<PAGE>

                         PLEDGE AND SECURITY AGREEMENT

                           ANALYTICAL SURVEYS, INC.

     THIS  PLEDGE AND SECURITY AGREEMENT, dated as of  June 3, 1998, is by 
ANALYTICAL SURVEYS, INC., a Colorado corporation ("Pledgor") to BANK ONE, 
COLORADO, N.A., ("Agent") for the ratable benefit of the Banks under that 
certain Credit Agreement dated as of June 3, 1998, by and among Pledgor (as 
Borrower thereunder), Agent, and the Banks, with such Credit Agreement, as 
hereafter amended, modified or extended by the parties thereto referred to as 
the "Credit Agreement".

                                   RECITALS

     A.  The Banks are willing to extend credit facilities to Pledgor subject 
to the terms and conditions of the Credit Agreement. One of the terms of the 
Credit Agreement is the requirement for execution and delivery of this Pledge 
Agreement by Pledgor.

     B.  In order to induce the Banks to enter into the Credit Agreement, 
Pledgor is willing to enter into this Pledge Agreement to secure the due and 
punctual performance of the obligations of Pledgor under the Credit Agreement.

                                   AGREEMENT

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  DEFINED TERMS.  (a) As used herein, the following terms shall have 
the following meanings:

          "PLEDGE AGREEMENT" shall mean this Pledge and Security Agreement, as
     the same may be further amended, supplemented or otherwise modified from
     time to time.

          "PLEDGED COLLATERAL" shall mean the Pledged Stock and all Proceeds.

          "PLEDGED STOCK" shall mean the shares of capital stock or limited
     liability company membership interests of each Subsidiary Issuer listed in
     Schedule I hereto, in each case together with all stock certificates,
     options, warrants or rights of any nature whatsoever that may be issued or
     granted by any Subsidiary Issuer to the Pledgor in respect of the Pledged
     Stock while this Pledge Agreement is in effect.

<PAGE>

         "PROCEEDS" shall have the meaning given thereto by C.R.S. 4-9-306.

         "SUBSIDIARY ISSUER" shall mean the company listed on SCHEDULE 1
     hereto, which is a wholly-owned Subsidiary of Pledgor.

         (b)  Unless otherwise defined herein, the capitalized terms used 
herein which are defined in, or by reference in, the Credit Agreement shall 
have the meanings specified therein.

         (c)  The words "hereof", "herein" and "hereunder" and words of 
similar import shall refer to this Pledge Agreement as a whole and not to any 
particular provision of this Pledge Agreement, and section, subsection, 
exhibit and schedule references are to this Pledge Agreement unless otherwise 
specified.

     2.  PLEDGE AND GRANT OF SECURITY INTEREST.  For value received and to 
induce the Banks to make the Loans and otherwise to extend credit to 
Borrower, Pledgor, for the ratable benefit of the Banks, hereby pledges, 
charges, assigns, transfers and delivers, by way of  a first lien, security 
interest and assignment, to Agent, and grants a security interest to Agent 
in, all of its right, title and interest in and to the Pledged Collateral as 
security for all present and future obligations and liabilities of all kinds 
of Pledgor to the Banks under the Loan Instruments or hereunder, whether 
incurred by Pledgor as maker, endorser, drawer, acceptor, guarantor, 
accommodation party or otherwise, and whether due or to become due, secured 
or unsecured, absolute or contingent, joint or several, and howsoever or 
whensoever incurred by Pledgor or acquired by any Bank (collectively referred 
to as the "Obligations").

     3.  DELIVERY; STOCK POWERS; ENDORSEMENTS.  All certificates or 
instruments representing or evidencing the Pledged Stock pledged pursuant to 
SECTION 2 hereof have previously been delivered or are being delivered to and 
held by Agent concurrently with the execution of this Pledge Agreement and 
are in suitable form for transfer by delivery, endorsed in blank or 
accompanied by duly executed undated instruments of transfer or assignments 
in blank, having attached thereto or to such certificates all requisite 
federal, state or provincial stock transfer tax stamps, all in form and 
substance satisfactory to Agent.

     4.  WARRANTIES, COVENANTS AND AGREEMENTS OF PLEDGOR.

     Pledgor warrants, covenants and agrees that:

     (a) the Subsidiary Issuers are all of the directly-owned Subsidiaries of 
the Pledgor, and the Pledged Stock, consisting of the shares of the 
Subsidiary Issuers listed on SCHEDULE 1 hereto, is all of the issued and 
outstanding common stock or other equity interests in the Subsidiary Issuers,

     (b) except for the security interests granted hereby,

             (i)  Pledgor is, and as to Pledged Collateral acquired after the
     date hereof, Pledgor shall and will be at the time of acquisition, the
     owner and holder of the Pledged Collateral free from any adverse claim,
     security interest, encumbrance, lien, 


                                       -2-

<PAGE>

     charge, or other right, title or interest of any person other than Agent
     and covenants that at all times the Pledged Collateral will be and remain
     free of all such adverse claims, security interests, or other liens or
     encumbrances;

            (ii)   Pledgor has full power and lawful authority to enter into
     this Pledge and Security Agreement and to pledge, assign and transfer the
     Pledged Collateral to Agent and to grant to Agent a first and prior
     security interest therein as herein provided, all of which have been duly
     authorized by all necessary corporate action;

            (iii)  the execution and delivery and the performance hereof are not
     in contravention of any charter, article of incorporation or by-law
     provision, or of any indenture, agreement or undertaking to which Pledgor
     is a party or by which Pledgor or its property is bound;

            (iv)   this Pledge and Security Agreement constitutes the valid and
     legally binding obligation of Pledgor enforceable in accordance with its
     terms, subject, as to enforcement, to bankruptcy, insolvency,
     reorganization, moratorium and other laws of general applicability relating
     to or affecting creditors' rights and to general equity principles; and

            (v)    Pledgor will defend the Pledged Collateral against all claims
     and demands of all persons at any time claiming the same or any interest
     therein.  Any officer, agent or representative acting for or on behalf of
     Pledgor in connection with this Pledge and Security Agreement or any aspect
     hereof, or entering into or executing this Pledge and Security Agreement on
     behalf of Pledgor, has been duly authorized to do so, and is fully
     empowered to act for and represent Pledgor in connection with this Pledge
     and Security Agreement and all matters related thereto or in connection
     therewith.

     (c) (i)  Pledgor has not heretofore signed any financing statement or 
security agreement which covers any of the Pledged Collateral, and no such 
financing statement or security agreement is now on file in any public office.

             (ii)  As long as any amount remains unpaid on any of the
     Obligations or under any agreements entered into in connection with the
     Obligations, except as expressly permitted by any such agreements,
     (A) Pledgor will not enter into or execute any security agreement or
     financing statement covering the Pledged Collateral, other than those
     security agreements and financing statements in favor of Agent hereunder,
     and further (B) there will not be on file in any public office any
     financing statement or statements (or any documents or papers filed as
     such) covering the Pledged Collateral, other than financing statements in
     favor of Agent hereunder, unless in any case the prior written consent of
     Agent shall have been obtained.

            (iii)  At the request of Agent, Pledgor will join Agent in
     executing such documents as Agent may determine from time to time to be
     necessary or desirable under provisions of any applicable laws in effect
     where the Pledged Collateral is 


                                       -3-

<PAGE>

     located or where Pledgor conducts business; without limiting the 
     generality of the foregoing, Pledgor agrees to join Agent, at Agent's 
     request, in executing one or more financing statements or other 
     instruments in form satisfactory to Agent, and Pledgor will pay the 
     costs of filing or recording the same, or of filing or recording this 
     Pledge Agreement, in all public offices at any time and from time to 
     time whenever filing or recording of any such financing statement or of 
     this Pledge Agreement is deemed by Agent to be necessary or desirable.  
     In connection with the foregoing, it is agreed and understood between 
     the parties hereto (and Agent is hereby authorized to carry out and 
     implement this agreement and understandings, and Pledgor hereby agrees 
     to pay the costs thereof) that Agent may, at any time or times, file as 
     a financing statement any counterpart, copy or reproduction of this 
     Pledge Agreement.

     (d) In the event that Pledgor receives any promissory notes or 
evidences of indebtedness of any Subsidiary Issuer, Pledgor shall hold the 
same in trust as property of the Banks and forthwith assign, pledge and 
deliver the same to Agent for the ratable benefit of the Banks.

     5.  RIGHTS OF AGENT AND PLEDGOR RELATED TO PLEDGED COLLATERAL.

     Agent may from time to time following the occurrence of an Event of 
Default, as defined in SECTION 7 hereof:

     (a) Transfer any of the Pledged Collateral into the name of Agent or 
its nominee.

     (b) Notify parties obligated on any of the Pledged Collateral to make 
payment to Agent of any amounts due or to become due thereunder.

     (c) Enforce collection of any of the Pledged Collateral by suit or 
otherwise; surrender, release or exchange all or any part thereof, or 
compromise or extend or renew for any period (whether or not longer than the 
original period) any obligation of any nature of any party with respect 
thereto; and exercise all other rights of Pledgor in any of the Pledged 
Collateral, except as hereinafter provided with respect to income from or 
interest on the Pledged Collateral and except that, prior to an Event of 
Default, Pledgor may exercise its voting and consensual rights with respect 
to any Pledged Collateral constituting voting securities.

     (d) Take possession or control of any proceeds of the Pledged 
Collateral.

     Until the occurrence of an Event of Default, Pledgor shall have the 
right to receive all income from or interest on the Pledged Collateral, and 
if Agent receives any such income or interest prior to the occurrence of an 
Event of Default, Agent shall pay the same promptly to Pledgor, except that 
in the case of securities or other property distributed by way of a dividend 
or otherwise with respect to the Pledged Collateral, such securities or other 
property (other than cash) shall be promptly delivered to Agent to be held as 
Pledged Stock or other Pledged Collateral hereunder.  Upon the occurrence of 
an Event of Default, Pledgor will not demand or receive any income from or 
interest on the Pledged Collateral, and if Pledgor receives any such income 
or interest without any demand by it, the same shall be held by Pledgor in 
trust for Agent in the same medium in which received, shall not be commingled 
with any assets of Pledgor and shall be delivered to Agent in the 


                                       -4-

<PAGE>

form received, properly endorsed to permit collection, not later than the 
next business day following the day of its receipt.  Agent shall promptly 
apply the net cash received from such income or interest to payment of any of 
the Obligations, provided that Agent shall account for and pay over to 
Pledgor any such income or interest remaining after payment in full of the 
Obligations then outstanding.

     So long as no Event of Default or event which, with the giving of notice 
or the lapse of time, or both, would become an Event of Default shall have 
occurred and be continuing:

          (i)   Pledgor shall be entitled to exercise any and all voting and
     other consensual rights pertaining to the Pledged Collateral or any part
     thereof for any purpose not inconsistent with the terms of this Pledge
     Agreement or the Credit Agreement; PROVIDED, HOWEVER, that Pledgor shall
     not exercise or refrain from exercising any such right if, in Agent's
     judgment, such action would have a material adverse effect on the value of
     the Pledged Collateral or any part thereof; and, PROVIDED, FURTHER, that
     upon the request of Agent, Pledgor shall give Agent at least five days'
     written notice of the manner in which it intends to exercise, or the
     reasons for refraining from exercising, any such rights; and

          (ii)  Agent shall execute and deliver (or cause to be executed and
     delivered) to Pledgor all such proxies and other instruments as Pledgor may
     reasonably request for the purpose of enabling Pledgor to exercise the
     voting and other rights which it is entitled to exercise pursuant to
     PARAGRAPH (i) above.

     Agent shall never be under any obligation to collect, attempt to 
collect, protect or enforce the Pledged Collateral or any security therefor, 
which Pledgor agrees and undertakes to do at Pledgor's expense, but Agent may 
do so in its discretion at any time after the occurrence of an Event of 
Default and at such time Agent shall have the right to take any steps by 
judicial process or otherwise as it may deem proper to effect the collection 
of all or any portion of the Pledged Collateral or to protect or to enforce 
the Pledged Collateral or any security therefor.  All reasonable expenses 
(including, without limitation, reasonable attorneys' fees and expenses) 
incurred or paid by Agent in connection with any such collection or attempt 
to collect the Pledged Collateral or actions to protect or enforce the 
Pledged Collateral or any security therefor shall be borne by Pledgor or 
reimbursed by Pledgor to Agent upon demand.  The proceeds received by Agent 
as a result of any such actions in collecting or enforcing or protecting the 
Pledged Collateral shall be held by Agent without liability for interest 
thereon and shall be promptly applied by Agent as Agent may deem appropriate 
toward payment of any of the Obligations secured hereby in such order or 
manner as Agent may elect.

     In the event Agent shall pay any taxes, assessments, interests, costs, 
penalties or expenses incident to or in connection with the collection of the 
Pledged Collateral or protection or enforcement of the Pledged Collateral or 
any security therefor, Pledgor, upon demand of Agent, shall pay to Agent the 
full amount thereof with interest at a rate per annum (based on a 360-day 
year for the actual number of days involved) from the date expended by Agent 
until repaid equal to the sum of three percent (3%) plus the Prime Rate in 
effect under and defined by the Credit Agreement.  So long as Agent shall be 
entitled to any such payment, this Pledge Agreement shall operate as security 
therefor as fully and to the same extent as it operates as security for 
payment of the other Obligations 


                                       -5-

<PAGE>

secured hereunder, and for the enforcement of such repayment, Agent shall 
have every right and remedy provided hereunder for enforcement of payment of 
the Obligations.

     6.  FURTHER ASSURANCES; AGENT AS AGENT.

     Pledgor agrees to take such actions and to execute such stock or bond 
powers and such other or different writings as Agent may request (and 
irrevocably authorizes Agent to execute such writings as Pledgor's agent and 
attorney-in-fact) further to perfect, confirm and assure Agent's security 
interest in the Pledged Collateral and to assist Agent's realization thereon 
including, without limitation, the right to receive, indorse, and collect all 
instruments made payable to Pledgor representing any dividend, interest 
payment or other distribution in respect of the Pledged Collateral or any 
part thereof except to the extent Pledgor is entitled to receive any cash 
dividend pursuant to Section 5.

     7.  EVENT OF DEFAULT.

     The occurrence of any of the following shall constitute an "Event of 
Default" hereunder:

     (a) Failure of Pledgor to pay any Obligation (including any installment 
of principal or interest thereon) when due and payable (after the expiration 
of any grace period provided by the applicable Loan Instruments), whether at 
maturity, by notice of intention to prepay or otherwise;

     (b) Default in the timely performance by Pledgor of any obligation or 
covenant contained herein or an Event of Default under the Credit Agreement 
or any other Collateral Document to which Pledgor is a party, which default 
shall not have been cured during any applicable grace period;

     (c) Any representation or warranty made by Pledgor herein or in any 
other agreement with or instrument delivered to Agent, or any statement or 
representation made in any certificate, report or opinion delivered in 
connection herewith or in connection with any such other agreement or 
instrument that proves to be false or misleading in any material respect when 
made; or

     (d) The insolvency of Pledgor, the admission by Pledgor of its 
inability to pay its debts as they become due, the commencement of any case 
by or against Pledgor under any bankruptcy or insolvency law (and, in the 
event such case is not instituted by Pledgor, it shall remain undismissed or 
unstayed for a period of 45 days or any of the actions sought in such 
proceeding shall occur), or the making by Pledgor of any assignment for the 
benefit of creditors.

     8.  RIGHTS AND REMEDIES OF AGENT UPON DEFAULT.

     If an Event of Default shall have occurred:


                                       -6-

<PAGE>

     (a)  Agent shall have and may exercise with reference to the Pledged 
Collateral and the Obligations any or all of the rights and remedies of a 
secured party under the Uniform Commercial Code ("UCC"), as applicable, and 
as otherwise granted herein or under any other applicable law or under any 
other agreement now or hereafter in effect executed by Pledgor, including, 
without limitation, the right and power to sell, at public or private sale or 
sales, or otherwise dispose of, or otherwise utilize the Pledged Collateral 
and any part or parts thereof in any manner authorized or permitted under 
said UCC after default by a debtor, and to apply the proceeds thereof toward 
payment of any costs and expenses and attorneys' fees and expenses thereby 
incurred by Agent and toward payment of the Obligations in such order or 
manner as Agent may elect.  Specifically and without limiting the foregoing, 
Agent shall have the right to take possession of all or any part of the 
Pledged Collateral or any security thereof and of all books, records, papers 
and documents of Pledgor or in Pledgor's possession or control relating to 
the Pledged Collateral which are not already in Agent's possession, and for 
such purpose may enter upon any premises upon which any of the Pledged 
Collateral or any security therefor or any of said books, records, papers and 
documents are situated and remove the same therefrom without any liability 
for trespass or damages thereby occasioned. To the extent permitted by law, 
Pledgor expressly waives any notice of sale or other disposition of the 
Pledged Collateral and all other rights or remedies of Pledgor or formalities 
prescribed by law relative to sale or disposition of the Pledged Collateral 
or exercise of any other right or remedy of Agent existing after default 
hereunder; and to the extent any such notice is required and cannot be 
waived, Pledgor agrees that if such notice is given in the manner provided in 
SECTION 14 hereof at least ten days before the time of the sale or 
disposition, such notice shall be deemed reasonable and shall fully satisfy 
any requirement for giving of said notice.  Agent shall not be obligated to 
make any sale of Pledged Collateral regardless of notice of sale having been 
given. Agent may adjourn any public or private sale from time to time by 
announcement at the time and place fixed thereof, and such sale may, without 
further notice, be made at the time and place to which it was so adjourned.

     (b)  Upon notice by Agent to Pledgor, Agent or its nominee or nominees 
shall have the sole and exclusive right to exercise all voting and consensual 
powers pertaining to the Pledged Collateral or any part thereof and may 
exercise such powers in such manner as Agent may elect.

     (c)  All dividends, payments of interest and other distributions of 
every character made upon or in respect of the Pledged Collateral or any part 
thereof shall be deemed to be Pledged Collateral and shall be paid directly 
to and shall be held by Agent as additional Pledged Collateral pledged under 
and subject to this Pledge Agreement.

     (d)  All rights to marshaling of assets of Pledgor, including any such 
right with respect to the Pledged Collateral, are hereby waived by Pledgor.

     (e)  All recitals in any instrument of assignment or any other 
instrument executed by Agent incident to sale, lease, transfer, assignment or 
other disposition, lease or utilization of the Pledged Collateral or any part 
thereof hereunder shall be full proof of the matters stated therein and no 
other proof shall be requisite to establish full legal propriety of the sale 
or other action taken by Agent or of any fact, condition or thing incident 
thereto, and all requisites of such sale or other action or of any fact, 
condition or thing incident thereto shall be presumed conclusively to have 
been performed or to have occurred.


                                       -7-

<PAGE>

     9.   SPECIAL PROVISIONS FOR PLEDGED STOCK.

     Pledgor hereby acknowledges that the sale by Agent of any of the Pledged 
Stock pursuant to the terms hereof in compliance with applicable federal or 
state securities laws (as now in effect or as hereafter amended, or any 
similar statute hereafter adopted with similar purpose or effect, the 
"Securities Laws") may require strict limitations as to the manner in which 
Agent or any subsequent transferee of the Pledged Stock may dispose of such 
securities.  Pledgor understands that in order to protect Agent's interest it 
may be necessary to sell the Pledged Stock at a price less than the maximum 
price attainable if a sale were delayed or were made in another manner, such 
as a public offering requested under the Securities Laws.  Pledgor has no 
objection to a sale in such a manner.

     10.  APPLICATION OF PROCEEDS BY AGENT.

     In the event Agent sells or otherwise disposes of the Pledged Collateral 
in the course of exercising the remedies provided for in SECTION 8 hereof, 
any amounts held, realized or received by Agent pursuant to the provisions 
hereof, including the proceeds of the sale of any of the Pledged Collateral 
or any part thereof, shall be applied by Agent first toward the payment of 
any costs and expenses incurred by Agent in enforcing this Pledge Agreement, 
in realizing on or protecting any Pledged Collateral and in enforcing or 
collecting any Obligations or any guaranty thereof, including, without 
limitation, the reasonable, actual attorneys' fees and expenses incurred by 
Agent (all of which costs and expenses are secured by the Pledged 
Collateral), all of which costs and expenses Pledgor agrees to pay, and then 
as provided in the Credit Agreement.  Any amounts and any Pledged Collateral 
remaining after such application and after payment to the Banks of all of the 
Obligations in full shall be paid or delivered to Pledgor, its successor or 
assigns, or as a court of competent jurisdiction may direct.

     Agent shall be deemed to have exercised reasonable care in the custody 
and preservation of the Pledged Collateral in its possession if the Pledged 
Collateral is accorded treatment substantially equal to that which Agent 
accords its own property, it being understood that Agent shall not have any 
responsibility for (x) ascertaining or taking action with respect to calls, 
conversions, exchanges, maturities, tenders or other matters relative to any 
Pledged Collateral, whether or not Agent has or is deemed to have knowledge 
of such matters or (y) taking any necessary steps to preserve rights against 
any parties with respect to any Pledged Collateral.

     11.  ABSOLUTE INTEREST.

     (a)  So long as any Obligations are unsatisfied, all rights of Agent 
hereunder, and all obligations of Pledgor hereunder, shall be absolute and 
unconditional irrespective of (i) any lack of validity or enforceability of 
any provision of the Credit Agreement, any agreement with respect to the 
Obligations or any other agreement or instrument relating to any of the 
foregoing, (ii) any change in the time, manner or place of payment of, or in 
any other term of, all or any of the Obligations, or any other amendment or 
waiver of or any consent to any departure from the Credit Agreement or any 
other agreement or instrument, (iii) any exchange, release or non-perfection 
of any Pledged Collateral, or any release or amendment or waiver of or any 
consent to or departure from any guarantee, for all or any of the Obligations 
or (iv) any other circumstance which might constitute 


                                       -8-

<PAGE>

a defense available to, or a discharge of, Pledgor in respect of the 
Obligations or this Pledge Agreement.

     (b)  This Pledge Agreement shall not be construed as relieving Pledgor 
from full liability on the Obligations and any and all future and other 
indebtedness secured hereby and for any deficiency thereon.

     (c)  Agent is hereby subrogated to all of Pledgor's interests, rights 
and remedies in respect to the Pledged Collateral and all security now or 
hereafter existing with respect thereto and all guaranties and endorsements 
thereof and with respect thereto.

     12.  TERMINATION.

     This Pledge Agreement and the security interests created hereunder shall 
terminate when all the Obligations have been indefeasibly paid in full and 
when Agent has no further obligation to extend credit under the Credit 
Agreement, at which time Agent shall execute and deliver to Pledgor all 
documents which Pledgor shall reasonably request to evidence termination of 
such security interest and shall return physical possession of any Pledged 
Collateral then held by Agent to Pledgor; PROVIDED, HOWEVER, that all 
indemnities of Pledgor contained in this Pledge Agreement shall survive, and 
remain in full force and effect regardless of the termination of the security 
interest of this Pledge Agreement.

     13.  ADDITIONAL INFORMATION.

     Pledgor agrees to furnish Agent from time to time such additional 
information and copies of such documents relating to this Pledge Agreement, 
the Pledged Collateral, the Obligations and Pledgor's financial condition to 
the extent and at such times as provided under Section 5.1(h) of the Credit 
Agreement as Agent may reasonably request.

     14.  NOTICES.

     Any communication, notice or demand to be given hereunder shall be in 
writing (including  telex  and  facsimile  communication)  and  mailed,  sent 
by  facsimile,  or  delivered,

     if to Pledgor,

          Analytical Surveys, Inc.
          1935 Jamboree Drive
          Colorado Springs, Colorado 80902
          Attention:  Scott C. Benger
                      Senior Vice President-Finance,
                      Secretary and Treasurer
          Facsimile:  (719) 528-5093


                                       -9-

<PAGE>

     and if to Agent,

          Bank One, Colorado, N.A.
          30 East Pikes Peak Avenue
          Colorado Springs, Colorado 80903
          Attention:  Shaun P. McCarthy
                      Vice President
          Facsimile:  (719) 471-5213

as to each party, at such other address or numbers as shall be designated by 
either party hereto to the other party in a written notice.  All such notices 
and communications shall be effective (a) when received, if mailed by 
registered or certified mail or physically delivered, (b) five (5) days after 
being sent by mail, if sent by ordinary mail, and (c) upon confirmation of 
transmission, if sent by telex or telecopier, addressed in each case as 
aforesaid.

     15.  INDEMNITY AND EXPENSES.

     The Pledgor agrees to indemnify Agent from and against any and all 
claims, losses and liabilities growing out of or resulting from this Pledge 
Agreement (including, without limitation, enforcement of this Pledge 
Agreement and other Collateral Documents, and all claims and demands of all 
persons at any time claiming the Pledged Collateral or any interest therein), 
except claims, losses or liabilities resulting from Agent's gross negligence 
or willful misconduct. Pledgor agrees to pay on demand all out-of-pocket 
expenses of the Agent (including the reasonable fees and expenses of Agent's 
attorneys, experts and agents) in any way relating to the enforcement or 
protection of the rights of the Banks hereunder and further agrees that the 
Pledged Collateral secures such payment.

     16.  NO WAIVER; CUMULATIVE RIGHTS.

     No failure on the part of Agent to exercise, and no delay in exercising, 
any right, remedy or power hereunder shall operate as a waiver thereof, nor 
shall any single or partial exercise by Agent of any right, remedy or power 
hereunder preclude any other or future exercise of any other right, remedy or 
power.  Each and every right, remedy and power hereby granted to Agent or 
allowed it by law or other agreement shall be cumulative and not exclusive of 
any other and may be exercised by Agent from time to time.

     17.  GOVERNING LAW; CONSENT TO JURISDICTION.

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, 
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE 
OF COLORADO, WITHOUT, HOWEVER, GIVING EFFECT TO THE CONFLICTS OF LAW 
PROVISIONS THEREOF.  PLEDGOR, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, 
HEREBY IRREVOCABLY (a) AGREES THAT ANY LEGAL OR EQUITABLE ACTION, SUIT OR 
PROCEEDING AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE 
TRANSACTIONS CONTEMPLATED HEREBY OR THE SUBJECT MATTER HEREOF MAY BE 
INSTITUTED IN ANY COURT OF 


                                       -10-

<PAGE>

APPROPRIATE JURISDICTION IN THE CITY AND COUNTY OF DENVER, COLORADO; (b) 
WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF SUCH 
ACTION, SUIT OR PROCEEDING OR ANY CLAIM OF FORUM NON CONVENIENS; (c) SUBMITS 
ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF ANY SUCH COURT, FOR THE PURPOSES 
OF SUCH ACTION, SUIT OR PROCEEDING; (d) WAIVES ANY IMMUNITY FROM JURISDICTION 
TO WHICH IT MIGHT OTHERWISE BE ENTITLED IN ANY SUCH ACTION, SUIT OR 
PROCEEDING WHICH MAY BE INSTITUTED IN ANY SUCH COURT, AND WAIVES ANY IMMUNITY 
FROM THE MAINTAINING OF AN ACTION AGAINST IT TO ENFORCE IN ANY SUCH COURT, 
ANY JUDGMENT FOR MONEY OBTAINED IN SUCH ACTION, SUIT OR PROCEEDING AND, TO 
THE EXTENT PERMITTED BY APPLICABLE LAW, ANY IMMUNITY FROM EXECUTION; AND 
(e) AGREES THAT ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING BROUGHT BY 
PLEDGOR AGAINST AGENT OR OTHER LENDING PARTY ARISING OUT OF OR RELATING TO 
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE SUBJECT MATTER 
HEREOF SHALL BE INSTITUTED IN SUCH COURTS.

     18.  JURY TRIAL.

     PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY AND 
UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE 
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE 
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE SUBJECT 
MATTER HEREOF. THE PROVISIONS OF THIS SECTION 18 ARE A MATERIAL INDUCEMENT 
FOR AGENT AND THE BANKS TO ENTER INTO THIS PLEDGE AGREEMENT AND THE CREDIT 
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN.  PLEDGOR 
HEREBY ACKNOWLEDGES THAT IT HAS REVIEWED THE PROVISIONS OF THIS SECTION 18 
WITH ITS INDEPENDENT COUNSEL.

     19.  INCONSISTENCY OF AGREEMENTS.

     In case of any inconsistency between this Pledge Agreement and the 
Credit Agreement, the provisions of the Credit Agreement shall be controlling 
except with respect to SECTIONS 1 and 2 hereof as to which the terms of this 
Pledge Agreement shall be controlling.

     20.  EXECUTION IN COUNTERPARTS.

     This Pledge Agreement may be executed in any number of counterparts, 
each of which shall be an original, but such counterparts shall together 
constitute one and the same agreement.


                                       -11-

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Pledge Agreement to be 
duly executed as of the date first above written.


                                       ANALYTICAL SURVEYS, INC.


                                       By: ________________________________
                                           Scott C. Benger
                                           Senior Vice President, Treasurer
                                           and Secretary


                                       BANK ONE, COLORADO, N.A.,
                                       as Agent for the Banks


                                       By: ________________________________
                                           Shaun P. McCarthy
                                           Vice President


                                       -12-

<PAGE>
                                      SCHEDULE I

                            Pledge and Security Agreement
                                           
                              ANALYTICAL SURVEYS, INC.

                             DESCRIPTION OF PLEDGED STOCK
                                OF SUBSIDIARY ISSUERS
                                ---------------------

 

<TABLE>
<CAPTION>
                                     Stock                          % Shares
     ISSUER      Class of Stock   Certificate     No. of Shares   Outstanding 
                                      No.                          by Pledgor

<S>            <C>                <C>             <C>             <C>

MSE            Common Stock,                         100,000           100
Corporation    No par value


ASI Landmark,  Common Stock                            1,000           100
Inc.           No par value

</TABLE>


                                          -13-
<PAGE>

                              ACKNOWLEDGMENT AND CONSENT

          The undersigned, MSE CORPORATION (the "Issuer"), hereby (i) 
acknowledges receipt of the attached Pledge and Security Agreement, dated as 
of June 3, 1998 (the "Pledge Agreement") made by ANALYTICAL SURVEYS, INC. 
("Pledgor") with and in favor of BANK ONE, COLORADO, N.A., as Agent (the 
"Agent") for the Banks under that certain Credit Agreement (as defined in the 
Pledge Agreement), (ii) consents to the pledge pursuant to the Pledge 
Agreement of the shares of stock of the Issuer owned by Pledgor and listed in 
Schedule I thereto (the "Pledged Stock"), (iii) agrees to notify the Agent 
promptly in writing of the breach of any warranty or covenant or the 
occurrence of any of the events described in SECTIONS 4 or 7 of the Pledge 
Agreement and (iv) agrees that, if an Event of Default has occurred, (a) the 
Agent shall have the right to receive any and all cash dividends paid in 
respect of the Pledged Stock and make application thereof to the Obligations 
in such order as provided in the Credit Agreement, and (b) all shares of the 
Pledged Stock shall be registered in the name of the Agent or its nominee and 
the Agent or its nominee may thereafter exercise all voting, corporate and 
other rights pertaining to such shares of the Pledged Stock at any meeting of 
shareholders or otherwise, and any and all rights of conversion, exchange, 
subscription or any other rights, privileges or options existing at such time 
and pertaining to such shares of the Pledged Stock as if it were the absolute 
owner thereof (including, without limitation, the right to exchange at its 
discretion any and all of the Pledged Stock upon the merger, consolidation, 
reorganization, recapitalization or other fundamental change in the corporate 
structure of the Issuer, or upon the exercise by the Pledgor or the Agent of 
any right, privilege or option pertaining to such share of the Pledged Stock, 
and in connection therewith, the right to deposit and deliver any and all of 
the Pledged Stock with any committee, depositary, transfer agent, registrar 
or other designated agency upon such terms and conditions (as it may 
determine to be appropriate), all without liability to the Agent except to 
account for property actually received by it, but the Agent shall have no 
duty to the Pledgor to exercise any such right, privilege or option and shall 
not be responsible for any failure to do so or delay in so doing).

          Capitalized terms used herein but not defined have the meanings
specified in the Pledge Agreement.

          This Acknowledgment and Consent when executed by the Issuer and
accepted by the Agent by executing the acceptance at the foot hereof, shall be
deemed to be a contract under the laws of Colorado and for all purposes, shall
be construed in accordance with the laws of said jurisdiction.

                                      MSE CORPORATION.

                                      By:____________________________________
                                               Scott C. Benger
                                               Vice President

ACCEPTED:
BANK ONE, COLORADO, N.A.,
as Agent for the Banks

By:_______________________    
        Shaun P. McCarthy



                                          -14-
<PAGE>

        Vice President 







                                          -15-
<PAGE>

                             ACKNOWLEDGMENT AND CONSENT

          The undersigned, ASI LANDMARK, INC.  (the "Issuer"), hereby
(i) acknowledges receipt of the attached Pledge and Security Agreement, dated as
of June 3, 1998 (the "Pledge Agreement") made by ANALYTICAL SURVEYS, INC. 
("Pledgor") with and in favor of BANK ONE, COLORADO, N.A., as Agent (the
"Agent") for the Banks under that certain Credit Agreement (as defined in the
Pledge Agreement), (ii) consents to the pledge pursuant to the Pledge Agreement
of the shares of stock of the Issuer owned by Pledgor and listed in Schedule I
thereto (the "Pledged Stock"), (iii) agrees to notify the Agent promptly in
writing of the breach of any warranty or covenant or the occurrence of any of
the events described in SECTIONS 4 or 7 of the Pledge Agreement and (iv) agrees
that, if an Event of Default has occurred, (a) the Agent shall have the right to
receive any and all cash dividends paid in respect of the Pledged Stock and make
application thereof to the Obligations in such order as provided in the Credit
Agreement, and (b) all shares of the Pledged Stock shall be registered in the
name of the Agent or its nominee and the Agent or its nominee may thereafter
exercise all voting, corporate and other rights pertaining to such shares of the
Pledged Stock at any meeting of shareholders or otherwise, and any and all
rights of conversion, exchange, subscription or any other rights, privileges or
options existing at such time and pertaining to such shares of the Pledged Stock
as if it were the absolute owner thereof (including, without limitation, the
right to exchange at its discretion any and all of the Pledged Stock upon the
merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of the Issuer, or upon the exercise by the
Pledgor or the Agent of any right, privilege or option pertaining to such share
of the Pledged Stock, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Stock with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions (as it may determine to be appropriate), all without liability to the
Agent except to account for property actually received by it, but the Agent
shall have no duty to the Pledgor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing).

          Capitalized terms used herein but not defined have the meanings
specified in the Pledge Agreement.

          This Acknowledgment and Consent when executed by the Issuer and
accepted by the Agent by executing the acceptance at the foot hereof, shall be
deemed to be a contract under the laws of Colorado and for all purposes, shall
be construed in accordance with the laws of said jurisdiction.

                                        ASI LANDMARK, INC.

                                        By:_________________________________
                                               Scott C. Benger
                                               President
ACCEPTED:

BANK ONE, COLORADO, N.A.,
as Agent for the Banks

By:_______________________________
       Shaun P. McCarthy



                                          -16-
<PAGE>

       Vice President

























                                          -17-



<PAGE>
























                                          -18-