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                                                                      EXHIBIT 10

                              EMPLOYMENT AGREEMENT
                            (CHIEF FINANCIAL OFFICER)

         This employment agreement (this "Agreement"), dated as of January 20,
2003 (the "Effective Date"), is between Analytical Surveys, Inc., a Colorado
corporation whose principal executive offices are located in San Antonio, Texas
("Employer"), and Lori A. Jones ("Officer") and is being executed January 20,
2003.

                                    RECITALS

         A. Employer wishes to retain the services of Officer, and Employer and
Officer wish to formalize the terms and conditions of their agreements and
understandings.

         B. Officer's employment by Employer, the mutual covenants stated in
this Agreement, and other valuable consideration, the receipt of which are
acknowledged by Officer, are sufficient consideration for this Agreement.

                                    AGREEMENT

         The parties agree as follows:

         1. Employment. As of the Effective Date, Employer is retaining officer
to be its Chief Financial Officer.

         2. Term of Employment. This Agreement will commence on the Effective
Date and will continue until March 31, 2005 (the "Initial Term"). The parties
agree to give each other notice as to their desire to renew this Agreement at
least 30 days prior to the end of the Initial Term.

         3. Actions of Employer. All actions by and decisions of Employer
contemplated in this Agreement will be made by Employer's President/Chief
Executive Officer and/or Employer's Board of Directors.

         4. Duties of Officer. Officer's principal duties on behalf of Employer
as of the date of this Agreement are as Chief Financial Officer of Employer and
Corporate Secretary. In accepting employment by Employer, Officer will undertake
and assume the responsibility of performing for and on behalf of Employer
whatever duties are necessary and required in the position of Chief Financial
Officer and of Corporate Secretary of Employer. Officer will devote
substantially Officer's full time and energies and best effort to the
performance of such duties, to the exclusion of all other business activities
that conflict in any material way with Officer's duties under this Agreement.
Officer will be permitted to participate in civic and charitable activities so
long as such activities do not materially interfere with Officer's duties under
this Agreement.

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         5. Location of Employment. Officer will perform the above duties at
Employer's principal executive offices, currently in San Antonio, Texas. If the
location of Employer's principal executive offices changes subsequent to the
date upon which this Agreement is executed, Officer agrees to continue to
perform the duties prescribed above at the changed location, if requested to do
so by Employer. If Officer is required to move her principal residence to the
changed location, Employer will pay all of the reasonable costs of moving the
personal property of Officer to the changed location, temporary accommodations,
and airline tickets, up to an aggregate limit of $30,000, subject to the
submission to Employer of such receipts and other evidence of the incurrence of
such expenses as is reasonably requested by Employer. Employer will use
reasonable efforts to accommodate the personal and family needs of Officer by
providing as much advance notice as is reasonably feasible concerning any
requested move of Officer's principal residence, and in any event will not
require Officer to move her principal residence without giving Officer at least
180 days' notice.

         6. Compensation.

                  (a) Salary. Employer will pay to Officer $5,192.31 every other
         Friday (beginning January 31, 2003) as salary ("Base Salary"), subject
         to customary withholding. Officer's first paycheck is subject to
         further reduction due to her being employed for a partial pay period.
         The intent of the parties is to establish 26 pay periods per 12-month
         period so that Officer receives a total of $135,000 in Base Salary per
         12-month period.

                  (b) Stock Options. Officer will be given an opportunity to
         participate in the Employer's future stock option plan, whose terms
         will be determined at the discretion of the President/CEO and the
         Employer's Board of Directors.

                  (c) Bonuses. Employer will pay a bonus to Officer in
         accordance with the bonus provisions set forth in EXHIBIT 1.

                  (d) Vacations. Officer will be entitled to vacations of not
         less than 4 weeks per 12-months of employment, in accordance with the
         procedures prescribed by Employer's regular vacation policies
         established for senior executives. Officer will be permitted to take a
         paid vacation the week of February 23, 2003. Officer may accrue any
         unused vacation time from year to year (up to a limit of 5 weeks of
         unused vacation, with any unused vacation in excess of 5 weeks to be
         paid in cash at or promptly after the end of any 12-month period, based
         on Officer's then current Base Salary for the year in which such excess
         vacation accrued), and Employer will compensate Officer upon
         termination of employment for any unused vacation time based on
         Officer's then current Base Salary. Any specific vacation of more than
         2 weeks' duration is subject to the advance approval of Employer, which
         approval is to be sought from the President/Chief Executive Officer. In
         addition, Officer agrees to give the President/Chief Executive Officer
         notice in advance concerning any vacation time to be taken, and will
         confirm with the President/Chief Executive Officer the actual taking of
         vacation time promptly after such vacation time is taken.

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                  (e) Additional Benefits. Officer will be entitled to benefits
         (which may include hospitalization, medical, disability, profit sharing
         and retirement plan benefits) in accordance with Employer's policies
         for persons holding similar executive positions with Employer, as they
         may be modified by Employer from time to time, as determined by
         Employer in its sole discretion.

                  (f) Reimbursement of Business Expenses. Employer will
         reimburse all reasonable expenses incurred by Officer on behalf of
         Employer in connection with Officer's performance of duties under this
         Agreement, subject in each case to compliance by Officer with any
         reasonable requirements imposed by Employer (by written Employer policy
         or by written notice to Officer) concerning submission of invoices,
         prior approval, tax deductibility of expenses, and similar matters.

                  (g) Disability. "Disability" and "Disabled" are defined as set
         forth in the disability insurance policy of Employer or, if no such
         policy covers Officer, then "Disability" and "Disabled" are defined as
         the inability to perform customary functions for up to 90 days in any
         12-month period. If Officer becomes Disabled, Disability benefits, if
         any, will be in the amounts provided in Employer's Employee Handbook
         or, if not provided for executive officers in the Employee Handbook,
         then as otherwise provided to executive officers, as such benefits may
         be modified by Employer from time to time, as determined by Employer's
         Board of Directors in its sole discretion.

                  (h) Death. In the case of Officer's death, benefits, if any,
         will be limited to the amounts paid to Officer (or Officer's designated
         beneficiary) by reason of Employer's group life insurance plan, if any,
         and any separate life insurance policy that is assigned to Officer or
         as to which Employer grants to Officer the right to designate the
         beneficiary.

         7. Legal Expenses.

         Officer may seek advice, at no cost to Officer, directly from
Employer's Company counsel concerning the following, and any matters reasonably
related to the following, for the purpose of assisting Officer and Employer's
other officers and directors:

                  (a) Compliance with Rule 144 of the Securities Act of 1933,
         including the filing of Form 144, calculation of holding periods and
         volume limitations, consequences under Rule 144 of gift transactions
         and transfers to family members, and other technical aspects of Rule
         144;

                  (b) Compliance with Section 16(a) and 16(b) of the Securities
         Exchange Act of 1934, as amended, or any successor statute (the
         "Exchange Act"), relating to reporting of transactions under Form 4 and
         Form 5 and avoidance of liability for short-swing profits;

                  (c) Compliance with Rule l0b-5 of the Exchange Act and insider
         trading prohibitions generally;
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                  (d) Exercising stock options and resale of securities acquired
         under stock options, including advice on mechanical aspects of
         exercising options under the plans, general tax advice, and securities
         law advice;

                  (e) Non-adversarial aspects of public offerings, including
         execution of registration statements, questionnaires, powers of
         attorney, underwriting agreements (as selling shareholder), lock-up
         agreements, and the like; and

                  (f) Any other matters incidental to Officer's administration
         of Employer's operations that would not be reportable as income to
         Officer on IRS Form 1099 or as compensation to Officer under Item 402
         of Regulation S-K of the Securities Act of 1933 and the Exchange Act.

         8. Termination and Severance Pay.

                  (a) If Officer terminates employment for Good Reason or if
         Employer terminates Officer's employment without Cause,

                           (i) Officer will receive all earned Base Salary under
                  Section 6(a) and benefits under Section 6(d) and (e) only
                  through the last day of Officer's employment with Employer (as
                  well as reimbursement of expenses incurred through the last
                  day of Officer's employment); and

                           (ii) For each of the 6 successive months immediately
                  following Officer's last day of employment with Employer,
                  Employer will pay to Officer, as severance pay, an amount
                  equal to 100% of Officer's Base Salary then in effect, payable
                  every other Monday, beginning on the first Monday immediately
                  following Officer's last day of employment with Employer on
                  which Officer otherwise would have been paid had Officer's
                  employment not terminated.

                  (b) If Employer terminates Officer's employment for Cause or
         if Officer terminates employment voluntarily,

                           (i) Officer will receive all earned Base Salary under
                  Section 6(a) and benefits under Section 6(d) and (e) only
                  through the last day of Officer's employment with Employer (as
                  well as reimbursement of expenses incurred through the last
                  day of Officer's employment); and

                           (ii) Officer will receive no severance pay.

                           Employer may terminate Officer's employment with
Employer at any time, for Cause, upon notice to Officer. "Cause" means (1) any
fraud, theft or intentional misappropriation perpetrated by Officer against
Employer; (2) conviction of Officer of a felony; (3) a material and willful
breach of this Agreement by Officer, if Officer does not correct such breach
within a reasonable period after Employer gives notice to Officer (with such
notice to specify in reasonable detail the action or inaction that constitutes
such breach); (4) willful or gross misconduct in any material manner by


<PAGE>

Officer in the performance of duties under this Agreement; or (5) the chronic,
repeated, or persistent failure of Officer in any material respect to perform
Officer's obligations as an executive officer of Employer (other than by reason
of a disability as determined under common law or any pertinent statutory
provision, including without limitation the Americans With Disabilities Act), if
Officer does not correct such failure within a reasonable period after Employer
gives notice to Officer (with such notice to specify in reasonable detail the
action or inaction that constitutes such failure). Employer and Officer agree
that the provisions of (5) are not intended to provide grounds for a termination
for Cause merely because of a failure on the part of Officer to satisfy
performance goals set by Employer as long as Officer is performing services in a
manner reasonably expected of an executive officer.

                           "Good Reason" means (w) any material reduction in the
scope of Officer's responsibilities (measured from the date of this Agreement;
any demotion in title from that of Chief Financial Officer; or the imposition of
any requirement that Officer report, on a general basis, to any person other
than Employer's President and Chief Executive Officer as a whole; (x) the
occurrence of a material breach of this Agreement by Employer, which breach
remains uncured for 45 days after Officer gives Employer notice of such breach
(describing the breach in reasonable detail); (y) any material reduction in the
benefits afforded to Officer as provided for in Employer's Employee Handbook, as
measured from the date of this Agreement; or (z) the occurrence of a Change in
Control and (1) the expiration of 90 days or (2) the termination of Officer's
employment without Cause after or upon such Change in Control, whichever of (1)
and (2) occurs first.

         9. Change in Control.

                  (a) For purposes of this Agreement, and except as set forth in
         Section 9(b), a "Change in Control" of Employer will be deemed to occur
         if (i) the Board of Directors recommends to the shareholders of
         Employer that all or substantially all of the assets of Employer be
         sold, or that Employer be merged with or into, or consolidated with, a
         person (as such term is used in Sections 13(d) and 14 (d) of the
         Securities Exchange Act of 1934), (ii) the shareholders of Employer
         approve such transaction, and (iii) such transaction actually is
         consummated.

                  (b) No Change in Control will be deemed to have occurred for
         any merger or consolidation with a subsidiary of Employer, or the
         creation of a holding company structure where no material change in
         beneficial ownership occurs, or any such transaction where only the
         state of incorporation of Employer changes. A Change in Control also
         will not be deemed to occur with respect to Officer if, after the
         purchase of assets or the merger or consolidation, a majority of the
         then combined voting power of the then outstanding voting securities
         (or voting equity interests) of the surviving corporation or of the
         corporation (or other entity) acquiring all or substantially all of the
         assets of Employer are beneficially owned, directly or indirectly, by
         Officer or by a group, acting in concert, that includes Officer. A
         Change in Control will not be deemed to have occurred solely by reason
         of a change in the composition of Employer's Board of Directors.

<PAGE>


         10. Confidential Information, Trade Secrets and Inventions.

                  (a) Confidential Information. Officer acknowledges that
         information, observations, and data obtained by Officer, both prior to
         the Effective Date while Officer was employed by Employer (or any
         predecessor whose stock or assets have been acquired by Employer, if
         applicable) and after the Effective Date, concerning the business or
         affairs of Employer (or any such predecessor, as the case may be)
         constitute confidential information, are trade secrets, are the
         property of Employer, and are essential and confidential components of
         Employer's business. For as long as Officer is employed by Employer and
         for a period of two years thereafter, Officer will not directly or
         indirectly disclose to any person or use any of such information,
         observations or data, except in the course of Officer's employment with
         Employer, and except to the extent that:

                           (i) the information was within the public domain at
                  the time it was provided to Officer;

                           (ii) the information was published or otherwise
                  became part of the public domain after it was provided to
                  Officer through no fault of Officer;

                           (iii) the information already was in Officer's
                  possession at the time Employer (or a predecessor) disclosed
                  it to Officer, was not acquired by Officer directly or
                  indirectly from anyone with a duty of confidentiality to
                  Employer (or any predecessor), and was not acquired by Officer
                  under circumstances in which Officer already was an employee
                  of or a consultant to Employer (or any predecessor), or had a
                  duty of confidentiality to Employer (or any predecessor);

                           (iv) the information after the Effective Date becomes
                  available to Officer from a source other than Employer (or any
                  predecessor), which source did not acquire the information
                  directly or indirectly from anyone with a duty of
                  confidentiality to Employer (or any predecessor); or

                           (v) the information is required to be disclosed (A)
                  by any federal or state law rule or regulation, (B) by any
                  applicable judgment, order, or decree of any court,
                  governmental agency or arbitrator having or purporting to have
                  jurisdiction in the matter, or (C) pursuant to any subpoena or
                  other discovery request in any litigation, arbitration or
                  other proceeding, but if Officer proposes to disclose the
                  information in accordance with (A), (B), or (C), Officer will
                  first give Employer reasonable prior notice of the proposed
                  disclosure of any such information so as to provide Employer
                  an opportunity to consult with Officer as to the applicability
                  of such law, rule, or regulation or to appear before any
                  court, governmental agency, or arbitrator in order to contest
                  the disclosure, as the case may be, and prior to any such
                  disclosure will redact such information to the maximum extent
                  permissible. The foregoing provisions regarding the disclosure
                  and use of confidential information are not

<PAGE>

                  intended to have the effect of binding Officer to a covenant
                  against competition after the term of this Agreement (as
                  Officer has not agreed to be bound by a covenant against
                  competition after the term of this Agreement). Accordingly,
                  the foregoing confidentiality and non-use provisions are to be
                  interpreted in such a manner that Officer will not be
                  prohibited from utilizing general information and know-how
                  that Officer gained in the course of providing services to
                  Employer and that thereby became a part of Officer's base of
                  knowledge and experience, but will be prohibited from using
                  specific confidential information (such as information
                  concerning pricing or structure of customer contracts that
                  Employer, salary and benefits information, know-how that was
                  developed by Employer and relates to specific projects, or the
                  like) in a manner that would be unfair to Employer and to
                  which competitors of Employer would not lawfully be able to
                  obtain access.

                  (b) Inventions. For purposes of this Section 10, "Invention"
         means any invention, improvement, discovery or idea (whether patentable
         or not, and including those which may be subject to copyright
         protection) generated, conceived or reduced to practice by Officer
         alone or in conjunction with others and which relates to any
         substantial degree to the business conducted by Employer, during or
         after normal business hours, whether prior to Effective Date while
         Officer was an employee of Employer (or any predecessor) or during the
         term of this Agreement, and all associated rights to patents,
         copyrights and applications for such rights. "Invention" does not mean
         any invention, improvement, discovery or idea (whether patentable or
         not, and including those which may be subject to copyright protection)
         generated, conceived, or reduced to practice by Officer alone or in
         conjunction with others, after normal business hours, which would not
         be used or useful in the business of Employer. Officer will promptly
         disclose to Employer in writing all Inventions. All Inventions are the
         exclusive property of Employer and are deemed assigned to Employer. For
         as long as Officer is employed by Employer and for a period of two
         years thereafter, Officer will, at Employer's reasonable expense,
         provide Employer with all assistance it requires to protect, perfect
         and use its rights to and its interest in Inventions anywhere in the
         world and to vest in Employer such rights and interest.

                  (c) Return of Documents, Etc. Immediately upon termination of
         Officer's employment with Employer or at any time upon notice to
         Officer from Employer, Officer will deliver to Employer all memoranda,
         notes, plans, records, reports, and other documents and information
         provided to Officer by Employer or created by Officer in connection
         with Officer's employment, and all copies of all such documents in any
         tangible form which Officer may then possess or have under Officer's
         control, and will destroy all of such information in intangible form
         which is in Officer's possession or under Officer's control.

                  (d) Survival of Obligations Upon Officer's Termination. The
         obligations of Officer in this Section 10 will survive the termination
         of Officer's employment with

<PAGE>

         Employer for the periods specified above, whether such termination is
         for any reason whatsoever or for no reason, and whether initiated by
         Officer or by Employer, and will continue for such periods until
         Employer consents in writing to the release of Officer's obligations
         under this Agreement.

                  (e) Remedy for Breach. Both Officer and Employer expressly
         acknowledge that the subject matter of this Agreement is unique, and
         that any breach of Officer's obligations under this Section 10 is
         likely to result in irreparable injury to Employer, and the parties
         therefore expressly agree that either party will be entitled to obtain
         specific performance of this Agreement through injunctive relief and
         such ancillary remedies of an equitable nature as a court may deem
         appropriate. Such equitable relief will be in addition to, and the
         availability of such equitable relief will not preclude, any legal
         remedies or other remedies which might be available to such party. If
         Officer breaches any provisions in this Section 10, Employer is
         entitled to apply for equitable relief in any court of competent
         jurisdiction prior to initiation of arbitration. Employer's application
         for temporary injunctive relief will not limit Employer from pursuing
         any other available remedies for such breach. However, if Employer
         seeks temporary injunctive relief, the merits of the underlying dispute
         will be decided in arbitration, as provided in Section 19.

         11. Severability. Each provision of this Agreement, including
particularly, but not solely, the provisions of Section 10, is intended to be
severable, and if any portion of this Agreement is held invalid, illegal,
unenforceable or void for any reason, the remainder of this Agreement will
nonetheless remain in full force and effect. Any portion held to be invalid,
unenforceable, or void will, if possible, be deemed amended or reduced in scope,
but such amendment or reduction in scope will be made only to the minimum extent
required for purposes of maximizing the validity and enforceability of this
Agreement.

         12. General Acknowledgments. Officer and Employer expressly agree that
the restrictions on Officer's activities imposed under Section 10 are reasonable
and necessary to protect the trade secrets of Employer. The parties expressly
agree that (i) Officer is benefited by these restrictions, insofar as other
persons in similar managerial positions with Employer have entered or will enter
into similar agreements with Employer, and (ii) these restrictions are
reasonable and necessary to protect Employer and its subsidiaries from loss of
property rights and from competing efforts. The parties further expressly agree
that, if any court of competent jurisdiction determines that any provision of
Section 10 is unreasonable, the court will not declare the provision invalid,
but rather will reform and modify the provision, and enforce the provision, to
the maximum extent permitted by law. The existence of any claim or cause of
action of Officer against Employer, whether predicated on this Agreement or
otherwise, will not constitute a defense to the enforcement by Employer of the
provisions of Section 10.

<PAGE>

         13. Non-Waiver. The failure to enforce any right arising under this
Agreement or any similar agreement on one or more occasions will not be deemed
or construed to be a waiver of that right under this Agreement or any other
agreement on any other occasion, or of any other right on that occasion or any
other occasion.

         14. Officer Warranties. Officer warrants to Employer that, as of the
Effective Date, (a) Officer is not employed and is not a party to another
employment contract, express or implied; (b) Officer has no other obligation,
contractual or otherwise, which would prevent Officer from entering into this
Agreement and from complying with its provisions; (c) Officer does not possess,
and will not utilize during Officer's employment with Employer, any confidential
information obtained by Officer through or in connection with any prior
employment, relating to any prior employer's business, products, services,
techniques, methods, systems, plans, policies, prices, customers, prospective
customers, or employees; and (d) Officer has given Employer timely written
notice of any of Officer's prior employment agreements or patent rights that
might conflict with any interest of Employer and has provided Employer with a
copy of such agreements or patent rights, including any applications for such
rights.

         15. Successors and Assigns. This Agreement is binding upon, and will
inure to the benefit of, Employer and Officer, and their respective heirs,
personal and legal representatives, successors, and assigns and is binding upon
and will inure to the benefit of any person or entity succeeding Employer, by
merger, consolidation, purchase of assets or stock, or otherwise, but the
interests of Officer under this Agreement are not subject to the claims of
Officer's creditors, and may not be voluntarily or involuntarily assigned,
alienated or encumbered, except as required by law.

         16. Integration Clause and Modification. This Agreement is the complete
and exclusive statement of the agreement between the parties and supersedes all
proposals, prior agreements, and all other communications between the parties,
oral or in writing, relating to the subject matter of this Agreement. This
Agreement may be amended or superseded only by an agreement in writing, signed
by Officer and an executive officer of Employer.

         17. Notices. All notices, requests, demands, claims, and other
communications under this Agreement must be in writing. Any notice, request,
demand, claim, or other communication under this Agreement will be deemed duly
given only if it is sent by registered or certified mail, return receipt
requested, postage prepaid, or by courier, or by telecopy or facsimile, and must
be addressed to the intended recipient as follows:

         If to Employer, to:

                  Analytical Surveys, Inc.
                  11900 Crownpoint Drive, Suite 100
                  San Antonio, Texas  78233-5355
                  Attention:  Chief Executive Officer

<PAGE>


         with a copy to:

                  Chair of Compensation Committee of Board of Directors
                  At the address of such person to which the Company normally
                  sends communications relating to the Board of Directors

         and with a copy to:

         James B. Smith, Jr., Esq.
         Cox & Smith Incorporated
         112 E. Pecan Street, Suite 1800
         San Antonio, Texas 78205

         If to Officer: to Officer's residence, as shown on Employer's records.

         Notices will be deemed given and received three days after mailing if
sent by certified mail, when delivered if sent by courier, and one business day
after receipt of confirmation by person or machine if sent by telecopy or
facsimile transmission. Either party may change the address to which notices,
requests, demands, claims and other communications under this Agreement are to
be delivered by giving the other party notice in the manner set forth above.

         18. Governing Law and Forum. Employer and Officer acknowledge and agree
that the State of Texas has a substantial connection with this Agreement. This
Agreement will therefore be governed by and construed according to the internal
laws of the State of Texas, without regard to conflict of law principles, and
shall be deemed performable in San Antonio, Bexar County, Texas.

         19. Dispute Resolution. Subject to the availability of temporary
equitable relief under Section 10, any and. all claims, disputes, or
controversies between Officer and Employer, any business affiliated with
Employer, or any of their respective directors, officers, managers, employees or
agents, including but not limited to those arising out of or related to this
Agreement, will be resolved by arbitration in San Antonio, Texas. Except as so
provided in Section 10, by signing this Agreement, Officer and Employer
voluntarily, knowingly, and intelligently waive any right that either of them
may otherwise have to seek remedies in a court of law or other forums, including
the right to a jury trial. The Federal Arbitration Act, 9 U.S.C. Section 1 et
seq. ("FAA"), as amended, will govern the arbitrability of all claims, if they
are enforceable under the FAA. If the FAA does not govern, the Texas Arbitration
Act, Tex. Civ. Prac. & Rem. Code Section 171.001 et seq., will apply.
Additionally, the substantive law of Texas will apply to any common law claims.
A single arbitrator engaged in the practice of law will conduct the arbitration.
The parties will select the arbitrator, but if the parties are unable to do so,
they will obtain from the Federal Mediation and Conciliation Service, or other
mutually agreeable arbitration panel service, a panel of five possible
arbitrators who meet the requirements of this Section 19, and will alternatively
strike names (the party raising the claim, dispute, or controversy will have the
first strike) until one remains. Other than as set forth in this Section 19, the
arbitrator will have no authority to add to, detract from, change, amend,

<PAGE>

or modify the provisions of this Agreement, any other agreement between Employer
and Officer, or existing law, but will have the authority to award any and all
relief that would otherwise be available to a party in a court. Any and all
requirements for the exhaustion of administrative remedies and other legal
prerequisites to the filing of a claim in court will continue to apply to the
claim if the claim is raised by a party in the arbitration. All arbitration
proceedings, including settlements and awards, arising out of this Agreement
will be confidential. The arbitrator's decision and award will be final and
binding as to all claims which were, or could have been, raised in the
arbitration, and judgment upon the award rendered by the arbitrator may be
entered into any court having jurisdiction of the matter. If any party files a
judicial or administrative action asserting claims subject to this arbitration
provision, and another party successfully stays such action or compels
arbitration of such claims, the party filing the judicial or administrative
action will pay the other party's costs and expenses incurred in seeking such
stay and/or compelling arbitration, including reasonable attorneys' fees.

         20. Acknowledgment by Officer. Officer has been afforded the
opportunity to read, reflect upon and consider the terms of this Agreement, has
been afforded the opportunity to discuss this Agreement with Officer's attorney
or other advisor or counselor, has read this entire Agreement, fully understands
its terms, has voluntarily executed this Agreement, and has retained one
executed copy of this Agreement for Officer's records.

         ACCEPTED AND AGREED:                     ACCEPTED AND AGREED:
         ANALYTICAL SURVEYS, INC.

         By: /s/ Norman Rokosh                    /s/ Lori A. Jones
             ---------------------------          ---------------------
             Norman Rokosh, President             Lori A. Jones
             and Chief Executive Officer



<PAGE>


                                    EXHIBIT 1
                                BONUS PROVISIONS

         Employer will pay to Officer a bonus in the amounts and at the times
set forth below:

         (1)      First Six Month Performance Bonus. Employer will pay Officer a
                  bonus of up to $12,500, depending on Officer's satisfaction of
                  operational and financial goals for the first six months of
                  Officer's employment, said operational and financial goals to
                  be articulated by the President/CEO in his sole discretion,
                  after consultation with Officer.

         (2)      Second Six Month Performance Bonus. Employer will pay Officer
                  a bonus of up to $12,500, depending on Officer's satisfaction
                  of operational and financial goals for the second six months
                  of Officer's employment, said operational and financial goals
                  to be articulated by the President/CEO in his sole discretion,
                  after consultation with Officer.

         (3)      Third Sixth Month Performance Bonus. Employer will pay Officer
                  a bonus of up to $12,500, depending on Officer's satisfaction
                  of operational and financial goals for the third six months of
                  Officer's employment, said operational and financial goals to
                  be articulated by the President/CEO in his sole discretion,
                  after consultation with Officer.

         (4)      Fourth Six Month Performance Bonus. Employer will pay Officer
                  a bonus of up to $12,500, depending on Officer's satisfaction
                  of operational and financial goals for the fourth six months
                  of Officer's employment, said operational and financial goals
                  to be articulated by the President/CEO in his sole discretion,
                  after consultation with Officer.

         Officer must be employed by Employer throughout the six months in order
to receive the bonus payment with respect to such six month period, except that,
if Employer terminates Officer's employment without cause during any half of the
year during the term of this Agreement or if Officer terminates employment with
Employer for Good Reason during any six-month period during the term of this
Agreement, then the bonus for the six-month period will be payable to Officer as
long as the operational and financial goals established for such six-month
period are satisfied (notwithstanding that Officer was not employed throughout
such six-month period). Employer's Board of Directors (which will receive the
recommendation of the President/CEO) will make all determinations as to
eligibility for and the amount of any performance bonuses. Employer will cause
all such determinations to be made promptly after the financial results for the
pertinent six-month become available and in any event not later than 30 days
after the end of the six-month period. Payments of performance bonuses with
respect to any six-month period will be made in full on the first pay period
that occurs after the bonus for such six-month period is determined.