BUSINESS LOAN AGREEMENT

     Principal     Loan Date    Maturity       Loan No   Call   Collateral
     $3,430.000.00   12/20/95   02/29/2000
     Account       Officer Initials
       176857108      048
       References in the shaded area are for Lender's use only and do not limit
     the applicability of this document to any particular loan or item.

     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

     THIS BUSINESS LOAN AGREEMENT between ANALYTICAL SURVEYS, INC., A COLORADO
     CORPORATION ("Borrower") and BANK ONE, COLORADO, N.A. ("Lender") is made
     and executed on the following terms and conditions.  Borrower has received
     prior commercial loans from Lender or has applied to Lender for a
     commercial loan or loans and other financial accommodations, including
     those which may be described on any exhibit or schedule attached to this
     Agreement.  All such loans and financial accommodations, together with all
     future loans and financial accommodations from Lender to Borrower, are
     referred to in this Agreement individually as the "Loan" and collectively
     as the "Loans".  Borrower understands and agrees that: (a) in granting,
     renewing, or extending any Loan, Lender is relying upon Borrower's
     representations, warranties, and agreements, as set forth in this
     Agreement; (b) the granting, renewing, or extending of any Loan by Lender
     at all times shall be subject to Lender's sole judgment and discretion; and
     (c) all such Loans shall be and shall remain subject to the following terms
     and conditions of this Agreement.

     TERM.  This Agreement shall be effective as of December 20, 1995, and shall
     continue thereafter until all Indebtedness of Borrower to Lender has been
     performed in full and the parties terminate this Agreement in writing.

     DEFINITIONS.  The following words shall have the following meanings when
     used in this Agreement.  Terms not otherwise defined in this Agreement
     shall have the meanings attributed to such terms in the Uniform Commercial
     Code.  All references to dollar amounts shall mean amounts in lawful money
     of the United States of America.

     Agreement.  The word "Agreement" means this Business Loan Agreement, as
     this Business Loan Agreement may be amended or modified from time to time,
     together with all exhibits and schedules attached to this Business Loan
     Agreement from time to time.

     Borrower.  The word "Borrower" means ANALYTICAL SURVEYS, INC., A COLORADO
     CORPORATION.  The word "Borrower" also includes, as applicable, all
     subsidiaries and affiliates of Borrower as provided below in the paragraph
     titled "Subsidiaries and Affiliates."

     CERCLA.  The word "CERCLA" means the Comprehensive Environmental Response,
     Compensation, and Liability Act of 1980, as amended.<PAGE>


     Cash Flow. The words "Cash Flow" mean net income after taxes, and exclusive
     of extraordinary gains and income, plus depreciation and amortization.

     Collateral.  The word "Collateral" means and includes without limitation
     all property and assets granted as collateral security for a Loan, whether
     real or personal property, whether granted directly or indirectly, whether
     granted now or in the future, and whether granted in the form of a security
     interest, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt, lien, charge, lien or title retention contract, lease or
     consignment intended as a security device, or any other security or lien
     interest whatsoever, whether created by law, contract, or otherwise.

     Debt.  The word "Debt" means all of Borrower's liabilities excluding
     Subordinated Debt.

     ERISA.  The word "ERISA" means the Employee Retirement Income Security Act
     of 1974, as amended.

     Event of Default.  The words "Event of Default" mean and include any of the
     Events of Default set forth below in the section titled "EVENTS OF
     DEFAULT."

     Grantor.  The word "Grantor" means and includes each and all of the persons
     or entitles granting a Security Interest in any Collateral for the
     Indebtedness, including without limitation all Borrowers granting such a
     Security Interest.

     Guarantor.  The word "Guarantor" means and includes without limitation each
     and all of the guarantors, sureties, and accommodation parties in
     connection with any Indebtedness.

     Indebtedness.  The word "Indebtedness" means and includes without
     limitation all Loans, together with all other obligations, debts and
     liabilities of Borrower to Lender, or any one or more of them, as well as
     all claims by Lender against Borrower, or any one or more of them; whether
     now or hereafter existing, voluntary or involuntary , due or not due,
     absolute or contingent, liquidated or unliquidated; whether Borrower may be
     liable individually or jointly with others; whether Borrower may be
     obligated as a guarantor, surety, or otherwise; whether recovery upon such
     Indebtedness may be or hereafter may become barred by any statute of
     limitations; and whether such indebtedness may be or hereafter may become
     otherwise unenforceable.

     Lender.  The word "Lender" means BANK ONE, COLORADO, N.A., its successors
     and assigns.

     Liquid Assets.  The words "Liquid Assets" mean Borrower's cash on hand plus
     Borrower's receivables.

     Loan.  The word "Loan" or "Loans" means and includes without limitation any
     and all commercial loans and financial accommodations from Lender to
     Borrower, whether now or hereafter existing, and however evidenced,
     including without limitation those loans and financial accommodations
     described herein or described on any exhibit or schedule attached to this
     Agreement from time to time.

     Note.  The word "Note" means and includes without limitation Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations in
     favor of Lender, as well as any substitute, replacement or refinancing note
     or notes therefor.

     Permitted Liens.  The words "Permitted Liens" mean: (a) liens and security
     interests securing Indebtedness owed by Borrower to Lender; (b) liens for
     taxes, assessments, or similar charges either not yet due or being
     contested in good faith; (c) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and securing obligations which are not yet delinquent; (d) purchase money
     liens or purchase money security interests upon or in any property acquired
     or held by Borrower in the ordinary course of business to secure
     indebtedness outstanding on the date of this Agreement or permitted to be
     incurred under the paragraph of this Agreement titled "Indebtedness and
     Liens"; (e) liens and security interests which, as of the date of this
     Agreement, have been disclosed to and approved by the Lender in writing;
     and (f) those liens and security interests which in the aggregate
     constitute an immaterial and insignificant monetary amount with respect to
     the net value of Borrower's assets.

     Related Documents.  The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     Security Agreement.  The words "Security Agreement" mean and include
     without limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     Security Interest.  The words "Security Interest" mean and include without
     limitation any type of collateral security, whether in the form of a lien,
     charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt, lien or title retention contract, lease or consignment intended as
     a security device, or any other security or lien interest whatsoever,
     whether created by law, contract, or otherwise.

     SARA.  The word "SARA" means the Superfund Amendments and Reauthorization
     Act of 1986 as now or hereafter amended.

     Subordinated Debt.  The words "Subordinated Debt" mean indebtedness and
     liabilities of Borrower which have been subordinated by written agreement
     to indebtedness owed by Borrower to Lender in form and substance acceptable
     to Lender.

     Tangible Net Worth.  The words "Tangible Net Worth" mean Borrower's total
     assets excluding all intangible assets (i.e., goodwill, trademarks,
     patents, copyrights, organizational expenses, and similar intangible items,
     but including leaseholds and leasehold improvements) less total Debt.

     Working Capital.  The words "Working Capital" mean Borrower's current
     assets, excluding prepaid expenses, less Borrower's current liabilities.

     CONDITIONS PRECEDENT TO EACH ADVANCE.  Lender's obligation to make the
     initial Loan Advance and each subsequent Loan Advance under this Agreement
     shall be subject to the fulfillment to Lender's satisfaction of all of the
     conditions set forth in this Agreement and in the Related Documents.<PAGE>


     Loan Documents.  Borrower shall provide to Lender in form satisfactory to
     Lender the following documents for the Loan: (a) the Note, (b) Security
     Agreements granting to Lender security interests in the Collateral, (c)
     Financing Statements perfecting Lender's Security Interests; (d) evidence
     of insurance as required below; and (e) any other documents required under
     this Agreement or by Lender of its counsel, including without limitation
     any assignments of life insurance described below.

     Borrower's Authorization.  Borrower shall have provided in form and
     substance satisfactory to Lender properly certified resolutions, duly
     authorizing the execution and delivery of this Agreement, the Note and the
     Related Documents, and such other authorizations and other documents and
     instruments as Lender or its counsel, in their sole discretion, may
     require.

     Payment of Fees and Expenses.  Borrower shall have paid to Lender all fees,
     charges, and other expenses which are then due and payable as specified in
     this Agreement or any Related Document.

     Representations and Warranties.  The representations and warranties set
     forth in this Agreement, in the Related Documents, and in any document of
     certificate delivered to Lender under this Agreement are true and correct.

     No Event of Default.  There shall not exist at the time of any advance a
     condition which would constitute an Event of Default under this Agreement

     REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender
     as of the date of this Agreement, as of the date of each disbursement of
     Loan proceeds, as of the date of any renewal, extension or modification of
     any Loan, and at all times any Indebtedness exists:

     Organization.  Borrower is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the state of Borrower's
     incorporation and is validly existing and in good standing in all states in
     which Borrower is doing business. Borrower has the full power and authority
     to own its properties and to transact the businesses in which it is
     presently engaged or presently proposes to engage.  Borrower also is duly
     qualified as a foreign corporation and is in good standing in all states in
     which the failure to so qualify would have a material adverse effect on its
     businesses or financial condition.

     Authorization.  The execution, delivery, and performance of this Agreement
     and all Related Documents by Borrower, to the extent to be executed,
     delivered or performed by Borrower, have been duly authorized by all
     necessary action by Borrower; do not require the consent or approval of any
     other person, regulatory authority or governmental body; and do not
     conflict with, result in a violation of, or constitute a default under (a)
     any provision of its articles of incorporation or organization, or bylaws,
     or any agreement or other instrument binding upon Borrower or (b) any law,
     governmental regulation, court decree, or order applicable to Borrower.

     Financial Information. Each financial statement of Borrower supplied to
     Lender truly and completely disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change in
     Borrower's financial condition subsequent to the date of the most recent
     financial statement supplied to Lender.  Borrower has no material
     contingent obligations except as disclosed in such financial statements.

     Legal Effect.  This Agreement constitutes, and any instrument or agreement
     required hereunder to be given by Borrower when delivered will constitute,
     legal, valid and binding obligations of Borrower enforceable against
     Borrower in accordance with their respective terms.

     Properties.  Except as contemplated by this Agreement or as previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted by Lender, and except for property tax liens for taxes not
     presently due and payable, Borrower owns and has good title to all of
     Borrower's properties free and clear of all Security Interests, and has not
     executed any security documents or financing statements relating to such
     properties.  All of Borrower's properties are titled in Borrower's legal
     name, and Borrower has not used, or filed a financing statement under, any
     other name for at least the last five (5) years.

     Hazardous Substances.  The terms "hazardous waste," "hazardous substance,"
     "disposal," "release," and "threatened release," as used in this Agreement,
     shall have the same meanings as set forth in the "CERCLA," "SARA," the
     Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
     the Resource Conservation and Recovery Act, 49 U.S.C. Section 6901, et
     seq., or other applicable state or Federal laws, rules, or regulations
     adopted pursuant to any of the foregoing.  Except as disclosed to and
     acknowledged by Lender in writing, Borrower represents and warrants that:
     (a) During the period of Borrower's ownership of the properties, there has
     been no use, generation, manufacture, storage, treatment, disposal, release
     or threatened release of any hazardous waste or substance by any person on,
     under, about or from any of the properties. (b) Borrower has no knowledge
     of, or reason to believe that there has been (i) any use, generation,
     manufacture, storage, treatment, disposal, release, or threatened release
     of any hazardous waste or substance on, under, about or from the properties
     by any prior owners or occupants of any of the properties, or (ii) any
     actual or threatened litigation or claims of any kind by any person
     relating to such matters. (c) Neither Borrower nor any tenant, contractor,
     agent or other authorized user of any of the properties shall use,
     generate, manufacture, store, treat, dispose of, or release any hazardous
     waste or substance on, under, about or from any of the properties; and any
     such activity shall be conducted in compliance with all applicable federal,
     state, and local laws, regulations, and ordinances, including without
     limitation those laws, regulations and ordinances described above.
     Borrower authorizes Lender and its agents to enter upon the properties to
     make such inspections and tests as Lender may deem appropriate to determine
     compliance of the properties with this section of the Agreement.  Any
     inspections or tests made by Lender shall be for Lender's purposes only and
     shall not be construed to create any responsibility or liability on the
     part of Lender to Borrower or to any other person.  The representations and
     warranties contained herein are based on Borrower's due diligence in
     investigating the properties for hazardous waste and hazardous substances.
     Borrower hereby (a) releases and waives any future claims against Lender
     for indemnity or contribution in the event Borrower becomes liable for
     cleanup or other costs under any such laws, and (b) agrees to indemnify and
     hold harmless Lender against any and all claims, losses, liabilities,
     damages, penalties, and expenses which Lender may directly or indirectly
     sustain or suffer resulting from a breach of this section of the Agreement
     or as a consequence of any use, generation, manufacture, storage, disposal,
     release or threatened release occurring prior to Borrower's ownership or
     interest in the properties, whether or not the same was or should have been
     known to Borrower.  The provisions of this section of the Agreement,
     including the obligation to indemnify, shall survive the payment of the
     Indebtedness and the termination or expiration of this Agreement and shall
     not be affected by Lender's acquisition of any interest in any of the
     properties, whether by foreclosure or otherwise.
     Litigation and Claims.  No litigation, claim, investigation, administrative
     proceeding or similar action (including those for unpaid taxes) against
     Borrower is pending or threatened, and no other event has occurred which
     may materially adversely affect Borrower's financial condition or
     properties, other than litigation, claims, or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing.

     Taxes.  To the best of Borrower's knowledge, all tax returns and reports of
     Borrower that are or were required to be filed, have been filed, and all
     taxes, assessments and other governmental charges have been paid in full,
     except those presently being or to be contested by Borrower in good faith
     in the ordinary course of business and for which adequate reserves have
     been provided.

     Lien Priority.  Unless otherwise previously disclosed to Lender in writing,
     Borrower has not entered into or granted any Security Agreements, or
     permitted the filing or attachment of any Security Interests on or
     affecting any of the Collateral directly or indirectly securing repayment
     of Borrower's Loan and Note, that would be prior or that may in any way be
     superior to Lender's Security Interests and rights in and to such
     Collateral.

     Binding Effect.  This Agreement, the Note, all Security Agreements directly
     or indirectly securing repayment of Borrower's Loan and Note and all fo the
     Related Documents are binding upon Borrower as well as upon Borrower's
     successors, representatives and assigns, and are legally enforceable in
     accordance with their respective terms.

     Commercial Purposes.  Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes.

     Employee Benefit Plans.  Each employee benefit plan as to which Borrower
     may have any liability complies in all material respects with all
     applicable requirements of law and regulations, and (i) no Reportable Event
     nor Prohibited Transaction (as defined in ERISA) has occurred with respect
     to any such plan, (ii) Borrower has not withdrawn from any such plan or
     initiated steps to do so, and (iii) no steps have been taken to terminate
     any such plan.

     Location of Borrower's Offices and Records.  Borrower's place of business,
     or Borrower's Chief executive office, if Borrower has more than one place
     of business, is located at 1935 JAMBOREE DRIVE, COLORADO SPRINGS, CO
     80920. Unless Borrower has designated otherwise in writing this location is
     also the office or offices where Borrower keeps its records concerning the
     Collateral.

     Information.  All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection with
     this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender will
     be, true and accurate in every material respect on the date as of which
     such information is dated or certified; and none of such information is or
     will be incomplete by omitting to state any material fact necessary to make
     such information not misleading.

     Survival of Representation and Warranties.  Borrower understands and agrees
     that Lender, without independent investigation, is relying upon the above
     representations and warranties in making the above referenced Loan to
     Borrower.  Borrower further agrees that the foregoing representations and
     warranties shall be continuing in nature and shall remain in full force and
     effect until such time as Borrower's Indebtedness shall be paid in full, or
     until this Agreement shall be terminated in the manner provided above,
     whichever is the last to occur.

     AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that,
     while this Agreement is in effect, Borrower will:

     Litigation.  Promptly inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, and (b) all existing and all
     threatened litigation, claims, investigations, administrative proceedings
     or similar actions affecting Borrower or any Guarantor which could
     materially affect the financial condition of Borrower or the financial
     condition of any Guarantor.

     Financial Records.  Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and permit Lender to examine and audit Borrower's books and records at all
     reasonable times.

     Financial Statements.  Furnish Lender with, as soon as available, but in no
     event later than ninety (90) days after the end of each fiscal year,
     Borrower's balance sheet and income statement for the year ended, audited
     by a certified public accountant satisfactory to Lender.  All financial
     reports required to be provided under this Agreement shall be prepared in
     accordance with generally accepted accounting principles, applied on a
     consistent basis, and certified by Borrower as being true and correct.

     Additional Information.  Furnish such additional information and
     statements, lists of assets and liabilities, agings of receivables and
     payables, inventory schedules, budgets, forecasts, tax returns, and other
     reports with respect to Borrower's financial condition and business
     operations as Lender may request from time to time.

     Financial Covenants and Ratios.  Comply with the following covenants and
     ratios:

     Net Worth Ratio.  Maintain a ratio of Total Liabilities to Tangible Net
     Worth of less than 2.15 to 1.00 thru 5/31/96 then 2.00 to 1.00 thru 8/31/96
     then 1.85 to 1.00 thereafter.

     Current Ratio.  Maintain a ratio of Current Assets to Current Liabilities
     in excess of 1.80 to 1.00.  Except as provided above, all computations made
     to determine compliance with the requirements contained in this paragraph
     shall be made in accordance with generally accepted accounting principles,
     applied on a consistent basis, and certified by Borrower as being true and
     correct.

     Insurance.  Maintain fire and other risk insurance, public liability
     insurance, and such other insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts, coverages and with
     insurance companies reasonably acceptable to Lender.  Borrower, upon
     request of Lender, will deliver to Lender from time to time the policies or
     certificates of insurance in form satisfactory to Lender, including
     stipulations that coverages will not be canceled or diminished without at
     least ten (10) days' prior written notice to Lender.  In connection with
     all policies covering assets in which Lender holds or is offered a security
     interest for the Loans, Borrower will provide Lender with such loss payable
     or other endorsements as Lender may require.

     Insurance Reports.  Furnish to Lender, upon request of Lender, reports on
     each existing insurance policy showing such information as Lender may
     reasonably request, including without limitation the following: (a) the
     name of the insurer; (b) the risks insured; (c) the amount of the policy;
     (d) the properties insured; (e) the then current property values on the
     basis of which insurance has been obtained, and the manner of determining
     those values; and (f) the expiration date of the policy.

     Life Insurance.  As soon as practical, obtain and maintain life insurance
     in form and with insurance companies reasonably acceptable to Lender on the
     following individual in the amount indicated below and, at Lender's option,
     cause such insurance coverage to be pledged, made payable to, or assigned
     to Lender on Lender's forms.  Lender, at its discretion, may apply the
     proceeds of any insurance policy to the unpaid balances of any
     indebtedness:

            Name of Insured        Amount
            JOHN A. THORPE         $500,000.00

     Other Agreements.  Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements.

     Loan Proceeds.  Use all Loan proceeds solely for Borrower's business
     operations, unless specifically consented to the contrary by Lender in
     writing.

     Taxes, Charges and Liens.  Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all assessments,
     taxes, governmental charges, levies and liens, of every kind and nature,
     imposed upon Borrower or its properties, income, or profits, prior to the
     date on which penalties would attach, and all lawful claims that, if
     unpaid,  might become a lien or charge upon any of Borrower's properties,
     income, or profits. Provided however,  Borrower will not be required to pay
     and discharge any such assessment, tax, charge, levy, lien or claim so long
     as (a) the legality of the same shall be contested in good faith by
     appropriate proceedings, and (b) Borrower shall have established on its
     books adequate reserves with respect to such contested assessment, tax,
     charge, levy, lien, or claim in accordance with generally accepted
     accounting practices.  Borrower, upon demand of Lender, will furnish to
     Lender evidence of payment of the assessments, taxes, charges, levies,
     liens and claims and will authorize the appropriate governmental official
     to deliver to Lender at any time a written statement of any assessments,
     taxes, charges, levies, liens and claims against Borrower's properties,
     income, or profits.

     Performance.  Perform and comply with all terms, conditions, and provisions
     set forth in this Agreement and in the Related Documents in a timely
     manner, and promptly notify Lender if Borrower learns of the occurrence of
     any event which constitutes an Event of Default under this Agreement or
     under any of the Related Documents.

     Operations.  Maintain executive and management personnel with substantially
     the same qualifications and experience as the present executive and
     management personnel; provide written notice to Lender of any change in
     executive and management personnel; conduct its business affairs in a
     reasonable and prudent manner and in compliance with all applicable
     federal, state and municipal laws, ordinances, rules and regulations
     respecting its properties, charters, businesses and operations, including
     without limitation, compliance with the Americans With Disabilities Act and
     with all minimum funding standards and other requirements of ERISA and
     other laws applicable to Borrower's employee benefit plans.

     Inspection.  Permit employees or agents of Lender at any reasonable time
     during normal business hours to inspect any and all Collateral for the Loan
     or Loans and Borrower's other properties and to examine or audit Borrower's
     books, accounts, and records and to make copies and memoranda of Borrower's
     books, accounts, and records.  If Borrower now or at any time hereafter
     maintains any records (including without limitation computer generated
     records and computer software programs for the generation of such records)
     in the possession of a third party, Borrower, upon request of Lender, shall
     notify such party to permit Lender free access to such records at all
     reasonable times and to provide Lender with copies of any records it may
     request, all at Borrower's expense, subject to confidentiality
     requirements.

     Compliance Certificate.  Unless waived in writing by Lender, provide Lender
     ANNUALLY with a certificate executed by Borrower's chief financial officer,
     or other officer or person acceptable to Lender, certifying that the
     representations and warranties set forth in this Agreement are true and
     correct as of the date of the certificate and further certifying that, as
     of the date of the certificate, no Event of Default exists under this
     Agreement.

     Environmental Compliance and Reports.  Borrower shall comply in all
     respects with all environmental protection federal, state and local laws,
     statutes, regulations and ordinances; not cause or permit to exist, as a
     result of an intentional or unintentional action or omission on its part or
     on the part of any third party, on property owned and/or occupied by
     Borrower, any environmental activity where damage may result to the
     environment, unless such environmental activity is pursuant to and in
     compliance with the conditions of a permit issued by the appropriate
     federal, state or local government authorities; shall furnish to Lender
     promptly and in any event within  thirty (30) days after receipt thereof a
     copy of any notice, summons, lien, citation, directive, letter or other
     communication from any governmental agency or instrumentality concerning
     any intentional or unintentional action or omission on Borrower's part in
     connection with any environmental activity whether or not there is damage
     to the environment and/or other natural resources.

     Additional Assurances.  Make, execute and deliver to Lender such promissory
     notes, mortgages, deeds of trust, security agreements, financing
     statements, instruments, documents and other agreements as Lender or its
     attorneys may reasonably request to evidence and secure the Loans and to
     perfect all Security Interests.

     NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while
     this Agreement is in effect, Borrower shall not, without the prior written
     consent of Lender: Which shall not be unreasonable withheld and shall be
     deemed given if not denied within ten (10) business days after receipt of
     written request from Borrower for Lenders consent.

     Indebtedness and Liens.  (a) Except for trade debt incurred in the normal
     course of business and indebtedness to Lender contemplated by this
     Agreement, create, incur or assume indebtedness for borrowed money,
     including capital leases, (b) except as allowed as a Permitted Lien, sell,
     transfer, mortgage, assign, pledge, lease, grant a security interest in, or
     encumber any of Borrower's assets, or which are collateral for the loan,
     (c) sell with recourse any of Borrower's accounts, except to Lender.

     Continuity of Operations.  (a) Engage in any business activities
     substantially different than those in which Borrower is presently engaged,
     (b) cease operations, liquidate, merge, transfer, acquire or consolidate
     with any other entity, change ownership, change its name, dissolve or
     transfer or sell Collateral out of the ordinary course of business, (c)
     purchase or retire any of Borrower's outstanding shares or alter or amend
     Borrower's capital structure.

     Loans, Acquisitions and Guaranties.  (a) Loan, invest in or advance money
     or assets, (b) purchase, create or acquire any interest in any other
     enterprise or entity, or (c) incur any obligation as surety or guarantor
     other than in the ordinary course of business.

     CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan
     to Borrower, whether under this Agreement or under any other agreement,
     Lender shall have no obligation to make Loan Advances or to disburse Loan
     proceeds if: (a) Borrower or any Guarantor is in default under the terms of
     this Agreement or any of the Related Documents or any other agreement that
     Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor
     becomes insolvent, files a petition in bankruptcy or similar proceedings,
     or is adjudged a bankrupt; (c) there occurs a material adverse change in
     Borrower's financial condition, in the financial condition of any
     Guarantor, or in the value of any Collateral securing any Loan; or (d) any
     Guarantor seeks, claims or otherwise attempts to limit, modify or revoke
     such Guarantor's guaranty of the Loan or any other loan with Lender.

     ACCOUNTS RECEIVABLE AGINGS.  BORROWER SHALL FURNISH TO LENDER A LISTING AND
     AGING OF ALL ACCOUNTS RECEIVABLE WITHIN 30 DAYS OF EACH QUARTER END.

     EXHIBIT "A".  An exhibit, titled "EXHIBIT "A"," is attached to this
     Agreement and by this reference is made a part of this Agreement just as if
     all the provisions, terms and conditions of the Exhibit had been fully set
     forth in this Agreement.

     EXHIBIT "B".  An exhibit, titled "EXHIBIT "B"," is attached to this
     Agreement and by this reference is made apart of this Agreement just as if
     all the provisions, terms and conditions of the Exhibit had been fully set
     forth in this Agreement.

     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 the Indebtedness against any and all such accounts.


     EVENTS OF DEFAULT.  Each of the following shall constitute an Event of
     Default under this Agreement:

     Default on Indebtedness.  Failure of Borrower to make any payment when due
     on the Loans if not cured within three (3) business days after notice from
     Lender.

     Other Defaults.  Failure of Borrower or any Grantor to comply with or to
     perform when due any other term, obligation, covenant or condition
     contained in this Agreement or in any of the Related Documents, or failure
     of Borrower to comply with or to perform any other term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower.

     Default in Favor of Third Parties.  Should Borrower or any Grantor default
     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 or any
     Grantor's ability to repay the Loans or perform their respective
     obligations under this Agreement or any of the Related Documents.

     False Statements.  Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower or any Grantor under this
     Agreement or the Related Documents is false or misleading in any material
     respect at the time made or furnished, or becomes false or misleading at
     any time thereafter.

     Defective Collateralization.  This Agreement or any of the Related
     Documents ceases to be in full force and effect (including failure of any
     Security Agreement to create a valid and perfected Security Interest) at
     any time and for any reason.

     Insolvency.  The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a receiver
     for any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower, any creditor
     of any Grantor against any collateral securing the Indebtedness, or by any
     governmental agency.  This includes a garnishment, attachment, or levy on
     or of any of Borrower's deposit accounts with Lender.

     Events Affecting Guarantor.  Any of the preceding events occurs with
     respect to any Guarantor of any of the Indebtedness or any Guarantor dies
     or becomes incompetent or revokes or disputes the validity of, or liability
     under, any Guarantor of the Indebtedness.

     Adverse Change.  A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of the
     Indebtedness is impaired.

     EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
     where otherwise provided in this Agreement or the Related Documents, all
     commitments and obligations of Lender under this Agreement or the Related
     Documents or any other agreement immediately will terminate, and, at
     Lender's option, all Indebtedness immediately will become due and payable,
     all without notice of any kind to Borrower, except that in the case of and
     Event of Default of the type described in the "Insolvency" subsection
     above, such acceleration shall be automatic and not optional.  In addition,
     Lender shall have all the rights and remedies provided in the Related
     Documents or available at law, in equity, or otherwise.  Except as may be
     prohibited by applicable law, all of Lender's rights and remedies shall be
     cumulative and may be exercised singularly or concurrently.  Election by
     Lender to pursue any remedy shall not exclude pursuit of any other remedy,
     and an election to make expenditures or to take action to perform an
     obligation of Borrower or of any Grantor shall not affect Lender's right to
     declare a default and to exercise its rights and remedies.

     MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a
     part of this Agreement:

     Amendments.  This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW.  THIS AGREEMENT 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 AGREEMENT SHALL BE
     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
     COLORADO.

     Caption Headings.  Caption headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Agreement.

     Multiple Parties; Corporate Authority.  All obligations of Borrower under
     this Agreement shall be joint and several, and all references to Borrower
     shall mean each and every Borrower. This means that each of the Borrowers
     signing below is responsible for ALL obligations in this Agreement.

     Consent to Loan Participation.  Borrower agrees and consents to Lender's
     sale or transfer, whether now or later, of one or more participation
     interests in the Loans to one or more purchasers, whether related or
     unrelated to Lender.  Lender may provide, without any limitation
     whatsoever, to any one or more purchasers, or potential purchasers, any
     information or knowledge Lender may have about Borrower or about any other
     matter relating to the Loan, and Borrower hereby waives any rights to
     privacy it may have with respect to such matters.  Borrower additionally
     waives any and all notices of sale of participation interests, as well as
     all notices of any repurchase of such participation interests.  Borrower
     also agrees that the purchasers of any such participation interests will be
     considered as the absolute owners of such interests in the Loans and will
     have all the rights granted under the participation agreement or agreements
     governing the sale of such participation interests.

     Costs and Expenses.  Borrower agrees to pay upon demand all of Lender's
     out-of-pocket expenses, including reasonable attorneys' fees, incurred in
     connection with the preparation, execution, enforcement, modification and
     collection of this Agreement or in connection with the Loans made pursuant
     to this Agreement.  Lender may pay someone else to help collect the Loans
     and to enforce this Agreement, and Borrower will pay that amount.  This
     includes, subject to any limits under applicable law, Lender's attorneys'
     fees and Lender's legal expenses, whether or not there is a lawsuit,
     including attorneys' fees for bankruptcy proceedings (including efforts to
     modify or vacate any automatic stay or injunction), appeals, and any
     anticipated post-judgment collection services.  Borrower also will pay any
     court costs, in addition to all other sums provided by law.

     Notices.  All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimilie, and shall be effective
     when actually delivered or when deposited with a nationally recognized
     overnight courier or deposited in the United States mail, first class,
     postage prepaid, addressed to the party to whom the notice is to be given
     at the address shown above.  Any party may change its address for notices
     under this Agreement by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     To the extent permitted by applicable law, if there is more than one
     Borrower, notice to any Borrower will constitute notice to all Borrowers.
     For notice purposes, Borrower agrees to keep Lender informed at all times
     of Borrower's current address(es).

     Severability.  If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances.  If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     Subsidiaries and Affiliates of Borrower.  To the extent the context of any
     provisions of this Agreement makes it appropriate, including without
     limitation any representation, warranty or covenant, the word "Borrower" as
     used herein shall include all subsidiaries and affiliates of Borrower.
     Notwithstanding the foregoing however, under no circumstances shall this
     Agreement be construed to require Lender to make any Loan or other
     financial accommodation to any subsidiary or affiliate of Borrower.

     Successors and Assigns.  All covenants and agreements contained by or on
     behalf of Borrower shall bind its successors and assigns and shall inure to
     the benefit of Lender, its successors and assigns.  Borrower shall not,
     however,  have the right to assign its rights under this Agreement or any
     interest therein, without the prior written consent of Lender.

     Survival.  All warranties, representations, and covenants made by Borrower
     in this Agreement or in any certificate or other instrument delivered by
     Borrower to Lender under this Agreement shall be considered to have been
     relied upon by Lender and will survive the making of the Loan and delivery
     to Lender of the Related Documents, regardless of any investigation made by
     Lender or on Lender's behalf.

     Time is of the Essence.  Time is of the essence in the performance of this
     Agreement.

     Waiver.  Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in writing and signed by Lender.  No
     delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right.  A waiver by Lender
     of a provision of this Agreement shall not prejudice or constitute a waiver
     of Lender's right otherwise to demand strict compliance with that provision
     or any other provision of this Agreement.  No prior waiver by Lender, nor
     any course of dealing between Lender and Borrower, or between Lender and
     any Grantor, shall constitute a waiver of any of Lender's rights or of any
     obligation of Borrower or of any Grantor as to any future transactions.
     Whenever the consent of Lender is required under this Agreement, the
     granting of such consent by Lender in any instance shall not constitute
     continuing consent in subsequent instances where such consent is required,
     and in all cases such consent may be granted or withheld in the sole
     discretion of Lender.


     BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
     AGREEMENT, AND BORROWER AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED AS OF
     DECEMBER 20, 1995.

     BORROWER:

     ANALYTICAL SURVEYS INC., A COLORADO CORPORATION

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

     BY:_/s/Scott C. Benger__________
        SCOTT C. BENGER, Vice President

     LENDER:

     BANK ONE, COLORADO, N.A.

     BY:_/S/Thomas D. Young_________
        Authorized Officer

     ___________________________________________________________________________

     Additionally, this Business Loan Agreement includes the following:


     Creditor or 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
     furnished 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:____________________________ By:_/s/Sidney V. Corder________
        John A. Thorpe, Chairman            Sidney V. Corder, President<PAGE>


     By:_/s/Scott C. Benger___________
        Scott C. Benger, Vice President

     Lender:

     Bank One, Colorado N.A.

     By:__/s/ Thomas D. Young_______
        Thomas D. Young, Sr. Vice President