EMPLOYMENT AGREEMENT



               THIS EMPLOYMENT AGREEMENT is signed as of the 22nd day of
          December, 1995, by and between ANALYTICAL SURVEYS, INC., a
          Colorado corporation (hereinafter referred to as the "Employer"
          or "ASI"), and WILLIAM NANTELL (hereinafter referred to as the
          "Employee").

          WITNESSETH THAT:

               WHEREAS, Employee has been employed by Intelligraphics, Inc.
          ("Intelligraphics"); and that employment has now been terminated
          by reason of ASI's acquisition of substantially all of the assets
          of Intelligraphics; and

               WHEREAS, ASI wants to hire the employee, and ASI and
          Employee desire to state in writing the terms and conditions of
          their agreements and understandings, and to continue the term of
          Employee's employment hereunder;

               NOW, THEREFORE, in consideration of the foregoing, of the
          mutual promises herein contained, and of other good and valuable
          consideration, the receipt and sufficiency of which are hereby
          acknowledged, the parties, intending legally to be bound, agree
          as follows:

          1.   Term of Employment.

               The term shall commence on December 22, 1995, and shall
          continue through December 31, 1996, unless sooner terminated in
          accordance with the provisions of Paragraph 6 or unless extended
          by Employer under Paragraph 6.4.

          2.   Duties of Employee.

               2.1  It is understood and agreed that Employee's principal
          duties on behalf of Employer are and shall be as President of the
          Intelligraphics Division of ASI, or such additional
          responsibilities as assigned by the President of ASI.  In
          accepting employment by Employer, Employee shall undertake and
          assume the responsibility of performing for and on behalf of
          Employer whatever duties are reasonably necessary and required in
          his position as President of the Intelligraphics Division of ASI.
          Employer agrees that it will not relocate Employee from his place
          of current employment in Waukesha, Wisconsin to any other place
          of employment, without Employee's prior consent which Employee
          agrees to consider in good faith. Employer agrees that it will
          not change Employee's title as President of the Intelligraphics
          Division of ASI.<PAGE>





               2.2  Employee covenants and agrees that at all times during
          the term of this Agreement, Employee shall devote his full-time
          efforts to his duties as an employee of the Employer.

          3.   Compensation.

               3.1  Salary.  As compensation for the services to be
          rendered by Employee for Employer under this Agreement, Employee
          shall be paid not less than the following base annual salary, on
          the same basis (biweekly) as ASI's payroll, during the term
          hereof: $130,000.00, plus annual increases and bonuses, if any,
          as directed by the President of ASI.

               3.2  Bonus.  Employee shall be a participant in the
          Intelligraphics Division of ASI Incentive Bonus Plan effective
          through September 30, 1996 (and, if the option is exercised under
          Paragraph 6.4, through September 30, 1997) ("Bonus Plan").  The
          Bonus Plan is attached hereto as Exhibit A.

               3.3  Salary Review.  Employee's salary will be reviewed
          annually for appropriate increases, if any, in January,
          commencing January, 1997.

          4.   Additional Benefits.

               In addition to, and not in limitation of, the compensation
          referred to in Paragraph 3, Employee shall be paid the following
          additional benefits during the term hereof:

               4.1  Reimbursement.  Reimbursement of all reasonable
          expenses incurred by him in connection with performance of his
          duties upon submission of vouchers.  Reasonable expenses shall
          include, but not be limited to all reasonable out-of-pocket
          expenses for entertainment, automobile expenses, travel, meals,
          lodging, professional fees, professional dues and the like
          incurred by him in the interest of the Employer, subject to such
          guidelines and policies as may be promulgated by Employer for
          senior executives.

               4.2  Vacations.  Employee shall be entitled to vacations of
          not less than four (4) weeks per year, in accordance with the
          Employer's regular vacation policies established for senior
          executives; provided, that Employee may accrue any unused
          vacation time from year to year, and upon termination of
          employment will be compensated for any unused vacation time.

               4.3  Death or Disability Payments.  In the event of the
          Employee's disability or death prior to December 31, 1996 (or
          prior to December 31, 1997, if the option is exercised under
          Paragraph 6.4), Employee's salary in effect at the time of his
          death or disability shall continue to be paid to the Employee, or
          to his designee, for a period of six (6) calendar months from the
          date of death or from the date of Employee's termination by
          reason of disability.  For the purposes of this Employment<PAGE>





          Agreement, the obligations of the Employer to make the payments
          upon the disability of Employee shall not become effective unless
          and until all of the following conditions are met, as determined
          by an independent physician selected by the President of ASI and
          agreed to by Employee: (1) Employee shall become physically or
          mentally incapable (excluding infrequent and temporary absences
          due to ordinary illnesses) of properly performing the services
          required of him in accordance with his obligations under
          paragraph 2 hereof or similar provisions of any renewal
          Agreement; (2) such incapacities shall exist or be reasonably
          expected to exist for more than ninety (90) days in the aggregate
          during the period of twelve (12) consecutive months; and (3)
          either Employee or Employer shall have given the other party
          thirty (30) days' written notice of his or its intention to
          terminate the active employment of Employee because of such
          disability.

               4.4  Life Insurance.  Employee shall be provided with a term
          life insurance policy in the amount of $150,000 (provided he can
          meet the medical conditions for such coverage without being
          "rated"), payable to such beneficiaries as he shall designate,
          with an additional $150,000 of accidental death coverage.

               4.5 Comparable Benefits.  Employee shall also be provided
          with additional comparable benefits, if any, to those Employee
          was receiving from Intelligraphics at the time of his termination
          of employment with Intelligraphics.

          5.   Disclosure of Information.

               Employee acknowledges that in and as a result of his employ-
          ment hereunder, he will be making use of, acquiring, and/or
          adding to confidential information of a special and unique nature
          and value relating to such matters as Employer's trade secrets,
          systems, procedures, manuals, confidential reports, and lists of
          clients.  As a material inducement to Employer to enter into this
          Agreement and to pay to Employee the compensation stated in
          Paragraph 3, as well as any additional benefits stated in
          Paragraph 4, Employee covenants and agrees that he shall not,
          other than in the ordinary course of business conducted for ASI,
          at any time during or following the term of his employment,
          directly or indirectly divulge or disclose for any purpose
          whatsoever or appropriate to his own use or to the use of others
          any confidential information that has been obtained by, or
          disclosed to him, as a result of his employment by Employer.

          6.   Termination.

               6.1  Termination By Employer.

                    (A)  If Employer terminates Employee's employment
          without cause prior to December 31, 1996, Employer will continue
          to pay compensation and benefits to Employee (as if Employee
          still were employed), and Employee shall be subject to the non-<PAGE>





          compete provisions (the "Non-Compete") described in paragraph 7,
          for the period beginning on the date of termination and ending
          seven months thereafter.

               (B)  If Employer exercises the option described in paragraph
          6.4 and then terminates Employee's employment without cause prior
          to December 31, 1997, Employer will continue to pay compensation
          and benefits to Employee (as if Employee still were employed),
          and the Non-Compete shall apply, each for a period beginning on
          the date of termination and ending seven months thereafter.

               (C)  If Employer terminates Employee's employment with
          cause, at any time, the Non-Compete will apply for a period
          beginning on the date of termination and ending 12 months
          thereafter.

               6.2  Termination by Employee.

               (A)  If Employee terminates his employment without cause
          prior to December 31, 1996 or, if Employer exercises the option
          in paragraph 6.4 and Employee terminates his employment without
          cause prior to December 31, 1997, then the Non-Compete will apply
          for a period beginning on the date of termination and ending 12
          months thereafter.

               (B)  If Employee terminates his employment with cause prior
          to December 31, 1996, or, if Employer exercises its option in
          paragraph 6.4 and Employee terminates employment with cause prior
          to December 31, 1997, Employer will pay compensation and benefits
          to Employee (as if Employee still were employed), and the Non-
          Compete will apply, each for a period beginning on the date of
          termination and ending seven months thereafter.

               6.3  Non-Renewal and Termination by Employee Without Cause.
          If Employer does not exercise its option in paragraph 6.4 or if
          Employer exercises its option in paragraph 6.4 but Employer and
          Employee do not enter a new agreement prior to January 1, 1998,
          and in either event Employee thereafter terminates employment
          without cause, then Employer, at its option (to be exercised
          within ten business days after such termination specifying the
          period during which the payments and Non-Compete shall apply),
          may pay Employee 75% of the compensation and 75% of the cost of
          benefits that Employee would have received under the terms of
          this Agreement in effect as of December 31, 1996 or December 31,
          1997, as the case may be if Employee had remained employed, and
          the Non-Compete will apply to Employee for any period in which
          such payments are made, but such period may not extend beyond
          twelve months from the date of termination without the mutual
          written agreement of the parties.

               6.4  Option to Extend.  At Employer's option, and upon
          payment to Employee of an additional $10,000, on or before
          January 1, 1997, Employee agrees that the term of this Agreement
          will be extended through December 31, 1997 and that he will not<PAGE>





          voluntarily terminate his employment at any time prior to
          December 31, 1997.  If the option is exercised, and if Employee
          has not terminated employment without cause and has not been
          terminated by Employer with cause prior January 1, 1998, Employer
          will pay to Employee an additional $10,000.

               6.5  Except as provided in paragraphs 6.1(c) and 6.2(a), the
          provisions set forth above regarding compensation and
          applicability of the Non-Compete are the exclusive remedy for
          damages for a termination of employment (but not for any other
          breach), except that Employer shall be entitled to equitable
          relief for any breach of the Non-Compete.

               6.6  "For Cause" Definition.  For purposes hereof, the term
          "for cause," in the case of a breach by Employee, shall mean the
          failure of Employee for any reason, within thirty (30) days after
          receipt by Employee of written notice thereof from Employer, to
          correct, cease, or otherwise alter any action or omission to act
          that constitutes a material and willful breach of this Agreement
          likely to result in material damage to ASI, or willful gross
          misconduct likely to result in material damage to ASI (including
          but not limited to any such willful activities or participation
          in such willful activities, directly or indirectly, which are
          materially adverse to the Employer or violate Employee's duty of
          loyalty to the Employer); and, in the case of a breach by
          Employer, shall mean a material default by Employer which remains
          uncured 30 days after Employee gives Employer notice of such
          breach or any reduction of duties of Employee such that Employee
          ceases to have executive supervisory responsibilities.

               6.7  Effective Date of Termination.

               (A)  The effective date of termination with respect to
          termination "without cause," shall be the date on which Employee
          actually ceases to perform his duties hereunder.

               (B)  The effective date of termination with respect to
          termination "for cause," shall be thirty (30) calendar days after
          the date on which Employee receives written notice of
          termination.

               6.8  Limitation on Severance Compensation.  Notwithstanding
          any other provision of this Agreement, the aggregate of the
          amount of severance compensation paid to the Employee under this
          Agreement or otherwise, shall not include any amount that the
          Employer is prohibited from deducting for federal income tax
          purposes by virtue of Section 280G of the Internal Revenue Code
          or any successor provision.

          7.   Covenant Not To Compete.

               During any applicable period specified in paragraph 6, the
          Employee shall not directly or indirectly own, control, operate,
          manage, consult, own shares in, be employed by, or otherwise<PAGE>





          participate in any sole proprietorship, corporation, partnership
          or other entity whose primary business is the same or similar to
          the business of ASI within the territory in which ASI does
          business.

               This covenant of non-competition has been negotiated and
          agreed to by and between the Employer and Employee with full
          knowledge of, and pursuant to the requirements of Section 8-2-113
          (2) of Colorado Revised Statutes, as amended from time to time,
          and is deemed by both parties to be fair and reasonable under the
          terms of that statute.

          8.   Other Business Activities.

               During the period of his employment under this Agreement,
          the Employee shall not be employed by or otherwise engage or be
          interested in any business whether or not in competition with
          ASI, with the following exceptions:

               (A)  Employee's investment in any business shall not be
          considered a violation of this paragraph, provided that such
          business is not in competition with ASI and so long as any
          services rendered to such business by Employee do not in any way
          interfere with Employee's duties under this Agreement.

               (B)  Employee may consult with other businesses not in
          competition with ASI, if expressly considered and approved in
          advance by the President of ASI (in his or her sole discretion).

          9.   Indemnification.

               So long as Employee is not found by a court of law to be
          guilty of a willful and material breach of this Agreement, or to
          be guilty of willful gross misconduct, he shall be indemnified
          from and against any and all losses, liability, claims and
          expenses, damages, or causes of action, proceedings or
          investigations, or threats thereof (including reasonable attorney
          fees and expenses of counsel satisfactory to and approved by
          Employee) incurred by Employee, arising out of, in connection
          with, or based upon Employee's services and the performance of
          his duties pursuant to this Employment Agreement, or any other
          matter contemplated by this Employment Agreement, whether or not
          resulting in any such liability subject to such limitations as
          are provided by the Colorado Business Corporations Act; and
          Employee shall be reimbursed by Employer as and when incurred for
          any reasonable legal or other expenses incurred by Employee in
          connection with investigating or defending against any such loss,
          claim, damage, liability, action, proceeding, investigation or
          threat thereof, or producing evidence, producing documents or
          taking any other action in respect thereto (whether or not
          Employee is a defendant in or target of such action, proceeding
          or investigation), subject to such limitations as are provided by
          the Colorado Business Corporations Act.<PAGE>





          10.       [Intentionally Omitted.]

          11.  Burden and Benefit.

               This Agreement shall be binding upon, and shall inure to the
          benefit of, Employer and Employee, and their respective heirs,
          personal and legal representatives, successors, and assigns and
          shall be expressly binding upon and inure to the benefit of any
          person or entity acquiring ASI by merger, consolidation, purchase
          of all or substantially of its assets or 80% or more of its
          outstanding common stock; provided, however, that the interests
          of the Employee hereunder are not subject to the claims of his
          creditors, and may not be voluntarily or involuntarily assigned,
          alienated or encumbered.

          12.  Release.

               Employee, by signing this Agreement, hereby forever releases
          ASI against any claims or liabilities whatsoever arising out of
          his employment by Intelligraphics.

          13.  Governing Law.

               It is understood and agreed that the construction and inter-
          pretation of this Agreement shall at all times and in all
          respects be governed by the laws of the State of Colorado.

          14.  Severability.

               The provisions of this Agreement, including particularly but
          not solely, the provisions of Paragraphs 5 and 7, shall be deemed
          severable, and the invalidity or unenforceability of any one or
          more of the provisions of this Agreement shall not affect the
          validity and enforceability of the other provisions.

          15.  Notice.

               Any notice required to be given shall be sufficient if it is
          in writing and sent by certified or registered mail, return
          receipt requested, first-class postage prepaid, to his residence
          in the case of Employee, and to its principal office in the case
          of Employer.

          16.  Entire Agreement.

               This Agreement contains the entire Agreement and under-
          standing by and between Employer and Employee with respect to the
          employment of Employee, and no representations, promises, agree-
          ments, or understandings, written or oral, not contained herein
          shall be of any force or effect.  No change or modification of
          this Agreement shall be valid or binding unless it is in writing
          and signed by the party intended to be bound.  No waiver of any
          provision of this Agreement shall be valid unless it is in
          writing and signed by the party against whom the waiver is sought<PAGE>





          to be enforced.  No valid waiver of any provision of this
          Agreement at any time shall be deemed a waiver of any other
          provision of this Agreement at such time or at any other time.

          17.  Counterparts.

               The Agreement may be executed in two or more counterparts,
          any one of which shall be deemed the original without reference
          to the others.

          18.  Dispute Resolution.

               All disputes arising out of or related to this Agreement,
          including any claims that all or any part of this Agreement is
          invalid, illegal, voidable, or void, will be settled by
          arbitration, pursuant to an Arbitration Agreement between ASI,
          Intelligraphics, Inc., certain former employees of
          Intelligraphics, Inc., Joanne Huelsman, James Carpenter, the
          members of the board of directors of the Company who are voting
          trustees under the Voting Trust Agreement and Bank One, Colorado,
          NA dated December 22, 1995.

               IN WITNESS WHEREOF, Employer and Employee have duly executed
          this Agreement as of the day and year first above written.


          EMPLOYEE:                     EMPLOYER:

                                        ANALYTICAL SURVEYS, INC.,
                                        a Colorado corporation



          /s/ William Nantell           By:  /s/ Sidney V. Corder
          WILLIAM NANTELL               SIDNEY V. CORDER, President<PAGE>