ARBITRATION AGREEMENT
This Arbitration Agreement (this "Agreement") is made
as of December 22, 1995, among Analytical Surveys, Inc., a
Colorado corporation ("ASI"), Intelligraphics, Inc., a Wisconsin
corporation ("Intelligraphics"), A. Xxxxxxx Xxxxxxxx, Xxxx
Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx
and Xxxxx Xxxxxxx (each a "Shareholder" and collectively, the
"Shareholders"), Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx, Bank One,
Colorado, NA ("Escrow Agent") and the members of the board of
directors of ASI who are voting trustees under the Voting Trust
Agreement ("Trustee").
Recitals
A. ASI, Intelligraphics and A. Xxxxxxx Xxxxxxxx
("Xxxxxxxx") have entered into an Asset Purchase Agreement dated
as of December 22, 1995 (the "Purchase Agreement") pursuant to
which ASI will purchase substantially all of the assets of
Intelligraphics in exchange for approximately $3,450,000 in cash,
as adjusted, and 230,000 restricted shares of ASI common stock
(the "Shares"). Certain of the Shares will be distributed to
Xxxxxxxx in partial satisfaction of certain loans Xxxxxxxx has
made to Intelligraphics. The remainder of the Shares will be
distributed to key management personnel of Intelligraphics in
consideration for their services to Intelligraphics. Pursuant
to an Escrow Agreement dated December 22, 1995 between ASI,
Intelligraphics, Xxxxxxxx and the Escrow Agent (the "Escrow
Agreement") ASI will transfer $250,000 and 70,000 Shares directly
into escrow.
B. Concurrently with the execution of the Purchase
Agreement, ASI and the Shareholders have entered into a Lock-Up
Agreement dated December 22, 1995 (the "Lock-Up Agreement") which
governs the transferability of the Shares, and a Voting Trust
Agreement dated December 22, 1995 (the "Voting Trust Agreement")
between ASI, the Shareholders and the Trustee which governs the
voting rights of the Shares.
C. Concurrently with the execution of the Purchase
Agreement, ASI and each of A. Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx
and Xxxxx Xxxxxxxxx, have entered into a Non-Competition
Agreement dated December 22, 1995 (the "Non-Competition
Agreement") pursuant to which each of such individuals is
precluded from competing with ASI and disclosing confidential
information about ASI under certain circumstances.
D. Concurrently with the execution of the Purchase
Agreement, ASI and Intelligraphics have entered into an
Assignment and Assumption of Lease dated December 22, 1995 (the
"Assignment Agreement") pursuant to which Intelligraphics assigns
its obligations under the Lease (as defined in the Assignment
Agreement) to ASI and ASI assumes Intelligraphic's obligations
under the Lease effective as of the closing of the transactions
contemplated under the Purchase Agreement.
E. Concurrently with the execution of the Purchase
Agreement, ASI and each of Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx,
Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxxx have
entered into Employment Agreements dated December 22, 1995 (each
an "Employment Agreement" and collectively, the "Employment
Agreements") pursuant to which each of such individuals is
employed by ASI.
F. Concurrently with the execution of the Purchase
Agreement, ASI and the Shareholders have entered into a
Registration Rights Agreement dated December 22, 1995 (the
"Registration Rights Agreement") pursuant to which the Shares
held by the Shareholders will be registered under the Securities
Act of 1933 by ASI under certain circumstances.
G. Concurrently with the execution of the Purchase
Agreement, ASI and Intelligraphics have entered into an
Assignment and Assumption of Lease dated December 22, 1995 (the
"Lease Assignment") pursuant to which the Lease (as defined in
the Lease Assignment) is assigned by Intelligraphics to ASI as of
the Closing.
H. Concurrently with the execution of the Purchase
Agreement, ASI and Intelligraphics have entered into an
Assignment and Assumption Agreement dated December 22, 1995 (the
"Assignment and Assumption Agreement") and Intelligraphics has
executed a Xxxx of Sale dated December 22, 1995 ("Xxxx of Sale")
in connection with the transfers contemplated under the Purchase
Agreement.
I. Concurrently with the execution of the Purchase
Agreement, Intelligraphics has executed a Trademark Assignment
dated December 22, 1995 (the "Trademark Assignment") pursuant to
which Intelligraphics is transferring all of its right, title and
interest to its Marks and Registrations (as defined in the
Trademark Assignment) to ASI as of the Closing
J. The parties desire that any and all disputes
arising out of the Purchase Agreement, the Escrow Agreement, the
Lock-Up Agreement, the Voting Trust Agreement, the Non-
Competition Agreement, the Assignment Agreement, the Employment
Agreements, the Registration Rights Agreement, the Lease
Assignment, the Assignment and Assumption Agreement, the Xxxx of
Sale and the Trademark Assignment (collectively, the "Transaction
Agreements") be governed and settled pursuant to this Agreement.
Agreement
1. Arbitration and Governing Law
a. Disputes and Claims. All disputes arising
out of or related to the Transaction Agreements, and
the exhibits to the Transaction Agreements, including
any claims that all or any part of any such agreements
is invalid, illegal, voidable, or void, will be settled
by arbitration, to be conducted in accordance with the
provisions of this Section. Any party to this
Agreement may compel arbitration by notice to the other
parties. The parties' duty to arbitrate under this
Agreement will survive the cancellation or termination
of this Agreement.
b. The arbitration proceedings will be conducted
by one arbitrator in Chicago, Illinois, in
accordance with the Commercial Arbitration Rules of the
American Arbitration Association located at 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000
("AAA") as then in effect. Applicable substantive law
will be the law of the State of Colorado. Within five
days after the notice compelling arbitration, the
parties will select the arbitrator; if they fail to
agree within such five-day period, then the arbitrator
will be selected by the AAA in Chicago, Illinois. The
arbitrator will establish a schedule for the
proceedings, which will include a discovery period not
to exceed 30 days, and will issue a final decision in
writing.
c. Arbitrator's Decision. The arbitrator's
decision will be final and binding on the parties and
may be enforced in any court having jurisdiction. If a
party to this Agreement does not act in a timely
fashion in accordance with the terms of this Agreement
then, without further notice, the arbitrator may enter
any relief against such party as the arbitrator deems
proper.
d. Costs and Fees. Each party will advance an
equal share of the arbitrator's fees and administrative
fees of arbitration. However, the arbitrator will
award to the prevailing party, if any, as determined by
the arbitrator, all of the prevailing party's costs and
fees. "Costs and fees" means all reasonable pre- and
post-award expenses of the arbitration, including the
arbitrator's fees, administrative fees of arbitration,
travel expenses, out-of-pocket expenses (such as
copying and telephone), court costs, witness fees, and
attorneys' fees. In addition, in the event of any
action or proceeding to enforce an award or
determination made under this Agreement, the prevailing
party will be entitled to recover from the other party
its reasonable attorneys' fees, costs and expenses
incurred in connection with such action or proceeding.
2. Further Assurances. The parties agree to perform
all such acts, including without limitation, the execution of
documents, as may reasonably be requested by the other parties to
this Agreement or the arbitrator in order to more fully
effectuate the purposes of this Agreement.
3. Successors and Assigns. Except as otherwise
expressly provided in this Agreement, all covenants and
agreements contained in this Agreement by or on behalf of any of
the parties will bind and inure to the benefit of the respective
successors and assigns of the parties whether so expressed or
not. Except as expressly prohibited or restricted by the terms
of this Agreement, ASI may assign any or all of its rights under
this Agreement to any affiliate of ASI (as the term "affiliate"
is used in Rule 144 of the Securities Act of 1933), but ASI will
remain responsible for each of ASI's obligations so assigned.
4. Severability. Whenever possible, each provision
of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of
this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating
the remainder of this Agreement.
5. Descriptive Headings. Whenever used in this
Agreement, the term "including" will be deemed to be followed by
the words "without limitation." Words used in the singular
number will include the plural, and vice-versa, and any gender
will be deemed to include each other gender. The captions and
headings of the Sections and subsections of this Agreement are
intended for convenience of reference only, and will not be
deemed to define or limit the provisions of this Agreement.
6. Notices. All notices, demands or other
communications to any party under this Agreement will be in
writing (including facsimile transmission); will be sent only by
facsimile, by nationally recognized courier service, or by
personal delivery; and will be given in accordance with the
provisions of the Purchase Agreement, provided that, the address
for notice for the Trustee and the Shareholders will be the
address set out in the Voting Trust Agreement, the addresses for
notice for ASI, Intelligraphics, A. Xxxxxxx Xxxxxxxx and the
Escrow Agent will be the addresses set out in the Escrow
Agreement and the addresses for notice for Xxxxxx Xxxxxxxx and
Xxxxx Xxxxxxxxx will be the addresses set out in the Non-
Competition Agreement.
7. General Provisions. This Agreement (a) contains
the entire agreement between the parties, (b) may not be
modified, altered or amended except by an instrument in writing
signed by each party, (c) may be executed in two or more
counterparts, each of which will be deemed an original, but all
of which together will constitute one and the same instrument and
(d) will be governed and construed in accordance with the laws
of the State of Colorado.
ANALYTICAL SURVEYS, INC.
By /s/ Xxxxxx x. Xxxxxx
Its President and Chief
Executive Officer
INTELLIGRAPHICS, INC.
By /s/ A. Xxxxxxx Xxxxxxxx
Its Chairman and Chief
Executive Officer
SHAREHOLDER:
/s/ A. Xxxxxxx Xxxxxxxx
SHAREHOLDER:
Xxxx Xxxxxx
SHAREHOLDER:
Xxxxxxx Xxxxxxx
SHAREHOLDER:
Xxxxx Xxxxxx
SHAREHOLDER:
Xxxxx Xxxxx
SHAREHOLDER:
Xxxxx Xxxxx
SHAREHOLDER:
Xxxxx Xxxxxxx
BANK ONE, COLORADO, N.A.
By:
Its:
Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxxxx
TRUSTEE
Xxxx Xxxxxx
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxx XxxXxxx
Xxxxx Xxxxx
Xxxxxx Xxxxxx
Xxxxxx Xxxxxxxx
