President Employment Agreement

EMPLOYMENT AGREEMENT

(President and Chief Operating Officer)

This employment agreement (this "Agreement"), dated as of June 5, 2005 (the "Effective Date"), is between Analytical Surveys, Inc., a Colorado corporation whose principal executive offices are located in San Antonio, Texas ("Employer"), and Brian Morrow ("Officer") and is being executed on June 23, 2005.


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.


C. This Agreement supersedes and replaces any discussions, understandings, and agreements between Employer and Officer, including the Consulting Agreement dated April 2005.


Agreement


The parties agree as follows:


1. Employment . As of the Effective Date, Employer retains Officer as its President and Chief Operating Officer under the terms of this Agreement.


Term of Employment. This Agreement will commence on the Effective Date and will continue until terminated pursuant to Paragraph 10.


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


Duties of Officer. Officer's principal duties on behalf of Employer as of the date of this Agreement are as President and Chief Operating Officer. 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 President and Chief Operating Officer 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. Officer will abide by all policies of Employer applicable to employees generally and all policies of Employer applicable to officers of Employer. Without limiting the foregoing, Officer acknowledges that Officer has read Employer's "Policy on Trading in Securities of ASI by Directors, Officers, and Designated Employees," Officer accepts the status of an "Insider" under such policy, and Officer agrees to comply with such po licy.


Duties of Fiduciary and of Loyalty. Officer acknowledges and agrees that, at all times during the employment relationship, Officer owes fiduciary duties to the Company, including, but not limited to, fiduciary duties of the highest loyalty, fidelity and allegiance, to act at all times in the best interests of the Company, to make full disclosure to the Company of all information that pertains to the Company's business and interests, to do no act which would injure the Company's business, its interests, or its reputation, and to refrain from using for Officer's own benefit or for the benefit of others any information or opportunities pertaining to the Company's business or interests that are entrusted to Officer or that he learned while employed by the Company. Officer acknowledges and agrees that, upon termination of the employment relationship, Officer shall continue to refrain from using for his own benefit or the benefit of others, or from disclosing to others, any Confiden tial Information (as defined in Paragraph 11) or confidential opportunities pertaining to the Company's business or interests that were entrusted to Officer during the employment relationship or that he learned while employed by the Company.

Conflict of Interest. Officer agrees, during the period of his employment by the Company, to devote his full business time, energy and best efforts to the business and affairs of the Company and its affiliates and not to engage, directly or indirectly, in any other business or businesses, whether or not similar to that of the Company, except with the prior written consent of the Board of Directors. It is agreed that any direct or indirect interest in connection with, or any benefit from, any outside activities, particularly commercial activities, which might in any way adversely affect the Company or any of its affiliates involves a possible conflict of interest. In keeping with Officer's fiduciary duties to the Company, Officer agrees that during the employment relationship Officer shall not knowingly become involved in a conflict of interest with the Company or its affiliates, or upon discovery thereof, allow such a conflict to continue. Moreover, Officer agrees tha t Officer shall disclose to the Board of Directors any facts which might involve such a conflict of interest that has not been approved in writing by the Board of Directors. The foregoing notwithstanding, the Parties recognize and agree that Officer may engage in passive personal investments and charitable or public service activities and serve on the boards of directors of corporations or charities to the extent that such activities do not conflict with the business and affairs of the Company or interfere with Officer's performance of his duties and obligations hereunder.

Officer's Other Obligations. Officer represents to the Company that he does not have any obligations to or agreements with other persons or entities (regardless of whether Officer believes such obligations or agreements to be enforceable or valid) which may prevent him from performing his duties as stated in this Agreement.

Location of Employment. Officer will perform the above duties at Employer's offices in San Antonio, Texas. Employer will pay or reimburse Officer for temporary living expenses during the first 60 days of employment.


Compensation.


(a) Salary . Employer will pay to Officer $170,000 per annum as salary ( "Base Salary "), in accordance with Employer's customary payroll processes and subject to customary withholding. Employer will also pay to Officer $10,000 per annum as relocation bonus, payable in 26 bi-weekly installments or in accordance with Employer's customer payroll processes.


(b) Stock Options. Officer will be granted an option to purchase 30,000 shares of Common Stock of Employer under the 2003 Stock Option Plan and the Officer and Employee Recruitment Stock Incentive Plan, at an exercise price equal to the fair market value of the Employer's Common Stock on the date of the grant. The vesting period of such stock options will be as follows: options for 7,500 shares will vest at the end of each of the four six month periods in the two years following the date of the grant.


(c) Incentive Bonus Plan. Employer will establish an incentive bonus plan for Officer in accordance with the bonus provisions set forth in Exhibit 1 .


(d) Vacations . Officer will accrue vacation at a rate of no less than four weeks per 12-months of employment, in accordance with the procedures prescribed by Employer's regular vacation policies established for senior executives. Officer may accrue any unused vacation time from year to year up to a limit of 6 weeks of unused vacation, 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 two weeks' duration is subject to the advance approval of Employer, which approval is to be sought from the Chief Executive Officer. In addition, Officer agrees to give the Chief Executive Officer notice in advance concerning any vacation time to be taken, and will confirm with the Chief Executive Officer the actual taking of vacation time promptly after such vacation time is taken.


(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 def ...