PROMISSORY NOTE

     Principal                 Loan Date    Maturity       Loan No   Call
     Collateral
     $1,850.000.00             12/20/95     02/28/97
     Account       Officer Initials
       176857108      048

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

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

     PROMISE TO PAY.  ANALYTICAL SURVEYS, INC., A COLORADO CORPORATION
     ("Borrower") promises to pay to BANK ONE, COLORADO, N.A. ("Lender"), or
     order, in lawful money of the United States of America, the principal
     amount of One Million Eight Hundred Fifty Thousand & 00/100 Dollars
     ($1,850,000.00) or so much as may be outstanding, together with interest on
     the unpaid outstanding principal balance of each advance.  Interest shall
     be calculated from the date of each advance until repayment of each
     advance.

     PAYMENT. Borrower will pay this loan in one payment of all outstanding
     principal plus all accrued unpaid interest on February 28, 1997, and all
     subsequent interest payment are due on the same day of each month after
     that.  Interest on this Note is computed on a 365/360 simple interest
     basis; that is, by applying the ratio of the annual interest rate over a
     year of 360 days, multiplied by the outstanding principal balance,
     multiplied by the actual number of days the principal balance is
     outstanding.  Borrower will pay Lender at Lender's address shown above or
     at such other place as Lender may designate in writing.  Unless otherwise
     agreed or required by applicable law, payments will be applied first to
     accrued unpaid interest, then to principal and any remaining amount to any
     unpaid collection costs and late charges.

     VARIABLE INTEREST RATE.  The interest rate on this Note is subject to
     change from time to time based on changes in an index which is the LENDER'S
     PRIME RATE (the "Index").  PRIME RATE IS THE LENDER'S BASE LENDING RATE AS
     ANNOUNCED BY THE LENDER FROM TIME TO TIME AT ITS SOLE DISCRETION. AT ANY
     GIVEN TIME, THE LENDER MAY MAKE LOANS, AT, ABOVE, OR BELOW ITS PRIME RATE.
     Lender will tell Borrower the current index rate upon Borrower's request.
     Borrower understands that Lender may make loans based on other rates as
     well.  The interest rate change will not occur more often than each DAY.
     The Index currently is 8.750% per annum.  The Interest rate or rates to be
     applied to the unpaid principal balance of this Note will be at a rate of
     0.500 percentage points over the Index, resulting in an initial rate of
     9.250% per annum. NOTICE: Under no circumstances will the interest rate on
     this Note be more than the maximum rate allowed by applicable law.

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

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

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

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

     LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances
     under this Note, as well as directions for payment from Borrower's
     accounts, may be requested orally or in writing by Borrower or by an
     authorized person.  Lender may, but need not, require that all oral
     requests be confirmed in writing.  Borrower agrees to be liable for all
     sums either: (a) advanced in accordance with the instructions of an
     authorized person or (b) credited to any of Borrower's accounts with
     Lender.  The unpaid principal balance owing on this Note at any time may be
     evidenced by endorsements on this Note or by Lender's internal records,
     including daily computer print-outs.  Lender will have no obligation to
     advance funds under this Note if: (a) Borrower or any guarantor is in
     default under the terms of this Note or any agreement that Borrower or any
     guarantor has with Lender, including any agreement made in connection with
     the signing of this Note; (b) Borrower or any guarantor ceases doing
     business or is insolvent; (c) any guarantor seeks, claims or otherwise
     attempts to limit, modify or revoke such guarantor's guarantee of this Note
     or any other loan with Lender; or (d) Borrower has applied funds provided
     pursuant to this Note for purposes other than those authorized by Lender.

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

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

     BORROWER:

     ANALYTICAL SURVEYS INC., A COLORADO CORPORATION

     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

     ___________________________________________________________________________


     Additionally, this Promissory Note 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:______________________________
        John A. Thorpe, Chairman
     By:_/s/ Sidney V. Corder_________
        Sidney V. Corder, President
     By:_/s/ Scott C. Benger__________
        Scott C. Benger, Vice President

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