without the consent of or notice to anyone.  All
     such parties also agree that Lender may modify this loan without the
     consent of or notice to anyone other than the party with whom the
     modification is made.

     PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
     OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  Borrower
     AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED
     COPY OF THE NOTE.

     BORROWER:

     ANALYTICAL SURVEYS INC., A COLORADO CORPORATION<PAGE>


     BY:_____________________________BY:_/s/ Sidney V. Corder_____
        JOHN A.THORPE, Chairman        SIDNEY V.CORDER, President

     BY:__/s/ Scott C. Benger________
        SCOTT C. BENGER, Vice President

     ___________________________________________________________________________

     Additionally, this Promissory Note includes the following:


     Creditor of Forfeiture Proceedings.  However, this Event of Default shall
     not apply if there is a good faith dispute by Borrower or Grantor, as the
     case may be, as to the validity or reasonableness of the claim which is the
     basis of the creditor or forfeiture proceeding, and if Borrower or Grantor
     gives Lender written notice of the creditor or forfeiture proceeding and
     furnishes reserves or a surety bond for the creditor or forfeiture
     proceeding satisfactory to Lender.

     Right to Cure.  If any default, other than a Default on Indebtedness, is
     curable and if Borrower or Grantor, as the case may be, has not been given
     a notice of a similar default within the preceding twelve (12) months, it
     may be cured (and no Event of Default will have occurred) if Borrower or
     Grantor, as the case may be, after receiving written notice from Lender
     demanding cure of such default: (a) cures the default within thirty (30)
     days; or (b) if the cure requires more than thirty (30) days, immediately
     initiates steps which Lender deems in Lender's sole discretion to be
     sufficient to cure the default and thereafter continues and completes all
     reasonable and necessary steps sufficient to produce compliance as soon as
     reasonably practical.

     Analytical Surveys, Inc., A Colorado Corporation 

     By:______________________________
        John A. Thorpe, Chairman
     By:_/s/Sidney V. Corder____________
        Sidney V. Corder, President
     By:_/s/ Scott C. Benger__________
        Scott C. Benger, Vice President

     Bank One, Colorado N.A.
     By:__/s/ Thomas D. Young__________
        Thomas D. Young, Sr. Vice President<PAGE>