<PAGE>
                                  EXHIBIT A-2



                                PROMISSORY NOTE
                                  (TERM LOAN)


$ 16,000,000.00                                                    June 3, 1998

     FOR VALUE RECEIVED, the undersigned, ANALYTICAL SURVEYS, INC., a 
Colorado corporation (referred to herein as the "MAKER"), hereby promises to 
pay to the order of BANK ONE, COLORADO, N.A. (the "LENDER"), at the offices 
of Bank One, Colorado, N.A., the Agent, on or before the Term Loan Scheduled 
Maturity Date, SIXTEEN MILLION  DOLLARS AND 00/100 CENTS ($ 16,000,000.00) 
loaned as a Term Loan to the Maker by the Lender  pursuant to, or otherwise 
outstanding under, that certain Credit Agreement, dated as of June 3, 1998, 
as amended, among the Maker, Bank One, Colorado, N.A., as the Agent, and  
certain Banks (the "CREDIT AGREEMENT").  Capitalized terms used but not 
defined herein shall have the meanings given to them in the Credit Agreement.

     The Maker furthers agrees to pay and deliver to the Agent, when and as 
provided in the Credit Agreement, interest on the outstanding principal 
amount hereof at the rate and at the times specified in the Credit Agreement.

     This Note is the Term Note made by the Maker pursuant to, and is subject 
to, all of the terms and conditions of the Credit Agreement.  Maker may not 
repay and reborrow amounts evidenced hereby.  Reference is made to the Credit 
Agreement and the documents delivered in connection therewith for a statement 
of the prepayment rights and obligations of the Maker, and for a statement of 
the terms and conditions under which the due date of this Note may be 
accelerated.

     This Note evidences the obligation of the Maker to repay all sums 
Advanced pursuant to the Credit Agreement by the Lender  and any holder 
hereof to the Maker as a Term Loan.  The Lender and any holder hereof shall, 
and are hereby authorized to, record on the Term Note Record attached hereto, 
or to otherwise record in accordance with its usual practice, the date, 
principal amount, applicable interest rate or margin and Interest Period of 
each Term Loan and the date and amount of each principal payment hereunder; 
PROVIDED, HOWEVER, that neither the failure to so record nor any error in the 
recordation shall affect the Maker's obligations under this Term Note.

     In addition to, and not in limitation of, the foregoing and the 
provisions of the Credit Agreement, the Maker further agrees, subject only to 
any limitation imposed by applicable law, to pay all expenses, including 
reasonable attorneys' fees and legal expenses, incurred by the Lender or any 
holder hereof in endeavoring to collect any amounts due and payable hereunder 
which are not paid and delivered or otherwise satisfied when due, whether by 
acceleration or otherwise.  This 


<PAGE>

includes Lender's or any holder's reasonable attorneys' fees and legal 
expenses whether or not there is a lawsuit, including attorneys' fees and 
legal expenses for bankruptcy proceedings, appeals, post-judgment collection 
services and court costs.

     The Maker, for itself and for all endorsers hereof, hereby waives 
notice, demand, presentment for payment, protest and notice of dishonor.

     This Note and the rights of the Maker and the Lender are governed by the 
laws of the State of Colorado.

     IN WITNESS WHEREOF, the Maker has executed and delivered this Note on 
the date first above written.


                                       ANALYTICAL SURVEYS, INC.


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



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<PAGE>

                               TERM NOTE RECORD

                        LOANS AND PAYMENTS OF PRINCIPAL
                                      TO
                  TERM LOAN NOTE OF ANALYTICAL SURVEYS, INC.
                             DATED JUNE [  ], 1998


<TABLE>
<CAPTION>

             Principal
             Amount of        Interest Rate         Principal         Unpaid
Date           Loan            (or Margin)         Amount Paid        Balance
-----------------------------------------------------------------------------
<S>          <C>              <C>                  <C>                <C>


</TABLE>



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