SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[ ] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only
(As Permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
19039 East Plaza Drive, Suite 245
Parker, CO 80134

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on April 30, 2002

TO THE SHAREHOLDERS OF Integrated Spatial Information Solutions, Inc.:

PLEASE TAKE NOTICE that the 2002 Annual Meeting of Shareholders of
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. ("ISIS") will be held at 10:00
a.m. Eastern Time on the 30th day of April, 2002 in the Atrium of the Treetops
Building, 8181 Professional Drive, Landover, Maryland, for the following
purposes:

1. To elect a board of four directors to serve for the ensuing year or
until their respective successors are elected.
2. To approve an amendment to Article I of Articles of Incorporation of
ISIS, as amended, to change in the name of ISIS to PlanGraphics, Inc.
3. To approve an amendment to ISIS' Equity Compensation Plan to increase
by 7,000,000 the number of shares of ISIS common stock authorized and
reserved for issuance from 4,358,104 shares to 11,358,104 shares.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 28, 2002 are
entitled to notice of and to vote at the meeting or at any adjournment or
adjournments thereof. The Board of Directors of ISIS is soliciting the Proxies.

This Proxy Statement, the accompanying Proxy Card, the 2002 Annual Report
to Shareholders, and the Notice of Annual Meeting are first being sent to
shareholders of ISIS on or bout March 29, 2002. A complete list of registered
shareholders entitled to vote a the Annual Meeting will be available for
examination during business hours by any ISIS shareholder for purposes related
to the Annual Meeting at ISIS executive office located at 19039 East Plaza
Drive, Suite 245, Parker, CO 80134.

Shareholders are cordially invited to attend the meeting. Please specify
your choices on the enclosed Proxy, then date, sign, and return it in the
enclosed envelope, whether or not you expect to attend in person. If you attend
the meeting, you may revoke the Proxy and vote your shares in person.

A copy of the 2001 Annual Report to Shareholders is enclosed.

BY ORDER OF THE BOARD OF DIRECTORS

By: /s/ Frederick G. Beisser
----------------------------------
Frederick G. Beisser, Secretary
Dated: March 28, 2002

INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
PROXY STATEMENT

Annual Meeting of Shareholders
April 30, 2002

GENERAL INFORMATION

We are providing this Proxy Statement to the shareholders of INTEGRATED SPATIAL
INFORMATION SOLUTIONS, INC. ( "ISIS"), a Colorado corporation, by order of its
Board of Directors, in connection with the solicitation of proxies to be voted
at the 2002 Annual Meeting of Shareholders of the ISIS. The meeting will be held
at 10:00 a.m. Eastern Time on the 30th day of April 2002 in the Atrium of the
Treetops Building, 8181 Professional Drive, Landover, Maryland for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders and at
all postponements and adjournments thereof. ISIS administrative office is
located at 19039 East Plaza Drive, Suite 245, Parker, Colorado and its telephone
number is 720 851-0716.

THE ISIS BOARD OF DIRECTORS IS MAKING THIS SOLICITATION. We expect to send this
Proxy Statement and form of proxy to shareholders on or about March 29, 2002. We
are mailing this Proxy Statement in conjunction with the mailing of the Annual
Report. ISIS will pay for all solicitation expenses.

Purposes of the Annual Meeting:

Receipt, Voting and Revocation of Proxies:

All Proxies that are properly executed and received at or before the meeting
will be voted at the meeting. If a shareholder specifies how the Proxy is to be
voted on any business to come before the meeting, it will be voted in accordance
with such specification. If no specification is made, it will be voted FOR the
election of the four nominees for directors named, FOR the amendment of ISIS'
Articles of Incorporation changing the name to PlanGraphics, Inc., and FOR the
amendment to the Equity Compensation Plan. Management knows of no other matters
to come before the meeting. If any other matters are properly brought before the
meeting, all Proxies will be voted in accordance with the judgment of the person
or persons voting them.

Any Proxy may be revoked by a shareholder by any of the following: 1) a later
dated and executed Proxy properly delivered to the Secretary of the ISIS two
days before the Proxy has been voted; 2) a written notice of revocation
delivered to Secretary of ISIS before the close of business two business days
prior to the meeting at ISIS offices located at 19039 East Plaza Drive, Suite
245, Parker, CO 80134; or 3) by appearing in person at the meeting and revoking
the Proxy before the Proxy has been voted.

The Board of Directors is soliciting the enclosed Proxy on behalf of ISIS. The
cost of preparing, assembling, mailing and soliciting proxies and other related
expenses will be borne by ISIS. ISIS intends to request banks, brokerage houses,
custodians, nominees and other fiduciaries to forward copies of these proxy
materials to those persons for whom they hold shares. In addition to
solicitation by mail, certain officers and employees of ISIS who will receive no
compensation for their services other than their regular salaries, may solicit
proxies in person or by telephone.

Record Date, Shares Outstanding, Voting Rights:

Only shareholders of record at the close of business on March 28, 2002 will be
entitled to vote at the meeting. As of that date there were 96,633,945 shares of
Common Stock, no par value, issued and outstanding. Each share is entitled to
one vote on all matters submitted to the shareholders. The shareholders do not
have cumulative voting rights in the election of directors.

One-third of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at any shareholders' meeting. A simple majority vote
of the shares represented at the meeting and entitled to vote is necessary to
approve any such matters. Votes will be counted by our transfer agent,
Computershare Investor Services, Inc. Abstentions and broker non-votes are
included in determining the presence or absence of a quorum, but are NOT
considered votes in favor of items of business. If your shares are held in a
brokerage account, please VOTE on each individual item and SUBMIT your proxy
through your broker's procedures in a timely manner. Your vote is VERY important
to the future of ISIS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 28, 2002,
regarding beneficial ownership of ISIS' common stock: (a) by each person who
owns of record (or is known by ISIS to own beneficially) more than 5% of the
common stock or as to which he or she has the right to acquire within 60 days of
March 28, 2002; (b) by each director and named executive officers of ISIS; and
(c) by all directors and executive officers as a group. Except as otherwise
indicated, ISIS believes that the beneficial owners of the Common Stock listed
below, based upon information furnished by such owners, have sole investment and
voting power with respect to the shares.

Security ownership of certain beneficial owners:

- --------------------------------------------------------------------------------
Title of Name of Beneficial Amount & Nature of Percent
Class(3) Owner Beneficial Ownership
- --------------------------------------------------------------------------------

Common ICTS 1994 (USA), Inc. 17,142,857 17.7
One Rockefeller Plaza, Suite 2412
New York, NY 10020

Common William S. Strang 5,714,286 5.9
C/O NetStar-1
9400 Key West Avenue
Rockville, MD 20850

Security ownership of management:

- --------------------------------------------------------------------------------
Title of Name of Beneficial Amount & Nature of Percent
Class Owner(1) Beneficial Ownership(2) of Class
- --------------------------------------------------------------------------------

Common Jeanne M. Anderson 214,000 0.2
Director

Common John C. Antenucci 6,441,403(4) 6.7
President and Director

Common Frederick G. Beisser 608,993 0.6
Chief Financial Officer, Secretary
Treasurer, and Director

Common Raymund E. O'Mara 445,012 0.5
Director

Common Gary S. Murray 16,155,834(3) 16.6
Chairman and Director

Common J. Gary Reed 115,204 0.2
Director

All Directors and Officers
as a group (6 persons) 23,982,946 24.5%

NOTES:

1. The address for each of the directors of ISIS is "In Care Of
Integrated Spatial Information Solutions, Inc., 19039 East Plaza
Drive, Suite 245, Parker, CO 80134.
2. The number of shares beneficially owned includes 1,317,084 shares that
may be acquired within 60 days pursuant to warrants and stock options
held by Officers and Directors of ISIS. Such shares and management
personnel holding them are: Ms. Anderson, 100,000; Mr. Antenucci,
195,002; Mr. Beisser, 129,093 shares; Mr. O'Mara, 142,500 shares; Mr.
Murray, 697,500 and Mr. Reed, 70,489 shares.
3. The quantity for Mr. Murray includes 9,871,427 shares and warrants to
acquire 405,000 shares of common stock owned by Human Vision LLC. Mr.
Murray is a control person in Human Vision LLC.
4. The quantity for Mr. Antenucci includes 13,000 shares of common stock
owned by his spouse and 192,000 shares in a custodial account for an
unemancipated daughter. He is deemed to be a control person for both.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John C. Antenucci, President and a director of ISIS, is a 10% partner in the
organization that owns the facilities in Frankfort, Kentucky, leased by
PlanGraphics, Inc, the wholly owned subsidiary of ISIS. The annual lease cost is
approximately $327,000 per year for 20,500 square feet. PlanGraphics entered
into the lease in 1995, prior to the acquisition of PlanGraphics by ISIS. When
entered into, the lease rate exceeded the fair market value for similar
facilities in the area by approximately 20%. This transaction, however, was
considered to be in the best interests of PlanGraphics at that time by the
disinterested members of its Board of Directors.

John C. Antenucci, President and a director of ISIS, personally guaranteed a
line of credit from a bank for ISIS on September 22, 1997. As consideration for
such guaranty, ISIS agreed to pay Mr. Antenucci 5% of the outstanding loan
balance on an annual basis. ISIS has not paid all monies owed to Mr. Antenucci
pursuant to this agreement and to date, the outstanding balance of the debt owed
Mr. Antenucci is $15,175.63. The agreement was considered to be in the best
interests of ISIS at the time of agreement by the disinterested members of its
Board of Directors.

Gary S. Murray, Chairman and a director of ISIS, is the principal owner and
executive officer of HumanVision L.L.C. On July 1, 2001, we entered into a
consulting agreement with HumanVision L.L.C. Compensation for the consulting
services of HumanVision L.L.C. consists of performance options to purchase
322,581 shares of common stock at an exercise price of $0.11 per share if our
market capitalization exceeds $30,000,000 for twenty of thirty consecutive
business days at any time prior to June 30, 2002, and an additional 322,581
shares of common stock at an exercise price of $0.11 per share if our market
capitalization exceeds $60,000,000 for twenty of thirty consecutive business
days at any time prior to June 30, 2002. The options will be exercisable for a
period of three years from the date of issue. The agreement also provides for a
success fee of 1.5% of the transaction value in the event of a successful merger
or acquisition of stock or assets.

On February 2, 2001, we executed a promissory note in favor of HumanVision
L.L.C. for the sum of $75,000. The note was due on October 21, 2001 and bore
interest at prime plus six percent. . Subsequent to September 30, 2001, on
January 9, 2002 this note was paid in full with proceeds from the rights
offering. On February 9, 2001, PlanGraphics entered into an agreement with
HumanVision L.L.C. whereby HumanVision L.L.C. agreed to provide a $325,000
standby letter of credit to National City Bank of Kentucky as additional
collateral for PlanGraphics' existing line of credit that had been replaced with
the Branch Banking & Trust Company line of credit. As consideration,
PlanGraphics made quarterly payments of an amount equal to two percent of the
value of the standby letter of credit. In the event Branch Banking & Trust
Company had called the standby letter of credit, PlanGraphics executed a
convertible debt instrument payable to HumanVision L.L.C. at an annual interest
rate of prime plus six percent for a term not to exceed nine months. At any time
prior to the instrument's maturation, HumanVision L.L.C. could have converted
the debt and accrued interest into shares of our common stock valued at $.07 per
share. The accounts receivable of PlanGraphics would have served as collateral
had the standby letter of credit been called. ISIS also provided a guarantee to
HumanVision L.L.C. offering its stock in PlanGraphics as consideration. Upon
replacement of the line of credit with a higher $750,000 maximum balance line of
credit from BB&T in February, 2002, the Standby Letter of Credit from Human
Vision LLC was released by BB&T and the certificate representing ISIS' stock in
PlanGraphics was returned to ISIS.

On May 15, 2001, we executed a promissory note in favor of HumanVision L.L.C.
for the sum of $40,000. The note was due on October 21, 2001 and bore interest
at prime plus six percent. Subsequent to September 30, 2001, on January 9, 2002
this note was paid in full with proceeds from the rights offering.

On February 1, 2002, two officers of ISIS, Frederick G. Beisser and John C.
Antenucci, borrowed $8,750 and $175,000, respectively from ISIS and
PlanGraphics, their respective employers. The borrowed sums were used to
exercise subscription rights to purchase 250,000 and 5,000,000 shares,
respectively, under the ISIS Shareholder Rights Offering that expired on the
same date. Each company's Board of Directors approved the loan of funds to its
officer as being in that company's best interest because it will provide greater
incentives to continue his employment and incentive to strive for the success of
the companies so that the value of ISIS' common stock will increase.

Mr. Beisser's note is collateralized by a lien in favor of ISIS on his
residence. Mr. Antenucci's note is collateralized by his purchased shares and
PlanGraphics may offset any compensation, including severance, toward payment of
the note if his employment ends. Both notes bear interest at a rate equal to one
fourth of one percent over the interest rate ISIS receives on its money market
accounts. Both officers have agreed not to sell the purchased shares of ISIS
stock for six months after the date of purchase.

MATTERS FOR SHAREHOLDER VOTE

1. ELECTION OF DIRECTORS

The Board of Directors recommends election of the following four nominees as
directors of ISIS: John C. Antenucci, Raymund E. O'Mara, Gary S. Murray and
William S. Strang. Directors hold office until the next Annual Meeting of
Shareholders (tentatively scheduled for May 1, 2003), or until their successors
are elected and qualified or until their earlier death, resignation or removal.
The Articles of Incorporation, as amended, provide for a Board of Directors. At
present, the number of Directors of the ISIS has been set at seven by the ISIS
Board of Directors. Three incumbent members of the present Board of Directors
and a new outside director have been nominated for election. The Board of
Directors anticipates filling the vacancies for the remaining Board members
during the ensuing year. The election of directors requires the affirmative vote
of a majority of all shares represented at the annual meeting and entitled to
vote in person or by Proxy. If at the time of the Meeting any of the nominees
named below should be unable to serve, which event is not expected to occur, the
discretionary authority provided in the Proxy will be exercised to vote for such
substitute nominee or nominees, if any, as shall be designated by the Board of
Directors.

Incumbent and Nominated Directors and Current Officers

Name Age Position Director Since
- ---- --- -------- --------------

John C. Antenucci 55 Vice Chairman, President, 1997
Acting CEO and Director

Raymund E. O'Mara 60 Director 1997

Gary S. Murray 51 Chairman and Director 1998

William S. Strang 45 Nominated to become a Director N/A

Jeanne M. Anderson 50 Director 1987

Frederick G. Beisser 59 Vice President - Finance and 1990
Administration, Secretary,
Treasurer and Director

J. Gary Reed 53 Director and Chief Operating 1997
Officer, PlanGraphics, Inc.

Biographical Sketch of Director Nominees and Incumbent Executive Officers

Ms. Jeanne M. Anderson, retired, is a former President and CEO of the ISIS. She
served as President and Chief Executive Officer from October 1, 1991 through
December 31, 1996. She was Chairman of the Board of Directors from January 1,
1997 through October 2, 1997 and has been a Director of the ISIS continuously
since 1987.

Mr. John C. Antenucci, President, was appointed a director on November 3, 1997.
He is the founder of, and has been president and CEO of PlanGraphics, Inc. since
1979. He is a former president of AM/FM International, a professional
association for utility industry users of GIS. He is also a former member of the
National Academy of Sciences Advisory Committee for Mapping Sciences, an advisor
to Ohio State University's Center for Mapping and editor of a leading textbook
on geographic information systems. Mr. Antenucci holds an MS in Civil
Engineering/Water Resources from Catholic University of America in Washington,
DC and a Bachelor of Civil Engineering from the same institution.

Mr. Frederick G. Beisser, Vice President - Finance and Administration, joined
the ISIS as Chief Financial Officer in July 1990 and was promoted to his present
position on March 28, 1997. He was appointed to the Board of Directors in March
1991, at which time he became Treasurer and was appointed Secretary on October
1, 1991. Mr. Beisser is a Colorado Certified Public Accountant. Previously he
held various financial management and controller positions with the United
States Air Force in the United States and abroad. Retired with the rank of Major
in 1989, he holds a Ph.D. from American International University in Canoga Park,
California, an MBA from Golden Gate University in San Francisco and a BS in
Business Administration from the University of Southern Colorado at Pueblo,
Colorado. In addition he has a diploma from the Air War College. Mr. Beisser is
also a member of the Board of Directors of Environmental Energy Services, Inc.
(FKA Wastemasters, Inc.) of El Reno, Oklahoma.

Mr. Raymund E. O'Mara was appointed a director on November 3, 1997. He is a
principal with Booz Allen & Hamilton, consultants since 1996. Prior to joining
Booz Allen & Hamilton Mr. O' Mara was vice president of Mason and Hanger
Company, Lexington, Kentucky from 1994 to 1996. Mr. O'Mara retired from the
United States Air Force in 1994 with the rank of major general; from 1993 until
his retirement he was Director, Defense Mapping Agency, Bethesda, Maryland and
prior to that was Vice Commander in Chief, Atlantic Command, Norfolk, Virginia
for two years. Mr. O'Mara holds a Master of Arts from State University of New
York at Plattsburgh, NY and BS in Electrical Engineering from the New Jersey
Institute of Technology at Newark.

Mr. Gary S. Murray, Chairman, was appointed a director of ISIS on June 26, 1998.
He was appointed Chairman of the Board of Directors on July 6, 1999. Mr. Murray
is the founder and president of Human Vision LLC, Greenbelt, MD an advisory and
investment firm. He is also a founder and a principal of Timebridge Technologies
(Lanham, MD), an e'commerce firm specializing in database and network services.
Mr. Murray was founder, chairman and president of systems integrator Sylvest
Management Systems (Lanham, MD) until its acquisition by Federal Data
Corporation in June 1997. He holds a BBA from Howard University, Washington, DC
and is a Certified Public Accountant.

Mr. J. Gary Reed, Chief Operating Officer of PlanGraphics, Inc. was appointed a
director on November 3, 1997. He has been employed with PlanGraphics in several
capacities since 1995. Prior to joining them he held several executive positions
during a 21-year career with Geonex Corporation and was named President of that
corporation in 1994. Mr. Reed holds an MBA from the Keller Graduate School of
Management in Chicago and a BS in Biology from Virginia Polytechnic Institute
and State University in Blacksburg, Virginia.

Mr. William S. Strang, has been nominated by the Board of Directors to become a
director on April 30, 2002. He is president of and chief executive officer of
NetStar1, a network integration company in Rockville, Maryland. Prior to that,
he was President, North America, of Dimension Data plc, a leading global network
services and i-Commerce solutions provider, from October 2000 until June 2001,
and from June 1997 until October 2000 he was President & CEO of Timebridge
Technologies, Inc. of Lanham, Maryland, a leading provider of network
engineering, Oracle database consulting, and information technology integration
services. Mr. Strang holds a Bachelor of Business Administration from Eastern
Kentucky University.

All directors hold office until the earlier of the next annual meeting of
shareholders or until their successors are duly elected and qualified or until
their earlier death, resignation or removal.

Board Committees and Meetings

The Board of Directors met 5 times during Fiscal Year 2001. Each of ISIS'
directors except for Ms. Anderson attended (either in person or by telephone) at
least 75% of the aggregate number of meetings of the Board of Directors held
during fiscal year 2001. Ms. Anderson attended 60% of the meetings. During
fiscal year 2001 the Board had two committees, an audit committee and a
compensation committee.

Compensation Committee. The compensation committee is comprised of Messrs.
O'Mara (its Chairperson) and Mr. Murray. Neither of these directors has ever
served as an officer of ISIS or its subsidiaries. Further, no interlocking
relationship exists between the Board of Directors or the compensation committee
of any other company, nor has such interlocking relationship existed in the
past. The committee did not meet during the last fiscal year.

Audit Committee. The audit committee of the Board of Directors reports to the
board regarding the appointment of ISIS's independent public accountants, the
scope and results of its annual audits, compliance with accounting and financial
policies and management's procedures and policies relative to the adequacy of
internal accounting controls. During fiscal 2001, the audit committee consisted
of Mr. Murray (its Chairperson) and Mr. O'Mara. On January 15, 2002 the Board of
Directors adopted a written Audit Committee Charter and it is included in this
Proxy Statement at Appendix A. Ms. Anderson was appointed to the Audit Committee
on the same date. All of the Audit Committee members are independent directors
of the ISIS as defined by Section 121(A) of American Stock Exchange listing
standards and Rule 4200(a)(15) of the NASD's listing standards. During fiscal
2001, the audit committee formally met two times.

We are providing the following Audit Committee Report in accordance with the
rules and regulations of the Securities and Exchange Commission (the "SEC").
According to those rules and regulations, this report shall not be deemed to be
"soliciting material" or to be "filed" with the SEC, subject to Regulation 14A
or 14C promulgated by the SEC or subject to the liabilities of Section 18 of the
Securities Exchange Act of 1934, as amended.

Following is the report of our Audit Committee with respect to our audited
financial statements for the fiscal year ended September 30, 2001, included in
our Annual Report on Form 10-KSB for that year, as well as our unaudited
quarterly financial statements for fiscal 2002.

REPORT OF THE AUDIT COMMITTEE

In connection with its responsibilities under its charter, the Audit Committee:

o Reviewed and discussed the audited financial statements of ISIS for
fiscal year 2001 with management.

o Discussed with ISIS' independent auditors those matters required to be
discussed by AICPA Statement on Auditing Standards No. 61 (required
communication by external auditors with audit committees). Our
discussions with the independent auditors included, among other
things, discussions relating to the auditor's responsibility under
generally accepted auditing standards, the processes used by our
management in formulating accounting estimates, significant
adjustments made during the audit, any disagreements with our
management and any difficulties encountered by the independent
auditors in performing the audit.

o We have also received and reviewed written disclosures from the
independent auditors relating to any and all relationships between
them and ISIS, and we discussed with the auditors any relationship
that might affect the objectivity or independence of the independent
auditors as required by Independence Standards Board Standard 1. Based
on those discussions, we are not aware of any relationship between the
independent auditors and ISIS that affects the objectivity or
independence of the independent auditors.

o Recommended, based on the discussions and review noted above, to the
Board of Directors that the audited financial statements for fiscal
year 2001 be included in ISIS' Annual Report on Form 10-KSB for filing
with the SEC.

o Recommended, based upon responses to our request for proposals sent to
a number of qualified accounting firms and upon other factors, that
Grant Thornton LLP be retained for the audit of ISIS' financial
statements for fiscal year 2002 and for the review of quarterly
reports for the periods beginning after March 31, 2002.

This report is submitted by the members of the audit committee.

Gary S. Murray
Raymund E. O'Mara
Jeanne M. Anderson

Section 16(a) Beneficial Ownership Reporting Compliance

Based primarily upon a review of Forms 3, 4 and 5 and written representations
submitted to ISIS during and with respect to its most recent fiscal year, we
believe that all directors, officers and any beneficial owner of more than 10
percent of ISIS' registered shares are in compliance with Section 16(a) of the
Exchange Act.

Executive Compensation

Summary Compensation Table

The following table sets forth the compensation paid and accrued by ISIS
for services rendered during the fiscal years ended September 30, 2001,
September 30, 2000 and September 30, 1999 to its Chief Executive Officer and our
executive officers whose total compensation exceeded $100,000 (together with the
CEO, the "named executive officers").

Annual Compensation Long Term Compensation
------------------- ----------------------

Awards Payouts
------ -------
Other Annual Options/ LTIP
Name and Bonus Compensation SARs granted Payouts All Other
Principal Position Year Salary ($) ($) ($) (#) ($) ($)
- ------------------ ---- ---------- ----- ------------ ------------ ------- ---------

John C. Antenucci, 2001 $157,499 - - - - -
Vice Chairman, 2000 $138,219 - - - - -
President and 1999 $159,374 - - - - -
Acting CEO

Stephen Carreker, 2001 - - - - - -
Former Chairman and CEO 2000 $ 17,719 - $240,750(1) - - -
1999 $124,808 - - - - -

J. Gary Reed, Director 2001 $103,499 $8,000 - - - -
and Chief Operating 2000 $ 96,104 $8,000 - - - -
Officer of PlanGraphics 1999 $105,660 - - - - -

(1) The amount of "Other Compensation" for Mr. Carreker represents the total of
our payments made to him and to his attorney on behalf of Mr. Carreker
pursuant to the settlement agreement we entered into with Mr. Carreker upon
his departure.

We do not have a long term incentive plan or a defined benefit or actuarial form
of pension plan.

Option/SAR Grants in Last Fiscal Year

We made no grants to the named officers during the fiscal year ended September
30, 2001.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Acquired on Value Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
---- ------------ -------------- ------------- -------------

John C. Antenucci, Vice
Chairman, President and 151,127/0(1)
Action CEO - - -

Stephen Carreker, - - 0/0(2) -
Former Chairman and CEO

J. Gary Reed, Director
and Chief Operating
Officer of PlanGraphics - - 101,481/0(3) -

(1) In accordance with his employment agreement, Mr. Antenucci received fully
vested stock options to purchase 300,000 shares of our common stock at an
exercise price of $1.75 on September 22, 1997 and 225,000 performance
options at the same price. Subsequently, Mr. Antenucci became entitled to
268,004 antidilution options related to his employment agreement that were
prorated between immediately vested and performance options of which
152,966 were immediately vested. The established goals for the performance
options were not achieved and these options have therefore lapsed; the
original immediately vested options have since expired. Mr. Antenucci
continues to have rights to certain of the antidilution options granted
during his employment.

(2) In accordance with his employment agreement, Mr. Carreker received options
to purchase 30,000 shares of our common stock at a price of $1.125 on
January 2, 1997 that were fully vested upon grant. In connection with his
employment agreement Mr. Carreker received fully vested stock options to
purchase 200,000 shares of our common stock effective January 7, 1997. In
addition, at September 30, 2000, he was entitled to 301,988 antidilution
options related to vested options. All of these options terminated during
fiscal year 2001 with the completion of all of our obligations under the
settlement agreement with Mr. Carreker.

(3) In accordance with his employment agreement, Mr. Reed received fully vested
options to purchase 200,000 shares of our common stock at an exercise price
of $1.75 on September 22, 1997 and 145,000 performance options at the same
price. Subsequently, Mr. Reed became entitled to 175,480 antidilution
options related to his employment agreement of which 101,934 were
immediately vested. The established goals for the performance options were
not achieved and these options have therefore lapsed; the original
immediately vested options have since expired. Mr. Reed continues to have
rights to certain of the antidilution options that were granted during his
employment.

Employment Contracts and Termination of Employment and Change-in-Control
Agreements.

Mr. Antenucci. ISIS entered into a three-year employment agreement with John C.
Antenucci effective September 22, 1997 that automatically renewed for an
additional three-year term in 2000. The agreement provides for a salary of
$175,000 per year with provisions for bonuses of up to 21% of base salary if
certain goals were achieved. Mr. Antenucci received a one-time advance payment
of $50,000 of his FY 1998 salary for entering into the agreement. On June 26,
1998, the Compensation Committee of the Board of Directors reduced the annual
compensation of Mr. Antenucci by 10 percent to $157,500 annually. This reduction
became effective October 1, 1998. Subsequently, Mr. Antenucci's annual
compensation was again reduced and effective July 2, 1999, his current annual
compensation was set by the Board of Directors at $157,499.

The agreement provided Mr. Antenucci with fully vested stock options to purchase
300,000 shares of common stock and performance options to purchase 225,000
shares of common stock that were to vest upon attainment of certain performance
goals. The performance goals were not achieved and the vested options have since
expired.

Mr. Antenucci is entitled to continued base compensation for three years
following date of termination if not for death, disability, cause, voluntary
resignation other than constructive termination or the expiration of the
agreement's term. If termination is for one of the above-stated reasons, all
benefits including salary are continued for 18 months. Mr. Antenucci is entitled
to a five-year consulting period at one half of his average annual salary for
the immediately preceding 36-month period should he exercise his option to
terminate his employment voluntarily after June 30, 2000.

Mr. Beisser. On March 28, 1997 we entered into a three-year employment agreement
with our Vice President - Finance & Administration, Frederick G. Beisser,
effective January 1, 1997 that automatically renewed for an additional
three-year term in 2000. The agreement provides for a base salary of $60,000.
The board of directors reduced Mr. Beisser's base salary by 10 percent effective
October 1, 1998 and immediately thereafter restored it to its former level.
Subsequently, the board of directors reduced it to $59,999, its present level,
effective July 2, 1999.

The agreement granted fully vested nonqualified stock options to acquire 70,000
shares of our common stock as an incentive to enter into the agreement and
further granted 50,000 performance stock options requiring the attainment of
certain goals. The agreement also provided for certain cash bonus payments upon
meeting defined performance goals. None of the performance goals were achieved
and the vested stock options have since expired.

Under the agreement Mr. Beisser is entitled to continuation of base compensation
for a period of two years if employment is terminated for any reason other than
death, disability, cause, voluntary resignation or the expiration of the term of
the employment agreement; otherwise termination for the stated reasons results
in payment of base salary, performance and incentive bonuses for 12 months.

Mr. Reed. We entered into a three-year employment agreement with the Chief
Operating Officer, J. Gary Reed, of PlanGraphics, Inc., effective September 22,
1997. The employment agreement renewed automatically in 2000 for an additional
three-year term. The agreement set Mr. Reed's base salary at $115,000 per year
with provisions for bonuses of up to 21% of base salary if certain goals are
achieved. The board of directors reduced the base salary by 10 percent to
$103,500 effective October 1, 1998 and to its present level of $103,499
effective July 2, 1999. Pursuant to the agreement, Mr. Reed also received fully
vested options to purchase 200,000 shares of our common stock and performance
options for 145,000 shares. The performance goals were not achieved and the
vested stock options have since expired.

Under the agreement, Mr. Reed is entitled to continued base compensation for
three years following date of termination if not for death, disability, cause,
voluntary resignation other than constructive termination or the expiration of
the agreement's term; if termination is for one of these reasons then all
benefits including salary are continued for 18 months.

Disputes with Former Executives

We were the respondent in an arbitration claim by our former chief financial
officer ("CFO") who claimed that he was constructively discharged and sought
severance compensation equal to three year's compensation as required by his

employment agreement. We asserted the CFO resigned and was not constructively
discharged; therefore he would not be entitled to any severance compensation.
The case was arbitrated in February 2000 and the arbitrator subsequently awarded
the CFO a total of $330,000 in separation payments, fees and expenses. Believing
the arbitrator erred in arriving at an award, we filed an appeal of the award in
State Circuit Court for Duval County, Florida. The appeal was not sustained and,
accordingly, we were required to pay the award amount. Subsequent to the end of
fiscal year 2001 we paid the award and all associated costs and expenses in
December 2001.

Director Compensation

Our directors who are employees of ISIS or our subsidiaries do not receive any
compensation for their services as directors. Nonemployee directors receive
$1,000 for each scheduled board meeting attended in person and $250 for each
scheduled board meeting attended via conference call. Meetings of committees of
the board are compensated at $250 per meeting attended in person or via
conference call. During fiscal year 1999, we instituted a standardized
compensation program for nonemployee directors whereby the nonemployee director
receives stock options on the date of election to the board to purchase 10,000
shares of our common stock at the market price on that date. Such options vest
quarterly provided that the director has attended 75 percent or more of the
scheduled board meetings.

One nonemployee director, Ms. Anderson, is compensated at a rate of $850 per
month pursuant to a previous agreement. During fiscal year 2001, Ms. Anderson
received $10,421 in fees and expenses for her services as a director.

Effective July 1, 2001, we entered into an Agreement for Services with Mr.
Murray for his services as Chairman of the Board. The agreement expires June 30,
2003 and provides for annual base compensation of $50,000, payable monthly in
shares of our common stock valued at the average price for the five business
days preceding the date of the agreement ($0.11). The agreement also provides
Mr. Murray with options to purchase 175,000 shares of our common stock per annum
at an exercise price of $0.11 per share, vesting in quarterly installments and
exercisable for three years from the date of the agreement. During fiscal year
2001, Mr. Murray received $50,000 in fees for his services as chairman and
director that were paid in the form of unregistered common stock.

2. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY

The Board of Directors has approved, subject to approval of the shareholders at
the Annual Meeting, the change of our name from Integrated Spatial Information
Solutions, Inc. to PlanGraphics, Inc., by adopting an amendment (the
"Amendment") to Article I of ISIS' Articles of Incorporation, as amended. We
intend to vote proxies for approval of the Amendment unless otherwise directed
by stockholders.

ISIS' objective continues to be to build an integrated information technology
and services company with significant capabilities in the geographic information
systems ("GIS") business. GIS is the term used to describe the systematic
collection and management of spatial data and other location related information
using computers and other advanced technologies. We continue with our plans to
consolidate a number of GIS related service and product organizations and to
provide full service design, implementation, and operation of GIS systems and
spatial data warehousing. There are three primary reasons for changing the name
of ISIS.

First, ISIS has focused its strategic business plan and moved aggressively into
the GIS industry via its sole operating subsidiary, the industry-leading and
nationally recognized PlanGraphics, Inc. Our business has increased
significantly and we intend to build on the cache of the well-known and
well-respected industry position of our operating subsidiary, PlanGraphics.

Second, during the past several years PlanGraphics has expanded its capabilities
and now also provides enhanced spatial data management through its data
warehousing competence and through its ability to provide e-solutions to
increase efficiency and economics of the operations of a variety of governmental
and business entities. We believe the industry recognizes PlanGraphics'
increased information services capabilities as seen in significant contract
awards in the past year or two such as received from the City of New York.

Third, the Board also believes the new name will take advantage of the "brand
awareness" of PlanGraphics that exists throughout the industry, avoid the
potential for confusion connected with a second name for the parent company, and
will better enhance public awareness of our business plans, and signify our
decision to build a full service information technology and services company
with a focus on spatial data management capabilities. The new name will also
allow us to reduce some costs for marketing and public and investor relations
activities. It will also facilitate the connection of news and other media
reports in the generally read publications with our public company name and a
new trading symbol, thereby enhancing awareness in the investing community with
what we are accomplishing.

The affirmative vote of the holders of at least a majority of the shares of our
common stock represented at the meeting and entitled to vote is required to
adopt the Amendment.

The Amendment does not change any rights in respect of the authorized shares of
capital stock of ISIS. Article I of the Articles of Incorporation would be
amended in its entirety to read as follows:

"The name of the Corporation is PlanGraphics, Inc."

The Board of Directors approved the amendment on March 8, 2002 and recommends
that shareholders vote FOR Item 2.

3. Proposal to AMEND THE EQUITY COMPENSATION PLAN
TO INCREASE THE NUMBER OF AUTHORIZED SHARES

Shareholders are being asked to approve an increase in the number of shares
reserved for issuance under our Equity Compensation Plan by 7,000,000 shares.
The Board of Directors has approved an amendment to the existing Equity
Compensation Plan which would increase the number of shares of Common Stock
authorized under the Plan from 4,000,000 shares originally reserved plus 358,104
shares, the aggregated amount of authorized annual increments, to 11,358,104
shares. The Board of Directors considered the increase in outstanding shares of
ISIS resulting from the recently completed Shareholder Rights Offering and
determined that a commensurate increase in available Plan shares is necessary
offset the dilution from the offering and to insure that the Plan will continue
to have the capacity to support future needs of ISIS. The Board of Directors
believes that such amendment will be beneficial to ISIS as it will allow ISIS to
incorporate equity components into compensation arrangements, reduce required
cash and thereby permit ISIS greater flexibility to maximize cash available for
operations.

Our Board of Directors adopted the Equity Compensation Plan on October 31, 1997,
and our shareholders approved the Equity Compensation Plan on June 26, 1998 with
a total of 4,000,000 shares of our common stock reserved for issuance under the
plan. Shareholders have not previously approved any increase in the number of
shares reserved for issuance under the plan. However, the plan includes a
provision for a small automatic annual increase on the anniversary of the Plan's
Effective Date of one half of one percent of our then issued and outstanding
shares of Common Stock. Since October 31, 1997 such increments have increased
the total number of shares reserved for issuance from 4,000,000 to 4,358,104 as
of October 31, 2001, after the most recent increment. A summary of the Plan is
located at Appendix B of this Proxy Statement.

The Equity Compensation Plan, as amended, will not confer any additional
benefits upon any group of directors, officers, consultants nor employees other
than such qualified individuals or entities as the Board of Directors may
determine by appropriate action.

As of March 25, 2002, options to purchase an aggregate of 549,990 shares of
common stock issued under the Equity Compensation Plan had been exercised, and
options to purchase 2,473,906 shares were outstanding. Without taking into
account this proposal, 1,566,790 shares remained available for future grants as
of March 25, 2002.

Our Board of Directors approved this increase on January 14, 2002 and
UNANIMOUSLY Recommends that shareholders vote FOR Item 2.

4. INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER MATTERS

Auditors

The firm of BDO Seidman, LLP, Certified Public Accountants, audited the
financial statements of ISIS for the periods ended September 30, 2000 and 2001.
Effective March 15, 2002 we released them as our auditors and on March 26, 2002
engaged Grant Thornton LLP to serve as our independent auditors for the current
fiscal year. Grant Thornton LLP will also provide such other services as may be
necessary during their engagement. We do not expect a representative of either
BDO Seidman, LLP or of Grant Thornton LLP to be present at the annual meeting.

Audit Fees. BDO Seidman, LLP billed the Company an aggregate of $112,127 in fees
for professional services rendered in connection with the audit of ISIS'
financial statements for fiscal year 2001 and the reviews of the financial
statements included in each of the Company's Quarterly Reports on Form 10-QSB
during Fiscal Year 2001.

Financial Information Systems Design and Implementation Fees. BDO Seidman, LLP
did not render any professional services to ISIS and its affiliates for Fiscal
Year 2001 in connection with financial information systems design or
implementation, the operation of its information system or the management of its
local area network.

All Other Fees. BDO Seidman, LLP billed the Company an aggregate of $50,693 in
fees for other services in Fiscal Year 2001 rendered to the Company and its
affiliates in addition to the audit and review services described above. Such
services included advice on potential merger and acquisition transactions,
registration related work and miscellaneous items.

Change in Independent Certifying Accountants

On March 11, 2002, ISIS, acting on the direction and approval of its Board of
Directors, informed BDO Seidman, LLP that ISIS was releasing it as ISIS'
independent certifying accountants effective March 15, 2002 and selecting
another firm for those services. The reports of BDO Seidman, LLP on ISIS'
financial statements for the fiscal years ended September 30, 2000 and 2001
contained no adverse opinion or disclaimer of opinion, nor were they modified as
to uncertainty, audit scope, or accounting principles, except that the report
for September 30, 2000 stated:

"The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note
1 to the consolidated financial statements, the Company's significant
operating losses and working capital deficiency raise substantial doubt
about its ability to continue as a going concern. Management's plans
regarding those matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty."

The decision by ISIS to change accountants was recommended by ISIS' Audit
Committee and made pursuant to the authority granted by its board of directors.
Through March 11, 2002 there were no disagreements between ISIS and BDO Seidman,
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of BDO Seidman, LLP, would have caused them to make reference to
the subject matter of the disagreement in connection with their report.

BDO Seidman, LLP has NOT advised ISIS that: (1) internal controls necessary to
develop reliable financial statements did not exist; nor (2) that information
has come to their attention which made them unwilling to rely upon management's
representations, or made them unwilling to be associated with the financial
statements prepared by management; nor (3) that the scope of the audit should be
expanded significantly, or information has come to their attention that they
have concluded will, or if further investigated might, materially impact the
fairness or reliability of a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal year ended September 30, 2002.

ISIS engaged Grant Thornton LLP effective March 26, 2002, as its independent
certifying accountants. During the two fiscal years and the subsequent interim
period through that date ISIS did not consult Grant Thornton LLP regarding The
application of accounting principles to any specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
ISIS' financial statements, and no written or oral advice from Grant LLP was
provided to or considered by ISIS in reaching a decision as to any accounting,
auditing or financial reporting issue. There were no matters that were either
the subject of a disagreement or a reportable event as contemplated in
Regulation S-B, Paragraph 304(a)(1)(iv) and (v) and the views of Grant Thornton
LLP on any issues were neither requested nor received.

BDO Seidman, LLP has provided a comment letter regarding the above and we filed
this with the SEC on Form 8-K dated March 11, 2002. Grant Thornton LLP was given
the opportunity to provide a comment letter.

Forward Looking Statements

This proxy statement contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The words "believe," "anticipate,"
"expect," "estimate," intent" and similar expressions identify forward-looking
statements. Forward-looking statements necessarily involve risks and
uncertainties, and our actual results could differ materially from ISIS' current
expectations include but are not limited to those factors set forth in ISIS'
Annual Report on Form 10-KSB for the fiscal year ended September 30, 2001, and
ISIS' Quarterly Report on Form 10-QSB for the period ended December 31, 2001, as
well as ISIS' 2001 Annual Report to Shareholders. The latter is being sent to
shareholders with this Proxy Statement.

Other Matters

ISIS knows of no other business that will be presented for consideration at the
Annual Meeting other than that described above. However, if any other business
should come before the Annual Meeting, it is the intention of the persons named
in the enclosed form of Proxy to vote the Proxies in respect of any such
business in accordance with their best judgment.

Shareholder Proposals

Proposals by ISIS' Shareholders to be presented at the 2003 Annual Meeting of,
must be received by the ISIS Board of Directors at our executive office, 19039
East Plaza Drive, Suite 245, Parker, CO 80134, no later than January 31, 2003 to
be considered for inclusion in the ISIS proxy statement and proxy for that
meeting.

BY ORDER OF THE BOARD OF DIRECTORS

By: /s/ Frederick G. Beisser
----------------------------------
Frederick G. Beisser, Secretary
Parker, Colorado
March 28, 2002

Appendix A

INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.

AUDIT COMMITTEE CHARTER
(Adopted January 14, 2002)

Organization

By resolution of the Board of Directors of Integrated Spatial Information
Solutions, Inc. ("ISIS") a permanent committee of the Board of Directors known
as the Audit Committee (the Committee) is established. The Committee shall be
composed of three or more directors, each of whom is independent of the
management of the Company and free of any relationship that, in the opinion of
the Board of Directors, would interfere with the exercise of independent
judgment as a member of the Committee. The members of the Committee shall be
appointed by the Board of Directors and shall serve until each annual meeting of
the shareholders of the Company or until their successors are elected or
appointed. Each member of the Committee shall have knowledge of financial
matters, or shall obtain knowledge of financial matters within a reasonable time
after his appointment to the Committee and at least one member of the Committee
shall have accounting or related financial management expertise.

Statement of Policy

The Committee shall provide assistance to the corporate directors in fulfilling
their responsibility to the shareholders, relating to corporate accounting and
reporting practices of the Company and the quality and integrity of the
financial reports of the Company. In so doing, it is the responsibility of the
Committee to maintain free and open means of communication between the
directors, the independent auditors, the internal auditors and the financial
management of the Company.

Responsibilities

In carrying out its responsibilities, the Committee believes its policies and
procedures should remain flexible, to best react to changing conditions and to
ensure to the Board of Directors and shareholders that the corporate accounting
and reporting practices of the Company are in accordance with all requirements
and are of the highest quality.

In carrying out these responsibilities, the Committee will:

1. Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the Company and its divisions
and subsidiaries.

2. Have a clear understanding with the independent auditors that they are
ultimately accountable to the Board of Directors and the Committee, as the
shareholders' representatives, who collectively have the ultimate authority
in deciding to engage, evaluate, and if appropriate, terminate their
services.

3. Review with the independent auditors and financial management of the
Company the scope of the proposed audit and timely quarterly reviews for
the current year and of non-audit services requested and the procedures to
be utilized.

4. Ensure receipt from the Company's outside auditors of a formal, written
statement delineating all relationships between the auditors and the
Company, and discuss with the auditors any disclosed relationships or
services that may affect objectivity or independence and take appropriate
action to ensure the continued independence of the auditors.

5. Review with the auditors and management the Company's policies and
procedures with respect to internal auditing, accounting and financial
control procedures.

DESCRIPTION OF THE
Equity Compensation Plan

Following below is a summary of the principal provisions of our Equity
Compensation Plan; it is not intended to be a complete description of all of the
terms and provisions of the Plan. We will furnish a copy of the Equity
Compensation Plan to you upon written request to our Corporate Secretary at our
executive office in Parker, CO. You may also read the plan on the Securities and
Exchange Commission website at http://www.sec.gov/Archives/edgar/data/783284/
0001000096-98-000361.txt where it is filed as Appendix A to the DCX, Inc. (our
former name) Proxy Statement for 1998.

HISTORY. Our Board of Directors adopted the Equity Compensation Plan on October
31, 1997, and our shareholders approved the Equity Compensation Plan on June 26,
1998 with a total of 4,000,000 shares of our common stock reserved for issuance
under the plan. Shareholders have not previously approved any increase in the
number of shares reserved for issuance under the plan. However, the plan
includes a provision for a small automatic annual increase on the Plan's
Effective Date of one half of one percent of our then issued and outstanding
shares of Common Stock. Since October 31, 1997 such increments have increased
the total number of shares reserved for issuance from 4,000,000 to 4,358,104 as
of October 31, 2001, after the most recent increment.

PURPOSE. The plan is intended to:

o provide additional compensation and incentives to individuals whose present
and potential contributions are important to our continued success;
o to afford such persons an opportunity to acquire a proprietary interest in
Extended Systems; and
o to enable us to continue to attract and retain the best available talent.

SUMMARY OF THE PLAN AND OPTIONS.

Summary of the Equity Compensation Plan

The following summary describes the principal features of the Equity
Compensation Plan. This summary is qualified in its entirety by reference to the
specific provisions of the Equity Compensation Plan.

Administration. The Equity Compensation Plan will be administered by the
Incentive Plan Committee composed entirely of non-employee directors of ISIS as
appointed from time to time by the ISIS Board of Directors. However, awards to
non-employee directors of the Company, if any, shall be determined by the Board
of Directors.

Structure. The Equity Compensation Plan is divided into three separate programs:

1. Discretionary Stock Option Grant Program under which eligible persons may,
at the discretion of the Incentive Plan Committee or the Board of
Directors, be granted Stock Options.
2. The Restricted Stock Program, under which eligible persons may, at the
discretion of the Committee or the Board, be granted rights to receive
shares of Common Stock, subject to certain restrictions; and
3. The Supplemental Bonus Program under which eligible persons may, at the
discretion of the Incentive Plan Committee or the Board, be granted a right
to receive payment, in cash, shares of common stock, or a combination
thereof, of a specified amount.

Eligibility. Options, restricted stock or supplemental bonuses may be granted in
the Incentive Plan Committee's discretion to Officers (2, other employees of the
Company or its subsidiaries (approximately 65) and consultants (5) of the
Company or its subsidiaries. The Board may make grants to non-employee directors
(3).

Effective Date and Term of the Plan. This Equity Compensation Plan became
effective on the Plan Effective Date, that was the date of Board approval,
October 31, 1997. The Plan terminates ten years after such date on October 30,
2007, or upon termination of all outstanding awards in connection with a change
in control, whichever is earlier.

Shares available under the Plan. The maximum number of shares of common stock
under the plan shall not in aggregate exceed 4,000,000, which may be common
stock of original issuance or treasury stock or a combination thereof. This
authorization shall be increased automatically on each succeeding annual
anniversary date of the Plan Effective Date by an amount of shares equal to that
number of shares equal to one-half of one percent of the Company's then issued
and outstanding shares of common stock. No more than 3,500,000 shares may be
issued in connection with Incentive Stock Options. Unused and forfeited stock
from awards wherein the terms were not met and shares of common stock received
by the Company in payment of option fees or withholding taxes automatically
become available for use under the Plan. Appropriate adjustments shall be made
to the number and classes of securities issuable and awards outstanding under
the Plan in the event of stock splits, stock dividends, recapitalizations and
exchange of shares or other change affecting the outstanding common stock.

Terms of Grant. Each option shall expire not more than ten years from the date
of grant, and the terms of the option grant shall specify the number of shares
and the option price per share and the form of payment and be reduced to a
written stock option agreement executed by an officer of ISIS. Incentive Stock
Options shall be granted only to employees ISIS or a subsidiary and the exercise
price shall be not less than fair market value; grants to an employee who is a
ten percent holder shall be priced at not less than 110 percent of the fair
market value and the option term may not exceed five years from the date of
grant. Options are not transferable except by will or laws of descent and
distribution and generally may be exercised only by the optionee only during
existence of his relationship with ISIS, with certain exceptions. Termination of
an optionee's relationship for other than death, disability or retirement
results in immediate termination of the option; upon death or disability
Incentive Stock Options held by the optionee become immediately exercisable and
remain so for a period of 12 months following such termination of the
relationship; and finally, upon retirement an optionee's Incentive Stock Options
shall remain exercisable for a period of three months from his retirement date.
The Company receives no consideration for the grant of options to employees
under the Plan, but may issue options as consideration for consulting services.

Transferability. During the lifetime of an optionee, Incentive Stock Options are
exercisable only by the optionee and are not assignable or transferable. Upon
death prior to expiration of the option grant term, the option may be exercised
by the personal representative of the optionee's estate or by the person to whom
the option was transferred by his will or per laws of descent and distribution.
Upon approval by the Board the optionee may assign a non-statutory stock option
to his immediate family member or to a trust for such family member(s).

Federal Income Tax. ISIS' obligation to deliver shares of Common Stock upon
exercise of Stock Options under this plan are subject to satisfaction of all
applicable federal, state and local income and employment tax withholding
requirement. Accordingly, it may withhold or secure from other compensation
payable to a participant any taxes required to satisfy its obligations
therefore.

U.S. Federal Income Tax Consequences to Optionees. For U.S. federal income tax
purposes, under existing tax laws, an optionee does not realize taxable income
at the time of the grant of an option.

An optionee will have no taxable income upon exercise of an incentive stock
option (except that alternative minimum tax may apply) and generally will not
realize taxable income until the sale of the shares received upon exercise of
the option. If the optionee does not sell the shares until at least two years
after grant and one year after exercise of the option, any gain or loss realized
will be treated as long-term capital gain or loss. Under these circumstances,
ISIS will not be entitled to a compensation expense deduction in connection with
the grant or the exercise of the option. If the optionee sells the shares prior
to two years after grant or one year after exercise, the difference between the
option price and the amount realized upon sale of the shares is taxable as
ordinary income to the optionee and is deductible by ISIS for U.S. federal
income tax purposes.

Upon the exercise of a non-statutory stock option, the optionee realizes
ordinary income in the amount of the difference between the option price and the
fair market value of the shares on the date of receipt and ISIS is entitled to a
compensation expense deduction. On the subsequent sale of the shares received in
the exercise of a non-statutory stock options, the optionee will realize a
capital gain or loss, which will be short or long-term depending on the period
for which the shares are held prior to the sale, in the amount of the difference
between the fair market value of the shares on the date of receipt and the
amount realized on the sale.

If an optionee uses already owned shares to pay the exercise price of a
nonqualified option, in whole or in part, the transaction will not be considered
to be a taxable disposition of the already owned shares. The optionee's tax
basis and holding period of the already owned shares will be carried over to the
equivalent number of shares received upon exercise. The tax basis of the
additional shares received upon exercise will be the fair market value of the
shares on the exercise date (but not less than the amount of cash, if any, used
in payment), and the holding period for such additional shares will begin on the
date after the exercise date.

The above is only a summary of the effect of federal income taxation upon the
optionee and ISIS with respect to the shares purchased under the Equity
Compensation Plan. The laws governing these stock option transactions are quite
technical. For complete information you should refer to the applicable
provisions of the Internal Revenue Code. In addition, the summary does not
discuss the tax consequences of an optionee's death or the income tax laws of
any state or foreign country in which the optionee may reside.

Restricted Stock. The Equity Compensation Plan also authorizes the award of
restricted stock. An award of restricted stock is an award of shares of Common
Stock that is subject to such restrictions as the Incentive Plan Committee or
the Board of Directors determines. The restricted stock vests and may be
disposed of by the participant only after such restrictions lapse in whole or in
installments as the Board of Directors determines. Restricted stock awards may
be subject to forfeiture if, for example, the participant's employment
terminates before the award vests. A participant receiving restricted stock has
all the rights of an ISIS shareholder, including the right to vote the shares
and the right to receive any dividends, unless the Board of Directors otherwise
determines. The Board of Directors, in its sole discretion, may waive or
accelerate the lapsing of restrictions in whole or in part.

Federal Income Tax Consequences of Restricted Stock Awards. An award of
restricted stock will not result in income to a grantee or a tax deduction for
ISIS until the shares are no longer subject to forfeiture, unless the grantee,
if permitted by ISIS, elects under Section 83(b) of the Internal Revenue Code to
have the amount of income to the participant (and deduction to ISIS) determined
at the grant date. At that time, the grantee generally will recognize ordinary
income equal to the fair market value of the shares less any amount paid for
them, and ISIS will be entitled to a tax deduction in the same amount (subject
to certain restrictions). Dividends paid on forfeitable restricted stock are
treated as compensation for Federal income tax purposes, unless the grantee has
made a Section 83(b) election.

Amendment. The Incentive Plan Committee or the Board will have the authority to
amend or modify the Equity Compensation Plan unless shareholder approval is
required under applicable law, provided that any amendment that would materially
modify: the number of shares which may be issued or the requirements as to
participation, or materially increase the benefits accruing to participants will
require shareholder approval.

SAMPLE PROXY FOR Integrated Spatial Information Solutions, Inc

(FRONT SIDE OF PROXY)

Integrated Spatial Information Solutions, Inc.
19039 East Plaza Drive, Suite 245
Parker, CO 80138

The undersigned acknowledges receipt of the Notice and Proxy Statement dated
March 28, 2002, and hereby appoints the Board of Directors of Integrated Spatial
Information Solutions, Inc. ("ISIS") with full power of substitution to
represent the undersigned and to vote all shares of the Common Stock of ISIS,
which the undersigned is entitled to vote, as indicated on this Proxy at the
Meeting of Shareholders of ISIS to be held on the thirtieth day of April 2002,
in the Attrium of the Treetops Building at 8181 Professional Drive, Landover,
Maryland and any postponement or adjournment thereof.

1. ELECTION OF DIRECTORS:

[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote
as indicated to the contrary below). for ALL nominees below:

(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark through the nominee's name.)

John C. Antenucci Gary S. Murray Raymund E. O'Mara William S. Strang

2. AMEND ISIS' ARTICLES OF INCORPORATON TO CHANGE THE NAME TO "PlanGraphics,
Inc.":

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. AMEND THE EQUITY COMPENSATION PLAN TO INCREASE AUTHORIZED SHARES BY
7,000,000 :

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. The Proxy is authorized to vote in their discretion upon such other
business as may properly come before the meeting.

(BACKSIDE OF PROXY)

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO
ITS EXERCISE. This Proxy, when properly executed, will be voted in accordance
with the specifications indicated by the stockholder. If no indication is made,
it will be voted FOR the election of the nominees for directors listed above,
FOR Items 2 and 3 and in the discretion of the Proxy upon such other matters as
may properly come before the meeting.

Dated , 2002
------------------------

Signature

(Signature(s) should correspond
exactly with the name in which your
Certificate is issued as shown at
the left. Executors, conservators,
trustees, etc., should so indicate
when signing. Return in the
enclosed envelope.)

I [ ] DO plan to attend the meeting. I [ ] DO NOT plan to attend.

- --------------------------------------------------------------------------------